Common use of Margin adjustments Clause in Contracts

Margin adjustments. Adjustments in the Margin applicable to Eurocurrency-based Advances, the Applicable Commitment Fee Percentage and the Applicable L/C Fee Percentage, each based upon the Fixed Charge Coverage Ratio, shall be implemented on a quarterly basis as follows: (a) Such adjustments shall be given prospective effect only, effective (i) as to all Prime-based Advances outstanding hereunder, the Applicable Commitment Fee Percentage and the Applicable L/C Fee Percentage, upon the required date of delivery of the financial statements under Sections 8.1(a) and 8.1(b) hereunder, in each case establishing applicability of the appropriate adjustment, and (ii) as to each Eurocurrencybased Advance outstanding hereunder, effective upon the expiration of the applicable Interest Period(s), if any, in effect on the date of the delivery of such financial statements, in each case with no retroactivity or claw-back. In the event Company fails timely to deliver the financial statements required under Section 8.1(a) or 8.1(b), then from the date delivery of such financial statements was required until such financial statements are delivered, the margins and fee percentages shall be those set forth under the Level IV Column of the pricing matrix attached to this Agreement as Schedule 1.1. (b) With respect to Eurocurrency-based Advances outstanding hereunder, an adjustment hereunder, after becoming effective, shall remain in effect only through the end of the applicable Interest Period(s) for such Eurocurrency-based Advances if any; provided, however, that upon any change in the Margin level then in effect, as aforesaid, or the occurrence of any other event which under the terms hereof causes such adjustment no longer to be applicable, then any such subsequent adjustment or no adjustment, as the case may be, shall be effective (and said pricing shall thereby be adjusted up or down, as applicable) with the commencement of each Interest Period following such change or event, all in accordance with the preceding subparagraph. (c) Such Margin adjustments under this Section 5.1 shall be made irrespective of, and in addition to, any other interest rate adjustments hereunder. (d) From the date hereof until the required date of delivery under Section 8.1(b) of the Company's financial statements for the fiscal quarter ending September 30, 1996, the margins and fee percentages shall be those set forth under the Level II column of the pricing matrix attached to this Agreement as Schedule 1.1.

Margin adjustments. Adjustments in the Margin applicable to Eurocurrency-based Advances, the Applicable Commitment Fee Percentage Margin and the Applicable L/C Letter of Credit Fee Percentage, each Rate based upon the Fixed Charge Coverage Ratio, on Schedule 1 shall be implemented on a quarterly basis as follows: (a) Such adjustments shall be given prospective effect only, effective (i) as to all Prime-based Advances outstanding hereunder, of the Applicable Commitment Fee Percentage and first day of the Applicable L/C Fee Percentage, upon the required date of first month following delivery of the financial statements under Sections 8.1(a7.1(a) and 8.1(b(b) hereunderhereunder and the Covenant Compliance Report under Section 7.1(c), in each case establishing applicability of the appropriate adjustment, and (ii) as to each Eurocurrencybased Advance outstanding hereunder, effective upon the expiration of the applicable Interest Period(s), if any, in effect on the date of the delivery of such financial statements, in each case with no retroactivity or claw-back. In If the event Company Borrower fails timely to deliver the such financial statements required under Section 8.1(a) or 8.1(b)the Covenant Compliance Report, then (but without affecting the Event of Default resulting therefrom) from the date delivery of such financial statements and report was required until such financial statements and report are delivered, the margins and fee percentages shall be those set forth under at the Level IV Column of highest level on the pricing matrix attached to this Agreement as Schedule 1.11. (b) With respect to Eurocurrency-based Advances outstanding hereunder, an adjustment hereunder, after becoming effective, shall remain in effect only through the end of the applicable Interest Period(s) for such Eurocurrency-based Advances if any; provided, however, that upon any change in the Margin level then in effect, as aforesaid, or the occurrence of any other event which under the terms hereof causes such adjustment no longer to be applicable, then any such subsequent adjustment or no adjustment, as the case may be, shall be effective (and said pricing shall thereby be adjusted up or down, as applicable) with the commencement of each Interest Period following such change or event, all in accordance with the preceding subparagraph. (c) Such