Common use of Calculations; Computations Clause in Contracts

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower to the Lenders), provided that (i) except as otherwise specifically provided herein, all computations determining the Excess Cash Flow, the Senior Secured Leverage Ratio, the Total Leverage Ratio and compliance with Sections 4, 8.15 and 9, including in each case definitions used therein, shall, in each case, utilize United States accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the historical consolidated audited financial statements of the U.S. Borrower delivered to the Lenders pursuant to Section 7.10(b) for Fiscal Year 2004, (ii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis and (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 9, any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding at any time). (b) All computations of interest and Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower Aleris to the Lenders), ; provided that (i) except as otherwise specifically provided hereinif at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Credit Document, all computations determining and either Aleris or the Excess Cash FlowRequired Lenders shall so request, the Senior Secured Leverage RatioAdministrative Agent, the Total Leverage Ratio Lenders and compliance with Sections 4, 8.15 and 9, including Aleris shall negotiate in each case definitions used therein, shall, good faith to amend such ratio or requirement to preserve the original intent thereof in each case, utilize United States accounting principles and policies light of such change in effect at GAAP (subject to the time approval of the preparation ofAdministrative Agent or the Required Lenders); provided that, until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and in conformity with those used (B) Aleris shall provide to prepare, the historical consolidated audited Administrative Agent and the Lenders financial statements and any other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of the U.S. Borrower delivered such ratio or requirement made before and after giving effect to the Lenders pursuant to Section 7.10(b) for Fiscal Year 2004, such change in GAAP and (ii) to the extent expressly required pursuant to the provisions of this Agreementprovided herein, certain calculations shall be made on a Pro Forma Basis and (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 9, any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding at any time)Basis. (b) All computations of interest interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (or in the case of Canadian Prime Rate Loans and B/A Equivalent Loans (and other amounts owing hereunder or under any other Credit Document determined by reference to the Canadian Prime Rate or B/A Equivalent Rate is applicable) 365 days, as the case may be) for the actual number of days (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest interest, Commitment Commission or Fees are payable.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower to the Lenders), provided that (i) except as otherwise specifically provided herein, all computations determining the Excess Cash Flow, the Senior Secured Leverage Ratio, the Total Leverage Ratio and compliance with Sections 43, 8.15 9.14 and 9, including in each case definitions used therein, shall, in each case, utilize United States accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the historical consolidated audited financial statements of the U.S. Borrower delivered to the Lenders pursuant to Section 7.10(b) of the Original Credit Agreement for Fiscal Year 20042005, (ii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis and (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 9 and/or 910, any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding at any time). (b) All computations of interest interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to (x) the Prime Lending Rate, which shall be based on a year of 365 or 366 days, as applicable and (y) Sterling LIBOR, which shall be based on a year of 365 days) for the actual number of days (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest interest, Commitment Commission or Fees are payable.

Calculations; Computations. (a) The financial statements -------------------------- to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower Holdings to the Lenders), provided that (i) except as otherwise specifically -------- provided herein, all computations determining the Excess Cash Flow, the Senior Secured Leverage Ratio, the Total Leverage Ratio and compliance with Sections 4, 8.15 and 9Section 8, including in each case definitions used therein, shall, in each case, shall utilize United States accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, (x) in respect of Holdings, the Borrower and their Subsidiaries other than Devon, the December 31, 1994 historical consolidated audited financial statements of the U.S. Borrower Holdings delivered to the Lenders pursuant to Section 7.10(b6.10 and (y) for Fiscal Year 2004in respect of Devon, the December 31, 1995 historical financial statements of Devon delivered to the Lenders pursuant to Section 6.10, but shall not give effect to (i) adjustments in component amounts required or permitted by APB 16 or 17 as a result of the Merger, provided that in determining gains and -------- losses from the sale or disposition of assets such adjustment shall be given effect, (ii) to amortization of goodwill and intangible assets resulting from the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis Merger and (iii) for purposes the amortization or write-off of any expenses incurred in connection with the Merger or the financing thereof, or in connection with the issuance of the Subordinated Notes, provided that the computations under -------- Section 8 may utilize FAS 96, but shall not give effect to any cumulative effect adjustment relating to the adoption thereof, and, provided, -------- further, that if at any time the computations determining compliance with any incurrence or expenditure tests set forth ------- Section 8 utilize accounting principles different from those utilized in Sections 8 and/or 9, any amounts so incurred or expended (the financial statements furnished to the extent incurred or expended in a currency other than Dollars) Lenders, such financial statements shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding at any time)accompanied by reconciliation work-sheets. (b) All computations of (x) interest on Eurodollar Loans, Base Rate Loans not based on the Prime Lending Rate and Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 days for and (y) interest on Base Rate Loans based on the Prime Lending Rate shall be made on the actual number of days (including elapsed over a year of 365 or 366 days, as the first day but excluding the last day) occurring in the period for which such interest or Fees are payablecase may be.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower to the LendersBanks), provided that (i) that, except as otherwise specifically provided herein, all computations determining the Excess Cash Flow, the Senior Secured Leverage Ratio, the Total Leverage Ratio and compliance with Sections 4, 8.15 and 9Section 8, including in each case definitions used therein, shall, in each case, shall utilize United States accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the historical consolidated audited financial statements referred to in Section 6.09(b), provided that in the event GAAP shall be modified from that in effect at the time of the U.S. preparation of such financial statements, the Borrower delivered shall be entitled to utilize GAAP, as so modified, for purposes of such computations to the Lenders pursuant extent that (x) the Borrower gives the Banks 30 days' prior written notice of such proposed modification and (y) prior thereto the Borrower and the Majority SMA shall have agreed upon adjustments, if any, to Sections 8.03(e), 8.04(i), 8.05, 8.07, 8.08 and 8.09 (and the definitions used therein) the sole purpose of which shall be to give effect to such proposed change (it being understood and agreed that to the extent that the Borrower and the Majority SMA cannot agree on appropriate adjustments to such Sections (or that no adjustments are necessary), the proposed change may not be effected), and provided further, that (i) if at any time the computations determining compliance with Section 7.10(b) for Fiscal Year 20048 utilize accounting principles different from those utilized in the financial statements furnished to the Banks, such financial statements shall be accompanied by reconciliation work-sheets and (ii) in the event that the obligations and related receivables under any of the existing receivables facilities of the Borrower and its Subsidiaries or under any replacement facilities (to the extent expressly required pursuant Liens created thereunder do not attach to assets not subject to Liens under the provisions of this Agreementreceivables facility being replaced) are no longer given off-balance sheet treatment, certain calculations any such obligations, the interest expense or discount thereon and related receivables under such existing or replacement receivables facility shall be made on a Pro Forma Basis and (iii) continue to receive off-balance sheet treatment for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 9, any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding at any time)8. (b) All computations of interest and Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 days days. (c) All determinations of the Stated Amount of Letters of Credit and of the principal amount of Unpaid Drawings, in each case to the extent denominated in a currency other than U.S. dollars, shall be made by converting same into U.S. dollars at (x) if a Currency Agreement has been entered into by the Borrower and/or any of its Subsidiaries in connection with such Indebtedness, and is in effect at the time of such determination, the rate provided in such Currency Agreement, provided that this clause (x) shall not be applicable (I) unless the Payments Administrator has received sufficient information from the Borrower to determine the exchange rate established by such Currency Agreement and the duration thereof, or (II) to any determination of the Borrower's obligation to reimburse in U.S. dollars a Drawing under a Letter of Credit denominated in a currency other than U.S. dollars, (y) in the case of a determination of the Borrower's obligation to reimburse in U.S. dollars a Drawing under a Letter of Credit denominated in a currency other than U.S. dollars, the spot exchange rate for the actual number currency in question of days the Letter of Credit Issuer on the date of such Drawing or (including z) if the first day but excluding provisions of the foregoing clauses (x) and (y) are not applicable, the "official" exchange rate, if applicable, or the spot exchange rate for the currency in question calculated by the Payments Administrator on the last day) occurring in Business Day of each calendar month and at such other times as the period for which Payments Administrator elects to make such interest or Fees are payabledetermination, it being understood that the Payments Administrator shall have no obligation to make any such other determinations. The Payments Administrator will promptly notify the Borrower and each Letter of Credit Issuer of its determinations hereunder.