Common use of Rate of Interest Clause in Contracts

Rate of Interest. All Loans and the outstanding principal balance of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: (i) If a Base Rate Loan or such other Obligation, at a rate per annum equal to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Base Rate Loans; (ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loan. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rate.

Rate of Interest. All Loans and the outstanding principal balance of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: (i) If a Base Rate Loan or such other Obligation, at a rate per annum equal to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Base Rate Loans;; and (ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans;; and (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loan. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rate.

Rate of Interest. All Loans and the outstanding principal balance of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: (i) If a Base Rate Loan or such other Obligation, at a rate per annum equal to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Base Rate Loans;; and (ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower to the Administrative Agent; provided, however, neither that the Borrower nor any Qualified Borrower may not select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loan. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rate.

Rate of Interest. (i) All Revolving Loans and the outstanding principal balance amount of all other Obligations (other than Term Loans) shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d4.01(d), as follows: (iA) If a Base Rate Loan or such other Obligation, at a rate per annum equal to the sum of (AI) the Base Rate, Rate as in effect from time to time as interest accrues, plus (BII) the then Applicable Margin for Revolving Loan Base Rate Loans;Margin in effect at such time; and (iiB) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (AI) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (BII) the then Applicable Margin for Revolving Eurodollar Rate Loans;Margin in effect from time to time during such Eurodollar Interest Period. (iiiii) All Term Loans shall bear interest on the unpaid amount thereof from the date such Loans are made until paid in full, except as otherwise provided in Section 4.01(d), as follows: (A) If a Eurodollar Money Market Base Rate Loan, at a rate per annum equal to either (A) the sum of (1I) the Base Rate as in effect from time to time as interest accrues, plus (II) the Applicable Term Loan Base Rate Margin in effect at such time; and (B) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (I) the Eurodollar Rate determined for the applicable Eurodollar Interest Period Period, plus (determined as if II) the related Money Market Borrowing were a Committed Applicable Term Loan Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making in effect from time to time during such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; andEurodollar Interest Period. (iviii) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower Borrowers at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower Borrowers to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower Borrowers may not select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if (x) such Loan is to be made on the Closing Date or (y) at the time of such selection an Event of a Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loancontinuing. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement hereof specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rate.

Rate of Interest. All Loans Subject to the provisions of subsections 2.6 and the outstanding principal balance of all other Obligations 2.7, each Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: through maturity (iwhether by acceleration or otherwise) If a Base Rate Loan or such other Obligation, at a rate per annum equal determined by reference to the sum Base Rate or the Adjusted LIBOR. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (Awhether by acceleration or otherwise) at a rate determined by reference to the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Base Rate Loans; (ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans with respect to any Term Loan or any Revolving Loan shall be selected by the Borrower or the applicable Qualified Borrower initially at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by given with respect to such Loan pursuant to subsection 2.1B, and the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may select the Eurodollar Rate as the applicable basis for determining the interest rate of interest on such a with respect to any Term Loan if at the or any Revolving Loan may be changed from time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loan. time pursuant to subsection 2.2D. If on any day any a Term Loan or Revolving Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest on that dayinterest, then for that day interest on that Loan shall be bear interest determined by reference to the Base Rate. Subject to the provisions of subsections 2.2E and 2.7, the Term Loans and the Revolving Loans shall bear interest through maturity as follows: (i) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Base Rate Margin for such class of Loans; or (ii) if a LIBOR Loan, then at the sum of the Adjusted LIBOR plus the Applicable LIBOR Margin for such class of Loans. Subject to the provisions of subsections 2.2E and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the Applicable Base Rate Margin. Upon delivery of the Margin Determination Certificate by Borrower to Administrative Agent pursuant to subsection 6.1(xvi), the Applicable Base Rate Margin and Applicable LIBOR Margin shall automatically be adjusted in accordance with such Margin Determination Certificate, such adjustment to become effective on the fifth Business Day after such Margin Determination Certificate is delivered to Administrative Agent; provided that (1) at any time a Margin Determination Certificate is not delivered at the time required pursuant to subsection 6.1(xvi), from the time such Margin Determination Certificate was required to be delivered until delivery of such Margin Determination Certificate, the Applicable Base Rate Margin shall be 2.50% for the Revolving Loans, and the Applicable LIBOR Margin shall be 3.50% for the Revolving Loans, and (2) if a Margin Determination Certificate erroneously indicates an applicable margin more favorable to Borrower than should be afforded by the actual calculation of the Consolidated Total Leverage Ratio, Borrower shall promptly pay additional interest and letter of credit fees to correct for such error.

