Common use of Calculations; Computations Clause in Contracts

Calculations; Computations. (a) All accounting determinations under this Agreement and all financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings to the Lenders); provided that, to the extent expressly provided herein, certain calculations shall be made on a pro forma basis. Holdings, the Borrower and the Administrative Agent, on behalf of the Lenders, agree that in the event of any material change in GAAP (any such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then following the written request of either the Borrower or the Administrative Agent, the Borrower and the Administrative Agent shall enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Holdings and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by Holdings, the Borrower and Required Lenders, (a) all financial ratios, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (b) the Borrower shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(b), (c), and (g) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating compliance with incurrence based financial covenants (without reflecting such Accounting Change). (b) All computations of interest, 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, Commitment Commission or Fees are payable. (c) For purposes of any computation determining compliance with any incurrence or expenditure tests set forth in Sections 1 and/or 8 or with Dollar-based basket levels appearing in any definitions contained in Section 1.01, any amounts so incurred, expended or utilized (to the extent incurred, expended or utilized in a currency other than Dollars) shall be converted into Dollars on the basis of the Exchange Rates as in effect on the date of such incurrence, expenditure or utilization under any provision of any such Section or definition that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence, expenditure or utilization 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 in effect on the date of any new incurrence, expenditure or utilization made under any provision of any such Section that regulates the Dollar amount outstanding at any time).

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with GAAP generally accepted accounting principles in the United States (or the equivalent thereof in any country in which a Foreign Sales Corporation is doing business, as applicable) consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings to the Lenders); involved, provided that, to the extent expressly (i) except as otherwise specifically provided herein, certain calculations all computations of Available $25 Million Dividend Basket Amount, Available $10 Million Acquisition/Investment Basket Amount, Available Debt Proceeds Amount, Available Unrestricted Proceeds Amount, Available Net Income Amount, Consolidated Cumulative 25% Net Income Amount, Returned Investment Amount and Available Returned Investment Amount and all computations determining compliance with Sections 9.02 through 9.09, inclusive, shall be made on a pro forma basis. Holdingsutilize accounting principles and policies in conformity with those used to prepare the historical financial statements delivered to the Banks pursuant to Sections 7.05(a), the Borrower and the Administrative Agent, on behalf of the Lenders, agree that in the event of any material change in GAAP (any such change, ii) for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date all purposes of this Agreement, then following all Attributed Receivables Facility Indebtedness of the written request Receivables Subsidiary shall be included in the consolidated financial statements of either the Borrower or the Administrative Agent, the Borrower and the Administrative Agent shall enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Holdings Furniture Brands and its Subsidiaries Restricted Subsidiaries, and shall be considered Indebtedness of a Restricted Subsidiary of Furniture Brands hereunder, regardless of any differing treatment pursuant to generally acceptable accounting principles and (iii) for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the same after such Accounting Change as if such Accounting Change had not been made, operations of Furniture Brands and until such time as such an amendment shall have been executed and delivered by Holdings, the Borrower and Required Lenders, (a) all financial ratios, standards and terms in this Agreement its Restricted Subsidiaries on a consolidated basis shall be calculated and/or construed as if such Accounting Change had not been made, and (b) made without giving effect to the Borrower shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(b), (c), and (g) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating compliance with incurrence based financial covenants (without reflecting such Accounting Change)operations of any Unrestricted Subsidiaries. (b) All computations of interest, 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, Commitment Commission or other Fees are payable. (c) For purposes of any computation determining compliance with any incurrence or expenditure tests set forth in Sections 1 and/or 8 or with Dollar-based basket levels appearing in any definitions contained in Section 1.01, any amounts so incurred, expended or utilized (to the extent incurred, expended or utilized in a currency other than Dollars) shall be converted into Dollars on the basis of the Exchange Rates as in effect on the date of such incurrence, expenditure or utilization under any provision of any such Section or definition that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence, expenditure or utilization 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 in effect on the date of any new incurrence, expenditure or utilization made under any provision of any such Section that regulates the Dollar amount outstanding at any time).

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (and, except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings the US Borrower to the Lenders), be consistently applied throughout the periods involved; provided that, that (i) to the extent expressly provided hereinrequired pursuant to the provisions of this Agreement, certain calculations shall be made on a pro forma basis. HoldingsPro Forma Basis, (ii) to the extent compliance with Section 7.09 or 7.10 or the determination of any of the Adjusted Total Leverage Ratio, the Total Leverage Ratio, the Consolidated Interest Coverage Ratio and the Consolidated Fixed Charge Coverage Ratio would include periods occurring prior to the Effective Date, such calculation shall be adjusted on a Pro Forma Basis to give effect to the Transaction as if same had occurred on the first day of the respective period, (iii) in the case of any determinations of Consolidated Interest Expense, Consolidated Fixed Charges or Consolidated EBITDA for any portion of any Test Period that ends prior to the Effective Date, all computations determining compliance with Section 7.09 or 7.10 and all determinations of the Adjusted Total Leverage Ratio, the Total Leverage Ratio (including as used in the definition of Applicable Rate), the Consolidated Interest Coverage Ratio and the Consolidated Fixed Charge Coverage Ratio shall be calculated in accordance with the definition of Test Period contained herein and (iv) for purposes of calculating the Applicable Rate, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of the US Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries. (i) The Administrative Agent shall determine the US Dollar Equivalent of any Borrowing denominated in Canadian Dollars or Sterling or any B/A accepted and purchased under Section 2.07 as of each date (with such date to be reasonably determined by the Administrative Agent, on behalf of the Lenders, agree that in the event of any material change in GAAP (any such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after is on or about the date of a Notice of Borrowing, Interest Election Request or request for an acceptance and purchase of B/As with respect to such Borrowing or B/A, in each case using the Spot Exchange Rate for the applicable currency in relation to US Dollars in effect on the date of determination and each such amount shall be the US Dollar Equivalent of such Borrowing or B/A until the next required calculation thereof pursuant to this Agreement, then following Section 10.06(b)(i). The Administrative Agent shall in addition determine the written request US Dollar Equivalent of either any Borrowing denominated in Canadian Dollars or Sterling or any B/A accepted and purchased under Section 2.07 as of the Borrower or CAM Exchange Date as set forth in Section 2.21. (ii) The Administrative Agent shall determine the US Dollar Equivalent of any Canadian Dollar Letter of Credit as of each date (with such date to be reasonably determined by the Administrative Agent) that is on or about the date of each request for the issuance, amendment, renewal or extension of such Canadian Dollar Letter of Credit, using the Borrower Spot Exchange Rate for Canadian Dollars in relation to US Dollars in effect on the date of determination, and each such amount shall be the US Dollar Equivalent of such Letter of Credit until the next required calculation thereof pursuant to this Section 10.06(b)(ii). The Administrative Agent shall enter into good faith negotiations in order to amend such provisions addition determine the US Dollar Equivalent of this Agreement so any Canadian Dollar Letter of Credit as to equitably reflect any such Accounting Change with of the desired result that the criteria for evaluating the financial condition of Holdings and its Subsidiaries shall be the same after such Accounting Change CAM Exchange Date as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by Holdings, the Borrower and Required Lenders, (a) all financial ratios, standards and terms set forth in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (b) the Borrower shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(b), (c), and (g) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating compliance with incurrence based financial covenants (without reflecting such Accounting Change)Section 2.21. (biii) All computations The US Dollar Equivalent of interest, Commitment Commission any LC Disbursement made by any Letter of Credit Issuer in respect of any Canadian Dollar Letter of Credit and other Fees hereunder not reimbursed by the US Borrower shall be made on determined as set forth in paragraphs (e) or (l) of Section 2.05, as applicable. In addition, the basis Canadian Dollar LC Exposure shall be determined as set forth in paragraph (j) of a year of 360 days for Section 2.05, at the actual number of days (including the first day but excluding the last day) occurring time and in the period for which such interest, Commitment Commission or Fees are payablecircumstances specified therein. (c) For the purpose of determining compliance with Sections 7.04(d), (g) and (o), any interest on any Indebtedness theretofore incurred pursuant to such Sections that is capitalized and/or paid in the form of additional Indebtedness with the same terms shall not be treated as an incurrence of additional Indebtedness for purposes of any computation determining compliance with the dollar limitations set forth therein. (d) Notwithstanding anything to the contrary contained in clause (a) of this Section 10.06, for purposes of determining compliance with any incurrence or expenditure tests set forth in Article VI or VII (excluding Sections 1 and/or 8 or with Dollar-based basket levels appearing in any definitions contained in Section 1.017.09 and 7.10), any amounts so incurred, incurred or expended or utilized (to the extent incurred, incurred or expended or utilized in a currency other than US Dollars) shall be converted into US Dollars on the basis of the Exchange Rates US Dollar Equivalent of the respective such amounts as in effect on the date of such incurrence, incurrence or expenditure or utilization under any provision of any such Section or definition that has an aggregate US Dollar limitation provided for therein (and to the extent the respective incurrence, expenditure or utilization incurrence test regulates limits the aggregate amount outstanding (or expended) at any time and it is expressed in terms of US Dollars, all outstanding amounts originally incurred or spent expended in currencies a currency other than US Dollars shall be converted into US Dollars on the basis of the Exchange Rates US Dollar Equivalent of the respective such amounts as in effect on the date of any new incurrence, expenditure incurrence or utilization expenditures made under any provision of any such Section that regulates the US Dollar amount outstanding (or expended) at any time). Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time, provided that, if the US Borrower notifies the Administrative Agent that the US Borrower requests an amendment to any provision (including any definition) hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the US Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be 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.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or thereto); provided, that (i) except as otherwise disclosed in writing by Holdings to the Lenders); provided that, to the extent expressly specifically provided herein, certain all computations and all definitions (including accounting terms) used in determining compliance with Sections 9.16 and 10 and calculations shall be made on a pro forma basis. Holdings, of the Borrower Fixed Charge Coverage Ratio and the Secured Net Leverage Ratio, shall utilize GAAP and policies in conformity with those used to prepare the Pro Forma Financial Statements (subject to purchase accounting and other adjustments reasonably satisfactory to the Administrative Agent, on behalf Agent as a result of the LendersAcquisition); provided, agree 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 GAAP or in the event application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers that the Required Lenders request an amendment to any material provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP (any such change, for or in the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreementapplication thereof, then following such provision shall be interpreted on the written request basis of either 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 Borrower Borrowers or the Administrative AgentRequired Lenders, then the Borrower Borrowers and the Administrative Agent shall negotiate in good faith to enter into good faith negotiations 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 order light of such change in GAAP or the application thereof, (ii) except as otherwise expressly provided herein, for purposes of calculating financial terms, all covenants and related definitions, all such calculations shall be based on the operations, assets and results of the Company and its Subsidiaries on a consolidated basis, (iii) notwithstanding anything to amend such provisions the contrary contained herein, all covenants and financial ratios contained herein or in any other 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 in accordance with the terms of this Agreement so after the date of any 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 equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Holdings and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been madeaccounting changes, and until such time as such an amendment shall have been executed and delivered by Holdings, the Borrower and Required Lenders, (av) all financial ratios, standards and terms references in this Agreement to a four-Fiscal Quarter period of the Company referring to a period prior to the Effective Date shall be calculated and/or construed refer to the applicable period prior to the Effective Date as if such Accounting Change the Company had not been made, and (b) the Borrower shall prepare footnotes to each certificate existed and the financial statements required to be delivered pursuant to Sections 7.01(b), (c), and (g) hereunder that show Transaction has occurred on the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating compliance with incurrence based financial covenants (without reflecting such Accounting Change)first day of said period. (b) All computations of 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, Commitment Commission or Fees interest are payable. (c) For purposes Notwithstanding anything to the contrary herein, to the extent that the terms of any computation determining this Agreement require (i) compliance with any incurrence financial ratio or expenditure tests set forth in Sections 1 and/or 8 or with Dollar-based basket levels appearing in any definitions contained in Section 1.01test (including, without limitation, any amounts so incurredFixed 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, expended 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 utilized (to the extent incurred, expended or utilized in a currency other than Dollars) shall be converted into Dollars on the basis of the Exchange Rates as in effect on financial statements for the date most recently ended Test Period at the time of) (A) the declaration of such incurrence, expenditure Dividend or utilization under any provision (B) the making of such Dividend and (2) in the case of any such Section Restricted Junior Payment, at the time of (or definition that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence, expenditure or utilization 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 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 effect 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 new incurrencesuch accounting change, expenditure or utilization made under any provision of any the Borrowers shall deliver a schedule showing the adjustments necessary to reconcile such Section that regulates the Dollar amount outstanding at any timefinancial statements with GAAP as in effect immediately prior to such accounting change).

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with 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 the Borrower to the Lenders) (“GAAP”); provided that, to the extent expressly except as otherwise specifically provided herein, certain calculations all computations of Excess Cash Flow, Consolidated Cash Interest Expense, Consolidated Debt, Adjusted Consolidated Debt, Consolidated EBIT, Consolidated EBITDA, Consolidated Interest Coverage Ratio, Adjusted Consolidated Leverage Ratio, Consolidated Leverage Ratio, Consolidated Net Income, Consolidated Senior Secured Debt and Consolidated Senior Secured Leverage Ratio (in each case including component defined terms) and all computations determining compliance with Sections 9.08 and 9.09 shall be made on a pro forma basis. Holdings, utilize accounting principles and policies in conformity with those used to prepare the Borrower and the Administrative Agent, on behalf of the Lenders, agree that in the event of any material change in GAAP (any such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then following the written request of either the Borrower or the Administrative Agent, the Borrower and the Administrative Agent shall enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Holdings and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by Holdings, the Borrower and Required Lenders, (a) all financial ratios, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (b) the Borrower shall prepare footnotes to each certificate and the historical financial statements required of Vanguard referred to be delivered pursuant to Sections 7.01(b), (c), and (g) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating compliance with incurrence based financial covenants (without reflecting such Accounting Changein Section 7.05(a). (b) All computations of interest, any Revolving Loan Commitment Commission Commission, and other Fees hereunder shall be made (i) in the case of Base Rate Loans based on the basis Administrative Agent’s “prime rate”, on the actual number of days elapsed over a year of 365 or 366 days, as the case may be, and (ii) in all other cases, on the actual number of days over a year of 360 days for the actual number of days (in each case including the first day but excluding the last day). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 4.03(a), bear interest for one (1) occurring in day. Each determination by the period for which such interest, Commitment Commission Administrative Agent of an interest rate or Fees are payable. (c) For purposes of any computation determining compliance with any incurrence or expenditure tests set forth in Sections 1 and/or 8 or with Dollar-based basket levels appearing in any definitions contained in Section 1.01, any amounts so incurred, expended or utilized (to the extent incurred, expended or utilized in a currency other than Dollars) fee hereunder shall be converted into Dollars on the basis of the Exchange Rates as in effect on the date of such incurrenceconclusive and binding for all purposes, expenditure or utilization under any provision of any such Section or definition that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence, expenditure or utilization 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 in effect on the date of any new incurrence, expenditure or utilization made under any provision of any such Section that regulates the Dollar amount outstanding at any time)absent manifest error.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to -------------------------- be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings the Borrower to the LendersBanks); provided, that except as otherwise specifically -------- provided herein, all computations determining the Adjusted Total Leverage Ratio, the Total Leverage Ratio and the Adjusted Senior Leverage Ratio and compliance with Sections 4.02, 8.14 and 9, including definitions used therein shall, in each case, utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the December 31, 1998 financial statements of the Borrower delivered to the Banks pursuant to Section 7.10(b); provided thatfurther, that (i) to the extent expressly provided hereinrequired ---------------- pursuant to the provisions of this Agreement, certain calculations shall be made on a pro forma basis. HoldingsPro Forma --- ----- Basis, (ii) to the extent compliance with any of Section 9.09 or 9.10 or the determination of any of the Adjusted Total Leverage Ratio, the Total Leverage Ratio and the Adjusted Senior Leverage Ratio would include periods occurring prior to the Initial Borrowing Date, such calculation shall be adjusted on a Pro --- Forma Basis to give effect to the Transaction as if same had occurred on the ----- first day of the respective period, (iii) in the case of any determinations of Consolidated Interest Expense or Consolidated EBITDA for any portion of any Test Period which ends prior to the Initial Borrowing Date, all computations determining compliance with Sections 9.09 or 9.10 and all determinations of the Adjusted Total Leverage Ratio, the Adjusted Senior Leverage Ratio and the Total Leverage Ratio (including as used in the definition of Applicable Margin) shall be calculated in accordance with the definition of Test Period contained herein and (iv) for purposes of calculating the Applicable Margins, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of the Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the Administrative Agent, on behalf of the Lenders, agree that in the event operations of any material change in GAAP (any such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then following the written request of either the Borrower or the Administrative Agent, the Borrower and the Administrative Agent shall enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Holdings and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by Holdings, the Borrower and Required Lenders, (a) all financial ratios, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (b) the Borrower shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(b), (c), and (g) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating compliance with incurrence based financial covenants (without reflecting such Accounting Change)Unrestricted Subsidiaries. (b) All computations of interest, Commitment Commission interest and other 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, Commitment Commission or Fees are payabledays. (c) For purposes of any computation determining compliance with any incurrence or expenditure tests set forth in Sections 1 and/or 8 or with Dollar-based basket levels appearing in any definitions contained in Section 1.01, any amounts so incurred, expended or utilized (to the extent incurred, expended or utilized in a currency other than Dollars) shall be converted into Dollars on the basis of the Exchange Rates as in effect on the date of such incurrence, expenditure or utilization under any provision of any such Section or definition that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence, expenditure or utilization 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 in effect on the date of any new incurrence, expenditure or utilization made under any provision of any such Section that regulates the Dollar amount outstanding at any time).

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with 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 to the Lenders); provided that, (i) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining the Applicable Commitment Fee Percentage, the Applicable Margins and the Incremental Term Loan Commitment Requirements and compliance with Sections 8.16, 9.04(xii) and 9.07 shall utilize generally accepted accounting principles and policies in conformity with those used to prepare the December 31, 2005 year-end historical financial statements of Holdings and its Subsidiaries referred to in Section 7.05(a), (ii) to the extent expressly provided herein, certain calculations shall be made on a pro forma basis. HoldingsPro Forma Basis, and (iii) for the period from the Initial Borrowing Date through and including the earlier of the Existing Senior Notes Redemption Date, all computations and all definitions (including accounting terms) used in determining the Applicable Commitment Fee Percentage, the Borrower Applicable Margins and the Administrative AgentIncremental Term Loan Commitment Requirements and compliance with Sections 8.16, on behalf of the Lenders9.04(xii) and 9.07, agree that in the event of any material change in GAAP (any such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then following the written request of either the Borrower or the Administrative Agent, the Borrower and the Administrative Agent shall enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Holdings and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by Holdings, the Borrower and Required Lenders, (a) all financial ratios, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had the Existing Senior Notes were not been made, outstanding and (b) the Borrower shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(b), (c), and (g) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating compliance with incurrence based financial covenants (without reflecting such Accounting Change)as if there was no interest expense associated therewith. (b) All computations of interest, 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; 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 Fees are payable. (c) For purposes of any computation determining compliance with any incurrence or expenditure tests set forth in Sections 1 and/or 8 or with Dollar-based basket levels appearing in any definitions contained in Section 1.01, any amounts so incurred, expended or utilized (to the extent incurred, expended or utilized in a currency other than Dollars) shall be converted into Dollars on the basis of the Exchange Rates as in effect on the date of such incurrence, expenditure or utilization under any provision of any such Section or definition that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence, expenditure or utilization 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 in effect on the date of any new incurrence, expenditure or utilization made under any provision of any such Section that regulates the Dollar amount outstanding at any time).

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial ---------------------------- statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (and, except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings the US Borrower to the Lenders), be consistently applied throughout the periods involved; provided that, except as -------- otherwise specifically provided herein, all computations 156 determining the Adjusted Total Leverage Ratio, the Total Leverage Ratio and the Adjusted Senior Leverage Ratio and compliance with Sections 2.12, 6.14 and Article VII, including definitions used therein shall, in each case, utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the December 31, 2000 financial statements delivered to the Lenders pursuant to Section 5.10(b); provided -------- further that (i) to the extent expressly provided hereinrequired pursuant to the provisions of ------- this Agreement, certain calculations shall be made on a pro forma basis. HoldingsPro Forma Basis, (ii) to the extent compliance with Section 7.09 or 7.10 or the determination of any of the Adjusted Total Leverage Ratio, the Borrower Total Leverage Ratio and the Administrative AgentAdjusted Senior Leverage Ratio would include periods occurring prior to the Initial Borrowing Date, such calculation shall be adjusted on behalf a Pro Forma Basis to give effect to the Transaction as if same had occurred on the first day of the Lendersrespective period, agree that (iii) in the event case of any material change in GAAP (determinations of Consolidated Interest Expense or Consolidated EBITDA for any such changeportion of any Test Period that ends prior to the Initial Borrowing Date, for all computations determining compliance with Section 7.09 or 7.10 and all determinations of the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then following the written request of either the Borrower or the Administrative AgentAdjusted Total Leverage Ratio, the Borrower Adjusted Senior Leverage Ratio and the Administrative Agent Total Leverage Ratio (including as used in the definition of Applicable Rate) shall enter into good faith negotiations be calculated in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change accordance with the desired result that definition of Test Period contained herein and (iv) for purposes of calculating the criteria for evaluating Applicable Rate, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the financial condition operations of Holdings the US Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by Holdings, the Borrower and Required Lenders, (a) all financial ratios, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (b) the Borrower shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(b), (c), and (g) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating compliance with incurrence based financial covenants (without reflecting such Accounting Change)operations of any Unrestricted Subsidiaries. (b) All computations The US Dollar Equivalent of interest, Commitment Commission each Loan denominated in Sterling and other Fees hereunder each Loan and B/A Drawing denominated in Canadian Dollars shall be made calculated on the basis date when the applicable Notice of a year Borrowing is delivered or the acceptance and purchase of 360 days for any B/A is requested, on the actual number second Business Day of days (including each month and at such other times as may be designated by the first day but excluding Applicable Agent. Such US Dollar Equivalent shall remain in effect until the same is recalculated by the Applicable Agent as provided above and notice of such recalculation is received by the US Borrower, it being understood that until such notice is received, the US Dollar Equivalent shall be that US Dollar Equivalent as last day) occurring in reported to the period for which US Borrower by the Applicable Agent. The Applicable Agent shall promptly notify the US Borrower and the Lenders of each such interest, Commitment Commission or Fees are payabledetermination of the US Dollar Equivalent. (c) For the purpose of determining compliance with Sections 7.04(d), (g) and (o), any interest on any Indebtedness theretofore incurred pursuant to such Sections that is capitalized and/or paid in the form of additional Indebtedness with the same terms shall not be treated as an incurrence of additional Indebtedness for purposes of any computation determining compliance with the dollar limitations set forth therein. (d) Notwithstanding anything to the contrary contained in clause (a) of this Section 10.06, for purposes of determining compliance with any incurrence or expenditure tests set forth in Articles VI or VII (excluding Sections 1 and/or 8 or with Dollar-based basket levels appearing in any definitions contained in Section 1.017.09 and 7.10), any amounts so incurred, incurred or expended or utilized (to the extent incurred, incurred or expended or utilized in a currency other than US Dollars) shall be converted into US Dollars on the basis of the Exchange Rates US Dollar Equivalent of the respective such amounts as in effect on the date of such incurrence, incurrence or expenditure or utilization under any provision of any such Section or definition that has an aggregate US Dollar limitation provided for therein (and to the extent the respective incurrence, expenditure or utilization incurrence test regulates limits the aggregate amount outstanding (or expended) at any time and it is expressed in terms of US Dollars, all outstanding amounts originally incurred or spent expended in currencies a currency other than US 157 Dollars shall be converted into US Dollars on the basis of the Exchange Rates US Dollar Equivalent of the respective such amounts as in effect on the date of any new incurrence, expenditure incurrence or utilization expenditures made under any provision of any such Section that regulates the US Dollar amount outstanding (or expended) at any time).

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with 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 the Borrower to the Lenders); provided that, notwithstanding anything to the extent expressly contrary contained in this Agreement, all computations determining compliance with Sections 9.08, 9.09 and 9.10 and the definitions of Applicable Commitment Commission Percentage and Applicable Margin shall include the consolidated Indebtedness (other than Indebtedness for borrowed money evidenced by a Parent Note), consolidated net cash interest expense and consolidated EBITDA, as the case may be, of each Non-Controlled Entity; provided further, that, except as otherwise specifically provided herein, certain calculations shall be made on a pro forma basis. Holdings(i) all computations of Excess Cash Flow and all computations determining compliance with Sections 9.07 through 9.10, the Borrower inclusive, and the Administrative Agent, on behalf definitions of Applicable Commitment Commission Percentage and Applicable Margin shall utilize accounting principles and policies in conformity with those used to prepare the Lenders, agree that in the event of any material change in GAAP (any such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then following the written request of either the Borrower or the Administrative Agent, the Borrower and the Administrative Agent shall enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Holdings and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by Holdings, the Borrower and Required Lenders, (a) all financial ratios, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (b) the Borrower shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(b), (c), and (g) hereunder that show the differences between the historical financial statements delivered (which reflect such Accounting Changeto the Lenders pursuant to Section 7.05(a) and the basis for calculating (ii) all computations determining compliance with incurrence based financial covenants Sections 9.08, 9.09 and 9.10 and the definitions of Applicable Commitment Commission Percentage and Applicable Margin shall be determined on a Pro Forma Basis (without reflecting such Accounting Changewith the foregoing generally accepted accounting principles, subject to the preceding proviso, herein called "GAAP"). (b) All computations of interestinterest on Eurodollar Loans, 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, Commitment Commission or Fees are payable. (c) For purposes payable and all computations of any computation determining compliance with any incurrence or expenditure tests set forth in Sections 1 and/or 8 or with Dollar-based basket levels appearing in any definitions contained in Section 1.01, any amounts so incurred, expended or utilized (to the extent incurred, expended or utilized in a currency other than Dollars) interest on Base Rate Loans shall be converted into Dollars made on the basis of a year of 365 days or 366 days, as the Exchange Rates as case may be, for the actual number of days (including the first day but excluding the last day) occurring in effect on the date of period for which such incurrence, expenditure or utilization under any provision of any such Section or definition that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence, expenditure or utilization test regulates the aggregate amount outstanding at any time and it interest 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 in effect on the date of any new incurrence, expenditure or utilization made under any provision of any such Section that regulates the Dollar amount outstanding at any time)payable.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings the Borrower to the Lenders); provided thatthat (i) notwithstanding anything to the 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 under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof, (ii) to the extent expressly provided herein, certain calculations shall be made on a pro forma basis, and (iii) for the avoidance of doubt, all operating lease expense and other liabilities with respect to leases of the Borrower and its Subsidiaries that would constitute operating leases under GAAP as of the Effective Date shall not be included in the calculations of Indebtedness or Consolidated Interest Expense hereunder. Holdings, the The Borrower and the Administrative Agent, on behalf of the Lenders, agree that in the event of any material change in GAAP (any such change, for the purpose of this Section 11.0713.07, an “Accounting Change”) that occurs after the date of this Agreement, then following the written request of either any of the Borrower Borrower, the Administrative Agent or the Administrative AgentRequired Lenders, the Borrower and the Administrative Agent shall enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Holdings the Borrower and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by Holdings, the Borrower and the Required Lenders, (a) all financial ratioscovenants, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (b) the Borrower shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(b9.01(a), (b), (c), ) and (gf) hereunder that show the material differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance with incurrence based financial covenants (without reflecting such Accounting Change). (b) All computations of interest, Commitment Commission interest 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 Lending Rate, 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, Commitment Commission or Fees are payable. (c) For purposes of any computation determining compliance with any incurrence or expenditure tests set forth in Sections 1 and/or 8 or with Dollar-based basket levels appearing in any definitions contained in Section 1.01, any amounts so incurred, expended or utilized (to the extent incurred, expended or utilized in a currency other than Dollars) shall be converted into Dollars on the basis of the Exchange Rates as in effect on the date of such incurrence, expenditure or utilization under any provision of any such Section or definition that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence, expenditure or utilization 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 in effect on the date of any new incurrence, expenditure or utilization made under any provision of any such Section that regulates the Dollar amount outstanding at any time).

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with 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 the Borrower to the LendersBanks); , provided thatthat (i) except as otherwise specifically provided herein, all computations of Available Basket Amount, Consolidated Cumulative 25% Net Income, the Applicable Margin and all computations determining compliance with Section 9 shall utilize accounting principles and policies in conformity with those used to prepare the historical financial statements delivered to the Banks pursuant to Section 7.05(a) (with the foregoing generally accepted accounting principles, subject to the preceding proviso, herein called "GAAP"), (ii) to the extent expressly provided hereinrequired pursuant to the provisions of this Agreement, certain calculations shall be made on a pro forma basis. HoldingsPro Forma Basis, the Borrower and the Administrative Agent, on behalf of the Lenders, agree that in the event of any material change in GAAP (any such change, iii) for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date all purposes of this Agreement, then following all Attributed Receivables Facility Indebtedness shall be included as Indebtedness in the written request consolidated financial statements of either the Borrower or the Administrative Agent, the Borrower and the Administrative Agent shall enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Holdings its Subsidiaries, and its Subsidiaries shall be considered Indebtedness of a Subsidiary of the same after such Accounting Change as if such Accounting Change had not been madeBorrower hereunder, regardless of any differing treatment pursuant to generally acceptable accounting principles, and until (iv) for purposes of calculating financial terms, all covenants and related definitions, all such time as such an amendment shall have been executed and delivered by Holdings, calculations based on the operations of the Borrower and Required Lenders, (a) all financial ratios, standards and terms in this Agreement its Restricted Subsidiaries on a consolidated basis shall be calculated and/or construed as if such Accounting Change had not been made, and (b) made without giving effect to the Borrower shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(b), (c), and (g) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating compliance with incurrence based financial covenants (without reflecting such Accounting Change)operations of any Unrestricted Subsidiaries. (b) All computations of Eurodollar interest, 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, Commitment Commission or Fees are payable. (c) For purposes . All computations of any computation determining compliance with any incurrence or expenditure tests set forth in Sections 1 and/or 8 or with Dollar-based basket levels appearing in any definitions contained in Section 1.01, any amounts so incurred, expended or utilized (to the extent incurred, expended or utilized in a currency other than Dollars) Base Rate interest hereunder shall be converted into Dollars made on the basis of a year of 365/366 days for the Exchange Rates as actual number of days (including the first day but excluding the last day) occurring in effect on the date of period for which such incurrence, expenditure or utilization under any provision of any such Section or definition that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence, expenditure or utilization test regulates the aggregate amount outstanding at any time and it interest 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 in effect on the date of any new incurrence, expenditure or utilization made under any provision of any such Section that regulates the Dollar amount outstanding at any time)payable.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings the Borrower to the Lenders); provided PROVIDED that, except as otherwise specifically provided herein, all computations determining the Consolidated Interest Coverage Ratio, the Total Leverage Ratio and the Senior Secured Leverage Ratio and compliance with Sections 4.02, 8.14 and 9, including definitions used therein shall, in each case, utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the December 31, 2003 financial statements of Intelsat, Ltd. delivered to the Lenders pursuant to Section 7.10(b); PROVIDED FURTHER, that (i) to the extent expressly provided hereinrequired pursuant to the provisions of this Agreement, certain calculations shall be made on a pro forma basis. HoldingsPRO FORMA Basis, (ii) any determination of Consolidated Interest Expense or Consolidated EBITDA for any portion of any Test Period which ends prior to the Initial Borrowing Date shall be calculated in accordance with the definition of Test Period contained herein and (iii) for purposes of calculating the Applicable Margins, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of the Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the Administrative Agent, on behalf of the Lenders, agree that in the event operations of any material change in GAAP (any such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then following the written request of either the Borrower or the Administrative Agent, the Borrower and the Administrative Agent shall enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Holdings and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by Holdings, the Borrower and Required Lenders, (a) all financial ratios, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (b) the Borrower shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(b), (c), and (g) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating compliance with incurrence based financial covenants (without reflecting such Accounting Change)Unrestricted Subsidiaries. (b) All computations of interest, Commitment Commission interest and other Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 days for the actual number of (365-366 days (including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or Fees are payablecase of interest on Base Rate Loans maintained at the Prime Lending Rate). (c) For purposes of any computation determining compliance with any incurrence or expenditure tests set forth this Agreement, the Dollar Equivalent of the Stated Amount of each Letter of Credit denominated in Sections 1 and/or 8 or with Dollar-based basket levels appearing in any definitions contained in Section 1.01, any amounts so incurred, expended or utilized (to the extent incurred, expended or utilized in a currency other than Dollars) Euros shall be converted into Dollars on the basis of the Exchange Rates as in effect calculated on the date when such Letter of Credit is issued, on the first Business Day of each month and at such other times as designated by the Administrative Agent. Such Dollar Equivalent shall remain in effect until the same is recalculated by the Administrative Agent as provided above and notice of such incurrencerecalculation is received by the Borrower, expenditure or utilization under any provision it being understood that until such notice of any such Section or definition that has an aggregate recalculation is received, the Dollar limitation provided for therein (and to the extent the respective incurrence, expenditure or utilization 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 Equivalent shall be converted into Dollars on that Dollar Equivalent as last reported to 160 the basis Borrower by the Administrative Agent. The Administrative Agent shall promptly notify the Borrower and the Lenders of each such determination of the Exchange Rates as in effect on the date of any new incurrence, expenditure or utilization made under any provision of any such Section that regulates the Dollar amount outstanding at any time)Equivalent.

Calculations; Computations. (a) All accounting determinations under this Agreement terms not specifically or completely defined herein shall be construed in conformity with, and all financial statements data (including financial ratios and other financial calculations) required to be furnished submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, except as otherwise specifically prescribed herein. (b) If at any time any change in GAAP or in the application of GAAP would affect the computation of Excess Cash Flow or any financial ratio or financial term or definition set #4848-1207-1386 169 (c) Notwithstanding anything to the Lenders contrary contained herein, (i) other than with respect to the delivery if financial statements pursuant hereto to Sections 7.01(a), (b) and (c), (x) the consolidation of the accounts of Holdings and its Restricted Subsidiaries shall not include the consolidation of the accounts of any Unrestricted Subsidiary and (y) all financial calculations, definitions and computations shall made without the inclusion of any Unrestricted Subsidiary, for such purposes deeming any Unrestricted Subsidiary as not existing at the time any determination is made with respect to such financial calculation, definition or computation, (ii) all financial statements shall be made prepared, and prepared the Total Secured Net Leverage Ratio, the First Lien Net Leverage Ratio and Total Net Leverage Ratio shall be calculated, in accordance with GAAP consistently applied throughout 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 periods involved fair value thereof or the application of FAS 133, FAS 150 or FAS 123r (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings to the Lenders); provided that, to the extent expressly provided hereinthat the pronouncements in FAS 123r result in recording an equity award as a liability on the consolidated balance sheet of Holdings and its Subsidiaries in the circumstance where, certain calculations but for the application of the pronouncements, such award would have been classified as equity) and (iii) with respect to any period during which the Transactions or any Specified Transaction occurs, the calculation of the Total Net Leverage Ratio, Total Secured Net Leverage Ratio, First Lien Net Leverage Ratio, Interest Coverage Ratio, Consolidated EBITDA and Consolidated Total Assets or for any other purpose hereunder, with respect to such period shall be made on a pro forma basisPro Forma Basis. HoldingsFor the avoidance of doubt, notwithstanding any changes in GAAP after the Borrower and the Administrative Agent, on behalf Closing Date that would require lease obligations that would be treated as operating leases as of the Lenders, agree that in Closing Date to be classified and accounted for as Capital Lease Obligations or otherwise reflected on the event of any material change in GAAP (any such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then following the written request of either the Borrower or the Administrative Agent, the Borrower and the Administrative Agent shall enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition consolidated balance sheet of Holdings and its Subsidiaries Subsidiaries, such obligations shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by Holdings, the Borrower and Required Lenders, (a) all financial ratios, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (b) the Borrower shall prepare footnotes to each certificate and the financial statements required continue to be delivered pursuant to Sections 7.01(b), (c), excluded from the definition of Indebtedness and (g) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating compliance with incurrence based financial covenants (without reflecting such Accounting Change)Capital Lease Obligations. (bd) All computations of interest, Commitment Commission interest 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 Lending Rate 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, Commitment Commission interest or Fees are payable. (c) For purposes of any computation determining compliance with any incurrence or expenditure tests set forth in Sections 1 and/or 8 or with Dollar-based basket levels appearing in any definitions contained in Section 1.01, any amounts so incurred, expended or utilized (to the extent incurred, expended or utilized in a currency other than Dollars) shall be converted into Dollars on the basis of the Exchange Rates as in effect on the date of such incurrence, expenditure or utilization under any provision of any such Section or definition that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence, expenditure or utilization 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 in effect on the date of any new incurrence, expenditure or utilization made under any provision of any such Section that regulates the Dollar amount outstanding at any time).

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to -------------------------- be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings RPP USA to the Lenders); provided that, except as otherwise specifically -------- provided herein, all computations determining the Adjusted Total Leverage Ratio, the Total Leverage Ratio and the Adjusted Senior Leverage Ratio and compliance with Sections 4.02, 8.14 and 9, including definitions used therein shall, in each case, utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the December 31, 1999 financial statements delivered to the Lenders pursuant to Section 7.10(b); and provided further, that (i) to the extent expressly provided hereinrequired ---------------- pursuant to the provisions of this Agreement, certain calculations shall be made on a pro forma basis. HoldingsPro Forma Basis, (ii) to the extent compliance with any of Section 9.09 or --- ----- 9.10 or the determination of any of the Adjusted Total Leverage Ratio, the Borrower Total Leverage Ratio and the Administrative AgentAdjusted Senior Leverage Ratio would include periods occurring prior to the Initial Borrowing Date, such calculation shall be adjusted on behalf a Pro Forma Basis to give effect to the Transaction as if same had --- ----- occurred on the first day of the Lendersrespective period, agree that (iii) in the event case of any material change in GAAP (determinations of Consolidated Interest Expense or Consolidated EBITDA for any such changeportion of any Test Period which ends prior to the Initial Borrowing Date, for all computations determining compliance with Sections 9.09 or 9.10 and all determinations of the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then following the written request of either the Borrower or the Administrative AgentAdjusted Total Leverage Ratio, the Borrower Adjusted Senior Leverage Ratio and the Administrative Agent Total Leverage Ratio (including as used in the definition of Applicable Commitment Fee Percentage and Applicable Margin) shall enter into good faith negotiations be calculated in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change accordance with the desired result that definition of Test Period contained herein and (iv) for purposes of calculating the criteria for evaluating Applicable Commitment Fee Percentage and the Applicable Margin, financial condition ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of Holdings RPP USA and its Subsidiaries on a consolidated basis shall be made without giving effect to the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by Holdings, the Borrower and Required Lenders, (a) all financial ratios, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (b) the Borrower shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(b), (c), and (g) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating compliance with incurrence based financial covenants (without reflecting such Accounting Change)operations of any Unrestricted Subsidiaries. (b) All computations of interest, Commitment Commission interest and other 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, Commitment Commission or Fees are payabledays. (c) For Notwithstanding anything to the contrary contained in clause (a) of this Section 15.07, (i) for purposes of any computation determining compliance with any incurrence or expenditure tests set forth in Sections 1 8 and/or 8 or with Dollar-based basket levels appearing in any definitions contained in Section 1.019 (excluding Sections 9.09 and 9.10), any amounts so incurred, incurred or expended or utilized (to the extent incurred, incurred or expended or utilized in a currency other than Dollars) shall be converted into Dollars on the basis of the Exchange Rates Dollar Equivalent of the respective such amounts as in effect on the date of such incurrence, incurrence or expenditure or utilization under any provision of any such Section or definition that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence, expenditure or utilization incurrence test regulates limits the aggregate amount outstanding (or expended) at any time and it is expressed in terms of Dollars, all outstanding amounts originally incurred or spent expended in currencies a currency other than Dollars shall be converted into Dollars on the basis of the Exchange Rates Dollar Equivalent of the respective such amounts as in effect on the date of any new incurrence, expenditure incurrence or utilization expenditures made under any provision of any such Section that regulates the Dollar amount outstanding (or expended) at any time). (d) Except as provided in Section 15.07(e), for purposes of determining compliance with (i) Sections 1.01(c) (other than clause (viii) thereof), 1.01(d) (other than clause (viii) thereof), 2.01(c), 3.01(a) and 4.02 (a) (other than clause (ii) thereof), the Dollar Equivalent of each Euro Loan and each Letter of Credit denominated in Euros shall be calculated on the date when any such Euro Loan is made or such Letter of Credit is issued, on the second Business Day of each month and at such other times as may be designated by the Administrative Agent and (ii) with Sections 1.01(c)(viii) and 1.01(d)(viii), the Euro Equivalent of each Dollar Revolving Loan and Dollar Swingline Loan incurred by the Dutch Borrower shall be calculated on the date when any such Dollar Revolving Loan or Dollar Swingline Loan is made, on the second Business Day of each month and at such other times as may be designated by the Administrative Agent. Such Dollar Equivalent or Euro Equivalent, as the case may be, shall remain in effect until the same is recalculated by the Administrative Agent as provided above and notice of such recalculation is received by RPP USA, it being understood that until such notice is received, the Dollar Equivalent or Euro Equivalent, as the case may be, shall be that Dollar Equivalent or Euro Equivalent, as the case may be, as last reported to RPP USA by the Administrative Agent. The Administrative Agent shall promptly notify RPP USA and the Lenders of each such determination of the Dollar Equivalent or Euro Equivalent, as the case may be. (e) For the purpose of determining the US Borrowers' obligation to reimburse in Dollars a Drawing under a Letter of Credit denominated in Euros (and each Participant's obligation to fund its participation with respect to any such Letter of Credit), such determination shall be made by the Administrative Agent by converting the amount of the Unpaid Drawing into Dollars based on the Dollar Equivalent thereof on the day on which the Drawing is honored by the respective Letter of Credit Issuer. For the purposes of determining the US Borrowers' obligation to pay Letter of Credit Fees and Facing Fees with respect to Letters of Credit denominated in Euros, such determination shall be made by using the Dollar Equivalent in effect from time to time during the term of any such Letter of Credit as determined by the provisions of Section 15.07(d). (f) For the purpose of determining compliance with Sections 9.04(d), (g) and (o), any interest on any Indebtedness theretofore incurred pursuant to such Sections which is capitalized and/or paid in the form of additional Indebtedness with the same terms shall not be treated as an incurrence of additional Indebtedness for purposes of determining compliance with the dollar limitations set forth therein.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with 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 the Borrower to the LendersLenders and except that monthly and quarterly financial statements may not include notes and are subject to year-end adjustments); provided that, to the extent expressly except as otherwise specifically provided herein, certain calculations shall be made on a pro forma basis. Holdingsall computations of Excess Cash Flow and all computations determining compliance with Sections 9.07 through 9.12, the Borrower inclusive, and the Administrative AgentApplicable Margin shall utilize accounting principles and policies in conformity with those used to prepare the historical financial statements delivered to the Lenders pursuant to Section 7.05(a) (with the foregoing generally accepted accounting principles, on behalf of subject to the Lenderspreceding proviso, agree that in herein called "GAAP"). In the event of any material changes ("Accounting Changes") in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion of the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC, if such Accounting Changes result in a change in GAAP (any such changethe method of calculation of financial covenants, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date standards or terms of this Agreement, then following the written request of either the Borrower or the Administrative Agent, the Borrower and the Administrative Agent shall agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change Changes with the desired result that the criteria for evaluating the Borrower's financial condition of Holdings and its Subsidiaries shall be the same after such Accounting Change Changes as if such Accounting Change Changes had not been made, and until . Until such time as such an amendment shall have been executed and delivered by Holdingsthe Borrower, the Borrower Administrative Agent and the Required Lenders, (a) all financial ratios, covenants standards and terms in this Agreement shall continue to be calculated and/or construed as if such Accounting Change Changes had not been made, and (b) the Borrower shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(b), (c), and (g) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating compliance with incurrence based financial covenants (without reflecting such Accounting Change)occurred. (b) All computations of interestinterest payable at the Eurodollar Rate, 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 -136- 143 which such interest, Commitment Commission or Fees are payable. (c) For purposes . All computations of any computation determining compliance with any incurrence or expenditure tests set forth in Sections 1 and/or 8 or with Dollar-based basket levels appearing in any definitions contained in Section 1.01, any amounts so incurred, expended or utilized (to interest payable at the extent incurred, expended or utilized in a currency other than Dollars) Base Rate shall be converted into Dollars made on the basis on a year of 365 (or 366, as applicable) days for the Exchange Rates as actual number of days (including the first day but excluding the last day) occurring in effect on the date of period for which such incurrence, expenditure or utilization under any provision of any such Section or definition that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence, expenditure or utilization test regulates the aggregate amount outstanding at any time and it interest 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 in effect on the date of any new incurrence, expenditure or utilization made under any provision of any such Section that regulates the Dollar amount outstanding at any time)payable.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings Parent to the Lenders); , provided that, to the extent expressly except as otherwise specifically provided herein, certain calculations all computations determining compliance with Section 8, including definitions used therein, shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the June 30, 2003 historical financial statements of Parent 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 Recapitalization, provided that in determining gains and losses from the sale or disposition of assets such adjustment shall be made on a pro forma basis. Holdingsgiven effect, (ii) amortization of intangible assets resulting from the Borrower Recapitalization, and (iii) the Administrative Agentamortization or write-off of any expenses incurred in connection with the Recapitalization or the financing thereof, on behalf of 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 Section 8 utilize accounting principles different from those utilized in the financial statements furnished to the Lenders, agree that in the event of any material change in GAAP (any such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then following the written request of either the Borrower or the Administrative Agent, the Borrower and the Administrative Agent shall enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Holdings and its Subsidiaries statements shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered accompanied by Holdings, the Borrower and Required Lenders, (a) all financial ratios, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (b) the Borrower shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(b), (c), and (g) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating compliance with incurrence based financial covenants (without reflecting such Accounting Change)reconciliation work-sheets. (b) All computations Whenever calculated on the basis of interestthe Prime Rate component of the ABR, Commitment Commission interest and other Fees hereunder fees shall be made calculated on the basis of a 365- (or 366-, as the case may be) day 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 interestelapsed; otherwise, Commitment Commission or Fees are payable. (c) For purposes of any computation determining compliance with any incurrence or expenditure tests set forth in Sections 1 and/or 8 or with Dollar-based basket levels appearing in any definitions contained in Section 1.01, any amounts so incurred, expended or utilized (to the extent incurred, expended or utilized in a currency other than Dollars) interest and fees shall be converted into Dollars calculated on the basis of a 360-day year for the Exchange Rates actual days elapsed. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Eurocurrency Reserve Requirements shall become effective as in effect of the opening of business on the date of day on which such incurrencechange in the Alternate Base Rate is announced or such change in the Eurocurrency Reserve Requirements becomes effective, expenditure or utilization under any provision of any such Section or definition that has an aggregate Dollar limitation provided for therein (and to as the extent the respective incurrence, expenditure or utilization 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 in effect on the date of any new incurrence, expenditure or utilization made under any provision of any such Section that regulates the Dollar amount outstanding at any time)case may be.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with 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 to the Lenders); provided that, (i) except as otherwise specifically provided herein, all accounting and financial terms used herein shall utilize generally accepted accounting principles and policies in conformity with those used to prepare the December 31, 2010 year-end historical financial statements of Holdings and its Subsidiaries referred to in Section 8.05(a) (“Existing GAAP”) (ii) notwithstanding anything to the 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 under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof, (iii) to the extent expressly provided herein, certain calculations shall be made on a pro forma basis. HoldingsPro Forma Basis, (iv) for the Borrower period from the Initial Borrowing Date through and including the Existing Holdings Notes Redemption Date, all computations and all definitions (including accounting terms) used in determining the Applicable Margins and the Administrative AgentIncremental Commitment Requirements and compliance with Sections 2.17(a), on behalf of 9.15, 10.03(vi), 10.03(vii), 10.04(xi), 10.05(xiv), 10.08(i)(y), 10.08(i)(z) and 10.07 shall be calculated as if the LendersExisting Holdings Notes were not outstanding and as if there was no interest expense associated therewith, agree that in the event of any material change in GAAP and (any such change, v) for the purpose avoidance of this Section 11.07doubt, an “Accounting Change”) that occurs after the date of this Agreement, then following the written request of either the Borrower or the Administrative Agent, the Borrower all operating lease expense and the Administrative Agent shall enter into good faith negotiations in order other liabilities with respect to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition leases of Holdings and its Subsidiaries that would constitute operating leases under Existing GAAP shall not be included in the same after such Accounting Change as if such Accounting Change had not been madecalculations of Indebtedness, and until such time as such an amendment shall have been executed and delivered by Holdings, the Borrower and Required Lenders, (a) all financial ratios, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (b) the Borrower shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(b), (c), and (g) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating compliance with incurrence based financial covenants (without reflecting such Accounting Change)Capital Expenditures or Consolidated Interest Expense hereunder. (b) All computations of 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 Lending Rate, 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; 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 Fees are payable. (c) For purposes of any computation determining compliance with any incurrence or expenditure tests set forth in Sections 1 and/or 8 or with Dollar-based basket levels appearing in any definitions contained in Section 1.01, any amounts so incurred, expended or utilized (to the extent incurred, expended or utilized in a currency other than Dollars) shall be converted into Dollars on the basis of the Exchange Rates as in effect on the date of such incurrence, expenditure or utilization under any provision of any such Section or definition that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence, expenditure or utilization 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 in effect on the date of any new incurrence, expenditure or utilization made under any provision of any such Section that regulates the Dollar amount outstanding at any time).

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP or SAP, as the case may be, consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings the Borrowers to the Lenders); provided that. In addition, to the extent expressly except as otherwise specifically provided herein, certain calculations all computations determining compliance with Section 7, including definitions used therein, shall be made on a pro forma basis. Holdingsutilize accounting principles and policies in effect from time to time; provided that (i) if any such accounting principle or policy (whether GAAP or SAP or both) shall change after the Effective Date, the Borrower and the Administrative Agent, on behalf of the Lenders, agree that in the event of any material change in GAAP (any such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then following the written request of either the Borrower or the Administrative Agent, the Borrower and Borrowers shall give reasonable notice thereof to the Administrative Agent and each of the Lenders and if within thirty (30) days following such notice any Borrower, the Administrative Agent or the Required Lenders shall enter into good faith negotiations in order elect by giving written notice of such election to amend the other parties hereto, such provisions of this Agreement so as computations shall not give effect to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Holdings and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, change unless and until such time as such an amendment shall have been executed and delivered by Holdings, the Borrower and Required Lenders, (a) all financial ratios, standards and terms in this Agreement shall be calculated and/or construed as if amended pursuant to Section 11.11 to give effect to such Accounting Change had not been madechange, and (bii) if at any time the Borrower shall prepare footnotes to each certificate and computations determining compliance with Section 7 utilize accounting principles different from those utilized in the financial statements required then being furnished to be delivered the Lenders pursuant to Sections 7.01(b)Section 6.01, (c), and (g) hereunder that show the differences between the such financial statements delivered (which reflect such Accounting Change) and the basis for calculating compliance with incurrence based financial covenants (without reflecting such Accounting Change)shall be accompanied by reconciliation work-sheets. (b) All computations of interest, Commitment Commission and other 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, Commitment Commission or Fees are payabledays. (c) For purposes of All references in this Agreement to amounts in Dollars shall include, unless the context otherwise requires, amounts in Optional Currencies using the then U.S. Dollar Equivalent thereof. (d) Unless otherwise expressly provided herein, (a) references to organization documents, agreements (including the Credit Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, subject to any computation determining compliance with any incurrence or expenditure tests restrictions on such amendments, restatements, extensions, supplements and other modifications set forth in Sections 1 and/or 8 herein or with Dollar-based basket levels appearing in any definitions contained in Section 1.01other Credit Document; and (b) references to any law, any amounts so incurredrule or regulation shall include all statutory and regulatory provisions consolidating, expended amending, replacing, supplementing or utilized (to the extent incurredinterpreting such law, expended rule or utilized in a currency other than Dollars) shall be converted into Dollars on the basis of the Exchange Rates as in effect on the date of such incurrence, expenditure or utilization under any provision of any such Section or definition that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence, expenditure or utilization 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 in effect on the date of any new incurrence, expenditure or utilization made under any provision of any such Section that regulates the Dollar amount outstanding at any time)regulation.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements state-ments to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings the Borrower to the Lenders); provided provided, however, that, (i) except as otherwise specifically provided herein, all computations of Excess Cash Flow, and all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.15 and 9 shall utilize GAAP and policies in conformity with those used to prepare the financial statements of the Borrower referred to in Section 8.01(b) for the fiscal year ended December 31, 2005 delivered to the Deutsche Bank AG Cayman Islands Branch, as Administrative Agent under (and as defined in) the Existing First-Lien Credit Agreement, pursuant Section 8.01(b) thereto, (ii) to the extent expressly provided herein, certain calculations shall be made on a pro forma basis. HoldingsPro Forma Basis and (iii) for purposes of calculating the Applicable Margins, the Financial Covenants, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of the Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the Administrative Agent, on behalf of the Lenders, agree that in the event operations of any material change in GAAP (any such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then following the written request of either the Borrower or the Administrative Agent, the Borrower and the Administrative Agent shall enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Holdings and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by Holdings, the Borrower and Required Lenders, (a) all financial ratios, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (b) the Borrower shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(b), (c), and (g) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating compliance with incurrence based financial covenants (without reflecting such Accounting Change)Unrestricted Subsidiaries. (b) All computations of interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (or 365/6 days in the case of interest on Base Rate Loans based on the Prime Lending Rate) for the actual number of days (including includ-ing 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 Fees are payable. (c) For purposes of any computation determining compliance with any incurrence or expenditure tests set forth in Sections 1 and/or 8 or with Dollar-based basket levels appearing in any definitions contained in Section 1.01, any amounts so incurred, expended or utilized (to the extent incurred, expended or utilized in a currency other than Dollars) shall be converted into Dollars on the basis of the Exchange Rates as in effect on the date of such incurrence, expenditure or utilization under any provision of any such Section or definition that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence, expenditure or utilization 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 in effect on the date of any new incurrence, expenditure or utilization made under any provision of any such Section that regulates the Dollar amount outstanding at any time).

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with 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 Holdings Silgan to the Lenders); provided that, except as otherwise specifically provided herein, (i) all computations determining compliance with Section 4.02, Section 8 and the definitions of Applicable Commitment Commission Percentage and Applicable Margin shall utilize accounting principles and policies in conformity with those used to prepare the audited historical financial statements referred to in Section 6.07(a), (ii) in determining Interest Expense for any period, no effect shall be given (but only to the extent expressly provided not already otherwise excluded for the calculation of Interest Expense under this Agreement) to non-cash amounts recorded (or required 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 contrary contained herein, certain calculations all such financial statements shall be made on 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 under FAS 159 (or any similar accounting principle) permitting a pro forma basis. HoldingsPerson 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, (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 third party 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 Borrower Applicable Margin and the Administrative Agent, on behalf of the Lenders, agree that in the event of any material change in GAAP (any such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then following the written request of either the Borrower or the Administrative Agentall financial ratios and financial terms, the Borrower and the Administrative Agent shall enter into good faith negotiations in order to amend such provisions financial results of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Holdings and its Unrestricted Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by Holdings, the Borrower and Required Lenders, (a) all financial ratios, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (b) the Borrower shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(b), (c), and (g) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating compliance with incurrence based financial covenants (without reflecting such Accounting Change)ignored. (b) All computations of interest, 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; 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) For Notwithstanding anything to the contrary contained in clause (a) of this Section 12.07, for purposes of any computation determining compliance with any incurrence or expenditure tests set forth in Section 8 (excluding Sections 1 and/or 8 or with Dollar-based basket levels appearing in any 8.07 and 8.08 and the definitions contained in Section 1.01of Applicable Commitment Commission Percentage, Applicable Margin and Consolidated Tangible Assets), any amounts so incurred, incurred or expended or utilized (to the extent incurred, incurred or expended or utilized in a currency other than Dollars) shall be converted into Dollars on the basis of the Exchange Rates relevant exchange rates (as shown on the relevant page of Reuters or (x) if Reuters does not provide such exchange rates, as shown on the relevant page of the Wall Street Journal or (y) if the Wall Street Journal does not provide such exchange rates, on such other basis as is satisfactory to the Administrative Agent) as in effect on the date of such incurrence, incurrence or expenditure or utilization under any provision of any such Section or definition 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 incurrenceCanadian Term Loans or Canadian Revolving Loans, expenditure whenever any interest, fees or utilization test regulates the aggregate amount outstanding at any time and it 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, the yearly rate to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360, 365 or 366, as in effect on applicable. The rates of interest under the date Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any new incurrence, expenditure or utilization made interest calculation under any provision of any such Section that regulates the Dollar amount outstanding at any time)this Agreement.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with GAAP generally accepted accounting principles in the United States (or the equivalent thereof in any country in which a Foreign Sales Corporation is doing business, as applicable) consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings to the Lenders); involved, provided that, to the extent expressly (i) except as otherwise specifically provided herein, certain calculations all computations of Excess Cash Flow, Available $10 Million Dividend Basket Amount, Available $10 Million Acquisition/Investment Basket Amount, Available Retained Excess Cash Flow Amount, Available Debt Proceeds Amount, Available Unrestricted Proceeds Amount, Available Dividend Unrestricted Proceeds Amount, Available Net Income Amount, Consolidated Cumulative Net Income Amount, Consolidated Cumulative Excess Net Income Amount, Consolidated Cumulative 25% Net Income Amount, Returned Investment Amount and Available Returned Investment Amount and all computations determining com- pliance with Sections 9.02 through 9.10, inclusive, shall be made on a pro forma basis. Holdingsutilize accounting principles and policies in conformity with those used to prepare the historical financial statements delivered to the Banks pursuant to Sections 7.05(a), the Borrower and the Administrative Agent, on behalf of the Lenders, agree that in the event of any material change in GAAP (any such change, ii) for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date all purposes of this Agreement, then following all Attributed Receivables Facility Indebtedness of the written request Receivables Subsidiary shall be included in the consolidated financial statements of either the Borrower or the Administrative Agent, the Borrower and the Administrative Agent shall enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Holdings INTERCO and its Subsidiaries Restricted Subsidiaries, and shall be considered Indebtedness of a Restricted Subsidiary of INTERCO hereunder, regardless of any differing treatment pursuant to generally acceptable accounting principles and (iii) for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the same after such Accounting Change as if such Accounting Change had not been made, operations of INTERCO and until such time as such an amendment shall have been executed and delivered by Holdings, the Borrower and Required Lenders, (a) all financial ratios, standards and terms in this Agreement its Restricted Subsidiaries on a consolidated basis shall be calculated and/or construed as if such Accounting Change had not been made, and (b) made without giving effect to the Borrower shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(b), (c), and (g) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating compliance with incurrence based financial covenants (without reflecting such Accounting Change)operations of any Unrestricted Subsidiaries. (b) All computations of interest, Commitment Commission Com- mission 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, Commitment Commission or other Fees are payable. (c) For purposes of any computation determining compliance with any incurrence or expenditure tests set forth in Sections 1 and/or 8 or with Dollar-based basket levels appearing in any definitions contained in Section 1.01, any amounts so incurred, expended or utilized (to the extent incurred, expended or utilized in a currency other than Dollars) shall be converted into Dollars on the basis of the Exchange Rates as in effect on the date of such incurrence, expenditure or utilization under any provision of any such Section or definition that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence, expenditure or utilization 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 in effect on the date of any new incurrence, expenditure or utilization made under any provision of any such Section that regulates the Dollar amount outstanding at any time).

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (and, except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings the US Borrower to the Lenders), be consistently applied throughout the periods involved; provided that, that (i) to the extent expressly provided hereinrequired pursuant to the provisions of this Agreement, certain calculations shall be made on a pro forma basis. HoldingsPro Forma Basis, (ii) to the extent compliance with Section 7.09 or 7.10 or the determination of any of the Adjusted Total Leverage Ratio, the Borrower Total Leverage Ratio and the Administrative AgentConsolidated Interest Coverage Ratio would include periods occurring prior to the 2010 Restatement Effective Date, such calculation shall be adjusted on behalf a Pro Forma Basis to give effect to the Transaction as if same had occurred on the first day of the Lendersrespective period, agree that (iii) in the event case of any material change in GAAP (determinations of Consolidated Interest Expense or Consolidated EBITDA for any such changeportion of any Test Period that ends prior to the 2010 Restatement Effective Date, for all computations determining compliance with Section 7.09 or 7.10 and all determinations of the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then following the written request of either the Borrower or the Administrative AgentAdjusted Total Leverage Ratio, the Borrower and Total Leverage Ratio (including as used in the Administrative Agent definition of Applicable Rate), the Consolidated Interest Coverage Ratio shall enter into good faith negotiations be calculated in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change accordance with the desired result that definition of Test Period contained herein and (iv) for purposes of calculating the criteria for evaluating Applicable Rate, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the financial condition operations of Holdings the US Borrower and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by Holdings, the Borrower and Required Lenders, (a) all financial ratios, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (b) the Borrower shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(b), (c), and (g) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the on a consolidated basis for calculating compliance with incurrence based financial covenants (without reflecting such Accounting Change). (b) All computations of interest, Commitment Commission and other Fees hereunder shall be made on without giving effect to 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, Commitment Commission or Fees are payable. (c) For purposes operations of any computation determining compliance with any incurrence or expenditure tests set forth in Sections 1 and/or 8 or with Dollar-based basket levels appearing in any definitions contained in Section 1.01, any amounts so incurred, expended or utilized (to the extent incurred, expended or utilized in a currency other than Dollars) shall be converted into Dollars on the basis of the Exchange Rates as in effect on the date of such incurrence, expenditure or utilization under any provision of any such Section or definition that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence, expenditure or utilization 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 in effect on the date of any new incurrence, expenditure or utilization made under any provision of any such Section that regulates the Dollar amount outstanding at any time)Unrestricted Subsidiaries.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to ---------------------------- be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (and, except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings the US Borrower to the Lenders), be consistently applied throughout the periods involved; provided that, except as ------------- otherwise specifically provided herein, all computations determining the Adjusted Total Leverage Ratio, the Total Leverage Ratio and the Adjusted Senior Leverage Ratio and compliance with Sections 2.12, 6.14 and Article VII, including definitions used therein shall, in each case, utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the December 31, 2000 financial statements delivered to the Lenders pursuant to Section 5.10(b); provided -------- further that (i) to the extent expressly provided hereinrequired pursuant to the provisions of ------- this Agreement, certain calculations shall be made on a pro forma basis. HoldingsPro Forma Basis, (ii) to the extent compliance with Section 7.09 or 7.10 or the determination of any of the Adjusted Total Leverage Ratio, the Borrower Total Leverage Ratio and the Administrative AgentAdjusted Senior Leverage Ratio would include periods occurring prior to the Initial Borrowing Date, such calculation shall be adjusted on behalf a Pro Forma Basis to give effect to the Transaction as if same had occurred on the first day of the Lendersrespective period, agree that (iii) in the event case of any material change in GAAP (determinations of Consolidated Interest Expense or Consolidated EBITDA for any such changeportion of any Test Period that ends prior to the Initial Borrowing Date, for all computations determining compliance with Section 7.09 or 7.10 and all determinations of the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then following the written request of either the Borrower or the Administrative AgentAdjusted Total Leverage Ratio, the Borrower Adjusted Senior Leverage Ratio and the Administrative Agent Total Leverage Ratio (including as used in the definition of Applicable Rate) shall enter into good faith negotiations be calculated in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change accordance with the desired result that definition of Test Period contained herein and (iv) for purposes of calculating the criteria for evaluating Applicable Rate, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the financial condition operations of Holdings the US Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by Holdings, the Borrower and Required Lenders, (a) all financial ratios, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (b) the Borrower shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(b), (c), and (g) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating compliance with incurrence based financial covenants (without reflecting such Accounting Change)operations of any Unrestricted Subsidiaries. (b) All computations The US Dollar Equivalent of interest, Commitment Commission each Loan denominated in Sterling and other Fees hereunder each Loan and B/A Drawing denominated in Canadian Dollars shall be made calculated on the basis date when the applicable Notice of a year Borrowing is delivered or the acceptance and purchase of 360 days for any B/A is requested, on the actual number second Business Day of days (including each month and at such other times as may be designated by the first day but excluding Applicable Agent. Such US Dollar Equivalent shall remain in effect until the same is recalculated by the Applicable Agent as provided above and notice of such recalculation is received by the US Borrower, it being understood that until such notice is received, the US Dollar Equivalent shall be that US Dollar Equivalent as last day) occurring in reported to the period for which US Borrower by the Applicable Agent. The Applicable Agent shall promptly notify the US Borrower and the Lenders of each such interest, Commitment Commission or Fees are payabledetermination of the US Dollar Equivalent. (c) For the purpose of determining compliance with Sections 7.04(d), (g) and (o), any interest on any Indebtedness theretofore incurred pursuant to such Sections that is capitalized and/or paid in the form of additional Indebtedness with the same terms shall not be treated as an incurrence of additional Indebtedness for purposes of any computation determining compliance with the dollar limitations set forth therein. (d) Notwithstanding anything to the contrary contained in clause (a) of this Section 10.06, for purposes of determining compliance with any incurrence or expenditure tests set forth in Articles VI or VII (excluding Sections 1 and/or 8 or with Dollar-based basket levels appearing in any definitions contained in Section 1.017.09 and 7.10), any amounts so incurred, incurred or expended or utilized (to the extent incurred, incurred or expended or utilized in a currency other than US Dollars) shall be converted into US Dollars on the basis of the Exchange Rates US Dollar Equivalent of the respective such amounts as in effect on the date of such incurrence, incurrence or expenditure or utilization under any provision of any such Section or definition that has an aggregate US Dollar limitation provided for therein (and to the extent the respective incurrence, expenditure or utilization incurrence test regulates limits the aggregate amount outstanding (or expended) at any time and it is expressed in terms of US Dollars, all outstanding amounts originally incurred or spent expended in currencies a currency other than US Dollars shall be converted into US Dollars on the basis of the Exchange Rates US Dollar Equivalent of the respective such amounts as in effect on the date of any new incurrence, expenditure incurrence or utilization expenditures made under any provision of any such Section that regulates the US Dollar amount outstanding (or expended) at any time).

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with 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 to the Lenders); provided that, (i) except as otherwise specifically provided herein, all accounting and financial terms used herein shall utilize generally accepted accounting principles and policies in conformity with those used to prepare the December 31, 2012 year-end historical financial statements of Parent and its Subsidiaries referred to in Section 8.05(a) (“Existing GAAP”) (ii) notwithstanding anything to the contrary contained herein, all such financial statements shall be prepared, and the financial covenant contained herein or in any other Credit Document (as well as all calculations of the Total Leverage Ratio and the Secured Leverage Ratio) 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, (iii) to the extent expressly provided herein, certain calculations shall be made on a pro forma basis. Holdings, the Borrower Pro Forma Basis and the Administrative Agent, on behalf of the Lenders, agree that in the event of any material change in GAAP (any such change, iv) for the purpose avoidance of this Section 11.07doubt, an “Accounting Change”) that occurs after the date of this Agreement, then following the written request of either the Borrower or the Administrative Agent, the Borrower all operating lease expense and the Administrative Agent shall enter into good faith negotiations in order other liabilities with respect to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition leases of Holdings and its Subsidiaries that would constitute operating leases under Existing GAAP shall not be included in the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by Holdings, the Borrower and Required Lenders, (a) all financial ratios, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (b) the Borrower shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(b), (c), and (g) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating compliance with incurrence based financial covenants (without reflecting such Accounting Change)calculations of Indebtedness or Capital Expenditures. (b) All computations of 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 Lending Rate, 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; 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 Fees are payable. (c) For purposes of any computation determining compliance with any incurrence or expenditure tests set forth in Sections 1 and/or 8 or with Dollar-based basket levels appearing in any definitions contained in Section 1.01, any amounts so incurred, expended or utilized (to the extent incurred, expended or utilized in a currency other than Dollars) shall be converted into Dollars on the basis of the Exchange Rates as in effect on the date of such incurrence, expenditure or utilization under any provision of any such Section or definition that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence, expenditure or utilization 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 in effect on the date of any new incurrence, expenditure or utilization made under any provision of any such Section that regulates the Dollar amount outstanding at any time).

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings the Borrowers to the Lenders); provided that, to the extent expressly that except as otherwise specifically provided herein, certain calculations shall be made on a pro forma basis. Holdingsall computations of Excess Cash Flow and all computations determining compliance with Sections 3.03 and 8, including definitions used therein, and in determining the Interest Reduction Discount shall, in each case, utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the Borrower and financial statements delivered to the Administrative Agent, on behalf of the Lenders, agree that in the event of any material change in GAAP (any such change, for Lenders pursuant to Section 6.08(b). For the purpose of this Section 11.07calculating the Interest Coverage Ratio, an “Accounting Change”) that occurs after the date Pro Forma Leverage Ratio and the Fixed Charge Coverage Ratio, for all purposes of this Agreement, then following the written request Israeli Subsidiaries shall not be treated as Subsidiaries of either the Borrower or Company (and Consolidated Interest Expense shall not include interest on the Administrative Agentintercompany loans between the Company and its Subsidiaries, on the Borrower one hand, and the Administrative Agent shall enter into good faith negotiations in order to amend such provisions Israeli Subsidiaries, on the other hand) and, as of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Holdings and its Subsidiaries Initial Borrowing Date, Essex International shall be treated as a Wholly-Owned Subsidiary of the same after such Accounting Change Company, as if such Accounting Change had not been made, and until such time long as such an amendment shall have been executed and delivered by Holdings, the Borrower and Required Lenders, (a) all financial ratios, standards and terms Merger Agreement remains in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (b) the Borrower shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(b), (c), and (g) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating compliance with incurrence based financial covenants (without reflecting such Accounting Change)effect. (b) All computations of interest, Commitment Commission interest and other Fees hereunder shall be made based on the basis actual number of days elapsed over a year of 360 days (except for interest payable in respect of Base Rate Loans based on the actual number Prime Lending Rate, which shall be computed on the bases of days (including the first a 365/66 day but excluding the last day) occurring in the period for which such interest, Commitment Commission or Fees are payableyear). (c) For purposes All interest, fees and other amounts accruing under the Existing Superior Credit Agreement on or prior to, or determined in respect of any computation determining compliance with any incurrence day accruing on or expenditure tests set forth in Sections 1 and/or 8 or with Dollar-based basket levels appearing in any definitions contained in Section 1.01, any amounts so incurred, expended or utilized (prior to the extent incurred, expended or utilized in a currency other than Dollars) Effective Date shall be converted into Dollars on computed and determined as provided in the basis of the Exchange Rates as in Existing Superior Credit Agreement before giving effect on the date of such incurrence, expenditure or utilization under any provision of any such Section or definition that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence, expenditure or utilization 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 in effect on the date of any new incurrence, expenditure or utilization made under any provision of any such Section that regulates the Dollar amount outstanding at any time)this Agreement.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (and, except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings the US Borrower to the Lenders), be consistently applied throughout the periods involved; provided that, that (i) to the extent expressly provided hereinrequired pursuant to the provisions of this Agreement, certain calculations shall be made on a pro forma basis. HoldingsPro Forma Basis, (ii) to the extent compliance with Section 7.09 or 7.10 or the determination of any of the Adjusted Total Leverage Ratio, the Borrower Total Leverage Ratio and the Administrative AgentConsolidated Interest Coverage Ratio would include periods occurring prior to the Restatement Effective Date, such calculation shall be adjusted on behalf a Pro Forma Basis to give effect to the Transaction as if same had occurred on the first day of the Lendersrespective period, agree that (iii) in the event case of any material change in GAAP (determinations of Consolidated Interest Expense or Consolidated EBITDA for any such changeportion of any Test Period that ends prior to the Restatement Effective Date, for all computations determining compliance with Section 7.09 or 7.10 and all determinations of the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then following the written request of either the Borrower or the Administrative AgentAdjusted Total Leverage Ratio, the Borrower and Total Leverage Ratio (including as used in the Administrative Agent definition of Applicable Rate), the Consolidated Interest Coverage Ratio shall enter into good faith negotiations be calculated in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change accordance with the desired result that definition of Test Period contained herein and (iv) for purposes of calculating the criteria for evaluating Applicable Rate, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the financial condition operations of Holdings the US Borrower and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by Holdings, the Borrower and Required Lenders, (a) all financial ratios, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (b) the Borrower shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(b), (c), and (g) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the on a consolidated basis for calculating compliance with incurrence based financial covenants (without reflecting such Accounting Change). (b) All computations of interest, Commitment Commission and other Fees hereunder shall be made on without giving effect to 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, Commitment Commission or Fees are payable. (c) For purposes operations of any computation determining compliance with any incurrence or expenditure tests set forth in Sections 1 and/or 8 or with Dollar-based basket levels appearing in any definitions contained in Section 1.01, any amounts so incurred, expended or utilized (to the extent incurred, expended or utilized in a currency other than Dollars) shall be converted into Dollars on the basis of the Exchange Rates as in effect on the date of such incurrence, expenditure or utilization under any provision of any such Section or definition that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence, expenditure or utilization 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 in effect on the date of any new incurrence, expenditure or utilization made under any provision of any such Section that regulates the Dollar amount outstanding at any time)Unrestricted Subsidiaries.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with 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 the Borrower to the LendersBanks); provided that, (w) except as otherwise specifically provided herein, all computations of the Applicable Commitment Commission Percentage, the Interest Reduction Discount and all computations determining compliance with Section 9 shall utilize accounting principles and policies in conformity with those used to prepare the pro forma financial statements delivered to the Banks pursuant to Section 7.05(a)(V) (with the foregoing generally accepted accounting principles, subject to the preceding proviso, herein called "GAAP"), (x) any interest income earned with respect to funds from time to time on deposit pursuant to the Existing Seller Letter of Credit Collateral Agreement shall not be included for purposes of any of the financial covenants as income of the Borrower or its Subsidiaries, (y) any interest expense with respect to the Existing Seller Installment Note shall not be included in Consolidated Interest Expense, and shall not reduce Consolidated Net Income, to the extent such interest expense is offset by earnings with respect to funds deposited pursuant to the Existing Seller Letter of Credit Collateral Agreement and Consolidated Interest Expense shall not include, and Consolidated Net Income shall not be reduced by, fees owing pursuant to the Existing Seller Letter of Credit (or the agreement pursuant to which same was issued) to the extent such fees are paid (whether directly to the issuer of the Existing Seller Letter of Credit or by way of reimbursement to the Borrower) by the ▇▇ ▇▇▇▇▇▇▇ (although such payments by the ▇▇ ▇▇▇▇▇▇▇ shall likewise not be included in Consolidated Net Income) and (z) to the extent expressly provided hereinrequired pursuant to the provisions of this Agreement, certain calculations shall be made on a pro forma basis. Holdings, the Borrower and the Administrative Agent, on behalf of the Lenders, agree that in the event of any material change in GAAP (any such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then following the written request of either the Borrower or the Administrative Agent, the Borrower and the Administrative Agent shall enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Holdings and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by Holdings, the Borrower and Required Lenders, (a) all financial ratios, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (b) the Borrower shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(b), (c), and (g) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating compliance with incurrence based financial covenants (without reflecting such Accounting Change)Pro Forma Basis. (b) All computations of interest, 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, Commitment Commission or Fees are payable. (c) For purposes of any computation determining compliance with any incurrence or expenditure tests set forth in Sections 1 and/or 8 or with Dollar-based basket levels appearing in any definitions contained in Section 1.01, any amounts so incurred, expended or utilized (to the extent incurred, expended or utilized in a currency other than Dollars) shall be converted into Dollars on the basis of the Exchange Rates as in effect on the date of such incurrence, expenditure or utilization under any provision of any such Section or definition that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence, expenditure or utilization 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 in effect on the date of any new incurrence, expenditure or utilization made under any provision of any such Section that regulates the Dollar amount outstanding at any time).

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with 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 Parent to the LendersBanks); provided that, to the extent expressly (i) except as otherwise specifically provided herein, certain calculations all computations determining compliance with Sections 8.03 through 8.05, inclusive, and Sections 8.07 through 8.09, inclusive, shall be made on a pro forma basis. Holdingsutilize accounting principles and policies in conformity with those used to prepare the historical financial statements delivered to the Banks pursuant to Section 6.05(a) (ii) at such time as the Company and/or Showboat deposits cash and U.S. government obligations with the respective trustees to effect the Existing Showboat Notes Defeasances and/or the 8-3/4% Senior Subordinated Notes Redemption, the Borrower Existing Showboat Notes and/or the 8-3/4% Senior Subordinated Notes, as the case may be, shall no longer be considered outstanding for purposes of Sections 8.07, 8.08 and the Administrative Agent8.09 and (iii) at no time shall (I) HNOIC (so long as HNOIC's only significant business activities, on behalf assets or liabilities are associated with its general partner's interest in ▇▇▇▇▇▇'▇ Jazz), (II) ▇▇▇▇▇▇'▇ Jazz and its Subsidiaries or (III) JCC Holding and its Subsidiaries be treated as Subsidiaries of the Lenders, agree that in the event of any material change in GAAP (any such change, Parent for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then following the written request of either the Borrower or the Administrative Agent, the Borrower and the Administrative Agent shall enter into good faith negotiations in order to amend such provisions purposes of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Holdings even though (x) HNOIC, ▇▇▇▇▇▇'▇ Jazz and its Subsidiaries shall and JCC Holding and its Subsidiaries may at any time fall within the definition of "Subsidiary" or (y) generally accepted accounting principles would require otherwise, but shall, in each case instead be the same after such Accounting Change treated as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered equity investment by Holdings, the Borrower and Required Lenders, (a) all financial ratios, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (b) the Borrower shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(b), (c), and (g) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating compliance with incurrence based financial covenants (without reflecting such Accounting Change)Parent. (b) All computations of interest, Commitment Commission Facility Fees and other Fees hereunder shall be made on the basis of a year of 360 117 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission Facility Fees or other Fees are payable. (c) For purposes of any computation determining compliance with any incurrence or expenditure tests set forth in Sections 1 and/or 8 or with Dollar-based basket levels appearing in any definitions contained in Section 1.01, any amounts so incurred, expended or utilized (to the extent incurred, expended or utilized in a currency other than Dollars) shall be converted into Dollars on the basis of the Exchange Rates as in effect on the date of such incurrence, expenditure or utilization under any provision of any such Section or definition that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence, expenditure or utilization 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 in effect on the date of any new incurrence, expenditure or utilization made under any provision of any such Section that regulates the Dollar amount outstanding at any time).

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with 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 the Borrower to the Lenders); provided PROVIDED that, (i) except as otherwise specifically provided herein, all computations of the Applicable Commitment Commission Percentage and the Applicable Margin, and all computations and all definitions (including accounting terms) used in determining compliance with Sections 9.07 through 9.11, inclusive, shall utilize generally accepted accounting principles and policies in conformity with those used to prepare the historical financial statements of the Borrower referred to in Section 7.05(a), (ii) to the extent expressly provided herein, certain calculations shall be made on a pro forma basis. Holdings, the Borrower PRO FORMA Basis and the Administrative Agent, on behalf of the Lenders, agree that in the event of any material change in GAAP (any such change, iii) for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date purposes of this Agreement, then following the written request all Receivables Indebtedness shall be treated as Indebtedness of either the Borrower or the Administrative Agent, the Borrower and the Administrative Agent its Subsidiaries, regardless of any differing treatment pursuant to generally accepted accounting principles, except that for purposes of determinations of Consolidated Indebtedness, such Receivables Indebtedness shall enter into good faith negotiations only be included if same would constitute a component of Consolidated Indebtedness in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change accordance with the desired result that the criteria for evaluating the financial condition of Holdings and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by Holdings, the Borrower and Required Lenders, (a) all financial ratios, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (b) the Borrower shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(b), (c), and (g) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating compliance with incurrence based financial covenants (without reflecting such Accounting Change)definition thereof contained therein. (b) All computations of 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 interest on Base Rate Loans) 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 Fees are payable. (c) For purposes of any computation determining compliance with any incurrence or expenditure tests set forth in Sections 1 and/or 8 or with Dollar-based basket levels appearing in any definitions contained in Section 1.01, any amounts so incurred, expended or utilized (to the extent incurred, expended or utilized in a currency other than Dollars) shall be converted into Dollars on the basis of the Exchange Rates as in effect on the date of such incurrence, expenditure or utilization under any provision of any such Section or definition that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence, expenditure or utilization 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 in effect on the date of any new incurrence, expenditure or utilization made under any provision of any such Section that regulates the Dollar amount outstanding at any time).

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings the Company to the Lenders); provided that, (i) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining the Fixed Charge Coverage Ratio and the Total Secured Leverage Ratio in determining compliance with Section 9.13 and Section 10 shall utilize GAAP and policies in conformity with those used to prepare the audited financial statements of the Company referred to in Section 8.05(a) for its fiscal year ended, and otherwise in effect as of, October 31, 2011, (ii) notwithstanding anything to the 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 (x) any election under FASB ASC 825 (or any similar accounting principle permitting a Person to value its financial liabilities at the fair value thereof), or (y) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof, (iii) to the extent expressly provided herein, certain calculations shall be made on a pro forma basis. HoldingsPro Forma Basis and (iv) for purposes of determining compliance with Section 5.02(b) or (c) or any incurrence or expenditure tests set forth herein, amounts so incurred or expended (to the Borrower and 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 for the prior day as published on Bloomberg 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 behalf of the Lenders, agree that in the event of any material change in GAAP (any such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreementsuch 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, then following all outstanding amounts originally incurred or spent in currencies other than U.S. Dollars shall be converted into U.S. Dollars on the written request basis of either the Borrower or exchange rates (as shown for the prior day as published on Bloomberg 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 Borrower and the Administrative Agent shall enter into good faith negotiations in order to amend such provisions date of this Agreement so as to equitably reflect any new incurrence or expenditures made under any provision of any such Accounting Change with Section that regulates the desired result that the criteria for evaluating the financial condition of Holdings and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by Holdings, the Borrower and Required Lenders, (a) all financial ratios, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (b) the Borrower shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(b), (c), and (g) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating compliance with incurrence based financial covenants (without reflecting such Accounting ChangeU.S. Dollar amount outstanding at any time). (b) All computations of interestinterest (except as otherwise expressly provided herein), Commitment Commission and other Fees (other than Drawing Fees) hereunder shall be made on the basis of a year of 360 days (except 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) 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 Fees are payable. (c) For purposes of any computation determining compliance with any incurrence or expenditure tests set forth in Sections 1 and/or 8 or with Dollar-based basket levels appearing in any definitions contained in Section 1.01, any amounts so incurred, expended or utilized (to the extent incurred, expended or utilized in a currency other than Dollars) shall be converted into Dollars on the basis of the Exchange Rates as in effect on the date of such incurrence, expenditure or utilization under any provision of any such Section or definition that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence, expenditure or utilization 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 in effect on the date of any new incurrence, expenditure or utilization made under any provision of any such Section that regulates the Dollar amount outstanding at any time).

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (and, except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings the US Borrower to the Lenders, be consistently applied throughout the periods involved; PROVIDED that, except as otherwise specifically provided herein, all computations 156 determining the Adjusted Total Leverage Ratio, the Total Leverage Ratio and the Adjusted Senior Leverage Ratio and compliance with Sections 2.12, 6.14 and Article VII, including definitions used therein shall, in each case, utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the December 31, 2000 financial statements delivered to the Lenders pursuant to Section 5.10(b); provided that, PROVIDED FURTHER that (i) to the extent expressly provided hereinrequired pursuant to the provisions of this Agreement, certain calculations shall be made on a pro forma basis. HoldingsPro Forma Basis, (ii) to the extent compliance with Section 7.09 or 7.10 or the determination of any of the Adjusted Total Leverage Ratio, the Borrower Total Leverage Ratio and the Administrative AgentAdjusted Senior Leverage Ratio would include periods occurring prior to the Initial Borrowing Date, such calculation shall be adjusted on behalf a Pro Forma Basis to give effect to the Transaction as if same had occurred on the first day of the Lendersrespective period, agree that (iii) in the event case of any material change in GAAP (determinations of Consolidated Interest Expense or Consolidated EBITDA for any such changeportion of any Test Period that ends prior to the Initial Borrowing Date, for all computations determining compliance with Section 7.09 or 7.10 and all determinations of the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then following the written request of either the Borrower or the Administrative AgentAdjusted Total Leverage Ratio, the Borrower Adjusted Senior Leverage Ratio and the Administrative Agent Total Leverage Ratio (including as used in the definition of Applicable Rate) shall enter into good faith negotiations be calculated in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change accordance with the desired result that definition of Test Period contained herein and (iv) for purposes of calculating the criteria for evaluating Applicable Rate, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the financial condition operations of Holdings the US Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by Holdings, the Borrower and Required Lenders, (a) all financial ratios, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (b) the Borrower shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(b), (c), and (g) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating compliance with incurrence based financial covenants (without reflecting such Accounting Change)operations of any Unrestricted Subsidiaries. (b) All computations The US Dollar Equivalent of interest, Commitment Commission each Loan denominated in Sterling and other Fees hereunder each Loan and B/A Drawing denominated in Canadian Dollars shall be made calculated on the basis date when the applicable Notice of a year Borrowing is delivered or the acceptance and purchase of 360 days for any B/A is requested, on the actual number second Business Day of days (including each month and at such other times as may be designated by the first day but excluding Applicable Agent. Such US Dollar Equivalent shall remain in effect until the same is recalculated by the Applicable Agent as provided above and notice of such recalculation is received by the US Borrower, it being understood that until such notice is received, the US Dollar Equivalent shall be that US Dollar Equivalent as last day) occurring in reported to the period for which US Borrower by the Applicable Agent. The Applicable Agent shall promptly notify the US Borrower and the Lenders of each such interest, Commitment Commission or Fees are payabledetermination of the US Dollar Equivalent. (c) For the purpose of determining compliance with Sections 7.04(d), (g) and (o), any interest on any Indebtedness theretofore incurred pursuant to such Sections that is capitalized and/or paid in the form of additional Indebtedness with the same terms shall not be treated as an incurrence of additional Indebtedness for purposes of any computation determining compliance with the dollar limitations set forth therein. (d) Notwithstanding anything to the contrary contained in clause (a) of this Section 10.06, for purposes of determining compliance with any incurrence or expenditure tests set forth in Articles VI or VII (excluding Sections 1 and/or 8 or with Dollar-based basket levels appearing in any definitions contained in Section 1.017.09 and 7.10), any amounts so incurred, incurred or expended or utilized (to the extent incurred, incurred or expended or utilized in a currency other than US Dollars) shall be converted into US Dollars on the basis of the Exchange Rates US Dollar Equivalent of the respective such amounts as in effect on the date of such incurrence, incurrence or expenditure or utilization under any provision of any such Section or definition that has an aggregate US Dollar limitation provided for therein (and to the extent the respective incurrence, expenditure or utilization incurrence test regulates limits the aggregate amount outstanding (or expended) at any time and it is expressed in terms of US Dollars, all outstanding amounts originally incurred or spent expended in currencies a currency other than US 157 Dollars shall be converted into US Dollars on the basis of the Exchange Rates US Dollar Equivalent of the respective such amounts as in effect on the date of any new incurrence, expenditure incurrence or utilization expenditures made under any provision of any such Section that regulates the US Dollar amount outstanding (or expended) at any time).

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings to the Lenders); , provided that, to the extent expressly except as otherwise specifically provided herein, certain calculations all computations determining compliance with Section 8, including definitions used therein, shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the June 30, 2003 historical financial statements of Holdings 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 Recapitalization, provided that in determining gains and losses from the sale or disposition of assets such adjustment shall be made on a pro forma basis. Holdingsgiven effect, (ii) amortization of intangible assets resulting from the Borrower Recapitalization, and (iii) the Administrative Agentamortization or write-off of any expenses incurred in connection with the Recapitalization or the financing thereof, on behalf of 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 Section 8 utilize accounting principles different from those utilized in the financial statements furnished to the Lenders, agree that in the event of any material change in GAAP (any such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then following the written request of either the Borrower or the Administrative Agent, the Borrower and the Administrative Agent shall enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Holdings and its Subsidiaries statements shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered accompanied by Holdings, the Borrower and Required Lenders, (a) all financial ratios, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (b) the Borrower shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(b), (c), and (g) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating compliance with incurrence based financial covenants (without reflecting such Accounting Change)reconciliation work-sheets. (b) All computations Whenever calculated on the basis of interestthe Prime Rate component of the ABR, Commitment Commission interest and other Fees hereunder fees shall be made calculated on the basis of a 365- (or 366-, as the case may be) day 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 interestelapsed; otherwise, Commitment Commission or Fees are payable. (c) For purposes of any computation determining compliance with any incurrence or expenditure tests set forth in Sections 1 and/or 8 or with Dollar-based basket levels appearing in any definitions contained in Section 1.01, any amounts so incurred, expended or utilized (to the extent incurred, expended or utilized in a currency other than Dollars) interest and fees shall be converted into Dollars calculated on the basis of a 360-day year for the Exchange Rates actual days elapsed. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Eurocurrency Reserve Requirements shall become effective as in effect of the opening of business on the date of day on which such incurrencechange in the Alternate Base Rate is announced or such change in the Eurocurrency Reserve Requirements becomes effective, expenditure or utilization under any provision of any such Section or definition that has an aggregate Dollar limitation provided for therein (and to as the extent the respective incurrence, expenditure or utilization 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 in effect on the date of any new incurrence, expenditure or utilization made under any provision of any such Section that regulates the Dollar amount outstanding at any time)case may be.