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower Holdings to the Lenders), provided that (i) except as otherwise specifically provided herein, all computations determining the Excess Cash Flow, the Senior Secured Leverage Ratio, the Total Leverage Ratio and compliance with Sections 43, 8.15 9.14 and 9, including in each case definitions used therein, shall, in each case, utilize United States accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the historical consolidated audited financial statements of the U.S. Borrower delivered to the Lenders pursuant to Section 7.10(b) of the Original Credit Agreement for Fiscal Year 20042005, (ii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis and (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 9 and/or 910, any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding at any time). (b) All computations of interest interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to (x) the Prime Lending Rate, which shall be based on a year of 365 or 366 days, as applicable and (y) Sterling LIBOR, which shall be based on a year of 365 days) for the actual number of days (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest interest, Commitment Commission or Fees are payable.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP consistently applied throughout in effect from time to time; provided that if the periods involved (except as set forth Company notifies the Administrative Agent that it requests an amendment to any provision hereof to eliminate the effect of any change occurring in GAAP or in the notes thereto application thereof on the operation of such provision (or as otherwise disclosed in writing by if the U.S. Borrower Administrative Agent notifies the Company that the Required Lenders request an amendment to the Lendersany provision hereof for such purpose), provided that (i) except as otherwise specifically provided hereinregardless of whether any such notice is given before or after such change in GAAP or in the application thereof, all computations determining the Excess Cash Flow, the Senior Secured Leverage Ratio, the Total Leverage Ratio and compliance with Sections 4, 8.15 and 9, including in each case definitions used therein, shall, in each case, utilize United States accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the historical consolidated audited financial statements of the U.S. Borrower delivered to the Lenders pursuant to Section 7.10(b) for Fiscal Year 2004, (ii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations then such provision shall be made on a Pro Forma Basis and (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 9, any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. The Company shall have the exchange rates (as shown on Reuters ECB page 37 orright, if same does not provide such exchange ratesrequired by relevant regulatory authorities, on such other basis to adopt the International Financial Reporting Standards, as is reasonably satisfactory to promulgated by the Administrative Agent) International Accounting Standards Board (or any successor board or agency), as in effect on the date of such incurrence or expenditure under any provision the election, which election shall, for purposes of any such Section that has an aggregate Dollar limitation provided for therein (this Agreement, be treated as a permitted change in GAAP and shall be subject to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of Dollarsthe immediately preceding sentence. Notwithstanding any other provision contained herein, all outstanding amounts originally incurred terms of an accounting or spent in currencies other than Dollars financial nature used herein shall be converted into Dollars on the basis construed, and all computations of the exchange rates amounts and ratios referred to herein shall be made, without giving effect to Statement of Financial Accounting Standards 141R or ASC 805 (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such or any other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of any new incurrence financial accounting standard having a similar result or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding at any timeeffect). (b) All computations The calculation of interest and Fees hereunder any financial ratios under this Agreement shall be made on calculated by dividing the basis of a year of 360 days for appropriate component by the actual other component, carrying the result to one place more than the number of days (including the first day but excluding the last day) occurring in the period for places by which such interest ratio is expressed herein and rounding the result up or Fees are payabledown to the nearest number (with a rounding-down if there is no nearest number).

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower to the Lenders), provided that (i) except as otherwise specifically provided herein, all computations determining the Applicable Margins, Excess Cash Flow, the Senior Secured Leverage Ratio, the Total Bank Debt Leverage Ratio and compliance with Sections 4, 8.15 and 9, including in each case definitions used therein, shall, in each case, utilize United States accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the historical consolidated audited financial statements of the U.S. Borrower delivered to the Lenders pursuant to Section 7.10(b) for Fiscal Year 2004the fiscal year of the U.S. Borrower ended December 28, 2002, (ii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis Basis, and (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 99 (excluding Sections 9.08, 9.09, 9.10, 9.11 and 9.13), any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding at any time). (b) All computations of interest interest, RL Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest interest, RL Commitment Commission or Fees are payable.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower to the LendersBanks), provided that (i) that, except as otherwise specifically provided herein, all computations determining the Excess Cash Flow, the Senior Secured Leverage Ratio, the Total Leverage Ratio and compliance with Sections 4, 8.15 and 9Section 8, including in each case definitions used therein, shall, in each case, shall utilize United States accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the historical consolidated audited financial statements referred to in Section 6.09, provided that in the event GAAP shall be modified from that in effect at the time of the U.S. preparation of such financial statements, the Borrower delivered shall be entitled to utilize GAAP, as so modified, for purposes of such computations to the Lenders pursuant extent that (x) the Borrower gives the Banks 30 days' prior written notice of such proposed modification and (y) prior thereto the Borrower and the Majority SMA shall have agreed upon adjustments, if any, to Sections 8.03(e), 8.04(i), 8.05, 8.07, 8.08 and 8.09 (and the definitions used therein) the sole purpose of which shall be to give effect to such proposed change (it being understood and agreed that to the extent that the Borrower and the Majority SMA cannot agree on appropriate adjustments to such Sections (or that no adjustments are necessary), the proposed change may not be effected), and provided further, (i) that if at any time the computations determining compliance with Section 7.10(b) for Fiscal Year 20048 utilize accounting principles different from those utilized in the financial statements furnished to the Banks, such financial statements shall be accompanied by reconciliation work-sheets and (ii) in the event that the obligations and related receivables under any of the existing receivables facilities of the Borrower and its Subsidiaries or under any replacement facilities (to the extent expressly required pursuant the Liens created thereunder do not attach to assets not subject to Liens under the provisions of this Agreementreceivables facility being replaced) are no longer given off-balance sheet treatment, certain calculations any such obligations, the interest expense or discount thereon and related receivables under such existing or replacement receivables facility shall be made on a Pro Forma Basis and (iii) continue to receive off-balance sheet treatment for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 9, any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding at any time)8. (b) All computations of interest and Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payabledays.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Exide U.S. Borrower to the Lenders), provided that (i) except as otherwise specifically provided herein, all computations determining the Applicable Margins, Excess Cash Flow, the Senior Secured Leverage Ratio, the Total Leverage Ratio and compliance with Sections 4, 8.15 8.14A, 8,14B and 9, including in each case definitions used therein, shall, in each case, utilize United States accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the historical consolidated audited financial statements of the Exide U.S. Borrower delivered to the Lenders pursuant to Section 7.10(b7.09(b) for Fiscal Year 2004the fiscal year of Exide U.S. ended ▇▇▇▇▇ ▇▇, ▇▇▇▇, (ii▇▇) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis Basis, and (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 9, any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into U.S. Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate U.S. Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of U.S. Dollars, all outstanding amounts originally incurred or spent in currencies other than U.S. Dollars shall be converted into U.S. Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the U.S. Dollar amount outstanding at any time). (b) All computations of interest interest, ABL Unused Fees and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest interest, ABL Unused Fees or Fees are payable.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower to the Lendersthereto), provided that (i) except as otherwise specifically provided herein, all computations determining the Excess Cash Flow, the Senior Secured Leverage Ratio, the Total Leverage Ratio and compliance with Sections 4, 8.15 and 9, including in each case definitions used therein, shall, in each case, utilize United States accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the historical consolidated audited financial statements of if the U.S. Borrower delivered notifies the Administrative Agent that the U.S. Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in U.S. GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the U.S. Borrower that the Required Lenders pursuant request an amendment to Section 7.10(b) any provision hereof for Fiscal Year 2004such purpose), regardless of whether any such notice is given before or after such change in U.S. GAAP or in the application thereof, then such provision shall be interpreted on the basis of U.S. GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith, (ii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis Basis, and (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 9 and/or 910 (excluding Sections 10.12 and 10.13), any amounts so incurred or expended (to the extent incurred or expended in a currency other than U.S. Dollars) shall be converted into U.S. Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate U.S. Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of U.S. Dollars, all outstanding amounts originally incurred or spent in currencies other than U.S. Dollars shall be converted into U.S. Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding at any time). (b) All computations of interest (other than interest based on the Canadian Prime Rate and the Base Rate at times when the Base Rate is based on the Prime Lending Rate), RL Commitment Commission and other Fees (other than the Drawing Fee) hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day, except that, in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest interest, RL Commitment Commission or Fees are payable. All computations of interest based on the Canadian Prime Rate, the Prime Lending Rate, clause (x) of the definition of Base Rate and all computations of the Drawing Fee shall be based on a year of 365 days. (c) For purposes of the Interest Act (Canada), (i) whenever any interest or fee under this Agreement is calculated using a rate based on a year of 360 days or 365 days, as the case may be, the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate based on a year of 360 days or 365 days, as the case may be, (y) multiplied by the actual number of days in the calendar year in which such annual rate is to be ascertained, and (z) divided by 360 or 365, as the case may be; (ii) the principle of deemed reinvestment or interest does not apply to any interest calculation under this Agreement; and (iii) the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields. (d) If any provision of this Agreement or of any of the other Credit Documents would obligate any Credit Party to make any payment of interest with respect to the Obligations or other amount payable to any Lender in an amount or calculated at a rate which would result in a -163-

Calculations; Computations. (a) The financial statements to be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings or the U.S. Borrower to the LendersBanks); provided, provided that (ix) fees payable pursuant to Section 8.08(iii) may be excluded in computations of Consolidated EBITDA, (y) except as otherwise specifically provided herein, all computations determining the Excess Cash Flow, the Senior Secured Leverage Ratio, the Total Leverage Ratio and compliance with Sections 4, 8.15 4.02 and 98, including in each case definitions used therein, shall, in each case, shall utilize United States accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the historical consolidated audited December 31, 1998 financial statements of the U.S. Borrower delivered to the Lenders Banks pursuant to Section 7.10(b6.10(b) but shall not give effect to purchase accounting adjustments required or permitted by APB 16 (including non-cash write ups and non-cash charges relating to inventory, fixed assets and in process research and development, in each case arising in connection with any Permitted Acquisition) and APB 17 (including non-cash charges relating to intangibles and goodwill arising in connection with any Permitted Acquisition); provided that for Fiscal Year 2004purposes of any determination of the Euro Equivalent in connection with a mandatory repayment pursuant to Section 4.02(A)(a)(ii), the Euro Equivalent of any Alternate B Currency Loan shall be calculated on the second Business day of each calendar quarter, and (iiz) if at any time the computations determining compliance with Sections 4.02 and 8 utilize accounting principles different from those utilized in the financial statements furnished to the Banks, such financial statements shall be accompanied by reconciliation work-sheets; provided further, that (i) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis Basis, and (iiiii) in the case of any determinations of Consolidated Interest Expense for purposes any portion of any Test Period which ends prior to the Initial Borrowing Date, all computations determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 9, any amounts so incurred or expended (to Section 8.10 and all determinations of the extent incurred or expended in a currency other than Dollars) Consolidated Interest Coverage Ratio shall be converted into Dollars on calculated in accordance with the basis definition of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding at any time)Test Period contained herein. (b) All computations of interest and Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 days days. (c) For purposes of this Agreement, the Euro Equivalent of each Alternate B Currency Loan shall be calculated on the date when any such Alternate B Currency Loan is made or repaid, on the second Business Day of each month and at such other times as designated by the Administrative Agent at any time when a Default under Section 9.01 or an Event of Default exists; provided that for purposes of any determination of the actual number Euro Equivalent in connection with a mandatory repayment pursuant to Section 4.02(A)(a)(ii), the Euro Equivalent of days (including any Alternate B Currency Loan shall be calculated on the first second Business day but excluding of each calendar quarter. Such Euro Equivalent shall remain in effect until the same is recalculated by the Administrative Agent as provided above and notice of such recalculation is received by the U.S. Borrower and the German Borrower, it being understood that until such notice is received, the Euro Equivalent shall be that Euro Equivalent as last day) occurring in reported to the period for which Borrowers by the Administrative Agent. The Administrative Agent shall promptly notify each Borrower and the Banks of each such interest or Fees are payabledetermination of the Euro Equivalent.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower to the Lenders), provided that (i) except as otherwise specifically provided herein, all computations determining the Applicable Margins, Excess Cash Flow, the Senior Secured Leverage Ratio, the Total Leverage Ratio and compliance with Sections 4, 8.15 and 9, including in each case definitions used therein, shall, in each case, utilize United States accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the historical consolidated audited financial statements of the U.S. Borrower Old Exide delivered to the Lenders pursuant to Section 7.10(b) for Fiscal Year 2004the fiscal year of the Old Exide ended ▇▇▇▇▇ ▇▇, ▇▇▇▇, (ii▇▇) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis Basis, and (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 99 (excluding Sections 9.08, 9.09 and 9.10), any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding at any time). (b) All computations of interest interest, RL Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest interest, RL Commitment Commission or Fees are payable.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower to the Lenders), provided that (i) except as otherwise specifically provided herein, all computations determining the Excess Cash Flow, the Senior Secured Leverage Ratio, the Total Leverage Ratio and compliance with Sections 4, 8.15 and Section 9, including in each case definitions used therein, shall, in each case, utilize United States generally accepted accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the historical first annual consolidated audited financial statements of the U.S. Borrower delivered to the Lenders after the Effective Date pursuant to Section 7.10(b8.01(b) for Fiscal Year 2004(which financial statements shall be prepared giving effect to “fresh start” accounting principles and shall be reasonably consistent with the methodology used to prepare the Projections), (ii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis Basis, and (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 99 (excluding Section 9.07 or 9.08), any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding at any time). (b) All computations of interest and Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower to the Lenders); provided, provided that (i) that, except as otherwise specifically provided herein, all computations determining the Excess Cash Flow, the Senior Secured Leverage Ratio, the Total Leverage Ratio and compliance with Sections 4, 8.15 and 9Section 8, including in each case definitions used therein, shall, in each case, shall utilize United States accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the historical consolidated audited financial statements of the U.S. Borrower delivered to the Lenders pursuant to Section 7.10(b) 6.09, provided that in the event GAAP shall be modified from that in effect at the time of the preparation of such financial statements, the Borrower shall be entitled to utilize GAAP, as so modified, for Fiscal Year 2004, (ii) purposes of such computations to the extent expressly required pursuant that (x) the Borrower gives the Lenders 30 days' prior written notice of such proposed modification and (y) prior thereto the Borrower and the Majority SMA shall have agreed upon adjustments, if any, to Sections 8.03(g), 8.04(l), 8.05, 8.07 and 8.08 (and the definitions used therein) the sole purpose of which shall be to give effect to such proposed change (it being understood and agreed that to the provisions of this Agreementextent that the Borrower and the Majority SMA cannot agree on appropriate adjustments to such Sections (or that no adjustments are necessary), certain calculations the proposed change may not be effected); and provided further, that if at any time the computations determining compliance with Section 8 utilize accounting principles different from those utilized in the financial statements furnished to the Lenders, such financial statements shall be made on a Pro Forma Basis and (iii) accompanied by reconciliation work-sheets. Notwithstanding the foregoing, for purposes of the computations determining compliance with Section 8, all expenses and other charges arising from any incurrence or expenditure tests set forth in Sections 8 and/or 9, any amounts so incurred or expended (settlement of tobacco liability which are required by GAAP to the extent incurred or expended in be retroactively applied to a currency other than Dollars) shall be converted into Dollars on the basis previous fiscal quarter of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide Borrower shall instead be accrued in the fiscal quarter in which such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (expenses and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding at any time)charges occur. (b) All computations of interest and Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 days days. (c) All determinations of the Stated Amount of Letters of Credit and of the principal amount of Unpaid Drawings, in each case to the extent denominated in a currency other than U.S. dollars, shall be made by converting same into U.S. dollars at (x) if a Currency Agreement has been entered into by the Borrower and/or any of its Subsidiaries in connection with such Indebtedness, and is in effect at the time of such determination, the rate provided in such Currency Agreement, provided that this clause (x) shall not be applicable (I) unless the Administrative Agent has received sufficient information from the Borrower to determine the exchange rate established by such Currency Agreement and the duration thereof, or (II) to any determination of the Borrower's obligation to reimburse in U.S. dollars a Drawing under a Letter of Credit denominated in a currency other than U.S. dollars, (y) in the case of a determination of the Borrower's obligation to reimburse in U.S. dollars a Drawing under a Letter of Credit denominated in a currency other than U.S. dollars, the spot exchange rate for the actual number currency in question of days the Letter of Credit Issuer on the date of such Drawing or (including z) if the first day but excluding provisions of the foregoing clauses (x) and (y) are not applicable, the "official" exchange rate, if applicable, or the spot exchange rate for the currency in question calculated by the Administrative Agent on the last day) occurring in Computation Date preceding the period for date on which any such interest or Fees are payabledetermination is being made and at such other times as the Administrative Agent elects to make such determination, it being understood that the Administrative Agent shall have no obligation to make any such other determinations. The Administrative Agent will promptly notify the Borrower and each Letter of Credit Issuer of its determinations hereunder.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower Aleris to the Lenders), ; provided that (i) except as otherwise specifically provided hereinif at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Credit Document, all computations determining and either Aleris or the Excess Cash FlowRequired Lenders shall so request, the Senior Secured Leverage RatioAdministrative Agent, the Total Leverage Ratio Lenders and compliance with Sections 4, 8.15 and 9, including Aleris shall negotiate in each case definitions used therein, shall, good faith to amend such ratio or requirement to preserve the original intent thereof in each case, utilize United States accounting principles and policies light of such change in effect at GAAP (subject to the time approval of the preparation ofAdministrative Agent or the Required Lenders); provided that, until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and in conformity with those used (B) Aleris shall provide to prepare, the historical consolidated audited Administrative Agent and the Lenders financial statements and any other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of the U.S. Borrower delivered such ratio or requirement made before and after giving effect to the Lenders pursuant to Section 7.10(b) for Fiscal Year 2004, such change in GAAP and (ii) to the extent expressly required pursuant to the provisions of this Agreementprovided herein, certain calculations shall be made on a Pro Forma Basis and (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 9, any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding at any time)pro forma basis. (b) All computations of interest and other Fees hereunder shall be made on the basis of a year of 360 days (or in the case of Base Rate Loans (and other amounts owing hereunder or under any other Credit Document to which the Base Rate is applicable) 365 or 366 days, as the case may be) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto to Sections 8.01(a), (b) and (c) shall be made and prepared in accordance with U.S. GAAP as in effect from time to time consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower Silgan to the Lenders); provided that, provided that (i) except as otherwise specifically provided hereinherein (including Section 1.02(b)), (i) all computations determining the Excess Cash Flow, the Senior Secured Leverage Ratio, the Total Leverage Ratio and compliance with Sections 4Section 5.02, 8.15 Article IX, and 9, including in each case the definitions used therein, shall, in each case, of Applicable Commitment Commission Percentage and Applicable Margin shall utilize United States accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, prepare the historical consolidated audited financial statements of Silgan and its Subsidiaries as of the U.S. Borrower delivered fiscal quarter ending March 31, 2018; provided, however, that Silgan may elect, upon written notice to the Lenders pursuant Administrative Agent, to Section 7.10(bmodify such accounting principles and policies, effective from and after the date of such election, to include the accounting standards relating to a Lease Accounting GAAP Change so long as (A) any such election must be made within sixty (60) days of the end of the fiscal quarter in which such accounting standard becomes effective for Fiscal Year 2004Silgan under GAAP and (B) any such election, once made, shall be irrevocable as to such accounting standard, (ii) in determining Interest Expense for any period, no effect shall be given (but only to the extent expressly not already otherwise excluded for the calculation of Interest Expense under this Agreement) to non-cash amounts recorded (or required pursuant to be recorded) in accord with FAS 133, (iii) all computations determining compliance with Sections 9.07 and 9.08 and the definitions of Applicable Commitment Commission Percentage and Applicable Margin shall be determined on a Pro Forma Basis, and (iv) notwithstanding anything to the provisions contrary contained herein, all such financial statements shall be prepared, and all financial covenants contained herein or in any other Credit Document shall be calculated, in each case, without giving effect to any election or requirement under FAS 159, FAS 141R, FAS 157, FAS ASC 825 and FAS ASC 470-20 (or any similar accounting principle) permitting or requiring a Person to value its financial liabilities at the fair value thereof; provided further that (x) in determining EBITDA for any period, no effect shall be given (but only to the extent not already otherwise excluded from the calculation of EBITDA under this Agreement) (I) to FAS 106, certain calculations (II) to non-cash amounts recorded (or required to be recorded) in accordance with FAS 133 or (III) to FAS 141R to the extent relating to expenses incurred in connection with business combinations as part of a Permitted Acquisition, and (y) for purposes of calculating the Applicable Commitment Commission Percentage, the Applicable Margin and all financial ratios and financial terms, the financial results of Unrestricted Subsidiaries shall be ignored. If at any time any change in GAAP would materially affect the computation of any financial ratio or requirement set forth in any Credit Document and either Silgan or the Required Lenders shall so request, the Administrative Agent, the Lenders and Silgan shall enter into and diligently pursue negotiations in good faith in order to amend such ratio or requirement to equitably reflect such changes so that the criteria for evaluating Silgan’s financial condition will be the same after such changes as if such changes had not occurred (subject to the approval of the Required Lenders); provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein. (b) All computations of interest, Commitment Commission and other Fees hereunder shall be made on the basis of a Pro Forma Basis year of 360 days for the actual number of days (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Fronting Fees, the last day shall be included) occurring in the period for which such interest, Commitment Commission or other Fees are payable, provided, however, that (i) all computations of interest on Alternate Currency Loans denominated in Pounds Sterling, (ii) all computations of interest on Canadian Prime Rate Loans, (iii) all computations of interest on CDOR Rate Loans and (iv) all computations of interest on Base Rate Loans calculated by reference to the Prime Lending Rate, in each case shall be made on the basis of a year of 365 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. (c) Notwithstanding anything to the contrary contained in clause (a) of this Section 12.07, for purposes of determining compliance with any incurrence or expenditure tests set forth in Article IX (excluding Sections 8 and/or 99.07 and 9.08 and the definitions of Applicable Commitment Commission Percentage, Applicable Margin and Consolidated Tangible Assets), any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the relevant exchange rates (as shown on the relevant page of Reuters ECB or (x) if Reuters does not provide such exchange rates, as shown on the relevant page 37 or, of the Wall Street Journal or (y) if same the Wall Street Journal does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein therein. (and d) For purposes of the Interest Act (Canada) with respect to the extent the respective incurrence Canadian Term Loans or expenditure test regulates the aggregate amount outstanding at Canadian Revolving Loans, whenever any time and it interest, fees or commission to be paid hereunder or in connection herewith is expressed in terms of Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall to be converted into Dollars calculated on the basis of any period of time that is other than the exchange rates number of days in such year (as shown on Reuters ECB page 37 orthe “Contract Period”), if same does not provide the yearly rate to which the rate used in such exchange rates, on such other basis as calculation is reasonably satisfactory to equivalent is the Administrative Agent) as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding at any time). (b) All computations of interest and Fees hereunder shall be made on the basis of a year of 360 days for rate so used multiplied by the actual number of days (including the first day but excluding the last day) occurring in the period for calendar year in which such the same is to be ascertained and divided by the number of days in the Contract Period. The rates of interest under the Agreement are nominal rates, and not effective rates or Fees are payableyields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement. (e) Notwithstanding any provision of this Agreement, in no event shall the aggregate “interest” (as that term is defined in Section 347 of the Criminal Code (Canada)) with respect to the Canadian Loans exceed the effective annual rate of interest on the “credit advanced” (as defined therein) lawfully permitted under Section 347 of the Criminal Code (Canada).