Rate of Interest. All Loans Where the Screen Rate Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will, subject as provided below and subject to the provisions of Condition 13.02, be determined by the Calculation Agent on the following basis: the Calculation Agent will determine the Reference Rate as it appears on the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination Date; if, on any Interest Determination Date no rate so appears or if the Relevant Screen Page is unavailable, the Issuer will request appropriate quotations of the Reference Rate be provided to the Calculation Agent and the outstanding principal balance Calculation Agent will determine the arithmetic mean (rounded as described above) of all other Obligations shall bear interest the rates at which deposits in the relevant currency are offered by the Reference Banks at approximately the Relevant Time on the unpaid principal Interest Determination Date to prime banks in the Euro-zone (as defined herein) interbank market in the case of EURIBOR for a period of the duration of the relevant Interest Period and in an amount thereof from that is representative for a single transaction in the date such Loans relevant market at the relevant time; if, on any Interest Determination Date, only two or three rates are made so quoted pursuant to the Issuer’s request, the Issuer will request the Calculation Agent to and such other Obligations the Calculation Agent will determine the arithmetic mean (rounded as described above) of the rates so quoted; or if fewer than two rates are due so quoted pursuant to the Issuer’s request, the Issuer will request the Calculation Agent to and payable until paid the Calculation Agent will determine the arithmetic mean (rounded as described above) of the rates quoted by major banks in full, except the Euro-zone in the case of EURIBOR as otherwise provided in Section 5.1(d), as follows: (i) If a Base Rate Loan or such other Obligationselected by the Issuer, at approximately the Relevant Time on the first day of the relevant Interest Period for loans in the relevant currency to leading European banks for a rate per annum equal period for the duration of the relevant Interest Period and in an amount that is representative for a single transaction in the relevant market at the relevant time, and the Rate of Interest applicable to such Covered Bonds during each Interest Period will be the sum of (A) the Base Margin specified in the Final Terms and the Reference Rate, or, as in effect from time to time the case may be, the arithmetic mean (rounded as interest accruesdescribed above) of the rates so determined, plus (B) the then Applicable Margin for Base Rate Loans; (ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as provided however that if the related Money Market Borrowing were Calculation Agent is unable to determine a Committed Eurodollar Reference Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate an arithmetic mean of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loan. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent rates in accordance with the terms above provisions in relation to any Interest Period, the Rate of this Agreement specifying Interest applicable to such Covered Bonds during such Interest Period will be the basis for determining sum of the Margin and the rate or, as the case may be, the arithmetic mean (rounded as described above) of interest on that day, then for that day interest on that Loan shall be the rates determined by reference in relation to such Covered Bonds in respect of the Base Ratelast preceding Interest Period.

Rate of Interest. All Loans and Subject to the outstanding principal balance provisions of all other Obligations subsection 2.2E, (i) each Fixed Rate Loan shall bear interest on the unpaid principal amount thereof (including any Accreted Amounts and Default Rate Accreted Amounts as provided below) from the date made through maturity (whether by acceleration or otherwise) at a rate equal to 15.0% per annum and (ii) each Floating Rate Loan shall bear interest on the unpaid principal amount thereof (including any Accreted Amounts and Default Rate Accreted Amounts as provided below) from the date made through maturity (whether by acceleration or otherwise) at a rate equal to (a) (1) the Adjusted Eurodollar Rate for the Interest Period applicable to such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: Floating Rate Loan plus 8.5% per annum or (i2) If if required to be a Base Rate Loan or such other Obligationas provided herein, at a rate per annum equal to the sum of (A) the Base Rate, as in effect from time to time as interest accruesRate plus 7.5% per annum, plus (Bb)3.0% per annum. Until payment in full of all obligations under the First Lien Credit Agreement described in clause (i) of the then Applicable Margin for Base Rate Loans; (ii) If a Eurodollar Rate Loandefinition thereof, at a rate termination of all commitments to extend credit thereunder and expiration, surrender or cash collateralization of all letters of credit thereunder, 3.0% per annum equal of the interest payable on the Loans (such amount being hereinafter referred to as the sum “Accreted Amount” for such period) shall accrete as described below and shall not be payable in cash; provided that after payment in full of all obligations under the First Lien Credit Agreement described in clause (Ai) of the Eurodollar Rate determined for the applicable Eurodollar Interest Perioddefinition thereof, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loantermination of all commitments to extend credit thereunder and expiration, at a rate surrender or cash collateralization of all letters of credit thereunder, accretion of up to 3.0% per annum equal to either (A) of the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest payable on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a Notice option of Borrowing or a Notice of Conversion/Continuation Company. Company may exercise such option by delivering written notice thereof to Administrative Agent (who shall deliver such notice to each Lender) at least ten Business Days prior to each applicable Quarterly Date and on each other date on which interest is delivered by the Borrower required to the Administrative Agent; providedbe paid on Loans, however, neither the Borrower nor any Qualified Borrower may select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if at the time setting forth notice of such selection an Event election to accrete interest and the percentage of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loansuch interest shall so accrete. If on any day any Loan is outstanding Any such election must be made with respect to all Loans. On the Quarterly Date which notice has not falls in July 2004 and on each Quarterly Date thereafter which falls in January and July, and on each other date on which interest is required to be paid on Loans in connection with any prepayment, any Accreted Amounts (other than Accreted Amounts that have been timely delivered so added on any prior Quarterly Date or other such date) shall be added to the Administrative Agent in accordance with outstanding principal amount of the terms of this Agreement specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base RateLoans.