Margin adjustments under this Section 5.1 shall be made irrespective of, and in addition to, any other interest rate adjustments hereunder. (d) From the date hereof of execution of this Agreement until the required date of delivery (or, if earlier, delivery) under Section 8.1(b7.1(b) of the Company's Borrower’s financial statements and Covenant Compliance Report for the first fiscal quarter ending September 30, 1996after the Borrower has satisfied all of the conditions and requirements set forth in Section 7.16 hereof within the time and in the manner required thereby, the margins and fee percentages shall be those set forth under the Level II 3 column of the pricing matrix attached to this Agreement as Schedule 1.11. Thereafter, all margins shall be based upon Borrower’s financial statements and Covenant Compliance Report, subject to recalculation as provided in subsection 4.1(a) above. (c) Notwithstanding the foregoing, however, if, prior to the payment and discharge in full (in cash) of the Indebtedness and the termination of any and all commitments hereunder, as a result of any restatement of or adjustment to the financial statements of Borrower and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reason, Bank determines that the Applicable Margin as calculated by Borrower as of any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal period, then (x) if the proper calculation thereof would have resulted in higher pricing for any such period, Borrower shall automatically and retroactively be obligated to pay to Bank, promptly upon demand, an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period and, if the current fiscal period is affected thereby, the Applicable Margin for the current period shall be adjusted based on such recalculation; and (y) if the proper calculation thereof would have resulted in lower pricing for such period, Bank shall have no obligation to recalculate such interest or fees or to repay any interest or fees to the Borrower.

Margin adjustments. Adjustments in the Margin applicable to Eurocurrency-Margin, based Advances, the Applicable Commitment Fee Percentage and the Applicable L/C Fee Percentage, each based upon the Fixed Charge Coverage Ratioon Schedule 1, shall be implemented on a quarterly basis as follows: (a) Such adjustments shall be given prospective effect only, effective (i) as to all Prime-based Advances outstanding hereunder, the Applicable Commitment Fee Percentage and the Applicable L/C Fee PercentageMargins relating to Prime-based Advances, upon the required date of delivery of the financial statements under Sections 8.1(a) and 8.1(b) hereunderquarterly compliance certificates required by Section 7.1 hereof, in each case establishing applicability of the appropriate adjustment, and (ii) as to each Eurocurrencybased Eurodollar-based Advance outstanding hereunder, effective upon the expiration of the applicable Interest Period(s), if any, in effect on the date of the delivery of such financial statementscompliance certificates, in each case with no retroactivity or claw-back. In the event Company fails Companies fail timely to deliver the financial statements compliance certificates required under Section 8.1(a) or 8.1(b)7.1, then from the due date delivery of such financial statements was required certificates until such financial statements certificates are delivered, the margins Margins and fee percentages Applicable Commitment Fee Percentage shall be those the highest applicable Margin set forth under the Level IV Column of in the pricing matrix attached to this Agreement as Schedule 1.1matrix. (b) With respect to EurocurrencyEurodollar-based Advances outstanding hereunder, an adjustment hereunder, after becoming effective, shall remain in effect only through the end of the applicable Interest Period(s) for such EurocurrencyEurodollar-based Advances if any; provided, however, that upon any change in the Margin level then in effect, as aforesaid, or the occurrence of any other event which under the terms hereof causes such adjustment no longer to be applicable, then any such subsequent adjustment or no adjustment, as the case may be, shall be effective (and said pricing shall thereby be adjusted up or down, as applicable) with the commencement of each Interest Period following such change or event, all in accordance with the preceding subparagraph. (c) Such Margin adjustments under this Section 5.1 3A shall be made irrespective of, and in addition to, any other interest rate adjustments hereunder. (d) From the date hereof Effective Date until the required date of delivery under Section 8.1(b) 7.1 of the Company's financial statements Companies' compliance certificates for the fiscal quarter ending September 30December 31, 19962001, the margins and fee percentages shall be those set forth under the Level II column of the pricing matrix attached to this Agreement as Schedule 1.11.

Margin adjustments. (a) Adjustments in the Margin applicable to Eurocurrency-based Advances, the Applicable Commitment Fee Percentage Margin and the Applicable L/C Fee PercentagePercentages, each based upon the Fixed Charge Coverage Ratioon Schedule 4.1, shall be implemented on a quarterly basis as follows: (a) Such : such adjustments shall be given prospective effect only, effective (i) as to all Prime-based Advances outstanding hereunder, the hereunder and as to each Applicable Commitment Fee Percentage and the Applicable L/C Fee Percentage, upon the required date of delivery of the financial statements under Sections 8.1(a7.3(b) and 8.1(b7.3(c) hereunder, in each case establishing applicability of the appropriate adjustment, and (ii) as to each Eurocurrencybased Advance outstanding hereunder, effective upon the expiration of the applicable Interest Period(s), if any, in effect on the date of the delivery of such financial statements, in each case with no retroactivity or claw-back. In . (b) From the event Company fails timely to deliver Restatement Date until the required date of delivery (or if earlier, delivery) of the financial statements required under Section 8.1(a7.3(b) or 8.1(b)and (c) hereof, then from and the date delivery of such financial statements was required until such financial statements are deliveredrelated Covenant Compliance Report for the fiscal quarter ending June 30, 2008, the margins Applicable Margins and fee percentages Applicable Fee Percentages shall be those set forth under the Level IV Column of the pricing matrix attached to this Agreement as Schedule 1.1. (b) With respect to Eurocurrency-based Advances outstanding hereunder, an adjustment hereunder, after becoming effective, shall remain in effect only through the end of the applicable Interest Period(s) for such Eurocurrency-based Advances if any; provided, however, that upon any change in the Margin level then in effect, as aforesaid, or the occurrence of any other event which under the terms hereof causes such adjustment no longer to be applicable, then any such subsequent adjustment or no adjustment, as the case may be, shall be effective (and said pricing shall thereby be adjusted up or down, as applicable) with the commencement of each Interest Period following such change or event, all in accordance with the preceding subparagraph. (c) Such Margin adjustments under this Section 5.1 shall be made irrespective of, and in addition to, any other interest rate adjustments hereunder. (d) From the date hereof until the required date of delivery under Section 8.1(b) of the Company's financial statements for the fiscal quarter ending September 30, 1996, the margins and fee percentages shall be those set forth under the Level II I column of the pricing matrix attached to this Agreement as Schedule 1.14.1. Thereafter, the adjustments to the Applicable Margin and the Applicable Fee Percentages shall be as set forth above. (c) Notwithstanding the foregoing, however, if, as a result of any restatement of or adjustment to the financial statements of Company and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reason, Agent determines that the Applicable Margin and/or the Applicable Fee Percentages as calculated by Company as of any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal period, then (x) if the proper calculation thereof would have resulted in higher pricing for any such period, Company and/or the Permitted Borrowers, as the case may be, shall automatically and retroactively be obligated to pay to Agent, promptly upon demand by Agent or the Required Lenders, an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period and, of the current fiscal period is affected thereby, the Applicable Margin and/or the Applicable Fee Percentages for the current period shall be adjusted based on such recalculation; and (y) if the proper calculation thereof would have resulted in lower pricing for such period, Agent and Lenders shall have no obligation to recalculate such interest or fees or to repay any interest or fees to Company or the Permitted Borrowers; provided, however, that if as a result of any such redetermination by Agent a proper calculation of the Applicable Margin and/or the Applicable Fee Percentages would have resulted in higher pricing for one or more periods and lower pricing for one or more periods, then the amount payable by Company and/or the Permitted Borrowers, as the case may be, pursuant to clause (x) of this sentence shall be based upon the excess, if any, of the amount of interest and fees that should have been paid for all applicable periods over the amount of interest and fees actually paid for all such periods and the Applicable Margin and provided, further, if the current fiscal period is affected by such inaccuracy, the Applicable Fee Percentages shall be adjusted for the current period.