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower to the Lenders), provided that (i) except as otherwise specifically provided herein, (A) all computations determining the Excess Cash FlowApplicable Margins, the Senior Secured Leverage Ratio, the Total Leverage Ratio and compliance with Sections 4, 8.15 and 9, including in each case definitions used therein, shall, in each case, utilize United States accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the historical consolidated audited financial statements of the U.S. Borrower delivered to the Lenders pursuant to Section 7.10(b) for Fiscal Year 2004its fiscal year ended December 31, 2003 and (B) the financial results of the Unrestricted Subsidiaries shall be ignored, (ii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis Basis, and (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 99 (excluding Sections 9.08 and 9.09), any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding at any time). (b) All computations of interest interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (or 365/366 days, in the case of Base Rate Loans the interest rate payable on which is then based on the Prime Lending Rate) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest interest, Commitment Commission or Fees are payable.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower to the Lenders), ; provided that (i) except as otherwise specifically provided herein, all computations determining the Excess Cash FlowFlow (including the Applicable Excess Cash Flow Percentage), the Senior Secured Leverage Ratio, the Total Leverage Ratio Applicable Margins and compliance with Sections 45.02, 8.15 9.14 and 910, including in each case definitions used therein, shall, in each case, utilize United States accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the historical consolidated audited March 31, 2010 financial statements of the U.S. Borrower delivered to the Lenders pursuant to Section 7.10(b) for Fiscal Year 20048.09(b); provided further, that (iii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis Basis, (ii) for all purposes of this Agreement, all Chinese Receivables Indebtedness and NEWYORK 9228865 (2K) -160- other Foreign Receivables Indebtedness shall be treated as Indebtedness of the Borrower and its Subsidiaries hereunder, regardless of any differing treatment pursuant to generally accepted accounting principles and (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 9 and/or 910, any amounts so incurred or expended (to the extent incurred or expended in a currency other than U.S. Dollars) shall be converted into U.S. Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on or such other basis comparable page as is reasonably satisfactory to may, in the opinion of the Administrative Agent, replace such page for the purpose of displaying such rates) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate U.S. Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of U.S. Dollars, all outstanding amounts originally incurred or spent in currencies other than U.S. Dollars shall be converted into U.S. Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on or such other basis comparable page as is reasonably satisfactory to may, in the opinion of the Administrative Agent, replace such page for the purpose of displaying such rates) as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the U.S. Dollar amount outstanding at any time). (b) All computations of interest (except as provided in the immediately succeeding sentence) and Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 days for days. All computations of Base Rate interest hereunder determined by reference to clause (b) of the definition of “Base Rate” shall be made on the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payableelapsed over a year of 365/366 days.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance conformity with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower WLI to the Lenders)Lenders and with respect to any interim financial statements, subject to changes resulting from audit and normal year-end audit adjustments, provided that (ix) except as otherwise specifically provided herein, all computations determining the Excess Cash Flow, the Senior Secured Leverage Ratio, the Total Leverage Ratio and compliance with Sections 4, 8.15 and 9Section 8, including in each case definitions used therein, shall, in each case, shall utilize United States accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the historical consolidated audited December 31, 1997 financial statements of the U.S. Borrower delivered to the Lenders pursuant to Section 7.10(b) for Fiscal Year 20046.10(b), (iiy) that if at any time the computations determining compliance with Section 8 utilize accounting principles different from those utilized in the financial statements furnished to the extent expressly required pursuant to the provisions of this AgreementLenders, certain calculations such financial statements shall be made on a Pro Forma Basis accompanied by reconciliation work-sheets and (iiiz) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 99 (excluding Sections 8.10 through 8.13), any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall should be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide Dollar Equivalent of the respective such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) amounts as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is as expressed in terms of Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide Dollar Equivalent of the respective such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) amounts as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount Amount outstanding at any time). (b) All computations of interest and Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 days (365-366 days for interest on Base Rate Loans and 365 days for interest on Pounds Sterling and Belgian Francs denominated MCF Loans). (c) For purposes of this Agreement, the actual number Dollar Equivalent of days (including x) each MCF Loan that is an Alternate Currency Loan shall be calculated on the first day but excluding date when any such MCF Loan is made or repaid, each MCF Letter of Credit issued in an Alternate Currency shall be calculated on the last day) occurring in the period for date when any such Letter of Credit is issued, on any date drawn on and on any date on which such interest drawing is repaid and (y) all outstanding Loans denominated in Alternate Currencies and all MCF Letter of Credit Outstandings denominated in Alternate Currencies, on the second Business Day of each month and at such other times as designated by the Administrative Agent at any time when a Default under Section 9.01 or Fees are payablean Event of Default exists. Such Dollar Equivalent shall remain in effect until the same is recalculated by the Administrative Agent as provided above and notice of such recalculation is received by WLI, it being understood that until such notice is received, the Dollar Equivalent shall be that Dollar Equivalent as last reported to WLI by the Administrative Agent. The Administrative -103- 110 Agent shall promptly notify WLI and the Banks of each such determination of the Dollar Equivalent.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower Holdings to the Lenders); provided that, provided that (i) except as otherwise specifically provided herein, all computations of the Applicable Margin, and all computations and all definitions (including accounting terms) used in determining the Excess Cash Flow, the Senior Secured Leverage Ratio, the Total Leverage Ratio and compliance with Sections 49.16 and 10.07, 8.15 and 9, including in each case definitions used therein, shall, in each case, shall utilize United States accounting principles GAAP and policies in effect at the time of the preparation of, and in conformity with those used to prepare, prepare the historical consolidated audited financial statements of the U.S. Borrower delivered Holdings referred to the Lenders pursuant to in Section 7.10(b8.05(a) for Fiscal Year 2004the fiscal year ended December 31, 2008, (ii) to the extent expressly required pursuant to the provisions of this Agreementprovided herein, certain calculations shall be made on a Pro Forma Basis and Basis, (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 9, any amounts so incurred or expended (to the extent incurred or expended in a currency other than U.S. Dollars) shall be converted into U.S. Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate U.S. Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of U.S. Dollars, all outstanding amounts originally incurred or spent in currencies other than U.S. Dollars shall be converted into U.S. Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the U.S. Dollar amount outstanding at any time)) and (iv) all financial statements delivered hereunder shall be prepared, and all financial covenants and other financial calculations contained herein shall be determined, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof. (b) All computations of interest (except as provided in Section 2.15), Commitment Fees and other Fees (other than Drawing Fees) hereunder shall be made on the basis of a year of 360 days (except (x) for interest calculated by reference to the Prime Lending Rate or clause (i) of the definition of Canadian Prime Rate, which shall be based on a year of 365 or 366 days, as applicable or (y) in the case of amounts denominated in Pounds Sterling, which shall be based on a year of 365 days) for the actual number of days (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest interest, Commitment Fees or Fees are payable.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower to the Lenders), ; provided that (i) except as otherwise specifically provided herein, all computations determining the Excess Cash FlowFlow (including the Applicable Excess Cash Flow Percentage), the Senior Secured Leverage Ratio, the Total Leverage Ratio Applicable Margins and compliance with Sections 45.02, 8.15 9.14 and 910, including in each case definitions used therein, shall, in each case, utilize United States accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the historical consolidated audited March 31, 2010 financial statements of the U.S. Borrower delivered to the Lenders pursuant to Section 7.10(b) for Fiscal Year 20048.09(b); provided further, that (iii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis Basis, (ii) for all purposes of this Agreement, all Chinese Receivables Indebtedness and other Foreign Receivables Indebtedness shall be treated as Indebtedness of the Borrower and its Subsidiaries hereunder, regardless of any differing treatment pursuant to generally accepted accounting principles and (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 9 and/or 910, any amounts so incurred or expended (to the extent incurred or expended in a currency other than U.S. Dollars) shall be converted into U.S. Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on or such other basis comparable page as is reasonably satisfactory to may, in the opinion of the Administrative Agent, replace such page for the purpose of displaying such rates) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate U.S. Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of U.S. Dollars, all outstanding amounts originally incurred or spent in currencies other than U.S. Dollars shall be converted into U.S. Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on or such other basis comparable page as is reasonably satisfactory to may, in the opinion of the Administrative Agent, replace such page for the purpose of displaying such rates) as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the U.S. Dollar amount outstanding at any time). (b) All computations of interest (except as provided in the immediately succeeding sentence) and Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 days for days. All computations of Base Rate interest hereunder determined by reference to clause (b) of the definition of “Base Rate” shall be made on the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payableelapsed over a year of 365/366 days.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower to the Lendersthereto); provided, provided that (i) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 9.17 and 10 and calculations of the Excess Cash FlowFixed Charge Coverage Ratio, the Senior Secured Net Leverage Ratio and the Total Net Leverage Ratio, the Total Leverage Ratio and compliance with Sections 4, 8.15 and 9, including in each case definitions used therein, shall, in each case, shall utilize United States accounting principles GAAP and policies in effect at the time of the preparation of, and in conformity with those used to prepare, prepare the historical consolidated audited financial statements of the U.S. Borrower delivered to the Lenders pursuant to Section 7.10(b) for Fiscal Year 2004, (ii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis Financial Statements (subject to purchase accounting and (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 9, any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is adjustments reasonably satisfactory to the Administrative Agent) Agent as a result of the Acquisition); provided, that if the Borrowers notify the Administrative Agent that the Borrowers request an amendment to any provision hereof to eliminate the effect of any change occurring in effect GAAP or in the application thereof on the date operation of such incurrence provision (or expenditure under if the Administrative Agent notifies the Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such Section that has an aggregate Dollar limitation provided for therein (and to notice is given before or after such change in GAAP or in the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of Dollarsapplication thereof, all outstanding amounts originally incurred or spent in currencies other than Dollars then such provision shall be converted into Dollars interpreted on the basis of GAAP as in effect and applied immediately before such change becomes effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided, further, that if such an amendment is requested by the exchange rates Borrowers or the Required Lenders, then the Borrowers and the Administrative Agent shall negotiate in good faith to enter into an amendment of the relevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof, (ii) except as shown otherwise expressly provided herein, for purposes of calculating financial terms, all covenants and related definitions, all such calculations shall be based on Reuters ECB page 37 orthe operations, if same does not provide such exchange ratesassets and results of the Company and its Subsidiaries on a consolidated basis, on such (iii) notwithstanding anything to the contrary contained herein, all covenants and financial ratios contained herein or in any other basis as is reasonably satisfactory Credit Document shall be calculated, in each case, without giving effect to any election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof, (iv) all financial statements delivered to the Administrative Agent) as Agent in effect on accordance with the terms of this Agreement after the date of any new incurrence or expenditures made under any provision accounting change shall contain a schedule showing the adjustments, in any, necessary to reconcile such financial statements with GAAP as in effect immediately prior to such accounting changes, and (v) all references in this Agreement to a four-Fiscal Quarter period of any such Section that regulates the Dollar amount outstanding at any time)Company referring to a period prior to the Effective Date shall refer to the applicable period prior to the Effective Date as if the Company had existed and the Transaction has occurred on the first day of said period. (b) All computations of interest interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Rate in the case of Base Rate Loans, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable. (c) Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio and/or the amount of Consolidated EBITDA) or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the making of any Dividend and/or (B) the making of any Restricted Junior Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrowers, (1) in the case of any Dividend, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (A) the declaration of such Dividend or (B) the making of such Dividend and (2) in the case of any Restricted Junior Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (1) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Junior Payment or (2) the making of such Restricted Junior Payment, in each case, after giving effect to the relevant acquisition, Dividend and/or Restricted Junior Payment on a Pro Forma Basis. (d) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 10.11, any Fixed Charge Coverage Ratio test and/or the amount of Consolidated EBITDA), such financial ratio or test shall be calculated at the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (e) Notwithstanding anything to the contrary contained in paragraph (a) above or in the definition of “Capitalized Lease Obligations”, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Capitalized Lease Obligations in conformity with GAAP on the date hereof shall be considered Capitalized Lease Obligations, and all calculations and deliverables under this Agreement or any other Credit Document shall be made or delivered, as applicable, in accordance therewith (provided, that together with all financial statements delivered to the Administrative Agent in accordance with the terms of this Agreement after the date of any such accounting change, the Borrowers shall deliver a schedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect immediately prior to such accounting change).