Rate of Interest. All Loans and the outstanding principal balance of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d4.01(d), as follows: (i) If a Base Rate Loan or such other Obligation, at a rate per annum equal to the sum of (A) the Base Rate, Rate as in effect from time to time as interest accrues, plus accrues and (B) the then Applicable Margin for Base Rate Loans;Margin in effect from time to time; and (ii) If a Eurodollar Eurocurrency Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Eurocurrency Rate determined for the applicable Eurodollar Eurocurrency Interest Period, plus (B) the then Applicable Margin for Eurodollar Eurocurrency Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower Company at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower Company to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower Company may not select the Eurodollar Eurocurrency Rate as the applicable basis for determining the rate of interest on such a Loan if (x) such Loan is to be made on the Effective Date or (y) at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing continuing; provided, further, however, during the period (the "Syndication Period") beginning on the Effective Date and further provided that, from and ending on the earlier of (i) sixty (60) days after the occurrence Effective Date and (ii) the date on which the Administrative Agent determines, in its sole discretion, that the primary syndication of an Event the Revolving Credit Commitments is completed, the Company will not have the right to select the Eurocurrency Rate as the applicable basis for determining the rate of Default or interest on such a Potential Event Loan unless the Company agrees to pay all breakage costs incurred pursuant to Section 4.02(f) as a result of Defaultthe execution of Assignment and Acceptances during the Syndication Period (it being understood and agreed that if the Company nonetheless selects the Eurocurrency Rate during the Syndication Period, each Eurodollar Rate Loan then outstanding may, at the Company may be able to select interest periods of less than one month to the extent available and reasonably acceptable to the Administrative Agent’s option, convert to a Base Rate Loan). If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement hereof specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base RateRate (if denominated in Dollars) or the Eurocurrency Rate with a Eurocurrency Interest Period of one month (if denominated in an Alternative Currency).

Rate of Interest. All Loans and the outstanding principal balance of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: (i) If a Base Rate Loan or such an Obligation other Obligationthan a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Base Rate Loans;; and (ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a Notice notice of Borrowing borrowing or a Notice of Conversion/Continuation is delivered by the Borrower to the Administrative Agent; provided, however, neither that the Borrower nor any Qualified Borrower may not select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing or would occur as a result of such selection; and provided further provided that, that from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding mayshall, at the Administrative Agent’s option's option (notice of any election of which the Administrative Agent shall promptly give to the Borrower), convert be converted to a Base Rate Loan. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rate.

Rate of Interest. All Loans Subject to the provisions of subsections 2.6 and the outstanding principal balance of all other Obligations 2.7, each Tranche B Term Loan and Revolving Loan shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: through maturity (iwhether by acceleration or otherwise) If a Base Rate Loan or such other Obligation, at a rate per annum equal determined by reference to the sum Base Rate or the Adjusted Eurodollar Rate. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (Awhether by acceleration or otherwise) at a rate determined by reference to the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Base Rate Loans; (ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans with respect to any Tranche B Term Loan or any Revolving Loan shall be selected by the Borrower or the applicable Qualified Borrower Borrowers initially at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower given with respect to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may select the Eurodollar Rate as the applicable such Loan pursuant to subsection 2.1B. The basis for determining the interest rate of interest on such a with respect to any Tranche B Term Loan if at the or any Revolving Loan may be changed from time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loan. time pursuant to subsection 2.2D. If on any day any a Tranche B Term Loan or Revolving Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest on that dayinterest, then for that day interest on that Loan shall be bear interest determined by reference to the Base Rate. (i) Subject to the provisions of subsections 2.2E and 2.7, the Tranche B Term Loans and Revolving Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Base Rate Margin; or (b) if a Eurodollar Rate Loan, then at the sum of the Adjusted Eurodollar Rate plus the Applicable Eurodollar Rate Margin. (ii) Subject to the provisions of subsections 2.2E and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the Applicable Base Rate Margin for Revolving Loans.

Rate of Interest. All Loans and the outstanding principal balance of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: (i) If a Base Rate Loan or such other Obligation, at a rate per annum equal to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Base Rate Loans;; and (ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower Borrowers at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower Borrowers to the Administrative Agent; provided, however, neither that the Borrower nor any Qualified Borrower Borrowers may not select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loan. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rate.