Margin adjustments. Adjustments in the Margin applicable to Eurocurrency-based Advances, the and Applicable Commitment Fee Percentage and the Applicable L/C Fee Percentage, each based upon on the Fixed Charge Company's Cash Flow Coverage RatioRatio (Operating) and determined in accordance with Schedule 1.1 hereto, shall be implemented on a quarterly basis as follows: (a) Such margin adjustments shall be given prospective effect only, effective (i) as to all Prime-based Advances outstanding hereunder, the Applicable Commitment Fee Percentage and the Applicable L/C Fee Percentage, immediately upon the required date of delivery of the financial statements under Sections 8.1(a) and 8.1(b) hereunder8.1, in each case establishing applicability of the appropriate adjustment, and (ii) as to each Eurocurrencybased Advance outstanding hereunder, effective upon the expiration of the applicable Interest Period(s)adjustments, if any, in effect on the date of the delivery of such financial statements, in each case with no retroactivity or claw-back. In the event Company fails timely to deliver the financial statements required under Section 8.1(a) or 8.1(b), then from the date delivery of such financial statements was required until such financial statements are delivered, the margins and fee percentages shall be those set forth under the Level IV Column of the pricing matrix attached to this Agreement as Schedule 1.1. (b) With respect to Eurocurrency-based Advances outstanding hereunder, an adjustment hereunder, after becoming effective, shall remain in effect only through the end of the applicable Interest Period(s) for such Eurocurrency-based Advances if any; provided, however, that upon any change in the Margin level then in effect, as aforesaid, or the occurrence of any other event which under the terms hereof causes such adjustment no longer to be applicable, then any such subsequent adjustment or no adjustment, as the case may be, shall be effective (and said pricing shall thereby be adjusted up or down, as applicable) with the commencement of each Interest Period following such change or event, all in accordance with the preceding subparagraph. (c) Such Margin adjustments under this Section 5.1 2.18 shall be made irrespective of, and in addition to, any other interest rate or pricing adjustments hereunder. (dc) From the date hereof until the required date of Until delivery under Section 8.1(b) of the Company's financial statements for the fiscal quarter period ending September 30December 31, 19962002, the margins and fee percentages shall be those pricing set forth under the Level II column Pricing Matrix (B) of the pricing matrix attached Schedule 1.1 shall apply. 7. Section 8.2(c) is amended to this read in its entirety as follows: "On Thursday of each week, a Borrowing Base Report (in the form attached as Exhibit `A') calculating the Lending Availability as of the end of the preceding week; provided that if the availability under the Revolving Credit Note (calculated as Lending Availability less the outstanding principal amount of Advances and less the undrawn amount of Letters of Credit plus outstanding Letter of Credit Obligations) is less than $500,000 for five (5) Business Days during any consecutive thirty (30) day period, then thereafter updated Borrowing Base Reports shall be provided each time Companies receive an Advance (but not less frequently than weekly) and such reports shall be accompanied by sales and receipts and such other detail as Bank may require;" 8. Sections 9.1 and 9.2 of the Agreement are amended to read in their entireties as Schedule 1.1.follow:

Margin adjustments. Adjustments in the Margin applicable to Eurocurrency-based Advances, the Applicable Commitment Fee Percentage and the Applicable L/C Fee Percentage, each based upon the Fixed Charge Coverage Ratio, shall be implemented on a quarterly basis as follows: (a) Such adjustments shall be given prospective effect only, effective (i) as to all Prime-based Advances outstanding hereunder, the Applicable Commitment Fee Percentage and the Applicable L/C Fee Percentage, upon the required date of delivery of the financial statements under Sections 8.1(a) and 8.1(b) hereunder, in each case establishing applicability of the appropriate adjustment, and (ii) as to each Eurocurrencybased Eurocurrency- based Advance outstanding hereunder, effective upon the expiration of the applicable Interest Period(s), if any, in effect on the date of the delivery of such financial statements, in each case with no retroactivity or claw-back. In the event Company fails timely to deliver the financial statements required under Section 8.1(a) or 8.1(b), then from the date delivery of such financial statements was required until such financial statements are delivered, the margins and fee percentages shall be those set forth under the Level IV Column of the pricing matrix attached to this Agreement as Schedule 1.1. (b) With respect to Eurocurrency-based Advances outstanding hereunder, an adjustment hereunder, after becoming effective, shall remain in effect only through the end of the applicable Interest Period(s) for such Eurocurrency-based Advances if any; provided, however, that upon any change in the Margin level then in effect, as aforesaid, or the occurrence of any other event which under the terms hereof causes such adjustment no longer to be applicable, then any such subsequent adjustment or no adjustment, as the case may be, shall be effective (and said pricing shall thereby be adjusted up or down, as applicable) with the commencement of each Interest Period following such change or event, all in accordance with the preceding subparagraph. (c) Such Margin adjustments under this Section 5.1 shall be made irrespective of, and in addition to, any other interest rate adjustments hereunder. (d) From the date hereof until the required date of delivery under Section 8.1(b) of the Company's financial statements for the fiscal quarter ending September June 30, 19961998, the margins and fee percentages shall be those set forth under the Level II III column of the pricing matrix attached to this Agreement as Schedule 1.1.

Margin adjustments. Adjustments in the Margin Margin, based on the ratio of Consolidated Funded Debt to Consolidated EBITDA set forth in the pricing matrix attached to this Agreement as Schedule 1.1, applicable to Eurocurrency-based Advances, the Applicable Commitment Facility Fee Percentage and the Applicable L/C Fee Percentage, each based upon the Fixed Charge Coverage Ratio, shall be implemented on a quarterly basis as follows: (a) Such adjustments shall be given prospective effect only, effective (i) as to all Prime-based Advances outstanding hereunder, the Applicable Commitment Facility Fee Percentage and the Applicable L/C Fee Percentage, upon the required date of delivery of the financial statements under Sections 8.1(a) and 8.1(b) hereunder, in each case establishing applicability of the appropriate adjustment, and (ii) as to each Eurocurrencybased Eurocurrency-based Advance outstanding hereunder, effective upon the expiration of the applicable Interest Period(s), if any, in effect on the date of the delivery of such financial statements, in each case with no retroactivity or 40 48 EXHIBIT 10.1 claw-back. In the event Company fails timely to deliver the financial statements required under Section 8.1(a) or 8.1(b), then from the date delivery of such financial statements was required until such financial statements are delivered, the margins and fee percentages shall be those set forth under the Level IV V Column of the pricing matrix attached to this Agreement as Schedule 1.1. (b) With respect to Eurocurrency-based Advances outstanding hereunder, an adjustment hereunder, after becoming effective, shall remain in effect only through the end of the applicable Interest Period(s) for such Eurocurrency-based Advances if any; provided, however, that upon any change in the Margin level then in effect, as aforesaid, or the occurrence of any other event which under the terms hereof causes such adjustment no longer to be applicable, then any such subsequent adjustment or no adjustment, as the case may be, shall be effective (and said pricing shall thereby be adjusted up or down, as applicable) with the commencement of each Interest Period following such change or event, all in accordance with the preceding subparagraph. (c) Such Margin adjustments under this Section 5.1 shall be made irrespective of, and in addition to, any other interest rate adjustments hereunder. (d) From the date hereof until the required date of delivery under Section 8.1(b) of the Company's financial statements for the fiscal quarter ending September June 30, 19961998, the margins and fee percentages shall be those set forth under the Level II V column of the pricing matrix attached to this Agreement as Schedule 1.1.

Margin adjustments. Adjustments in the Margin applicable to Eurocurrency-based Advances, the Applicable Commitment Fee Percentage Margins and the Applicable L/C Fee PercentagePercentages, each based upon the Fixed Charge Coverage Ratioon Schedule 1.1, shall be implemented on a quarterly basis as follows: (a) Such adjustments shall be given prospective effect only, effective (i) as to all Prime-based Advances outstanding hereunder, the Applicable Commitment Fee Percentage hereunder and the Applicable L/C Fee Percentage, upon the required date of delivery of the financial statements under Sections 8.1(a7.1(a) and 8.1(b7.1(b) hereunderhereunder and the Covenant Compliance Report under Section 7.2(a) hereof, in each case establishing applicability of the appropriate adjustment, and (ii) as to each Eurocurrencybased Advance outstanding hereunder, effective upon the expiration of the applicable Interest Period(s), if any, in effect on the date of the delivery of such financial statements, in each case with no retroactivity or claw-back. In the event the Company fails timely to deliver the such financial statements required under Section 8.1(aor the Covenant Compliance Report and such failure continues for three (3) or 8.1(b)days, then (but without affecting the Event of Default resulting therefrom) from the date delivery of such financial statements and report was required until such financial statements and report are delivered, the margins and fee percentages shall be those set forth under at the Level IV Column of highest level on the pricing matrix Pricing Matrix attached to this Agreement as Schedule 1.1. (b) With respect to Eurocurrency-based Advances outstanding hereunderFROM THE EFFECTIVE DATE UNTIL THE REQUIRED DATE OF DELIVERY (OR, an adjustment hereunderIF EARLIER, after becoming effectiveDELIVERY) UNDER SECTION 7.1(B) OF THE COMPANY'S FINANCIAL STATEMENTS FOR THE FISCAL QUARTER ENDING DECEMBER 31, shall remain in effect only through the end of the applicable Interest Period(s2003 MARGINS AND FEE PERCENTAGES SHALL BE THOSE SET FORTH UNDER THE LEVEL II COLUMN OF THE PRICING MATRIX ATTACHED TO THIS AGREEMENT AS SCHEDULE 1.1. THEREAFTER, ALL MARGINS AND FEE PERCENTAGES SHALL BE BASED UPON THE COMPANY'S QUARTERLY FINANCIAL STATEMENTS AND COVENANT COMPLIANCE REPORTS, SUBJECT TO RECALCULATION AS PROVIDED IN SUBSECTION 10.4(A) for such Eurocurrency-based Advances if any; provided, however, that upon any change in the Margin level then in effect, as aforesaid, or the occurrence of any other event which under the terms hereof causes such adjustment no longer to be applicable, then any such subsequent adjustment or no adjustment, as the case may be, shall be effective (and said pricing shall thereby be adjusted up or down, as applicable) with the commencement of each Interest Period following such change or event, all in accordance with the preceding subparagraphABOVE. (c) Such Margin adjustments under this Section 5.1 shall be made irrespective of, and in addition to, any other interest rate adjustments hereunder. (d) From the date hereof until the required date of delivery under Section 8.1(b) of the Company's financial statements for the fiscal quarter ending September 30, 1996, the margins and fee percentages shall be those set forth under the Level II column of the pricing matrix attached to this Agreement as Schedule 1.1.

Margin adjustments. Adjustments in the Margin applicable to Eurocurrency-based Advances, the Applicable Commitment Fee Percentage Margin and the Applicable L/C Letter of Credit Fee Percentage, each Rate based upon the Fixed Charge Coverage Ratio, on Schedule 1 shall be implemented on a quarterly basis as follows: (a) Such adjustments shall be given prospective effect only, effective (i) as to all Prime-based Advances outstanding hereunder, of the Applicable Commitment Fee Percentage and first day of the Applicable L/C Fee Percentage, upon the required date of first month following delivery of the financial statements under Sections 8.1(a7.1(a) and 8.1(b(b) hereunderhereunder and the Covenant Compliance Report under Section 7.1(c), in each case establishing applicability of the appropriate adjustment, and (ii) as to each Eurocurrencybased Advance outstanding hereunder, effective upon the expiration of the applicable Interest Period(s), if any, in effect on the date of the delivery of such financial statements, in each case with no retroactivity or claw-back. In If the event Company Borrower fails timely to deliver the such financial statements required under Section 8.1(a) or 8.1(b)the Covenant Compliance Report, then (but without affecting the Event of Default resulting therefrom) from the date delivery of such financial statements and report was required until such financial statements and report are delivered, the margins and fee percentages shall be those set forth under at the Level IV Column of highest level on the pricing matrix attached to this Agreement as Schedule 1.11. (b) With respect to Eurocurrency-based Advances outstanding hereunder, an adjustment hereunder, after becoming effective, shall remain in effect only through the end of the applicable Interest Period(s) for such Eurocurrency-based Advances if any; provided, however, that upon any change in the Margin level then in effect, as aforesaid, or the occurrence of any other event which under the terms hereof causes such adjustment no longer to be applicable, then any such subsequent adjustment or no adjustment, as the case may be, shall be effective (and said pricing shall thereby be adjusted up or down, as applicable) with the commencement of each Interest Period following such change or event, all in accordance with the preceding subparagraph. (c) Such Margin adjustments under this Section 5.1 shall be made irrespective of, and in addition to, any other interest rate adjustments hereunder. (d) From the date hereof of execution of this Agreement until the required date of delivery (or, if earlier, delivery) under Section 8.1(b7.1(b) of the Company's Borrower’s financial statements and Covenant Compliance Report for the fiscal quarter ending September June 30, 19962011, the margins and fee percentages shall be those set forth under the Level II 1 column of the pricing matrix attached to this Agreement as Schedule 1.11. Thereafter, all margins shall be based upon Borrower’s financial statements and Covenant Compliance Report, subject to recalculation as provided in subsection 4.1(a) above. (c) Notwithstanding the foregoing, however, if, prior to the payment and discharge in full (in cash) of the Indebtedness and the termination of any and all commitments hereunder, as a result of any restatement of or adjustment to the financial statements of Borrower and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reason, Bank determines that the Applicable Margin as calculated by Borrower as of any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal period, then (x) if the proper calculation thereof would have resulted in higher pricing for any such period, Borrower shall automatically and retroactively be obligated to pay to Bank, promptly upon demand, an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period and, if the current fiscal period is affected thereby, the Applicable Margin for the current period shall be adjusted based on such recalculation; and (y) if the proper calculation thereof would have resulted in lower pricing for such period, Bank shall have no obligation to recalculate such interest or fees or to repay any interest or fees to the Borrower.

Margin adjustments. Adjustments in the Margin applicable to ------------------ Eurocurrency-based Advances and Prime-based Advances, the Applicable Commitment Fee Percentage and the Applicable L/C Fee Percentage, each based upon the Fixed Charge Coverage Ratio, shall be implemented on a quarterly basis as follows: (a) Such adjustments shall be given prospective effect onlyThe Applicable Commitment Fee Percentage, effective the Margin and the Applicable L/C Percentage will vary with the Company's Total Debt to EBITDA Ratio, adjusted 45 days after the end of each of the first three fiscal quarters of each fiscal year and 90 days after the end of each fiscal year, as set forth on the pricing matrix attached to this Agreement as Schedule 1.1; provided that (i) the Applicable Commitment Fee Percentage, the Margin and the Applicable L/C Percentage will be set at Level V of the pricing matrix attached to this Agreement as Schedule 1.1 as of the Effective Date, (ii) from and including the Effective Date until the Applicable Commitment Fee Percentage, the Margin and the Applicable L/C Percentage are adjusted 90 days after the fourth fiscal quarter of the 2001 fiscal year, the Applicable Commitment Fee Percentage, the Margin and the Applicable L/C Percentage will be established at not less than Level V of the pricing matrix attached to this Agreement as Schedule 1.1, (iii) as to all each Eurocurrency-based Advance outstanding as of the date 45 days after the end of each of the first three fiscal quarters of each fiscal year and 90 days after the end of each fiscal year, such adjustment to the Margin applicable to such Eurocurrency-based Advance shall not be effective until the expiration of the applicable Interest Period(s), and (iv) if any Event of Default has occurred and is continuing, the Margin applicable to Eurocurrency-based Advances and Prime-based Advances outstanding hereunderAdvances, the Applicable Commitment Fee Percentage and the Applicable L/C Fee Percentage, upon the required date of delivery of the financial statements under Sections 8.1(a) and 8.1(b) hereunder, in each case establishing applicability of the appropriate adjustment, and (ii) as to each Eurocurrencybased Advance outstanding hereunder, effective upon the expiration of the applicable Interest Period(s), if any, in effect on the date of the delivery of such financial statements, in each case with no retroactivity or claw-back. In the event Company fails timely to deliver the financial statements required under Section 8.1(a) or 8.1(b), then from the date delivery of such financial statements was required until such financial statements are delivered, the margins and fee percentages Percentage shall be those set forth under the Level IV VI Column of the pricing matrix attached to this Agreement as Schedule 1.1. (b) With respect to Eurocurrency-based Advances outstanding hereunder, an adjustment hereunder, after becoming effective, shall remain in effect only through the end of the applicable Interest Period(s) for such Eurocurrency-based Advances if any; provided, however, that upon any change in the Margin level then in effect, as aforesaid, or the occurrence of any other event which under the terms hereof causes such adjustment no longer to be applicable, then any such subsequent adjustment or no adjustment, as the case may be, shall be effective (and said pricing shall thereby be adjusted up or down, as applicable) with the commencement of each Interest Period following such change or event, all in accordance with the preceding subparagraph. (c) Such Margin adjustments under this Section 5.1 shall be made irrespective of, and in addition to, any other interest rate adjustments hereunder. (d) From the date hereof until the required date of delivery under Section 8.1(b) of the Company's financial statements for the fiscal quarter ending September 30, 1996, the margins and fee percentages shall be those set forth under the Level II column of the pricing matrix attached to this Agreement as Schedule 1.1.

Margin adjustments. Adjustments in the Margin applicable to Eurocurrency-based Advances, the Applicable Commitment Fee Percentage and Margin, based on Schedule 5.1 to the Applicable L/C Fee Percentage, each based upon the Fixed Charge Coverage Ratio, Revolving Credit Agreement shall be implemented on a quarterly basis as follows: (ai) Such adjustments to the Applicable Margin shall be given prospective effect only, effective (iA) as to all Prime-based Advances outstanding hereunder, the Applicable Commitment Fee Percentage and the Applicable L/C Fee Percentage, immediately upon the required date of delivery of the financial statements required to be delivered under Sections 8.1(aSection 8.3(b) and 8.1(b8.3(c) hereunder, in each case of the Revolving Credit Agreement establishing applicability of the appropriate adjustmentadjustments, if any, and (iiB) as to each Eurocurrencybased Eurocurrency-based Advance outstanding hereunder, effective upon the expiration of the applicable Interest Period(s), if any, in effect on the required date of delivery of the delivery latest of such financial statementsstatements required to be delivered thereunder during such Interest Period(s), as applicable, in each case with no retroactivity or claw-back. In the event Company fails timely to deliver the financial statements required under Section 8.1(a) or 8.1(b), then from the date delivery of such financial statements was required until such financial statements are delivered, the margins and fee percentages shall be those set forth under the Level IV Column of the pricing matrix attached to this Agreement as Schedule 1.1. (bii) With respect to Eurocurrency-based Advances outstanding hereunder, an adjustment hereunder, after becoming effective, shall remain in effect only through the end of the applicable Interest Period(s) for such Eurocurrency-based Advances if any; provided, however, that upon the delivery of quarterly financial statements demonstrating any change in the Margin level then in effectFunded Debt Ratio established under the Revolving Credit Agreement, as aforesaid, or the occurrence of any other event which under the terms hereof causes such adjustment no longer to be applicable, then any such subsequent adjustment or no adjustment, as the case may be, shall be effective (and said pricing shall thereby be adjusted up or down, as applicable) with the commencement of each Interest Period following such change or event, all in accordance with the preceding subparagraph. (c) Such Margin adjustments under this Section 5.1 shall be made irrespective of, and in addition to, any other interest rate adjustments hereunder. (d) From the date hereof until the required date of delivery under Section 8.1(b) of the Company's financial statements for the fiscal quarter ending September 30, 1996, the margins and fee percentages shall be those set forth under the Level II column of the pricing matrix attached to this Agreement as Schedule 1.1.