Calculations; Computations. (a1) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP IFRS consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower to the Lenders), provided that (i) except as otherwise specifically provided herein, all computations determining the Excess Cash Flow, the Senior Secured Leverage Ratio, the Total Leverage Ratio and compliance with Sections 4, 8.15 and 9, including in each case definitions used therein, shall, in each case, utilize United States accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the historical consolidated audited financial statements of the U.S. Borrower delivered to the Lenders pursuant to Section 7.10(b) for Fiscal Year 2004, (ii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis and (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 9, any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding at any time). (b2) All computations of interest and other Fees hereunder shall be made based on the basis of a year of 360 days 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest interest, or Fees are payable. (3) For the purposes of the Interest Act (Canada), in any case in which an interest or fee rate is stated in this Agreement to be calculated on the basis of a number of days that is other than the number in a calendar year, the yearly rate to which such interest or fee rate is equivalent is equal to such interest or fee rate multiplied by the actual number of days in the year in which the relevant interest or fee payment accrues and divided by the number of days used as the basis for such calculation. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement and the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields. The Administrative Agent agrees that if requested in writing by the Borrower it shall calculate the nominal and effective per annum rate of interest on any outstanding Loan at any time and provide such information to the Borrower, provided that any error in any such calculation, or any failure to provide such information on request, shall not relieve the Borrower or any of the other Credit Parties of any of its obligations under this Agreement or any other Credit Documents, nor result in any liability to the Administrative Agent or the Lenders. The Borrower hereby irrevocably agrees not to plead or assert, whether by way of defence or otherwise, in any proceeding relating to the Credit Documents, that the interest payable under the Credit Documents and the calculation thereof has not been adequately disclosed to the Borrower or any Credit Party, whether pursuant to Section 4 of the Interest Act (Canada) or any other applicable law or legal principle.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with U.S. GAAP generally accepted accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings or the U.S. Borrower Borrowers to the LendersBanks; it being understood and agreed that notes may be absent in the interim financial statements). In addition, provided that (i) except as otherwise specifically provided herein, all computations determining the Excess Cash Flow, the Senior Secured Leverage Ratio, the Total Leverage Ratio and compliance with Sections 4, 8.15 4.02 and 98, including in each case definitions used therein, shall, in each case, shall utilize United States accounting principles and policies in effect at from time to time; provided that if any such accounting principle or policy shall change after the time Effective Date, the Borrowers shall give prompt notice thereof to the Administrative Agent and each of the preparation of, Banks and in conformity with those used to prepareif within 90 days following such notice the Borrowers, the historical consolidated audited financial statements Administrative Agent or the Required Banks shall elect by giving written notice of the U.S. Borrower delivered such election to the Lenders other parties hereto, such computations shall not give effect to such change unless and until this Agreement shall be amended pursuant to Section 7.10(b) for Fiscal Year 200414.12 to give effect to such change. Notwithstanding the foregoing, (ii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis and (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 9, any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding at any time)Basis. (b) All computations of interest and Fees hereunder shall be made on the basis of a year of 360 days (365-366 days in the case of interest on (i) Base Rate Loans maintained at the Prime Lending Rate and (ii) Euro Rate Loans denominated in Pounds Sterling) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable. (c) Except as provided in Section 14.07(d), for purposes of this Agreement, the Dollar Equivalent of each Loan that is an Alternate Currency Loan and each Letter of Credit denominated in an Alternate Currency shall be calculated on the date when any such Loan is made or Letter of Credit is issued, on the second Business Day of each month and at such other times as designated by the Administrative Agent at any time when an Event of Default exists. Such Dollar Equivalent shall remain in effect until the same is recalculated by the Administrative Agent as provided above and notice of such recalculation is received by the Borrowers, it being understood that until such notice is received, the Dollar Equivalent shall be that Dollar Equivalent as last reported to the Borrowers by the Administrative Agent. The Administrative Agent shall promptly notify the Borrowers and the Banks of each such determination of the Dollar Equivalent. (d) For purposes of determining (i) each Borrower's obligation to reimburse in Dollars a Drawing under a Letter of Credit denominated in an Alternate Currency (and each Participant's obligation to fund its Participation with respect to any such Letter of Credit) and (ii) each Borrower's obligation to pay Tranche 1 Letter of Credit Fees, Tranche 2 Letter of Credit Fees and Facing Fees with respect to Letters of Credit denominated in an Alternate Currency, such determinations shall be made by converting the amount of the respective Unpaid Drawing or the amount of the respective Fees, as the case may be, into dollars based on the Dollar Equivalent thereof on the date on which the Drawing occurs or the respective Fees are payable.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP generally accepted accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower Holdings to the Lenders), provided PROVIDED that (i) except as otherwise specifically provided herein, all computations determining of the Excess Cash FlowAvailable Basket Amount, Consolidated Cumulative 25% Net Income, the Senior Secured Leverage Ratio, the Total Leverage Ratio Applicable Margins and all computations determining compliance with Sections 44.02, 8.15 8.13 and 9, including in each case definitions used therein, shall, in each case, 9 shall utilize United States accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, prepare the historical consolidated audited financial statements of for the U.S. Borrower fiscal year ended December 31, 1998 delivered to the Lenders pursuant to Section 7.10(b7.05(a) for Fiscal Year 2004(with the foregoing generally accepted accounting principles, subject to the preceding proviso, herein called "GAAP"), (ii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis and PRO FORMA Basis, (iii) for all purposes of this Agreement, all Attributed Receivables Facility Indebtedness shall be included as Indebtedness in the consolidated financial statements of Holdings and its Subsidiaries, and shall be considered Indebtedness of a Subsidiary of Holdings hereunder, regardless of any differing treatment pursuant to generally acceptable accounting principles, (iv) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 99 (excluding Sections 9.08 and 9.09), any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide Dollar Equivalent of such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) amounts as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide Dollar Equivalent of such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) amounts as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding at any time). , and (bv) All computations for purposes of interest calculating financial terms, all covenants and Fees hereunder related definitions, all such calculations based on the operations of Holdings and its Restricted Subsidiaries on a consolidated basis shall be made on without giving effect to the basis operations of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payableany Unrestricted Subsidiaries.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower to the Lendersthereto), provided that (i) except as otherwise specifically provided herein, all computations determining the Excess Cash Flow, the Senior Secured Leverage Ratio, the Total Leverage Ratio and compliance with Sections 4, 8.15 and 9, including in each case definitions used therein, shall, in each case, utilize United States accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the historical consolidated audited financial statements of if the U.S. Borrower delivered notifies the Administrative Agent that the U.S. Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in U.S. GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the U.S. Borrower that the Required Lenders pursuant request an amendment to Section 7.10(b) any provision hereof for Fiscal Year 2004such purpose), (ii) to regardless of whether any such notice is given before or after such change in U.S. GAAP or in the extent expressly required pursuant to the provisions of this Agreementapplication thereof, certain calculations then such provision shall be made interpreted on a Pro Forma Basis the basis of U.S. GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 9 and/or 910, any amounts so incurred or expended (to the extent incurred or expended in a currency other than U.S. Dollars) shall be converted into U.S. Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate U.S. Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of U.S. Dollars, all outstanding amounts originally incurred or spent in currencies other than U.S. Dollars shall be converted into U.S. Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding at any time). (b) All computations of interest (other than interest based on the Base Rate at times when the Base Rate is based on the Prime Lending Rate), and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable. All computations of interest based on the Prime Lending Rate and clause (x) of the definition of Base Rate shall be based on a year of 365 days. (c) For purposes of the Interest Act (Canada), (i) whenever any interest or fee under this Agreement is calculated using a rate based on a year of 360 days or 365 days, as the case may be, the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate based on a year of 360 days or 365 days, as the case may be, (y) multiplied by the actual number of days in the calendar year in which such annual rate is to be ascertained, and (z) divided by 360 or 365, as the case may be; (ii) the principle of deemed reinvestment or interest does not apply to any interest calculation under this Agreement; and (iii) the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields. (d) If any provision of this Agreement or of any of the other Credit Documents would obligate any Credit Party to make any payment of interest with respect to the Obligations or other amount payable to any Lender in an amount or calculated at a rate which would result in a receipt by that Lender of “interest” with respect to the Obligations at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provision, such amount or rates shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not so result in a receipt by that Lender of interest with respect to the Obligations at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (i) first, by reducing the amount or rates of interest required to be paid to the affected Lender under Section 2.08; and (ii) thereafter, by reducing any charges, fees, commissions, expenses, premiums and other amounts required to be paid to the affected Lender which would constitute “interest” with respect to the Obligations for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if any Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), then the Canadian Borrower shall be entitled, by notice in writing to the affected Lender, to obtain reimbursement from that Lender in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by that Lender to Canadian Borrower. Any amount or rate of interest on the Obligations referred to in this Section 13.07(d) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan or Loans remain outstanding on the assumption that any charges, fees, commissions, expenses, premiums and other amounts that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Borrowing Date to the applicable Maturity Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for the purposes of such determination.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower to the Lenders), ; provided that (i) except as otherwise specifically provided herein, all computations determining the Excess Cash Flow, the Senior Secured Leverage Ratio, the Total Leverage Ratio Applicable Margins and compliance with Sections 44.02, 8.15 8.14 and 9, including in each case definitions used therein, shall, in each case, utilize United States accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the historical consolidated audited March 31, 2003 financial statements of the U.S. Borrower Holdings delivered to the Lenders pursuant to Section 7.10(b) for Fiscal Year 2004); provided further, that (iii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis Basis, (ii) for all purposes of this Agreement, all Receivables Indebtedness shall be treated as Indebtedness of Holdings and its Subsidiaries hereunder, regardless of any differing treatment pursuant to generally accepted accounting principles and (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 9, any amounts so incurred or expended (to the extent incurred or expended in a currency other than U.S. Dollars) shall be converted into U.S. Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate U.S. Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of U.S. Dollars, all outstanding amounts originally incurred or spent in currencies other than U.S. Dollars shall be converted into U.S. Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the U.S. Dollar amount outstanding at any time). (b) All computations of interest and Fees (except as provided in the immediately succeeding sentence) hereunder shall be made on the basis actual number of days elapsed over a year of 360 days for days. All computations of Base Rate interest hereunder shall be made on the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payableelapsed over a year of 365/366 days.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP accounting principles generally accepted in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower Silgan to the Lenders); provided that, provided that (i) except as otherwise specifically provided herein, (i) all computations determining the Excess Cash Flow, the Senior Secured Leverage Ratio, the Total Leverage Ratio and compliance with Sections 4Section 4.02, 8.15 Section 8 and 9, including in each case the definitions used therein, shall, in each case, of Applicable Commitment Commission Percentage and Applicable Margin shall utilize United States accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, prepare the audited historical consolidated audited financial statements of the U.S. Borrower delivered referred to the Lenders pursuant to in Section 7.10(b) for Fiscal Year 20046.07(a), (ii) in determining Interest Expense for any period, no effect shall be given (but only to the extent expressly not already otherwise excluded for the calculation of Interest Expense under this Agreement) to non-cash amounts recorded (or required pursuant to be recorded) in accord with FAS 133, (iii) all computations determining compliance with Sections 8.07 and 8.08 and the definitions of Applicable Commitment Commission Percentage and Applicable Margin shall be determined on a Pro Forma Basis, and (iv) notwithstanding anything to the provisions contrary contained herein, all such financial statements shall be prepared, and all financial covenants contained herein or in any other Credit Document shall be calculated, in each case, without giving effect to any election or requirement under FAS 159, FAS 141R and FAS 157 (or any similar accounting principle) permitting or requiring a Person to value its financial liabilities at the fair value thereof; provided further that (i) in determining EBITDA for any period, no effect shall be given (but only to the extent not already otherwise excluded from the calculation of EBITDA under this Agreement) (I) to FAS 106, certain calculations (II) to non-cash amounts recorded (or required to be recorded) in accordance with FAS 133 or (III) to FAS 141R to the extent relating to expenses incurred in connection with business combinations as part of a Permitted Acquisition, and (ii) for purposes of calculating the Applicable Commitment Commission Percentage, the Applicable Margin and all financial ratios and financial terms, the financial results of Unrestricted Subsidiaries shall be ignored. (b) All computations of interest, Commitment Commission and other Fees hereunder shall be made on the basis of a Pro Forma Basis year of 360 days for the actual number of days (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest, Commitment Commission or other Fees are payable, provided, however, that (i) all computations of interest on Alternate Currency Loans denominated in Pounds Sterling, (ii) all computations of interest on Canadian Prime Rate Loans, (iii) all computations of interest on B/A Discount Rate Loans, (iv) all computations of interest on Base Rate Loans calculated by reference to the Prime Lending Rate and (v) all computations of Drawing Fees, in each case shall be made on the basis of a year of 365 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. (c) Notwithstanding anything to the contrary contained in clause (a) of this Section 12.07, for purposes of determining compliance with any incurrence or expenditure tests set forth in Section 8 (excluding Sections 8 and/or 98.07 and 8.08 and the definitions of Applicable Commitment Commission Percentage, Applicable Margin and Consolidated Tangible Assets), any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the relevant exchange rates (as shown on the relevant page of Reuters ECB or (x) if Reuters does not provide such exchange rates, as shown on the relevant page 37 or, of the Wall Street Journal or (y) if same the Wall Street Journal does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein therein. (and d) For purposes of the Interest Act (Canada) with respect to the extent the respective incurrence Canadian Term Loans or expenditure test regulates the aggregate amount outstanding at Canadian Revolving Loans, whenever any time and it interest, fees or commission to be paid hereunder or in connection herewith is expressed in terms of Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall to be converted into Dollars calculated on the basis of any period of time that is other than the exchange rates number of days in such year (as shown on Reuters ECB page 37 orthe “Contract Period”), if same does not provide the yearly rate to which the rate used in such exchange rates, on such other basis as calculation is reasonably satisfactory to equivalent is the Administrative Agent) as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding at any time). (b) All computations of interest and Fees hereunder shall be made on the basis of a year of 360 days for rate so used multiplied by the actual number of days (including the first day but excluding the last day) occurring in the period for calendar year in which such the same is to be ascertained and divided by the number of days in the Contract Period. The rates of interest under the Agreement are nominal rates, and not effective rates or Fees are payableyields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower to the Lenders), provided that (i) except as otherwise specifically provided herein, all computations determining the Applicable Margins, Excess Cash Flow, the Senior Secured Leverage Ratio, the Total Leverage Ratio and compliance with Sections 4, 8.15 and 9, including in each case definitions used therein, shall, in each case, utilize United States accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the historical consolidated audited financial statements of the U.S. Borrower delivered to the Lenders pursuant to Section 7.10(b) for Fiscal Year 2004, (ii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis and Basis, (iii) subject to clause (iv) below, for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 99 (excluding Sections 9.08 and 9.09), any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding at any time). ) and (biv) All computations for purposes of interest (and Fees hereunder only of) determining compliance with Sections 9.08 and 9.09 and the calculation of the Leverage Ratio as used herein prior to the occurrence of a Sharing Event, the aggregate principal amount of Tranche A Term Loans outstanding at any time shall be made determined by converting the Yen denominated principal amount of the Tranche A Term Loans outstanding at such time into Dollars on the basis of a year the exchange rate quoted by the Administrative Agent as of 360 days for 11:00 A.M. (New York time) on the actual number date two Business Days prior to the Initial Borrowing Date (i.e., the rate used by the Administrative Agent to determine the initial aggregate principal amount of days the Tranche A Term Loans denominated in Yen on the Restatement Effective Date (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payablebased on an intended U.S. Dollar equivalent thereof equal to $350,000,000).