Rate of Interest. All Loans and the outstanding principal ---------------- balance of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows:------- 5.1 (i) If a Base Rate Loan or such an Obligation other Obligationthan a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable ---- Margin for Base Rate Loans;; and (ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). ---- The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower to the Administrative Agent; provided, however, neither that the Borrower nor any Qualified Borrower may not select the Eurodollar Rate -------- ------- as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default has occurred and is continuing or an Event of Default would occur as a result of such selection; and provided -------- further that the Borrower may not select the Eurodollar Rate for a Eurodollar ------- Interest Period of more than thirty (30) days if at the time of such selection a Potential Event of Default has occurred and is continuing or a Potential Event of Default would occur or has occurred as a result of such selection; and is continuing and provided further provided that, that ---------------- from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding mayshall, at the Administrative Agent’s 's option, convert to a Base Rate Loan. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rate.

Rate of Interest. All Loans and the outstanding principal balance of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: (i) If a Base Rate Loan or such other Obligation, at a rate per annum equal to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Base Rate Loans;; and (ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) Intentionally omitted; and (iv) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loan. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rate.

Rate of Interest. All Loans and the outstanding principal balance of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: (i) If a Base Rate Loan or such other Obligation, at a rate per annum equal to the sum of (A) the Base Rate, as in effect from time to time 42 44 as interest accrues, plus (B) the then Applicable Margin for Base Rate Loans;; and (ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may not select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s 's option, convert to a Base Rate Loan. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rate.

Rate of Interest. (i) All Loans and the outstanding principal balance amount of all other Obligations (other than Swing Loans) shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d4.01(d), as follows: (iA) If a Base Rate Loan or such other Obligation, at a rate per annum equal to the sum of (AI) the Base Rate, Rate as in effect from time to time as interest accrues, plus (BII) the then Applicable Margin for Base Rate Loans;Margin in effect at such time; and (iiB) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (AI) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (BII) the then Applicable Margin for Eurodollar Rate Loans;Margin in effect from time to time during such Eurodollar Interest Period. (iiiii) If a Eurodollar Money Market LoanAll Swing Loans shall bear interest on the unpaid amount thereof from the date such Loans are made until paid in full, except as otherwise provided in Section 4.01(d), at a rate per annum equal to either (A) the sum of (1I) the Eurodollar Base Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) in effect from time to time as interest accrues, plus (or minus) (2II) the Money Market Applicable Base Rate Margin quoted by the Lender making in effect at such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; andtime. (iviii) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may not select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if (x) such Loan is to be made on the Closing Date unless the Borrower provides the Lenders with a funding indemnification in a form acceptable to the Administrative Agent, or (y) at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loancontinuing. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement hereof specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rate.

Rate of Interest. All Loans Subject to the provisions of subsections 2.6 and the outstanding principal balance of all other Obligations 2.7, each Tranche B Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: through maturity (iwhether by acceleration or otherwise) If a Base Rate Loan or such other Obligation, at a rate per annum equal determined by reference to the sum Base Rate or the Adjusted Eurodollar Rate. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (Awhether by acceleration or otherwise) at a rate determined by reference to the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Base Rate Loans; (ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans with respect to any Tranche B Term Loan or any Revolving Loan shall be selected by the Borrower or the applicable Qualified Borrower Company initially at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by given with respect to such Loan pursuant to subsection 2.1B, and the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may select the Eurodollar Rate as the applicable basis for determining the interest rate of interest on such a with respect to any Tranche B Term Loan if at the or any Revolving Loan may be changed from time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loan. time pursuant to subsection 2.2D. If on any day any a Tranche B Term Loan or Revolving Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest on that dayinterest, then for that day interest on that Loan shall be bear interest determined by reference to the Base Rate. (a) Subject to the provisions of subsections 2.2E and 2.7, the Revolving Loans shall bear interest through maturity as follows: (1) if a Base Rate Loan, then at the sum of the Base Rate plus the Revolving Loan Applicable Base Rate Margin; or (2) if an Adjusted Eurodollar Rate Loan, then at the sum of the Adjusted Eurodollar Rate plus the Revolving Loan Applicable Adjusted Eurodollar Rate Margin. (b) Subject to the provisions of subsections 2.2E and 2.7, the Tranche B Term Loans shall bear interest through maturity as follows: (1) if a Base Rate Loan, then at the sum of the Base Rate plus the Tranche B Applicable Base Rate Margin; or (2) if an Adjusted Eurodollar Rate Loan, then at the sum of the Adjusted Eurodollar Rate plus the Tranche B Applicable Adjusted Eurodollar Rate Margin. Upon delivery of the Margin Determination Certificate or Compliance Certificate, as the case may be, by Company to Administrative Agent pursuant to subsection 6.1(iv), the applicable margins shall automatically be adjusted in accordance with such Margin Determination Certificate or Compliance Certificate, such adjustment to become effective on the next succeeding March 1, June 1, September 1 or December 1, as applicable, following the receipt by Administrative Agent of such Margin Determination Certificate or Compliance Certificate; provided that, for the period commencing on the Business Day following the date that is six months after the Initial Funding Date, the applicable margins shall be determined by reference to the Margin Determination Certificate or Compliance Certificate most recently received by Administrative Agent and provided further that, if at any time a Margin Determination Certificate or Compliance Certificate, as the case may be, is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Margin Determination Certificate or Compliance Certificate was required to be delivered until delivery of such Margin Determination Certificate or Compliance Certificate, such applicable margins shall be the maximum percentage amount for the relevant Loan set forth above. (ii) Subject to the provisions of subsections 2.2E and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the Revolving Loan Applicable Base Rate Margin.

Rate of Interest. (i) All Revolving Loans and the outstanding principal balance amount of all other Obligations (other than Swing Loans) shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d4.01(d), as follows: (iA) If a Base Rate Loan or such other Obligation, at a rate per annum equal to the sum of (AI) the Base Rate, Rate as in effect from time to time as interest accrues, plus (BII) the then Applicable Margin for Base Rate Loans;Margin in effect at such time; and (iiB) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (AI) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (BII) the then Applicable Margin for Eurodollar Rate Loans;Margin in effect from time to time during such Eurodollar Interest Period. (iiiii) If a Eurodollar Money Market LoanAll Swing Loans shall bear interest on the unpaid amount thereof from the date such Loans are made until paid in full, except as otherwise provided in Section 4.01(d), at a rate per annum equal to either (A) the sum of (1I) the Eurodollar Base Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) in effect from time to time as interest accrues, plus (or minus) (2II) the Money Market Applicable Base Rate Margin quoted by the Lender making in effect at such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; andtime. (iviii) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may not select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if (x) such Loan is to be made on the Closing Date or (y) at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loancontinuing. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement hereof specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rate.

Rate of Interest. All Loans and the outstanding principal balance of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: (i) If a Base Rate Loan or such an Obligation other Obligationthan a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Base Rate Loans;; and (ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower to the Administrative Agent; provided, however, neither that the Borrower nor any Qualified Borrower may not select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default has occurred and is continuing or an Event of Default would occur as a result of such selection; and provided further that the Borrower may not select the Eurodollar Rate for a Eurodollar Interest Period of more than thirty (30) days if at the time of such selection a Potential Event of Default has occurred and is continuing or a Potential Event of Default would occur or has occurred as a result of such selection; and is continuing and provided further provided that, that from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding mayshall, at the Administrative Agent’s 's option, convert to a Base Rate Loan. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rate.

Rate of Interest. All Loans and the outstanding principal balance of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d4.1(d), as follows: (i) If a Base Rate Loan or such an Obligation other Obligationthan a Eurocurrency Rate Loan or Negotiated Rate Loan, at a rate per annum equal to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Base Rate Loans; (ii) If a Eurodollar Rate Eurocurrency Revolving Credit Loan or a Eurocurrency Term Loan, at a rate per annum equal to the sum of (A) the Eurodollar Eurocurrency Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Eurocurrency Rate Loans; (iii) If a Eurodollar Money Market Negotiated Rate Loan, at a rate per annum equal to either (Ax) in the case of a Fixed Rate Loan, the Fixed Rate specified in such accepted Negotiated Rate Quote or (y) in the case of a Eurocurrency Negotiated Rate Loan, the sum of (1) the Eurodollar Margin specified in such accepted Negotiated Rate Quote, plus the applicable Eurocurrency Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicablePeriod; and (iv) If a Swingline Swing Loan, as provided at a rate per annum set forth in Section 2.9(c2.1(c)(ii). The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower to the Administrative AgentAgent or at the time of acceptance of one or more Negotiated Rate Quotes by the Borrower; provided, however, neither that the Borrower nor any Qualified Borrower may not select the Eurodollar Eurocurrency Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided thatprovided, that from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar LIBOR Rate Loan (other than a Negotiated Rate Loan) then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loan. If on any day any Revolving Credit Loan or Term Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan the Borrower shall be determined by reference deemed to have submitted a Notice of Conversion/Continuation with respect to the full amount of such LIBOR Loan requesting a Base RateRate Loan. From and after the occurrence of an Event of Default, the Administrative Agent may, or upon request of the Requisite Lenders holding Revolving Credit Tranche B Commitments shall, require that each Revolving Credit Loan denominated in Optional Currency then outstanding be repaid by means of a Base Rate Borrowing in the amount of the Dollar Equivalent of such Revolving Credit Loan denominated in Optional Currency.

Rate of Interest. (i) All Revolving Loans and the outstanding principal balance amount of all other Obligations (other than Swing Loans and Term Loans) shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d4.01(d), as follows: (iA) If a Base Rate Loan or such other Obligation, at a rate per annum equal to the sum of (AI) the Base Rate, Rate as in effect from time to time as interest accrues, plus (BII) the then Applicable Margin for Revolving Loan Base Rate Loans;Margin in effect at such time; and (iiB) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (AI) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (BII) the then Applicable Margin for Revolving Eurodollar Rate Loans;Margin in effect from time to time during such Eurodollar Interest Period. (iiiii) All Term A Loans shall bear interest on the unpaid amount thereof from the date such Loans are made until paid in full, except as otherwise provided in Section 4.01(d), as follows: (A) If a Eurodollar Money Market Base Rate Loan, at a rate per annum equal to either (A) the sum of (1I) the Base Rate as in effect from time to time as interest accrues, plus (II) the Applicable Term A Loan Base Rate Margin in effect at such time; and (B) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (I) the Eurodollar Rate determined for the applicable Eurodollar Interest Period Period, plus (determined as if II) the related Money Market Borrowing were a Committed Applicable Term A Loan Eurodollar Rate BorrowingMargin in effect from time to time during such Eurodollar Interest Period. (iii) All Term B Loans shall bear interest on the unpaid amount thereof from the date such Loans are made until paid in full, except as otherwise provided in Section 4.01(d), as follows: (A) If a Base Rate Loan, at a rate per annum equal to the sum of (I) the Base Rate as in effect from time to time as interest accrues, plus (or minus) (2II) the Money Market Applicable Term B Loan Base Rate Margin quoted by the Lender making in effect at such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicabletime; and (ivB) If a Swingline Eurodollar Rate Loan, at a rate per annum equal to the sum of (I) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (II) the Applicable Term B Loan Eurodollar Rate Margin in effect from time to time during such Eurodollar Interest Period. (iv) All Acquisition Term Loans shall bear interest on the unpaid amount thereof from the date such Loans are made until paid in full, except as otherwise provided in Section 2.9(c4.01(d). , as follows: (A) If a Base Rate Loan, at a rate per annum equal to the sum of (I) the Base Rate as in effect from time to time as interest accrues, plus (II) the Applicable Acquisition Term Loan Base Rate Margin in effect at such time; and (B) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (I) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (II) the Applicable Acquisition Term Loan Eurodollar Rate Margin in effect from time to time during such Eurodollar Interest Period. (v) All Swing Loans shall bear interest on the unpaid amount thereof from the date such Loans are made until paid in full, except as otherwise provided in Section 4.01(d), at a rate per annum equal to the sum of (I) the Base Rate as in effect from time to time as interest accrues, plus (II) the Applicable Revolving Loan Base Rate Margin in effect at such time minus 0.0025%. (vi) The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may not select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if (x) such Loan is to be made on the Effective Date or (y) at the time of such selection an Event of a Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loancontinuing. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement hereof specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rate.

Rate of Interest. All Loans and the outstanding principal balance of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d4.1(d), as follows: (i) If a Base Rate Loan or such an Obligation other Obligationthan a LIBOR Rate Loan, at a rate per annum equal to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Base Rate Loans;; and (ii) If a Eurodollar LIBOR Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar LIBOR Rate determined for the applicable Eurodollar LIBOR Interest Period, plus (B) the then Applicable Margin for Eurodollar LIBOR Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower to the Administrative Agent; provided, however, neither that the Borrower nor any Qualified Borrower may not select the Eurodollar LIBOR Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided thatprovided, that from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar LIBOR Rate Loan then outstanding may, at the Administrative Agent’s 's option, convert to a Base Rate Loan. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan the Borrower shall be determined by reference deemed to have submitted a Notice of Conversion/Continuation with respect to the full amount of such LIBOR Loan requesting a Base RateRate Loan.

Rate of Interest. All Loans and the outstanding principal balance of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section SECTION 5.1(d), as follows: (i) If a Base Rate Loan or such other Obligation, at a rate per annum equal to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus PLUS (B) the then Applicable Margin for Base Rate Loans;; and (ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus PLUS (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower to the Administrative Payment and Disbursement Agent; providedPROVIDED, howeverHOWEVER, neither the Borrower nor any Qualified Borrower may not select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided thatFURTHER PROVIDED THAT, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Payment and Disbursement Agent’s 's option, convert to a Base Rate Loan. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Payment and Disbursement Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rate.

Rate of Interest. All Loans and The rate of interest payable from time to time in respect of the outstanding principal balance of all other Obligations shall bear interest Notes (the RATE OF INTEREST) will be determined on the unpaid basis of the following provisions: (a) On each Interest Determination Date, the Fiscal Agent or its duly appointed successor (in such capacity, the AGENT BANK) will determine the Screen Rate at approximately 11.00 a.m. (Brussels time) on that Interest Determination Date. If the Screen Rate is unavailable, the Agent Bank will request the principal amount thereof from Euro-zone office of each of the date Reference Banks to provide the Agent Bank with the rate at which deposits in euro are offered by it to prime banks in the Euro-zone interbank market for three months at approximately 11.00 a.m. (Brussels time) on the Interest Determination Date in question and for a Representative Amount. (b) The Rate of Interest for the Interest Period shall be the Screen Rate plus the Margin or, if the Screen Rate is unavailable, and at least two of the Reference Banks provide such Loans rates, the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) as established by the Agent Bank of such rates, plus the Margin. (c) If fewer than two rates are made provided as requested, the Rate of Interest for that Interest Period will be the arithmetic mean of the rates quoted by major banks in the Euro-zone, selected by the Agent Bank, at approximately 11.00 a.m. (Brussels time) on the first day of such Interest Period for loans in euro to leading European banks for a period of three months commencing on the first day of such Interest Period and such other Obligations are due and payable until paid for a Representative Amount, plus the Margin. If the Rate of Interest cannot be determined in fullaccordance with the above provisions, the Rate of Interest shall be determined as at the last preceding Interest Determination Date. (d) In these Conditions (except as where otherwise provided in Section 5.1(ddefined), as followsthe expression: (i) If BUSINESS DAY means a Base Rate Loan or such other Obligation, at day which is both a rate per annum equal to the sum of day on which commercial banks and foreign exchange markets settle payments and are open for general business (Aincluding dealing in foreign exchange and foreign currency deposits) the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Base Rate LoansLondon and a TARGET Settlement Day; (ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loan. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rate.

Rate of Interest. All Loans and the outstanding principal balance ---------------- of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as -------------- follows: (i1) If a Base Rate Loan or such other Obligation, at a rate per annum equal to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Base Rate Loans;; ---- and (ii2) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate ---- Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a the Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may not select the Eurodollar Rate as the -------- ------- applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and ------- -------- ---- after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s 's option, convert to a Base Rate Loan. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rate.

Rate of Interest. All Loans and the outstanding principal balance of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: (i) If a Base Rate Loan or such other Obligation, at a rate per annum equal to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Base Rate Loans; (iii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans;; and (iiiii) If a Eurodollar Money Market Competitive Bid Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Competitive Bid Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Competitive Bid Margin quoted by the Lender making such Money Market Competitive Bid Loan in accordance with Section 2.2 2.2. or (B) the Money Market Competitive Bid Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower on its behalf and on behalf of RMOP at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower or RMOP to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may not select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loancontinuing. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rate.

Rate of Interest. All Loans Subject to the provisions of subsections 2.6 and the outstanding principal balance of all other Obligations 2.7, each Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: through maturity (iwhether by acceleration or otherwise) If a Base Rate Loan or such other Obligation, at a rate per annum equal determined by reference to the sum Base Rate or the Adjusted Eurodollar Rate. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (Awhether by acceleration or otherwise) at a rate determined by reference to the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Base Rate Loans; (ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans with respect to any Term Loan or any Revolving Loan shall be selected by the Borrower or the applicable Qualified Borrower Company initially at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by given with respect to such Loan pursuant to subsection 2.1B, and the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may select the Eurodollar Rate as the applicable basis for determining the interest rate of interest on such a with respect to any Term Loan if at the or any Revolving Loan may be changed from time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loan. time pursuant to subsection 2.2D. If on any day any a Term Loan or Revolving Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest on that dayinterest, then for that day interest on that Loan shall be bear interest determined by reference to the Base Rate. Subject to the provisions of subsections 2.2E and 2.7, the Term Loans and the Revolving Loans shall bear interest through maturity as follows: (i) if a Base Rate Loan, then at the Base Rate; PROVIDED, however, if and so long as the Eurodollar Rate Margin is 1.50% pursuant to clause (ii) below, interest on a Base Rate Loan shall be Base Rate PLUS .25% per annum; or (ii) if a Eurodollar Rate Loan, then at the SUM of the Adjusted Eurodollar Rate AND the Eurodollar Rate Margin set forth in the table below, opposite the Consolidated Leverage Ratio for the four-Fiscal Quarter period ending on the date for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iii): Eurodollar Rate CONSOLIDATED LEVERAGE RATIO MARGIN (PER ANNUM) Greater than 3.25x 1.50% Greater than 3.00x but equal to or less than 3.25x 1.25% Greater than 2.50x but equal to or less than 3.00x 1.00% Greater than 2.00x but equal to or less than 2.50x 0.75% Greater than 1.50x but equal to or less than 2.00x 0.625% Greater than 1.00x but equal to or less than 1.50x 0.50% Equal to or less than 1.00x 0.40% PROVIDED, that until the earlier of November 15, 1998 or the date on which the first Compliance Certificate is delivered pursuant to subsection 6.1(iii) for the Fiscal Quarter ended September 30, 1998, the Eurodollar Rate Margin shall be 1.25% per annum. Upon delivery of the Compliance Certificate by Company to Agent pursuant to subsection 6.1(iii), the applicable Eurodollar Rate Margin shall automatically be adjusted in accordance with such Compliance Certificate, such adjustment to become effective on the next succeeding Business Day following receipt by Agent of such Compliance Certificate; PROVIDED, that if at any time a Compliance Certificate is not delivered at the time required pursuant to subsection 6.1(iii), from the time such Compliance Certificate was required to be delivered until delivery of such Compliance Certificate, such applicable Eurodollar Rate Margin shall be the maximum percentage amount until such Compliance Certificate is delivered. Subject to the provisions of subsections 2.2E and 2.7, the Swing Line Loans shall bear interest through maturity at the Base Rate.

