Common use of Performance Adjustments Clause in Contracts

Performance Adjustments. Based upon, and following receipt by the Lenders of (a) beginning with the Borrowers' financial statements as hereafter described for the fiscal quarter of the Borrowers ending closest to January 31, 2000, (i) with respect to the first three fiscal quarters of each fiscal year, the Borrowers' quarterly unaudited consolidated financial statements pursuant to Section 10.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrowers' annual audited consolidated financial statements pursuant to Section 10.4(a)(i), and (b) a certificate of the Borrowers setting forth calculations of the financial information set forth below (the Borrowers also hereby agreeing to provide to the Agent, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations), the Eurodollar Applicable Margin, the Documentary Letter of Credit Applicable Margin, the Standby Letter of Credit Applicable Margin and the Commitment Fee Rate shall be subject to adjustment in accordance with the provisions of this paragraph (each such adjustment, a "Performance Adjustment"). Performance Adjustments shall become effective (the date of the effectiveness of any Performance Adjustment, a "Performance Adjustment Date") two (2) Business Days following receipt by the Agent of (x) (i) with respect to the first three fiscal 57 -50- quarters of each fiscal year, the Borrowers' quarterly unaudited consolidated financial statements pursuant to Section 10.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrowers' annual audited consolidated financial statements pursuant to Section 10.4(b)(i), and (y) a certificate of the Borrowers setting forth calculations of the financial information set forth below (the Borrowers also hereby agreeing to provide to the Agent, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations). The Eurodollar Applicable Margin, the Documentary Letter of Credit Applicable Margin, the Standby Letter of Credit Applicable Margin and the Commitment Fee Rate (the "Pricing") with respect to any period following any Performance Adjustment Date until the next succeeding Performance Adjustment Date shall be as set forth in the table below on the line farthest down in such table with respect to which the Borrowers shall have (a) equaled or exceeded the minimum ratio of Consolidated EBITDA to Consolidated Total Debt Service for the period of four consecutive fiscal quarters most recently ended set forth on such line in such table, or (b) Rated Debt shall have a rating as set forth in such table; provided, however, that if the level established by reference to the Rated Debt rating rated by Mood▇'▇ ▇▇▇estors Services, Inc. and the level established by reference to the Rated Debt rating rated by Standard & Poor's Corporation are different, the level shall be the level that is numerically higher of the two levels so established; except that the level established by reference to the Rated Debt rating rated by Mood▇'▇ ▇▇▇estors Service, Inc. and the level established by reference to the Rated Debt rating rated by Standard & Poor's Corporation are more than one level apart, the level shall be the level that is numerically one below the numerically higher of the two levels so established (e.g. if the level established by reference to the Rated Debt rating rated by Mood▇'▇ ▇▇▇estors Service, Inc. is at level 6 and the level established by the reference to the Rated Debt rating rated by Standard & Poor's Corporation is at level 4, the Pricing shall be at level 5). In the event the Borrowers do not have a Rated Debt rating as set forth in the table below, the Pricing shall be as set forth in the table below on the line farthest down in such table with respect to which the Borrowers shall have equaled or exceeded the minimum ratio of Consolidated EBITDA to Consolidated Total Debt Service for the period of four consecutive fiscal quarters most recently ended set forth on such line in such table: CONSOLIDATED EBITDA TO CONSOLIDATED EURODOLLAR DOCUMENTARY STANDBY TOTAL DEBT APPLICABLE LETTER OF LETTER OF SERVICE BASE RATE MARGIN/ CREDIT CREDIT RATIO/RATED APPLICABLE ACCEPTANCE APPLICABLE APPLICABLE COMMITMENT LEVEL DEBT MARGIN RATE MARGIN MARGIN FEE RATE ----- -------------- ---------- ---------- ----------- ---------- ---------- 1 >=3.5:1 0.00% 1.375% 0.75% 1.125% 0.35% 2 >=4.5:1 0.00% 1.125% 0.625% 1.00% 0.25% 3 >=6.0:1 0.00% 0.875% 0.50% 0.75% 0.25% 4 >=7.25:1 or 0.00% 0.75% 0.50% 0.75% 0.25% BBB- or Baa3 5 >=8.5:1 or BBB 0.00% 0.625% 0.50% 0.625% 0.20% or Baa2 6 >=10.0:1 or 0.00% 0.50% 0.45% 0.50% 0.15% BBB+ or Baa1 7 >=12.0:1 and 0.00% 0.375% 0.35% 0.375% 0.12% A- or A3

Performance Adjustments. Based upon, and following receipt by the Lenders Banks of (a) beginning with the Borrowers' Borrower's financial statements as hereafter described for the fiscal quarter of the Borrowers Borrower ending closest to January 31on or about February 28, 20001998, (i) with respect to the first three fiscal quarters of each fiscal year, the Borrowers' Borrower's quarterly unaudited consolidated financial statements pursuant to Section 10.4(bss.11.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrowers' Borrower's annual audited consolidated financial statements pursuant to Section 10.4(a)(iss.11.4(a), and (b) a certificate of the Borrowers chief financial officer of the Borrower setting forth calculations of the financial information set forth below (the Borrowers also hereby agreeing to provide to the Agent, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations)below, the Eurodollar Applicable Margin, the Documentary Letter of Credit Applicable Margin, the Standby Letter of Credit Base Rate Applicable Margin and the Commitment Fee Rate Eurodollar Applicable Margin shall be subject to possible adjustment in accordance with the provisions of this paragraph (each such adjustment, a "Performance Adjustment"). Performance Adjustments shall become be effective (the date of the effectiveness of any Performance Adjustment, a "Performance Adjustment Date") two with respect to adjustments to the Base Rate Applicable Margin and the Eurodollar Applicable Margin, three (23) Business Days following receipt by the Agent Agents of (x) (i) with respect to the first three fiscal 57 -50- quarters of each fiscal year, the Borrowers' relevant quarterly unaudited consolidated or annual audited financial statements pursuant to Section 10.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrowers' annual audited consolidated financial statements pursuant to Section 10.4(b)(i), and (y) a certificate of the Borrowers setting forth calculations chief financial officer of the financial information set forth below (the Borrowers also hereby agreeing to provide to the AgentBorrower, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations)each as described above. The Eurodollar Applicable Margin, the Documentary Letter of Credit Applicable Margin, the Standby Letter of Credit Applicable Margin and the Commitment Fee Base Rate (the "Pricing") Applicable Margin with respect to any period following any Performance Adjustment Date until the next succeeding Performance Adjustment Date shall be as set forth in the table below on the line farthest furthest down in such table with respect to which the Borrowers shall have (a) equaled or exceeded the minimum ratio of Consolidated EBITDA to Consolidated Total Debt Service which, for the period of four consecutive fiscal quarters most recently ended prior to such possible Performance Adjustment Date, both (A) the Borrower's ratio of (1) Consolidated Total Funded Debt for such period to (2) Consolidated EBITDA for such period shall be within the range set forth on such line in such table, or and (bB) Rated Debt shall have a rating as set forth in the Borrower's ratio of (1) Consolidated EBITDA for such table; provided, however, that if the level established by reference period to the Rated Debt rating rated by Mood▇'▇ ▇▇▇estors Services, Inc. and the level established by reference to the Rated Debt rating rated by Standard & Poor's Corporation are different, the level (2) Consolidated Total Interest Expense for such period shall be within the level that is numerically higher of the two levels so established; except that the level established by reference to the Rated Debt rating rated by Mood▇'▇ ▇▇▇estors Service, Inc. and the level established by reference to the Rated Debt rating rated by Standard & Poor's Corporation are more than one level apart, the level shall be the level that is numerically one below the numerically higher of the two levels so established (e.g. if the level established by reference to the Rated Debt rating rated by Mood▇'▇ ▇▇▇estors Service, Inc. is at level 6 and the level established by the reference to the Rated Debt rating rated by Standard & Poor's Corporation is at level 4, the Pricing shall be at level 5). In the event the Borrowers do not have a Rated Debt rating as set forth in the table below, the Pricing shall be as set forth in the table below on the line farthest down in such table with respect to which the Borrowers shall have equaled or exceeded the minimum ratio of Consolidated EBITDA to Consolidated Total Debt Service for the period of four consecutive fiscal quarters most recently ended range set forth on such line in such table: CONSOLIDATED ----------------------------------------------------------------------------------------------------------------------------- Base Rate Ratio of Eurodollar Applicable Ratio of EBITDA TO CONSOLIDATED EURODOLLAR DOCUMENTARY STANDBY TOTAL DEBT APPLICABLE LETTER OF LETTER OF SERVICE BASE RATE MARGIN/ CREDIT CREDIT RATIO/RATED APPLICABLE ACCEPTANCE APPLICABLE APPLICABLE COMMITMENT LEVEL DEBT MARGIN RATE MARGIN MARGIN FEE RATE ----- -------------- ---------- ---------- ----------- ---------- ---------- 1 >=3.5:1 0.00Applicable Margin Eurodollar Margin for Base Rate Total Funded to Total for Revolving Applicable Revolving Credit Applicable Debt to Interest Credit Loans and Margin for Loans and Margin for EBITDA Expense Gold Loans Term Loan Gold Loans Term Loan ----------------------------------------------------------------------------------------------------------------------------- greater