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower to the Lendersthereto), provided that (i) except as otherwise specifically provided herein, all computations determining the Excess Cash Flow, the Senior Secured Leverage Ratio, the Total Leverage Ratio and compliance with Sections 4, 8.15 and 9, including in each case definitions used therein, shall, in each case, utilize United States accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the historical consolidated audited financial statements of if the U.S. Borrower delivered notifies the Administrative Agent that the U.S. Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in U.S. GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the U.S. Borrower that the Required Lenders pursuant request an amendment to Section 7.10(b) any provision hereof for Fiscal Year 2004such purpose), (ii) to regardless of whether any such notice is given before or after such change in U.S. GAAP or in the extent expressly required pursuant to the provisions of this Agreementapplication thereof, certain calculations then such provision shall be made interpreted on a Pro Forma Basis the basis of U.S. GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 9 and/or 910, any amounts so incurred or expended (to the extent incurred or expended in a currency other than U.S. Dollars) shall be converted into U.S. Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate U.S. Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of U.S. Dollars, all outstanding amounts originally incurred or spent in currencies other than U.S. Dollars shall be converted into U.S. Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding at any time). (b) All computations of interest (other than interest based on the Base Rate at times when the Base Rate is based on the Prime Lending Rate), and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable. All computations of interest based on the Prime Lending Rate and clause (x) of the definition of Base Rate shall be based on a year of 365 days. (c) For purposes of the Interest Act (Canada), (i) whenever any interest or fee under this Agreement is calculated using a rate based on a year of 360 days or 365 days, as the case may be, the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate based on a year of 360 days or 365 days, as the case may be, (y) multiplied by the actual number of days in the calendar year in which such annual rate is to be ascertained, and (z) divided by 360 or 365, as the case may be; (ii) the principle of deemed reinvestment or interest does not apply to any interest calculation under this Agreement; and (iii) the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields. (d) If any provision of this Agreement or of any of the other Credit Documents would obligate any Credit Party to make any payment of interest with respect to the Obligations or other amount payable to any Lender in an amount or calculated at a rate which would result in a receipt by that Lender of “interest” with respect to the Obligations at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provision, such amount or rates shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not so result in a receipt by that Lender of interest with respect to the Obligations at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (i) first, by reducing the amount or rates of interest required to be paid to the affected Lender under Section 2.08; and (ii) thereafter, by reducing any charges, fees, commissions, expenses, premiums and other amounts required to be paid to the affected Lender which would constitute “interest” with respect to the Obligations for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if any Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), then the Canadian Borrower shall be entitled, by notice in writing to the affected Lender, to obtain reimbursement from that Lender in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by that Lender to Canadian Borrower. Any amount or rate of interest on the Obligations referred to in this Section 13.07(d) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan or Loans remain outstanding on the assumption that any charges, fees, commissions, expenses, premiums and other amounts that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Initial Borrowing Date to the applicable Maturity Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for the purposes of such determination.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower Holdings to the Lenders); provided that, provided that (i) except as otherwise specifically provided herein, all computations of the Applicable Margin, and all computations and all definitions (including accounting terms) used in determining the Excess Cash Flow, the Senior Secured Leverage Ratio, the Total Leverage Ratio and compliance with Sections 49.16 and 10 10.07, 8.15 and 9, including in each case definitions used therein, shall, in each case, shall utilize United States accounting principles GAAP and policies in effect at the time of the preparation of, and in conformity with those used to prepare, prepare the historical consolidated audited financial statements of the U.S. Borrower delivered Holdings referred to the Lenders pursuant to in Section 7.10(b8.05(a) for Fiscal Year 2004the fiscal year ended December 31, 2008, (ii) to the extent expressly required pursuant to the provisions of this Agreementprovided herein, certain calculations shall be made on a Pro Forma Basis and Basis, (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 9, any amounts so incurred or expended (to the extent incurred or expended in a currency other than U.S. Dollars) shall be converted into U.S. Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate U.S. Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of U.S. Dollars, all outstanding amounts originally incurred or spent in currencies other than U.S. Dollars shall be converted into U.S. Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the U.S. Dollar amount outstanding at any time). ) and (biv) All computations of interest and Fees all financial statements delivered hereunder shall be made on prepared, and all financial covenants and other financial calculations contained herein shall be determined, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any similar accounting principle) permitting a Person to value its financial liabilities at the basis of a year of 360 days for fair value thereof. [added language in bold; changed language shown as stricken]” (i) Exhibit K to the actual number of days (including the first day but excluding the last day) occurring Credit Agreement is hereby restated in the period for which such interest or Fees are payableform attached hereto as Exhibit K; (j) Schedule 10.05(viii) to the Credit Agreement is hereby restated in the form attached hereto as Schedule 10.05(viii).

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP GAAP, consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower Borrowers to the Lenders). (b) Notwithstanding anything to the contrary contained in clause (a) of this Section 13.07, provided that (i) except as otherwise specifically provided herein, all computations determining the Excess Cash Flow, the Senior Secured Leverage Ratio, the Total Leverage Ratio and compliance with Sections 4, 8.15 and 9, including in each case definitions used therein, shall, in each case, utilize United States accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the historical consolidated audited financial statements of the U.S. Borrower delivered to the Lenders pursuant to Section 7.10(b) for Fiscal Year 2004, (ii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis and (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 99 (excluding Sections 9.08 through 9.11, inclusive), any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to Dollar Equivalent of the Administrative Agent) respective amounts as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to Dollar Equivalent of the Administrative Agent) respective amounts as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding at any time)) and (ii) except as expressly otherwise provided herein, all calculations determining compliance with Sections 4.02, 8 and/or 9 and the financial terms as used herein shall be made in accordance with GAAP. (bc) All computations of interest interest, Commitment Commission and Fees hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days, as the case may be, in the case of interest on Base Rate Loans and Canadian Prime Rate Loans) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest interest, Commitment Commission or Fees are payable. (d) For purposes of the Interest Act (Canada), (i) whenever any interest or fee under this Agreement is calculated using a rate based on a year of 360 days or 365 days, as the case may be, the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate based on a year of 360 days or 365 days, as the case may be, (y) multiplied by the actual number of days in the calendar year in which the period for which such interest or fee is payable (or compounded) ends, and (z) divided by 360 or 365, as the case may be; (ii) the principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement; and (iii) the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower to the Lenders), ; provided that (i) except as otherwise specifically provided herein, all computations determining the Excess Cash Flow, the Senior Secured Leverage Ratio, the Total Leverage Ratio Applicable Margins and compliance with Sections 44.02, 8.15 8.14 and 9, including in each case definitions used therein, shall, in each case, utilize United States accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the historical consolidated audited March 31, 2003 financial statements of the U.S. Borrower Holdings delivered to the Lenders pursuant to Section 7.10(b) for Fiscal Year 2004); provided further, that (iii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis Basis, (ii) for all purposes of this Agreement, all Receivables Indebtedness shall be treated as Indebtedness of Holdings and its Subsidiaries hereunder, regardless of any differing treatment pursuant to generally accepted accounting principles and (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 9, any amounts so incurred or expended (to the extent incurred or expended in a currency other than U.S. Dollars) shall be converted into U.S. Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate U.S. Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of U.S. Dollars, all outstanding amounts originally incurred or spent in currencies other than U.S. Dollars shall be converted into U.S. Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the U.S. Dollar amount outstanding at any time). (b) All computations of interest and Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable.