Common use of Interest Rate and Payment Dates Clause in Contracts

Interest Rate and Payment Dates. (a) Each Loan shall bear interest on the unpaid principal amount thereof (which principal amount includes the Original Principal and any Capitalized Interest Amount with respect thereto) at a rate per annum from time to time equal to the lesser of (i) 12.0% and (ii) the rate that is twenty-five one-hundredths of one percent (0.25%) less than the rate payable from time to time under the Bank Credit Agreement on Eurodollar Loans (as defined in the Bank Credit Agreement) that are Term Loans (as defined in the Bank Credit Agreement) including any default rate applicable thereto pursuant to Section 7.5(e) of the Bank Credit Agreement, provided, however, that at any time the Eurodollar Base Rate (as defined in the Bank Credit Agreement) equals or exceeds 3%, the rate described in this clause (ii) shall not exceed 5.25% over the Eurodollar Base Rate then in effect (plus an additional 2.0%, if the default rate is then applicable to Term Loans pursuant to Section 7.5(e) of the Bank Credit Agreement) (the rate described in this clause (ii), the "Maximum Rate"). (b) If all or a portion of any Loan, any interest payable thereon or any other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration, as a result of an event requiring a mandatory prepayment or otherwise), then, for so long as such amount remains unpaid, such overdue amount shall bear interest at a rate per annum equal to the lesser of (i) 14.0% and (ii) the Maximum Rate. (c) Interest accrued from time to time in respect of each Loan shall be payable in arrears on each Interest Capitalization Date by adding the amount of accrued interest (a "Capitalized Interest Amount") on such date to the principal amount of such Loan (and any Capitalized Interest Amount shall bear interest from and after such Interest Capitalization Date as provided hereunder as if it had been part of the Original Principal of such Loan); provided, that any accrued and unpaid interest outstanding on the Effective Date under the 2004 Term Loan Agreement shall be treated as a Capitalized Interest Amount for all purposes of this Agreement. Any accrued and unpaid interest on the Loans shall be payable in full in cash on the Termination Date. (d) Interest shall be calculated on the basis of a 365 (or 366, as the case may be) day year for the actual days elapsed.

Interest Rate and Payment Dates. (a) Each Loan Subject to Sections 4.1(c) and 4.4, (i) LIBOR Advances shall bear interest for each day during each Interest Period with respect thereto on the unpaid principal amount thereof at a rate per annum equal to the LIBO Rate determined for such day plus the Applicable Margin, (ii) Prime Rate Advances shall bear interest on the unpaid principal amount thereof (which principal amount includes the Original Principal and any Capitalized Interest Amount with respect thereto) at a rate per annum from time to time equal to the lesser of Prime Rate plus the Applicable Margin, (iiii) 12.0% Base Rate Advances shall bear interest on the unpaid principal amount thereof at a rate per annum equal to the Base Rate plus the Applicable Margin and (iiiv) the rate that is twenty-five one-hundredths of one percent (0.25%) less than per annum for calculating the rate payable from time to time under Bankers’ Acceptance Fee shall be the Bank Credit Agreement on Eurodollar Loans (as defined in the Bank Credit Agreement) that are Term Loans (as defined in the Bank Credit Agreement) including any default rate applicable thereto pursuant to Section 7.5(e) of the Bank Credit Agreement, provided, however, that at any time the Eurodollar Base Rate (as defined in the Bank Credit Agreement) equals or exceeds 3%, the rate described in this clause (ii) shall not exceed 5.25% over the Eurodollar Base Rate then in effect (plus an additional 2.0%, if the default rate is then applicable to Term Loans pursuant to Section 7.5(e) of the Bank Credit Agreement) (the rate described in this clause (ii), the "Maximum Rate")Applicable Margin therefor. (b) All interest payable in respect of an Advance shall accrue from the date of each Advance and shall, with respect to LIBOR Advances, become due and payable in arrears on the last day of each Interest Period in respect thereof and, if the Interest Period is longer than three months, every three months after the date of the relevant LIBOR Advance and, in the case of all other Advances (other than Advances by way of Bankers’ Acceptances and L/Cs), on the last Business Day of each calendar month. (c) If all or a portion of the principal amount or interest of any Loan, any interest payable thereon or any other amount payable hereunder of the Advances shall not be paid when due (whether at the stated maturity, by acceleration, as a result of an event requiring a mandatory prepayment acceleration or otherwise), then, for so long as such amount remains unpaid, ) such overdue amount shall shall, to the extent permitted by all applicable Requirements of Law, bear interest at a rate per annum equal which is 2% greater than the rate which would otherwise be applicable pursuant to Section 4.1(a) (in the lesser case of (iLIBOR Advances, based on the existing LIBO Rate until the expiry of the then applicable Interest Period and thereafter based on successive Interest Periods of one month) 14.0% and (ii) from the Maximum Rate. (c) Interest accrued from time to time in respect of each Loan shall be payable in arrears on each Interest Capitalization Date by adding the amount of accrued interest (a "Capitalized Interest Amount") on such date to the principal amount of such Loan non-payment until paid in full (and any Capitalized Interest Amount shall bear interest from and after such Interest Capitalization Date as provided hereunder well after, as if it had been part of the Original Principal of such Loan); providedbefore Default, that any accrued and unpaid interest outstanding on the Effective Date under the 2004 Term Loan Agreement shall be treated as a Capitalized Interest Amount for all purposes of this Agreement. Any accrued and unpaid maturity or judgment) with interest on overdue interest bearing interest at the Loans shall be payable in full in cash on the Termination Datesame rate. (d) Interest shall be calculated on the basis of a 365 (or 366, as the case may be) day year for the actual days elapsed.

Interest Rate and Payment Dates. (a) Each Eurodollar Loan shall bear interest for each Interest Period applicable thereto on the unpaid principal amount thereof at a rate per annum equal to the LIBO Rate determined for such Interest Period plus the Applicable Margin. (b) Each ABR Loan shall bear interest on the unpaid principal amount thereof (which principal amount includes the Original Principal and any Capitalized Interest Amount with respect thereto) at a rate per annum from time to time equal to the lesser of (i) 12.0% and (ii) the rate that is twenty-five one-hundredths of one percent (0.25%) less than the rate payable from time to time under the Bank Credit Agreement on Eurodollar Loans (as defined in the Bank Credit Agreement) that are Term Loans (as defined in the Bank Credit Agreement) including any default rate applicable thereto pursuant to Section 7.5(e) of the Bank Credit Agreement, provided, however, that at any time the Eurodollar Alternate Base Rate (as defined in plus the Bank Credit Agreement) equals or exceeds 3%, the rate described in this clause (ii) shall not exceed 5.25% over the Eurodollar Base Rate then in effect (plus an additional 2.0%, if the default rate is then applicable to Term Loans pursuant to Section 7.5(e) of the Bank Credit Agreement) (the rate described in this clause (ii), the "Maximum Rate")Applicable Margin. (bc) If all or a portion of the principal amount of any Loan, of the Loans or any interest payable thereon or any other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration, as a result of an event requiring a mandatory prepayment acceleration or otherwise), then, for so long as such amount remains unpaid, such overdue amount shall bear interest at a rate per annum equal which is (x) in the case of overdue principal, 2% above the rate which would otherwise be applicable pursuant to this subsection or (y) in the lesser case of overdue interest, 2% above the rate described in paragraph (ib) 14.0% and of this subsection, in each case from the date of such non-payment until such amount is paid in full (ii) the Maximum Rateas well after as before judgment). (cd) Interest accrued from time payable hereunder and under the Notes shall in no event be payable at a rate per annum in excess of the maximum rate permitted by applicable law; PROVIDED, that the portion of interest not payable on an Interest Payment Date pursuant to time this sentence shall be payable on subsequent Interest Payment Dates to the extent that such subsequent payment does not result in respect the violation of applicable law on such subsequent Interest Payment Dates. Interest on each Loan shall be payable in arrears on each Interest Capitalization Payment Date by adding and upon payment (including prepayment) in full thereof and, in the amount case of accrued interest (a "Capitalized Interest Amount") on such date to the principal amount of such Loan (and any Capitalized Interest Amount shall bear interest from and after such Interest Capitalization Date as provided hereunder as if it had been part of the Original Principal of such Loan); providedRevolving Credit Loans, that any accrued and unpaid interest outstanding on the Effective Date under the 2004 Term Loan Agreement shall be treated as a Capitalized Interest Amount for all purposes Revolving Credit Commitment Termination Date, PROVIDED that interest accruing pursuant to paragraph (c) of this Agreement. Any accrued and unpaid interest on the Loans subsection shall be payable in full in cash on the Termination Datedemand. (d) Interest shall be calculated on the basis of a 365 (or 366, as the case may be) day year for the actual days elapsed.

Interest Rate and Payment Dates. (ai) Each LIBOR Loan shall bear interest on the unpaid principal amount thereof (which principal amount includes the Original Principal and any Capitalized for each day during each Interest Amount Period with respect thereto) thereto at a rate per annum from time to time equal to the lesser of (i) 12.0% and LIBOR Rate determined for such Interest Period plus the Applicable Margin. (ii) the Each FIBOR Loan shall bear interest for each day during each Interest Period with respect thereto at a rate that is twenty-five one-hundredths of one percent per annum equal to (0.25%x) less than the rate payable from time if funded by a Lender in Germany, (A) prior to time under the Bank Credit Agreement on Eurodollar Loans (as defined in the Bank Credit Agreement) that are Term Loans (as defined in the Bank Credit Agreement) including any default rate applicable thereto pursuant to Section 7.5(e) commencement of the Bank Credit Agreement, provided, however, that at any time the Eurodollar Base Rate (as defined in the Bank Credit Agreement) equals or exceeds 3%third stage of EMU, the rate described in this clause FIBOR Rate determined for such Interest Period plus the Applicable Margin, and (iiB) shall not exceed 5.25% over the Eurodollar Base Rate then in effect (plus an additional 2.0%, if the default rate is then applicable to Term Loans pursuant to Section 7.5(e) on and after commencement of the Bank Credit Agreement) (the rate described in this clause (ii)third stage of EMU, the "Maximum Rate")EURIBOR Rate determined for such Interest Period plus the Applicable Margin and (y) otherwise, the FIBOR Rate determined for such Interest Period plus the Applicable Margin. (iii) Each PIBOR Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to (x) if funded by a Lender in France, (A) prior to commencement of the third stage of EMU, the PIBOR Rate determined for such Interest Period plus the Applicable Margin and (B) on and after commencement of the third stage of EMU, the EURIBOR Rate determined for such Interest Period plus the Applicable Margin and (y) otherwise, the PIBOR Rate determined for such Interest Period plus the Applicable Margin. (b) Each ABR Loan shall bear interest for the period from and including the date thereof until maturity at a rate per annum equal to the ABR plus the Applicable Margin. (c) If all or a portion of (i) the principal amount of any LoanLoan or any reimbursement obligation, (ii) any interest payable thereon or (iii) any facility fee, commission or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration, as a result of an event requiring a mandatory prepayment acceleration or otherwise), then, for so long as such amount remains unpaid, such overdue amount shall bear interest at a rate per annum equal to the lesser of which is (i) 14.0% and (iiA) the Maximum Rate. rate pursuant to paragraph (ca) of this subsection plus 2% or (B) in the case of amounts in Dollars, if higher, the rate described in paragraph (b) of this subsection 2.15 plus 2%, or in each case from the date of such non-payment until such amount is paid in full (as well after as before judgment). The Administrative Agent may choose any Interest accrued Period from time to time in (including one Interest Period of shorter than one month) with respect to any overdue amount bearing interest based upon paragraph (a) of each Loan this subsection. (d) Interest shall be payable in arrears on each Interest Capitalization Date by adding the amount of accrued Payment Date, except that interest (a "Capitalized Interest Amount"payable pursuant to subsection 2.15(c) on such date to the principal amount of such Loan (and any Capitalized Interest Amount shall bear interest from and after such Interest Capitalization Date as provided hereunder as if it had been part of the Original Principal of such Loan); provided, that any accrued and unpaid interest outstanding on the Effective Date under the 2004 Term Loan Agreement shall be treated as a Capitalized Interest Amount for all purposes of this Agreement. Any accrued and unpaid interest on the Loans shall be payable in full in cash on the Termination Date. (d) Interest shall be calculated on the basis of a 365 (or 366, as the case may be) day year for the actual days elapsed.upon demand. 57 51

Interest Rate and Payment Dates. (a) Each Loan Subject to Sections 4.1(c) and 4.4, (i) LIBOR Advances shall bear interest for each day during each Interest Period with respect thereto on the unpaid principal amount thereof at a rate per annum equal to the LIBO Rate determined for such day plus the Applicable Margin, (ii) Prime Rate Advances shall bear interest on the unpaid principal amount thereof (which principal amount includes the Original Principal and any Capitalized Interest Amount with respect thereto) at a rate per annum from time to time equal to the lesser of Prime Rate plus the Applicable Margin, (iiii) 12.0% Base Rate Advances shall bear interest on the unpaid principal amount thereof at a rate per annum equal to the Base Rate plus the Applicable Margin and (iiiv) the rate that is twenty-five one-hundredths of one percent (0.25%) less than per annum for calculating the rate payable from time to time under Bankers' Acceptance Fee shall be the Bank Credit Agreement on Eurodollar Loans (as defined in the Bank Credit Agreement) that are Term Loans (as defined in the Bank Credit Agreement) including any default rate applicable thereto pursuant to Section 7.5(e) of the Bank Credit Agreement, provided, however, that at any time the Eurodollar Base Rate (as defined in the Bank Credit Agreement) equals or exceeds 3%, the rate described in this clause (ii) shall not exceed 5.25% over the Eurodollar Base Rate then in effect (plus an additional 2.0%, if the default rate is then applicable to Term Loans pursuant to Section 7.5(e) of the Bank Credit Agreement) (the rate described in this clause (ii), the "Maximum Rate")Applicable Margin therefor. (b) All interest payable in respect of an Advance shall accrue from the date of each Advance and shall, with respect to LIBOR Advances, become due and payable in arrears on the last day of each Interest Period in respect thereof and, if the Interest Period is longer than three months, every three months after the date of the relevant LIBOR Advance and, in the case of all other Advances (other than Advances by way of Bankers' Acceptances and L/Cs), on the last Business Day of each calendar month. (c) If all or a portion of the principal amount or interest of any Loan, any interest payable thereon or any other amount payable hereunder of the Advances shall not be paid when due (whether at the stated maturity, by acceleration, as a result of an event requiring a mandatory prepayment acceleration or otherwise), then, for so long as such amount remains unpaid, ) such overdue amount shall shall, to the extent permitted by all applicable Requirements of Law, bear interest at a rate per annum equal which is 2% greater than the rate which would otherwise be applicable pursuant to Section 4.1(a) (in the lesser case of (iLIBOR Advances, based on the existing LIBO Rate until the expiry of the then applicable Interest Period and thereafter based on successive Interest Periods of one month) 14.0% and (ii) from the Maximum Rate. (c) Interest accrued from time to time in respect of each Loan shall be payable in arrears on each Interest Capitalization Date by adding the amount of accrued interest (a "Capitalized Interest Amount") on such date to the principal amount of such Loan non-payment until paid in full (and any Capitalized Interest Amount shall bear interest from and after such Interest Capitalization Date as provided hereunder well after, as if it had been part of the Original Principal of such Loan); providedbefore Default, that any accrued and unpaid interest outstanding on the Effective Date under the 2004 Term Loan Agreement shall be treated as a Capitalized Interest Amount for all purposes of this Agreement. Any accrued and unpaid maturity or judgment) with interest on overdue interest bearing interest at the Loans shall be payable in full in cash on the Termination Datesame rate. (d) Interest shall be calculated on the basis of a 365 (or 366, as the case may be) day year for the actual days elapsed.

Interest Rate and Payment Dates. (a) Each Loan The Eurodollar Loans shall bear interest on the unpaid principal amount thereof (which principal amount includes the Original Principal and any Capitalized for each day during each Interest Amount Period with respect thereto) thereto at a rate per annum from time to time equal to the lesser of (i) 12.0% and (ii) Eurodollar Rate for such day plus the rate that is twenty-five one-hundredths of one percent (0.25%) less than the rate payable from time to time under the Bank Credit Agreement on Eurodollar Loans (as defined in the Bank Credit Agreement) that are Term Loans (as defined in the Bank Credit Agreement) including any default rate applicable thereto pursuant to Section 7.5(e) of the Bank Credit Agreement, provided, however, that at any time the Eurodollar Base Rate (as defined in the Bank Credit Agreement) equals or exceeds 3%, the rate described in this clause (ii) shall not exceed 5.25% over the Eurodollar Base Rate then in effect (plus an additional 2.0%, if the default rate is then applicable to Term Loans pursuant to Section 7.5(e) of the Bank Credit Agreement) (the rate described in this clause (ii), the "Maximum Rate")Applicable Margin. (b) The Alternate Base Rate Loans shall bear interest on the unpaid principal amount thereof at a rate per annum equal to the Alternate Base Rate. (c) If all or a portion of any Loan, any interest payable thereon or any other amount payable owing hereunder shall not be paid when due (whether at the stated maturity, by acceleration, as a result of an event requiring a mandatory prepayment or otherwise)due, then, for so long as such amount remains unpaid, (i) if the overdue amount represents principal, all Loans shall bear interest at a rate per annum which is 2% above the rate which would otherwise be applicable pursuant to subsection 0 or (b), as the case may be, and (ii) if the overdue amount represents overdue interest, fees or other amounts (other than the amounts described in clause (i) of this paragraph (c)) due under the Credit Documents, such overdue amount shall bear interest at a rate per annum equal to the lesser Alternate Base Rate plus 2%. During such time as any principal of (i) 14.0% and (ii) or interest on any Eurodollar Loans remains unpaid, such Eurodollar Loans shall be converted to Alternate Base Rate Loans at the Maximum Rateend of the respective Interest Periods applicable thereto. (cd) Interest accrued from time to time in respect of on each Loan accrued to but not including each Interest Payment Date applicable thereto shall be payable in arrears on each Interest Capitalization Date by adding the amount of accrued interest (a "Capitalized Interest Amount") on such date to the principal amount of such Loan (and any Capitalized Interest Amount shall bear interest from and after such Interest Capitalization Date as provided hereunder as if it had been part of the Original Principal of such Loan)Payment Date; provided, however, that any accrued and unpaid interest outstanding accruing on the Effective Date under principal of or (to the 2004 Term extent permitted by applicable law) interest or any other amount payable in connection with any Loan Agreement shall be treated as a Capitalized Interest Amount for all purposes of this Agreement. Any accrued and unpaid interest on the Loans not paid when due (whether at stated maturity, by acceleration or otherwise), shall be payable in full in cash on from time to time upon demand of the Termination DateAdministrative Agent. (d) Interest shall be calculated on the basis of a 365 (or 366, as the case may be) day year for the actual days elapsed.

Interest Rate and Payment Dates. Interest on Loans shall be payable in accordance with this Section 2.8. (a) Each From the date any Loan is made to the date the principal amount of such Loan is repaid in full, interest shall bear interest accrue on the unpaid outstanding principal amount thereof (which principal amount includes the Original Principal and any Capitalized Interest Amount with respect thereto) of such Loan at a rate per annum annum: (i) on that portion of the outstanding principal amount thereof maintained from time to time as a Base Rate Loan, equal to the lesser of (i) 12.0% and Alternate Base Rate; and (ii) on that portion of the rate that is twenty-five one-hundredths of one percent (0.25%) less than the rate payable outstanding principal amount thereof maintained from time to time under as an Offshore Rate Loan, during each Interest Period applicable thereto, equal to the Bank Credit Agreement on Eurodollar Loans (as defined in the Bank Credit Agreement) that are Term Loans (as defined in the Bank Credit Agreement) including any default rate applicable thereto pursuant to Section 7.5(e) of the Bank Credit Agreement, provided, however, that at any time the Eurodollar Base Offshore Rate (as defined in Adjusted) for such Interest Period plus the Bank Credit Agreement) equals or exceeds 3%, the rate described in this clause (ii) shall not exceed 5.25% over the Eurodollar Base Rate then in effect (plus an additional 2.0%, if the default rate is then applicable to Term Loans pursuant to Section 7.5(e) of the Bank Credit Agreement) (the rate described in this clause (ii), the "Maximum Rate")Applicable Margin. (b) If all or a portion Notwithstanding the provisions of Section 2.8(a), after the occurrence of any LoanEvent of Default until such time when such Event of Default shall have been waived, any the Company shall pay interest payable thereon or any other on the principal amount payable hereunder shall not be paid when due (whether at of all Loans outstanding, to the stated maturityfullest extent permitted by applicable law, by acceleration, as a result of an event requiring a mandatory prepayment or otherwise), then, for so long as such amount remains unpaid, such overdue amount shall bear interest at a rate per annum rate equal to the lesser of (irates set forth in Section 2.8(a) 14.0plus 2% and (ii) the Maximum Rateper annum. (c) Interest accrued from time to time in respect of on each Loan shall be payable in arrears on each Interest Capitalization Date by adding the amount of accrued interest payable, without duplication: (a "Capitalized Interest Amount"i) on such the maturity date to the principal amount of such Loan (and any Capitalized Interest Amount shall bear interest including the maturity date resulting from and after such Interest Capitalization Date as provided hereunder as if it had been part a reduction of the Original Principal Commitments hereunder or the acceleration of such Loanthe Loans in accordance with Section VIII); provided, (ii) with respect to any portion of any Loan prepaid pursuant to Section 2.6, that any accrued and unpaid interest outstanding on the Effective Date under date specified in Section 2.6, (iii) (A) on that portion of the 2004 Term Loan Agreement shall be treated outstanding principal amount thereof maintained as a Capitalized Interest Amount for all purposes Base Rate Loan, on each Quarterly Payment Date, commencing with the first such Quarterly Payment Date following the date of this Agreement. Any accrued the initial Loan hereunder, and unpaid interest (B) on that portion of the outstanding principal amount thereof maintained as an Offshore Rate Loan, on the Loans shall be payable in full in cash on the Termination Datelast day of each applicable Interest Period. (d) Interest shall be calculated on the basis of a 365 (or 366, as the case may be) day year for the actual days elapsed.

Interest Rate and Payment Dates. (a) Each Loan The Eurodollar Loans shall bear interest on the unpaid principal amount thereof (which principal amount includes the Original Principal and any Capitalized for each day during each Interest Amount Period with respect thereto) thereto at a rate per annum from time to time equal to the lesser of (i) 12.0% and (ii) Eurodollar Rate for such Interest Period plus the rate that is twenty-five one-hundredths of one percent (0.25%) less than the rate payable from time to time under the Bank Credit Agreement on Eurodollar Loans (as defined in the Bank Credit Agreement) that are Term Loans (as defined in the Bank Credit Agreement) including any default rate applicable thereto pursuant to Section 7.5(e) of the Bank Credit Agreement, provided, however, that at any time the Eurodollar Base Rate (as defined in the Bank Credit Agreement) equals or exceeds 3%, the rate described in this clause (ii) shall not exceed 5.25% over the Eurodollar Base Rate then in effect (plus an additional 2.0%, if the default rate is then applicable to Term Loans pursuant to Section 7.5(e) of the Bank Credit Agreement) (the rate described in this clause (ii), the "Maximum Rate")Applicable Margin. (b) The Alternate Base Rate Loans shall bear interest on the unpaid principal amount thereof at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin. (c) If all or a portion of any Loan, any interest payable thereon or any other amount payable owing hereunder shall not be paid when due (whether at the stated maturity, by acceleration, as a result of an event requiring a mandatory prepayment or otherwise)due, then, for so long as such amount remains unpaid, (i) if the overdue amount represents principal, such overdue amount shall bear interest at a rate per annum which is 2% above the rate which would otherwise be applicable pursuant to subsection 3.4(a) or (b), as the case may be, and (ii) if the overdue amount represents overdue interest, fees or other amounts (other than the amounts described in clause (i) of this paragraph (c)) due under the Credit Documents, such overdue amount shall bear interest at a rate per annum equal to the lesser Alternate Base Rate plus 3%. During such time as any principal of (i) 14.0% and (ii) or interest on any Eurodollar Loans remains unpaid, such Eurodollar Loans shall be converted to Alternate Base Rate Loans at the Maximum Rateend of the respective Interest Periods applicable thereto. (cd) Interest accrued from time to time in respect of on each Loan accrued to but not including each Interest Payment Date applicable thereto shall be payable in arrears on each Interest Capitalization Date by adding the amount of accrued interest (a "Capitalized Interest Amount") on such date to the principal amount of such Loan (and any Capitalized Interest Amount shall bear interest from and after such Interest Capitalization Date as provided hereunder as if it had been part of the Original Principal of such Loan)Payment Date; provided, however, that any accrued and unpaid interest outstanding accruing on the Effective Date under principal of or (to the 2004 Term extent permitted by applicable law) interest or any other amount payable in connection with any Loan Agreement shall be treated as a Capitalized Interest Amount for all purposes of this Agreement. Any accrued and unpaid interest on the Loans not paid when due (whether at stated maturity, by acceleration or otherwise), shall be payable in full in cash on from time to time upon demand of the Termination DateAdministrative Agent. (d) Interest shall be calculated on the basis of a 365 (or 366, as the case may be) day year for the actual days elapsed.

Interest Rate and Payment Dates. (a) Each Loan Amounts advanced pursuant to ------------------------------- this Agreement shall bear interest at a rate with respect to each Interest Period equal to the lesser of (a) as of any date of determination, the highest published prime rate which appears in the Money Rates section of The Wall Street --------------- Journal on the applicable Drawdown Date (with respect to the first Interest ------- Period) and three Business Days prior to each Payment Date (with respect to each subsequent Interest Period) (the "Prime Rate") plus the Margin and (b) the maximum rate allowed under applicable law (the "Interest Rate") on the unpaid principal amount thereof (which principal amount includes the Original Principal and any Capitalized Interest Amount with respect thereto) at a rate per annum from time to time equal outstanding, payable in arrears on each Payment Date until the Maturity Date, provided, however such interest rate is subject to adjustment pursuant to Article 7(e) hereof. In the lesser event that a court determines that Secured Party has received interest hereunder in excess of the maximum amount permitted by law, (i) 12.0% Secured Party shall apply such excess to any unpaid principal owed by Debtor to Secured Party or, if the amount of such excess exceeds the unpaid balance of such principal, Secured Party shall promptly refund such excess interest to the Debtor and (ii) the rate that provisions hereof shall be deemed amended to provided for such permissible rate. All sums paid, or agreed to be paid, by Debtor which are, or hereafter may be construed to be, compensation for the use, forbearance or detention of money shall, to the extent permitted by applicable law, be amortized, prorated, spread and allocated throughout the full term of all such indebtedness until the indebtedness is twenty-five one-hundredths of one percent (0.25%) less than paid in full. Notwithstanding the rate payable from time to time foregoing, the final payment made under the Bank Credit Agreement Note shall be in an amount sufficient to discharge in full the unpaid principal amount, and all accrued and unpaid interest on, and any other amounts due under, the Note and the other Documents. Debtor shall pay Secured Party, on Eurodollar Loans (as defined in the Bank Credit Agreement) that are Term Loans (as defined in the Bank Credit Agreement) including demand, interest at Overdue Rate on any default rate applicable thereto pursuant to Section 7.5(e) part of the Bank Credit Agreementprincipal amount, provided, however, that at any time the Eurodollar Base Rate (as defined in the Bank Credit Agreement) equals or exceeds 3%, the rate described in this clause (ii) shall not exceed 5.25% over the Eurodollar Base Rate then in effect (plus an additional 2.0%Prepayment Fee, if any, and to the default rate is then extent permitted by applicable to Term Loans pursuant to Section 7.5(e) of law, interest and any other amounts payable hereunder or under the Bank Credit Agreement) (the rate described in this clause (ii), the "Maximum Rate"). (b) If all or a portion of any Loan, any interest payable thereon Note or any other amount payable hereunder Document not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts shall be overdue if not be paid when due (whether at the stated maturity, by acceleration, as a result of an event requiring a mandatory prepayment acceleration or otherwise). Each payment made by Debtor under the Note shall be distributed as follows: First, thenso much of such funds as shall be required for the purpose ----- shall be distributed and paid to Secured Party to pay any fees, costs, charges, or expenses (including interest on overdue amounts and Prepayment Fee, if any) due and payable to Secured Party hereunder or under any other Document; Second, if any amounts shall remain after satisfying the amounts ------ specified in clause First, above, so much of such funds as shall be ----- required for so long as such the purpose shall be distributed and paid to Secured Party to pay in full the aggregate amount remains unpaidof interest and Prepayment Fee, if any, then due under the Note; Third, if any amounts shall remain after satisfying the amounts ----- specified in clauses First and Second above, such overdue amount remaining amounts shall bear interest at a rate per annum equal ----- ------ to the lesser extent available be applied to pay the due and owing principal payments under the Note; and Fourth, if any amounts shall remain after satisfying the amounts ------ specified in clauses, First, Second, and Third above, so much of (i) 14.0% and (ii) the Maximum Rate. (c) Interest accrued from time to time in respect of each Loan such funds ----- ------ ----- as shall be payable in arrears on each Interest Capitalization Date by adding required for the amount of accrued interest (a "Capitalized Interest Amount") on such date to the principal amount of such Loan (and any Capitalized Interest Amount shall bear interest from and after such Interest Capitalization Date as provided hereunder as if it had been part of the Original Principal of such Loan); provided, that any accrued and unpaid interest outstanding on the Effective Date under the 2004 Term Loan Agreement purpose shall be treated as a Capitalized Interest Amount for all purposes of this Agreement. Any accrued distributed and unpaid interest on the Loans shall be payable paid to Secured Party to pay in full in cash all other amounts due and owing to such party hereunder or under any other Document on the Termination Datea pro rata basis. (d) Interest shall be calculated on the basis of a 365 (or 366, as the case may be) day year for the actual days elapsed.

Interest Rate and Payment Dates. (a) Each Loan Engine Note shall bear ------------------------------- interest at a rate with respect to each Interest Period equal to the lesser of (a) as of any date of determination, the highest published prime rate which appears in the Money Rates section of The Wall Street Journal on the Closing ----------------------- Date (with respect to the first Interest Period) and three Business Days prior to each Payment Date (with respect to each subsequent Interest Period) (the "Prime Rate") plus two and three quarters (2-3/4) percent per annum (calculated on the basis of a 360-day year comprised of twelve 30-day months) and (b) the maximum rate allowed under applicable law (the "Interest Rate") on the unpaid principal amount thereof (which principal amount includes the Original Principal and any Capitalized Interest Amount with respect thereto) at a rate per annum from time to time equal to the lesser of (i) 12.0% and (ii) the rate that is twenty-five one-hundredths of one percent (0.25%) less than the rate payable from time to time under the Bank Credit Agreement on Eurodollar Loans (as defined in the Bank Credit Agreement) that are Term Loans (as defined in the Bank Credit Agreement) including any default rate applicable thereto pursuant to Section 7.5(e) of the Bank Credit Agreementoutstanding, provided, however, that at any time the Eurodollar Base Rate (as defined in the Bank Credit Agreement) equals or exceeds 3%, the rate described in this clause (ii) shall not exceed 5.25% over the Eurodollar Base Rate then in effect (plus an additional 2.0%, if the default rate is then applicable to Term Loans pursuant to Section 7.5(e) of the Bank Credit Agreement) (the rate described in this clause (ii), the "Maximum Rate"). (b) If all or a portion of any Loan, any interest payable thereon or any other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration, as a result of an event requiring a mandatory prepayment or otherwise), then, for so long as such amount remains unpaid, such overdue amount shall bear interest at a rate per annum equal to the lesser of (i) 14.0% and (ii) the Maximum Rate. (c) Interest accrued from time to time in respect of each Loan shall be payable in arrears on each Interest Capitalization Payment Date until maturity. In the event that a court determines that Secured Party has received interest hereunder in excess of the maximum amount permitted by adding law, (i) Secured Party shall apply such excess to any unpaid principal owed by Debtor to Secured Party or, if the amount of accrued such excess exceeds the unpaid balance of such principal, Secured Party shall promptly refund such excess interest (a "Capitalized Interest Amount") on such date to the Debtor (ii) the provisions hereof shall be deemed amended to provided for such permissible rate. All sums paid, or agreed to be paid, by Debtor which are, or hereafter may be construed to be, compensation for the use, forbearance or detention of money shall, to the extent permitted by applicable law, be amortized, prorated, spread and allocated throughout the full term of all such indebtedness until the indebtedness is paid in full. Notwithstanding the foregoing, the final payment made under the Engine Notes shall be in an amount sufficient to discharge in full the unpaid principal amount of such Loan (amount, and any Capitalized Interest Amount shall bear interest from and after such Interest Capitalization Date as provided hereunder as if it had been part of the Original Principal of such Loan); provided, that any all accrued and unpaid interest outstanding on, and any other amounts due under, the Engine Notes and the other Documents. Debtor shall pay Secured Party, on demand, interest at the Effective Date under per annum rate of the 2004 Term Loan Agreement shall be treated as a Capitalized Interest Amount for all purposes of this Agreement. Any accrued and unpaid interest on the Loans shall be payable in full in cash on the Termination Date. Prime Rate plus seven percent (d) Interest shall be 7%), calculated on the basis of a 365 (or 366, as the case may be) 360-day year comprised of twelve 30-day months on any part of the principal amount, Prepayment Fee, if any, and to the extent permitted by applicable law, interest and any other amounts payable hereunder or under the Engine Notes or any other Document not paid when due for any period during which the same shall be overdue, in each case for the actual days elapsed.period the same is overdue. Amounts shall be over due if not paid when due (whether stated maturity, by acceleration or otherwise). Each payment made by Debtor under the Engine Notes shall be distributed as follows: First, so much of such funds as shall be required for the purpose ----- shall be distributed and paid to Secured Party to pay any fees, costs, charges, or expenses (including interest on overdue amounts and Prepayment Fee, if any) due and payable to Secured Party hereunder or under any other Document; Second, if any amounts shall remain after satisfying the amounts ------ specified in clause First, above, so much of such funds as shall be ----- required for the purpose shall be distributed and paid to Secured Party to pay in full the aggregate amount of interest and Prepayment Fee, if any, then due under the Engine Notes; Third, if any amounts shall remain after satisfying the amounts ----- specified in clauses First and Second above, such remaining amounts shall ----- ------ to the extent available be applied to pay the due and owing principal payments under the Engine Notes; and

Interest Rate and Payment Dates. (a) Each Loan The Eurodollar Loans shall bear interest on the unpaid principal amount thereof (which principal amount includes the Original Principal and any Capitalized for each day during each Interest Amount Period with respect thereto) thereto at a rate per annum from time to time equal to the lesser of (i) 12.0% and (ii) Eurodollar Rate for such day plus the rate that is twenty-five one-hundredths of one percent (0.25%) less than the rate payable from time to time under the Bank Credit Agreement on Eurodollar Loans (as defined in the Bank Credit Agreement) that are Term Loans (as defined in the Bank Credit Agreement) including any default rate applicable thereto pursuant to Section 7.5(e) of the Bank Credit Agreement, provided, however, that at any time the Eurodollar Base Rate (as defined in the Bank Credit Agreement) equals or exceeds 3%, the rate described in this clause (ii) shall not exceed 5.25% over the Eurodollar Base Rate then in effect (plus an additional 2.0%, if the default rate is then applicable to Term Loans pursuant to Section 7.5(e) of the Bank Credit Agreement) (the rate described in this clause (ii), the "Maximum Rate")Applicable Margin. (b) The Alternate Base Rate Loans shall bear interest on the unpaid principal amount thereof at a rate per annum equal to the Alternate Base Rate. (c) If all or a portion of any Loan, any interest payable thereon or any other amount payable owing hereunder shall not be paid when due (whether at the stated maturity, by acceleration, as a result of an event requiring a mandatory prepayment or otherwise)due, then, for so long as such amount remains unpaid, (i) if the overdue amount represents principal, all Loans shall bear interest at a rate per annum which is 2% above the rate which would otherwise be applicable pursuant to subsection 4.4(a) or (b), as the case may be, and (ii) if the overdue amount represents overdue interest, fees or other amounts (other than the amounts described in clause (i) of this paragraph (c)) due under the Credit Documents, such overdue amount shall bear interest at a rate per annum equal to the lesser Alternate Base Rate plus 2%. During such time as any principal of (i) 14.0% and (ii) or interest on any Eurodollar Loan remains unpaid, all such Eurodollar Loans shall be converted to Alternate Base Rate Loans at the Maximum Rateend of the respective Interest Periods applicable thereto. (cd) Interest accrued from time to time in respect of on each Loan accrued to but not including each Interest Payment Date applicable thereto shall be payable in arrears on each such Interest Capitalization Date by adding Payment Date; provided that interest accruing on the amount principal of accrued interest or (a "Capitalized Interest Amount") on such date to the principal extent permitted by applicable law) interest or any other amount of such payable in connection with any Loan not paid when due (and any Capitalized Interest Amount shall bear interest from and after such Interest Capitalization Date as provided hereunder as if it had been part of the Original Principal of such Loan); providedwhether at stated maturity, that any accrued and unpaid interest outstanding on the Effective Date under the 2004 Term Loan Agreement shall be treated as a Capitalized Interest Amount for all purposes of this Agreement. Any accrued and unpaid interest on the Loans by acceleration or otherwise) shall be payable in full in cash on from time to time upon demand of the Termination DateAdministrative Agent. (d) Interest shall be calculated on the basis of a 365 (or 366, as the case may be) day year for the actual days elapsed.

Interest Rate and Payment Dates. (a) Each Loan shall bear interest on Except as otherwise provided in Section 2.7(b), prior to maturity, the unpaid outstanding principal amount thereof (which principal amount includes the Original Principal and any Capitalized Interest Amount with respect thereto) at a rate per annum from time to time equal to the lesser of (i) 12.0% and (ii) the rate that is twenty-five one-hundredths of one percent (0.25%) less than the rate payable from time to time under the Bank Credit Agreement on Eurodollar Loans (as defined in the Bank Credit Agreement) that are Term Loans (as defined in the Bank Credit Agreement) including any default rate applicable thereto pursuant to Section 7.5(e) balance of the Bank Credit Agreement, provided, however, that at any time the Eurodollar Base Rate (as defined in the Bank Credit Agreement) equals or exceeds 3%, the rate described in this clause (ii) shall not exceed 5.25% over the Eurodollar Base Rate then in effect (plus an additional 2.0%, if the default rate is then applicable to Term Loans pursuant to Section 7.5(e) of the Bank Credit Agreement) (the rate described in this clause (ii), the "Maximum Rate"). (b) If all or a portion of any Loan, any interest payable thereon or any other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration, as a result of an event requiring a mandatory prepayment or otherwise), then, for so long as such amount remains unpaid, such overdue amount shall bear interest at a rate per annum equal to the lesser greater of (i) 14.0% the Prime Rate plus the Applicable Margin and (ii) 5.00%. (b) Notwithstanding the Maximum Rateforegoing, after the occurrence and during the continuance of an Event of Default, so long as such Event of Default is continuing, all principal of each Loan and each fee and other amount then due and payable by the Borrower hereunder (whether at the stated maturity thereof, by acceleration or otherwise) shall bear interest at a rate per annum equal to 5% above the otherwise applicable rate, from the date of such Event of Default until such Event of Default is cured or waived in writing by the Bank. In addition, if any payment of interest or principal hereunder is not paid or funds are not available to be automatically debited on the date on which it is due, the Borrowers shall pay to the Bank, upon demand, an amount equal to 5% of such unpaid payment. (c) Interest accrued from time to time All interest hereunder shall be computed on the basis of a year of 360 days, and in respect of each Loan case shall be payable in arrears on each Interest Capitalization Date by adding for the amount actual number of accrued interest days elapsed (a "Capitalized Interest Amount") on such date to including the principal amount of such Loan (and any Capitalized Interest Amount shall bear interest from and after such Interest Capitalization Date as provided hereunder as if it had been part of first day but excluding the Original Principal of such Loanlast day); provided, that any accrued and unpaid interest outstanding on the Effective Date under the 2004 Term Loan Agreement . The applicable Prime Rate shall be treated as a Capitalized Interest Amount for all purposes of this Agreement. Any accrued determined by the Bank, and unpaid interest on the Loans such determination shall be payable in full in cash on the Termination Dateconclusive absent clearly demonstrable error. (d) Interest on each Loan shall be calculated paid monthly in arrears on the basis first day of each month, commencing on the first such day after such Loan, and at maturity for such Loan. (e) No interest payable hereunder, whether by reason of maturity, the acceleration thereof, or otherwise, shall be in excess of the maximum rate permitted by any applicable law. As used herein, the term "applicable law" means the law in effect as of the Effective Date; provided that in the event there is a 365 (change in the law which results in a higher permissible rate of interest, then this Agreement shall be governed by such new law as of its effective date. In this regard, it is expressly agreed that it is the intent of the Borrowers and the Bank in the execution, delivery and acceptance of this Agreement to contract in strict compliance with the laws of the State of New York from time to time in effect. If, under or 366from any circumstances whatsoever, fulfillment of any provision hereof or of any of the Loan Documents at the time of performance of such provision shall be due, shall involve transcending the limit of such validity prescribed by applicable law, then the obligation to be fulfilled shall automatically be reduced to the limits of such validity, and if under or from circumstances whatsoever the Bank should ever receive as interest an amount which would exceed the case may be) day year for highest lawful rate, such amount which would be excessive interest shall be applied to the actual days elapsedreduction of the principal balance evidenced by the Notes and not to the payment of interest.