less than 3.00% 1.3753.50% 1.25% 1.75% than or or equal equal to to 4.25:1.0 1.75:1.0 ----------------------------------------------------------------------------------------------------------------------------- greater greater 2.75% 3.25% 1.00% 1.50% than or than equal to 1.75:1.0 4.0:1.0 but less but less than or than equal to 4.25:1.0 2.0:1.0 ----------------------------------------------------------------------------------------------------------------------------- less than greater 2.50% 3.00% 0.75% 1.1251.25% 0.35% 2 >=4.5:1 0.00% 1.125% 0.625% 1.00% 0.25% 3 >=6.0:1 0.00% 0.875% 0.50% 0.75% 0.25% 4 >=7.25:1 or 0.00% 0.75% 0.50% 0.75% 0.25% BBB- or Baa3 5 >=8.5:1 or BBB 0.00% 0.625% 0.50% 0.625% 0.20% or Baa2 6 >=10.0:1 or 0.00% 0.50% 0.45% 0.50% 0.15% BBB+ or Baa1 7 >=12.0:1 and 0.00% 0.375% 0.35% 0.375% 0.12% A- or A34.0:1.0 than 2.0:1.0 -----------------------------------------------------------------------------------------------------------------------------

Performance Adjustments. (a) Based upon, and following receipt by the Lenders of (a) beginning with the Borrowers' financial statements as hereafter described for the fiscal quarter of the Borrowers ending closest to January 31, 2000, (i) with respect to the first three fiscal quarters of each fiscal year, the Borrowers' quarterly unaudited consolidated financial statements pursuant to Section 10.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrowers' Borrower's annual audited consolidated financial statements pursuant to Section 10.4(a)(i)for 9.4(a) (beginning with the fiscal year of the Borrower ending on or about December 31, 1997) and (b) a certificate of the Borrowers chief financial officer of the Borrower setting forth calculations of the financial information set forth below (the Borrowers also hereby agreeing to provide to the Agent, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations)below, the Eurodollar Base Rate Applicable Margin, the Documentary Letter of Credit Eurodollar Rate Applicable Margin, the Standby Letter of Credit Applicable Margin Fee Rate and the Commitment Fee Rate shall be subject to possible adjustment in accordance with the provisions of this paragraph (c) below (each such adjustment, a "Performance AdjustmentPERFORMANCE ADJUSTMENT"). . (b) Performance Adjustments shall become be effective (the date of the effectiveness of any Performance Adjustment, a "Performance Adjustment DatePERFORMANCE ADJUSTMENT DATE") two (2) Business Days following receipt by the Agent of (x) ) (i) with respect to adjustments to the Base Rate Applicable Margin, the Letter of Credit Fee Rate and the Commitment Fee Rate on the first three fiscal 57 -50- quarters day of each fiscal year, the Borrowers' quarterly unaudited consolidated financial statements pursuant to Section 10.4(b) and (ii) with respect to calendar month immediately following the last fiscal quarter of each fiscal year, month in which the Borrowers' Facility Agent receives the Borrower's annual audited consolidated financial statements pursuant to Section 10.4(b)(i), ss. (a) and (y) a certificate of the Borrowers chief financial officer of the Borrower setting forth calculations of the financial information set forth below and (the Borrowers also hereby agreeing to provide ii) with respect to the AgentEurodollar Rate Applicable Margin, simultaneously with at the delivery end of such certificate, telephonic notice of any Performance Adjustments based upon such calculations). the relevant Interest Period applicable to each Eurodollar Rate Loan. (c) The Eurodollar Rate Applicable Margin, the Documentary Letter of Credit Base Rate Applicable Margin, the Standby Letter of Credit Applicable Margin Fee Rate and the Commitment Fee Rate (the "Pricing") with respect to any period following any Performance Adjustment Date until the next succeeding Performance Adjustment Date shall be as set forth in the table below on the line farthest down highest up in such table with respect to which (i) the Borrowers shall have number of Clean-Up Days or Clean-Down Days, as the case may be, during the prior fiscal year, (aii) equaled or exceeded the minimum ratio of Debt Service Coverage Ratio for such prior fiscal year, and (iii) Consolidated EBITDA for such prior fiscal year are all greater than the numbers (or ratios) corresponding to Consolidated Total Debt Service for the period of four consecutive fiscal quarters most recently ended set forth such items on such each line in such table, or (b) Rated Debt shall have a rating as set forth in such table; provided, however, that if the level established by reference to the Rated Debt rating rated by Mood▇'▇ ▇▇▇estors Services, Inc. and the level established by reference to the Rated Debt rating rated by Standard & Poor's Corporation are different, the level shall be the level that is numerically higher of the two levels so established; except that the level established by reference to the Rated Debt rating rated by Mood▇'▇ ▇▇▇estors Service, Inc. and the level established by reference to the Rated Debt rating rated by Standard & Poor's Corporation are more than one level apart, the level shall be the level that is numerically one below the numerically higher of the two levels so established (e.g. if the level established by reference to the Rated Debt rating rated by Mood▇'▇ ▇▇▇estors Service, Inc. is at level 6 and the level established by the reference to the Rated Debt rating rated by Standard & Poor's Corporation is at level 4, the Pricing shall be at level 5). In the event the Borrowers do not have a Rated Debt rating as set forth in the table below: ---------------------------------------------------------------------------------------------------- Performance Clean-Up Days Debt Service Base Rate Eurodollar Letter of Commitment Level and Clean- Down Coverage EBITDA Applicable Rate Credit Fee Fee Rate Days Ratio Margin Applicable Rate Margin ----------- --------------- ------------ -------- ---------- ---------- ---------- ---------- 1 >60 Consecutive >2.00 >$43 0.00% 1.50% 1.25% 0.375% Clean-Up Days million ----------- --------------- ------------ -------- ---------- ---------- ---------- ---------- 2 >30 Consecutive >1.75 >$37 0.50% 2.50% 1.50% 0.375% Clean- Down million Days ----------- --------------- ------------ -------- ---------- ---------- ---------- ---------- 3 -- -- -- 0.75% 2.75% 1.75% 0.500% ---------------------------------------------------------------------------------------------------- If the Borrow er has failed to meet all three tests in any one Perfor ▇▇▇▇▇ Level in the table set forth above, then the Base Rate Applica ble Margin, the Pricing Eurodo llar Rate Applica ble Margin, the Letter of Credit Fee Rate and the Commit ment Fee Rate shall be as set forth in the row corresp onding to Perfor ▇▇▇▇▇ Level 3 in the table below on the line farthest down in such table with respect to which the Borrowers shall have equaled or exceeded the minimum ratio of Consolidated EBITDA to Consolidated Total Debt Service for the period of four consecutive fiscal quarters most recently ended set forth on such line in such table: CONSOLIDATED EBITDA TO CONSOLIDATED EURODOLLAR DOCUMENTARY STANDBY TOTAL DEBT APPLICABLE LETTER OF LETTER OF SERVICE BASE RATE MARGIN/ CREDIT CREDIT RATIO/RATED APPLICABLE ACCEPTANCE APPLICABLE APPLICABLE COMMITMENT LEVEL DEBT MARGIN RATE MARGIN MARGIN FEE RATE ----- -------------- ---------- ---------- ----------- ---------- ---------- 1 >=3.5:1 0.00% 1.375% 0.75% 1.125% 0.35% 2 >=4.5:1 0.00% 1.125% 0.625% 1.00% 0.25% 3 >=6.0:1 0.00% 0.875% 0.50% 0.75% 0.25% 4 >=7.25:1 or 0.00% 0.75% 0.50% 0.75% 0.25% BBB- or Baa3 5 >=8.5:1 or BBB 0.00% 0.625% 0.50% 0.625% 0.20% or Baa2 6 >=10.0:1 or 0.00% 0.50% 0.45% 0.50% 0.15% BBB+ or Baa1 7 >=12.0:1 and 0.00% 0.375% 0.35% 0.375% 0.12% A- or A3above.

Performance Adjustments. Based upon, and following receipt by the Lenders of (a) beginning with the Borrowers' financial statements as hereafter described for the fiscal quarter of the Borrowers ending closest to January July 31, 20001996, (i) with respect to the first three fiscal quarters of each fiscal year, the Borrowers' quarterly unaudited consolidated financial statements pursuant to Section 10.4(b8.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrowers' annual audited consolidated financial statements pursuant to Section 10.4(a)(i8.4(a), and (b) a certificate of the Borrowers setting forth calculations of the financial information set forth below below, (the Borrowers also hereby agreeing to provide to the Agent, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations), the Base Rate Applicable Margin, the Eurodollar Applicable Margin, the Documentary Letter of Credit Applicable Margin, the Standby Letter of Credit Applicable Margin Fee Rate and the Commitment Fee Rate shall be subject to possible adjustment in accordance with the provisions of this paragraph (each such adjustment, a "Performance Adjustment"). Performance Adjustments shall become be effective (the date of the effectiveness of any Performance Adjustment, a "Performance Adjustment Date") two with respect to adjustments to the Base Rate Applicable Margin, the Eurodollar Applicable Margin, the Letter of Credit Fee Rate and the Commitment Fee Rate, three (23) Business Days following receipt by the Agent of (x) ) (i) with respect to the first three fiscal 57 -50- quarters of each fiscal year, the Borrowers' 50 -44- quarterly unaudited consolidated financial statements pursuant to Section 10.4(b8.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrowers' annual audited consolidated financial statements pursuant to Section 10.4(b)(i8.4(a), and (y) a certificate of the Borrowers setting forth calculations of the financial information set forth below (the Borrowers also hereby agreeing to provide to the Agent, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations). The Base Rate Applicable Margin, the Eurodollar Applicable Margin, the Documentary Letter of Credit Applicable Margin, the Standby Letter of Credit Applicable Margin Fee Rate and the Commitment Fee Rate (the "Pricing") with respect to any period following any Performance Adjustment Date until the next succeeding Performance Adjustment Date shall be as set forth in the table below on the line farthest down in such table with respect to which the Borrowers shall have (a) equaled or exceeded the minimum ratio of Consolidated EBITDA to Consolidated Total Debt Service for the period of four consecutive fiscal quarters most recently ended set forth on such line in such table, or (b) Rated Debt shall have a rating as set forth in such table; provided, however, that if the level established by reference to the Rated Debt rating rated by Mood▇'▇ ▇▇▇estors Services, Inc. and the level established by reference to the Rated Debt rating rated by Standard & Poor's Corporation are different, the level shall be the level that is numerically higher of the two levels so established; except that the level established by reference to the Rated Debt rating rated by Mood▇'▇ ▇▇▇estors Service, Inc. and the level established by reference to the Rated Debt rating rated by Standard & Poor's Corporation are more than one level apart, the level shall be the level that is numerically one below the numerically higher of the two levels so established (e.g. if the level established by reference to the Rated Debt rating rated by Mood▇'▇ ▇▇▇estors Service, Inc. is at level 6 and the level established by the reference to the Rated Debt rating rated by Standard & Poor's Corporation is at level 4, the Pricing shall be at level 5). In the event the Borrowers do not have a Rated Debt rating as set forth in the table below, the Pricing shall be as set forth in the table below on the line farthest furthest down in such table with respect to which the Borrowers shall have equaled or exceeded exceeded, for the period of four consecutive fiscal quarters most recently ended, both the minimum amount of Consolidated EBITDA and the minimum ratio of Consolidated EBITDA to Consolidated Total Debt Service for the period of four consecutive fiscal quarters most recently ended Service, set forth on such line in such table: CONSOLIDATED EBITDA TO CONSOLIDATED BASE RATE EURODOLLAR DOCUMENTARY STANDBY LETTER OF CONSOLIDATED TOTAL DEBT APPLICABLE LETTER OF LETTER OF APPLICABLE CREDIT FEE COMMITMENT EBITDA SERVICE BASE RATE MARGIN/ CREDIT CREDIT RATIO/RATED APPLICABLE ACCEPTANCE APPLICABLE APPLICABLE COMMITMENT LEVEL DEBT RATIO MARGIN MARGIN RATE MARGIN MARGIN FEE RATE ----- -------------- ------------ ------------- ---------- ---------- ---------- ----------- ---------- ---------- 1 >=3.5:1 $70MM 2.0:1.0 1.00% 2.25% 1.50% 0.50% $90MM 3.0:1.0 0.75% 2.00% 1.25% 0.375% $100MM 3.5:1.0 0.25% 1.75% 1.00% 0.375% $120MM 4.5:1.0 0.00% 1.3751.50% 0.75% 1.125% 0.35% 2 >=4.5:1 0.00% 1.125% 0.625% 1.00% 0.25% 3 >=6.0:1 0.00% 0.875% 0.50% 0.75% 0.25% 4 >=7.25:1 or 0.00% 0.75% 0.50% 0.75% 0.25% BBB- or Baa3 5 >=8.5:1 or BBB 0.00% 0.625% 0.50% 0.625% 0.20% or Baa2 6 >=10.0:1 or 0.00% 0.50% 0.45% 0.50% 0.15% BBB+ or Baa1 7 >=12.0:1 and 0.00% 0.375% 0.35% 0.375% 0.12% A- or A30.250%

Performance Adjustments. Based upon, and following receipt by the Lenders Banks of (a) beginning with the Borrowers' financial statements as hereafter described for the fiscal quarter of the Borrowers ending closest to January 31, 2000, (i) with respect to the first three fiscal quarters of each fiscal year, the Borrowers' Borrower's quarterly unaudited consolidated financial statements pursuant to Section 10.4(b8.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrowers' annual audited consolidated financial statements pursuant to Section 10.4(a)(i8.4(a), and (b) a certificate of the Borrowers chief financial officer of the Borrower setting forth calculations of the financial information set forth below below, (the Borrowers Borrower also hereby agreeing to provide to the Administrative Agent, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations), the Eurodollar LIBOR Applicable Margin, the Documentary Letter of Credit Applicable Margin, Commitment Fee Rate and the Standby Letter of Credit Applicable Margin and the Commitment Fee Rate shall be subject to possible adjustment in accordance with the provisions of this paragraph (each such adjustment, a "Performance Adjustment"). Performance Adjustments shall become be effective (the date of the effectiveness of any Performance Adjustment, a "Performance Adjustment Date") two with respect to adjustments to the LIBOR Applicable Margin, the Commitment Fee Rate and the Standby Letter of Credit Fee Rate, three (23) Business Days following receipt by the Administrative Agent of (x) y) (i) with respect to the first three fiscal 57 -50- quarters of each fiscal year, the Borrowers' Borrower's quarterly unaudited consolidated financial statements pursuant to Section 10.4(b8.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrowers' Borrower's annual audited consolidated financial statements pursuant to Section 10.4(b)(i8.4(a), and (yz) a certificate of the Borrowers chief financial officer of the Borrower setting forth calculations of the financial information set forth below (the Borrowers Borrower also hereby agreeing to provide to the Administrative Agent, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations). The Eurodollar LIBOR Applicable Margin, the Documentary Letter of Credit Applicable MarginCommitment Fee Rate, and the Standby Letter of Credit Applicable Margin and the Commitment Fee Rate (the "Pricing") with respect to any period following any Performance Adjustment Date until the next succeeding Performance Adjustment Date shall be as set forth in the table below on the line farthest furthest down in such table with respect to which the Borrowers shall have (a) equaled or exceeded the minimum Borrower's ratio of Consolidated EBITDA to (A) Consolidated Total Funded Debt Service for during the period of four consecutive fiscal quarters most recently ended set forth on prior to such line in possible Performance Adjustment Date to (B) Consolidated EBITDA for such tableperiod, or (b) Rated Debt shall have a rating as set forth in such table; provided, however, that if the level established by reference to the Rated Debt rating rated by Mood▇'▇ ▇▇▇estors Services, Inc. and the level established by reference to the Rated Debt rating rated by Standard & Poor's Corporation are different, the level shall be less than the level that is numerically higher of the two levels so established; except that the level established by reference to the Rated Debt rating rated by Mood▇'▇ ▇▇▇estors Service, Inc. and the level established by reference to the Rated Debt rating rated by Standard & Poor's Corporation are more than one level apart, the level shall be the level that is numerically one below the numerically higher of the two levels so established (e.g. if the level established by reference to the Rated Debt rating rated by Mood▇'▇ ▇▇▇estors Service, Inc. is at level 6 and the level established by the reference to the Rated Debt rating rated by Standard & Poor's Corporation is at level 4, the Pricing shall be at level 5). In the event the Borrowers do not have a Rated Debt rating as set forth in the table below, the Pricing shall be as set forth in the table below on the line farthest down in such table with respect to which the Borrowers shall have equaled or exceeded the minimum ratio of Consolidated EBITDA to Consolidated Total Debt Service for the period of four consecutive fiscal quarters most recently ended set forth on such line in such table: CONSOLIDATED LIBOR APPLICABLE MARGIN FOR STANDBY LETTER RATIO OF TOTAL FUNDED REVOLVING COMMITMENT OF CREDIT FEE DEBT TO EBITDA TO CONSOLIDATED EURODOLLAR DOCUMENTARY STANDBY TOTAL DEBT APPLICABLE LETTER OF LETTER OF SERVICE BASE RATE MARGIN/ CREDIT CREDIT RATIO/RATED APPLICABLE ACCEPTANCE APPLICABLE APPLICABLE COMMITMENT LEVEL DEBT MARGIN RATE MARGIN MARGIN LOANS FEE RATE ----- RATE ------------------------------- ------------ ---------- -------------- ---------- ---------- ----------- ---------- ---------- 1 >=3.5:1 0.00% 1.375% 0.75% 1.125% 0.35% 2 >=4.5:1 0.00% 1.125% 0.625% 1.00% 0.25% 3 >=6.0:1 0.00% 0.875% 0.50% 0.75% 0.25% 4 >=7.25:1 or 0.00% 0.75% 0.50% 0.75% 0.25% BBB- or Baa3 5 >=8.5:1 or BBB 0.00% 0.625% 0.50% 0.625% 0.20% or Baa2 6 >=10.0:1 or 0.00% 0.50% 0.45% 0.50% 0.15% BBB+ or Baa1 7 >=12.0:1 and 0.00greater than 3.75:1.00 2.000% 0.375% 0.352.000% 0.375Less than or equal to 3.75:1.00 1.500% 0.120.250% A- 1.500% but greater than 3:00:1.00 Less than or A3equal to 3.00:1.00 1.250% 0.250% 1.250%

Performance Adjustments. Based upon, and following receipt by the Lenders Banks of (a) beginning with the Borrowers' Borrower's financial statements as hereafter described for the fiscal quarter of the Borrowers Borrower ending closest to January 31, 20001997, (i) with respect to the first three fiscal quarters of each fiscal year, the Borrowers' Borrower's quarterly unaudited consolidated financial statements pursuant to Section 10.4(b11.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrowers' annual audited consolidated financial statements pursuant to Section 10.4(a)(i11.4(a), and (b) a certificate of the Borrowers chief financial officer of the Borrower setting forth calculations of the financial information set forth below below, (the Borrowers Borrower also hereby agreeing to provide to the AgentAgents, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations), the Eurodollar Applicable Margin, the Documentary Letter of Credit Applicable Margin, the Standby Letter of Credit Base Rate Applicable Margin and the Commitment Fee Rate Eurodollar Applicable Margin shall be subject to possible adjustment in accordance with the provisions of this paragraph (each such adjustment, a "Performance Adjustment"). Performance Adjustments shall become be effective (the date of the effectiveness of any Performance Adjustment, a "Performance Adjustment Date") two with respect to adjustments to the Base Rate Applicable Margin and the Eurodollar Applicable Margin, three (23) Business Days following receipt by the Agent Agents of (x) y) (i) with respect to the first three fiscal 57 -50- quarters of each fiscal year, the Borrowers' Borrower's quarterly unaudited consolidated financial statements pursuant to Section 10.4(b11.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrowers' Borrower's annual audited consolidated financial statements pursuant to Section 10.4(b)(i11.4(a), and (yz) a certificate of the Borrowers chief financial officer of the Borrower setting forth calculations of the financial information set forth below (the Borrowers also hereby agreeing to provide to the AgentAgents, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations). The Eurodollar Applicable Margin, the Documentary Letter of Credit Applicable Margin, the Standby Letter of Credit Applicable Margin and the Commitment Fee Base Rate (the "Pricing") Applicable Margin with respect to any period following any Performance Adjustment Date until the next succeeding Performance Adjustment Date shall be as set forth in the table below on the line farthest furthest down in such table with respect to which the Borrowers shall have (a) equaled or exceeded the minimum Borrower's ratio of (A) Consolidated Total Funded Debt for the fiscal quarter most recently ended prior to such possible Performance Adjustment Date to (B) Consolidated EBITDA to Consolidated Total Debt Service for the period of four consecutive fiscal quarters most recently ended set forth on prior to such line in such tablepossible Performance Adjustment Date, or (b) Rated Debt shall have a rating as set forth in such table; provided, however, that if the level established by reference to the Rated Debt rating rated by Mood▇'▇ ▇▇▇estors Services, Inc. and the level established by reference to the Rated Debt rating rated by Standard & Poor's Corporation are different, the level shall be less than the level that is numerically higher of the two levels so established; except that the level established by reference to the Rated Debt rating rated by Mood▇'▇ ▇▇▇estors Service, Inc. and the level established by reference to the Rated Debt rating rated by Standard & Poor's Corporation are more than one level apart, the level shall be the level that is numerically one below the numerically higher of the two levels so established (e.g. if the level established by reference to the Rated Debt rating rated by Mood▇'▇ ▇▇▇estors Service, Inc. is at level 6 and the level established by the reference to the Rated Debt rating rated by Standard & Poor's Corporation is at level 4, the Pricing shall be at level 5). In the event the Borrowers do not have a Rated Debt rating as set forth in the table below, the Pricing shall be as set forth in the table below on the line farthest down in such table with respect to which the Borrowers shall have equaled or exceeded the minimum ratio of Consolidated EBITDA to Consolidated Total Debt Service for the period of four consecutive fiscal quarters most recently ended set forth on such line in such table: CONSOLIDATED EBITDA TO CONSOLIDATED EURODOLLAR DOCUMENTARY STANDBY RATIO OF TOTAL DEBT APPLICABLE LETTER OF LETTER OF SERVICE BASE RATE MARGIN/ CREDIT CREDIT RATIO/RATED FUNDED DEBT TO EURODOLLAR APPLICABLE ACCEPTANCE EBITDA APPLICABLE APPLICABLE COMMITMENT LEVEL DEBT MARGIN RATE MARGIN MARGIN FEE RATE ----- -------------- ---------- ---------- ----------- ---------- ---------- 1 >=3.5:1 0.00greater than 3.25:1.00 2.50% 1.3750.50% 0.75% 1.125% 0.35% 2 >=4.5:1 0.00% 1.125% 0.625% 1.00less than or equal to 3.25:1.00 but greater than or equal to 3.00:1.00 2.25% 0.25% 3 >=6.0:1 0.00% 0.875% 0.50% 0.75less than 3.00:1.00 but greater than or equal to 2.75:1.00 2.00% 0.25% 4 >=7.25:1 or less than 2.75:1.00 1.75% 0.00% 0.75% 0.50% 0.75% 0.25% BBB- or Baa3 5 >=8.5:1 or BBB 0.00% 0.625% 0.50% 0.625% 0.20% or Baa2 6 >=10.0:1 or 0.00% 0.50% 0.45% 0.50% 0.15% BBB+ or Baa1 7 >=12.0:1 and 0.00% 0.375% 0.35% 0.375% 0.12% A- or A3%

Performance Adjustments. Based upon, and following receipt by the Lenders Banks of (a) beginning with the Borrowers' Borrower's financial statements as hereafter described for the fiscal quarter of the Borrowers Borrower ending closest to January 31on or about February 28, 20001998, (i) with respect to the first three fiscal quarters of each fiscal year, the Borrowers' Borrower's quarterly unaudited consolidated financial statements pursuant to Section 10.4(bss.11.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrowers' Borrower's annual audited consolidated financial statements pursuant to Section 10.4(a)(iss.11.4(a), and (b) a certificate of the Borrowers chief financial officer of the Borrower setting forth calculations of the financial information set forth below (the Borrowers also hereby agreeing to provide to the Agent, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations)below, the Eurodollar Applicable Margin, the Documentary Letter of Credit Applicable Margin, the Standby Letter of Credit Base Rate Applicable Margin and the Commitment Fee Rate Eurodollar Applicable Margin shall be subject to possible adjustment in accordance with the provisions of this paragraph (each such adjustment, a "Performance Adjustment"). Performance Adjustments shall become be effective (the date of the effectiveness of any Performance Adjustment, a "Performance Adjustment Date") two with respect to adjustments to the Base Rate Applicable Margin and the Eurodollar Applicable Margin, three (23) Business Days following receipt by the Agent Agents of (x) (i) with respect to the first three fiscal 57 -50- quarters of each fiscal year, the Borrowers' relevant quarterly unaudited consolidated or annual audited financial statements pursuant to Section 10.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrowers' annual audited consolidated financial statements pursuant to Section 10.4(b)(i), and (y) a certificate of the Borrowers setting forth calculations chief financial officer of the financial information set forth below (the Borrowers also hereby agreeing to provide to the AgentBorrower, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations)each as described above. The Eurodollar Applicable Margin, the Documentary Letter of Credit Applicable Margin, the Standby Letter of Credit Applicable Margin and the Commitment Fee Base Rate (the "Pricing") Applicable Margin with respect to any period following any Performance Adjustment Date until the next succeeding Performance Adjustment Date shall be as set forth in the table below on the line farthest furthest down in such table with respect to which the Borrowers shall have (a) equaled or exceeded the minimum ratio of Consolidated EBITDA to Consolidated Total Debt Service which, for the period of four consecutive fiscal quarters most recently ended prior to such possible Performance Adjustment Date, both (A) the Borrower's ratio of (1) Consolidated Total Funded Debt for such period to (2) Consolidated EBITDA for such period shall be within the range set forth on such line in such table, or and (bB) Rated Debt shall have a rating as set forth in the Borrower's ratio of (1) Consolidated EBITDA for such table; provided, however, that if the level established by reference period to the Rated Debt rating rated by Mood▇'▇ ▇▇▇estors Services, Inc. and the level established by reference to the Rated Debt rating rated by Standard & Poor's Corporation are different, the level (2) Consolidated Total Interest Expense for such period shall be within the level that is numerically higher of the two levels so established; except that the level established by reference to the Rated Debt rating rated by Mood▇'▇ ▇▇▇estors Service, Inc. and the level established by reference to the Rated Debt rating rated by Standard & Poor's Corporation are more than one level apart, the level shall be the level that is numerically one below the numerically higher of the two levels so established (e.g. if the level established by reference to the Rated Debt rating rated by Mood▇'▇ ▇▇▇estors Service, Inc. is at level 6 and the level established by the reference to the Rated Debt rating rated by Standard & Poor's Corporation is at level 4, the Pricing shall be at level 5). In the event the Borrowers do not have a Rated Debt rating as set forth in the table below, the Pricing shall be as set forth in the table below on the line farthest down in such table with respect to which the Borrowers shall have equaled or exceeded the minimum ratio of Consolidated EBITDA to Consolidated Total Debt Service for the period of four consecutive fiscal quarters most recently ended range set forth on such line in such table: CONSOLIDATED ---------------------------------------------------------------------------------------------------------------- Base Rate Ratio of Eurodollar Applicable Ratio of EBITDA TO CONSOLIDATED EURODOLLAR DOCUMENTARY STANDBY TOTAL DEBT APPLICABLE LETTER OF LETTER OF SERVICE BASE RATE MARGIN/ CREDIT CREDIT RATIO/RATED APPLICABLE ACCEPTANCE APPLICABLE APPLICABLE COMMITMENT LEVEL DEBT MARGIN RATE MARGIN MARGIN FEE RATE ----- -------------- Applicable Margin Eurodollar Margin for Base Rate Total Funded to Total for Revolving Applicable Revolving Credit Applicable Debt to Interest Credit Loans and Margin for Loans and Margin for EBITDA Expense Gold Loans Term Loan Gold Loans Term Loan ------ ------- ---------- --------- ---------- ----------- ---------- ---------- 1 >=3.5:1 0.00--------- ---------------------------------------------------------------------------------------------------------------- greater less than 3.00% 1.3753.50% 1.25% 1.75% than or or equal equal to to 4.25:1.0 1.75:1.0 ---------------------------------------------------------------------------------------------------------------- -70- ---------------------------------------------------------------------------------------------------------------- greater greater 2.75% 3.25% 1.00% 1.50% than or than equal to 1.75:1.0 4.0:1.0 but less but less than or than equal to 4.25:1.0 2.0:1.0 ---------------------------------------------------------------------------------------------------------------- less greater 2.50% 3.00% 0.75% 1.1251.25% 0.35% 2 >=4.5:1 0.00% 1.125% 0.625% 1.00% 0.25% 3 >=6.0:1 0.00% 0.875% 0.50% 0.75% 0.25% 4 >=7.25:1 or 0.00% 0.75% 0.50% 0.75% 0.25% BBB- or Baa3 5 >=8.5:1 or BBB 0.00% 0.625% 0.50% 0.625% 0.20% or Baa2 6 >=10.0:1 or 0.00% 0.50% 0.45% 0.50% 0.15% BBB+ or Baa1 7 >=12.0:1 and 0.00% 0.375% 0.35% 0.375% 0.12% A- or A3than than 4.0:1.0 2.0:1.0 ----------------------------------------------------------------------------------------------------------------