Rate of Interest. All Loans and the outstanding principal balance amount of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d4.01(d), as follows: (i) If With respect to Revolving Loans, if a Base Floating Rate Loan or such other Obligation, at a rate per annum equal to the sum of (A) the Base Rate, as Floating Rate in effect from time to time as interest accruestime, plus (B) the then Applicable Revolver Floating Rate Margin for Base Rate Loansin effect from time to time; (ii) If With respect to Revolving Loans, if a Eurodollar Fixed Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Fixed Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Revolver Fixed Rate Margin for Eurodollar Rate Loansin effect from time to time; (iii) If With respect to the Term Loan, if a Eurodollar Money Market Floating Rate Loan or such other Obligation, at a rate per annum equal to the sum of (A) the Floating Rate in effect from time to time, plus (B) the Applicable Term Loan Floating Rate Margin in effect from time to time; and (iv) With respect to the Term Loan, if a Fixed Rate Loan, at a rate per annum equal to either the sum of (A) the sum of (1) the Eurodollar Fixed Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) Period, plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market RateApplicable Term Loan Fixed Rate Margin in effect from time to time. As of the Closing Date, the Applicable Revolver Margins are as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). follows: Applicable Revolver Floating Rate Margin 1.00% Applicable Revolver Fixed Rate Margin 2.75% The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower Representative at the time a Notice of Borrowing Borrowing, or a Notice of Conversion/Continuation is delivered by the Borrower Representative to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower Representative may not select the Eurodollar Fixed Rate as the applicable basis for determining the rate of interest on such a Loan if (x) such Loan is to be made on the Closing Date or (y) at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loancontinuing. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement hereof specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Floating Rate plus the Applicable Revolver Floating Rate Margin. The Applicable Revolver Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings' and its Subsidiaries' consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Holdings' and its Subsidiaries' quarterly financial statements to Lenders for the fiscal quarter ending August 2, 2003. Adjustments in Applicable Revolver Margins shall be determined by reference to the following grid: ------------ --------------------------------- ----------------------------- -------------------------------- Fixed Charge Coverage Applicable Revolver Applicable Revolver Level Ratio Floating Rate Margin Fixed Rate Margin ----- ----- -------------------- ----------------- ------------ --------------------------------- ----------------------------- -------------------------------- I <1.00 1.00% 2.75% ------------ --------------------------------- ----------------------------- -------------------------------- II Less than 1.50, but > 1.00 0.75% 2.50% - ------------ --------------------------------- ----------------------------- -------------------------------- III >1.50 0.50% 2.25% - ------------ --------------------------------- ----------------------------- -------------------------------- All adjustments in the Applicable Revolver Margins after August 2, 2003 shall be implemented quarterly on a prospective basis, for each calendar month commencing at least 5 days after the date of delivery to Lenders of the quarterly unaudited or annual audited (as applicable) financial statements evidencing the need for an adjustment. Concurrently with the delivery of those financial statements, Borrower Representative shall deliver to Administrative Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Revolver Margins. Failure to timely deliver such financial statements shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Revolver Margins to the highest level set forth in the foregoing grid, until the first day of the first calendar month following the delivery of those financial statements demonstrating that such an increase is not required. If an Event of Default has occurred and is continuing at the time any reduction in the Applicable Revolver Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which such Event of Default is waived or cured. As of the Closing Date, the Applicable Term Loan Margins shall be determined by reference to the following grids, and shall be adjusted (up or down) prospectively on a weekly basis as determined by reference to the Borrowers' most recently delivered Borrowing Base RateCertificate, commencing with the first day of the following week. Adjustments in Applicable Term Loan Margins shall be determined by reference to the following grid: ------------ --------------------------------- ------------------------------- ------------------------------ Applicable Applicable Level Availability Term Loan Floating Rate Margin Term Loan Fixed Rate Margin ----- ------------ ------------------------------ --------------------------- ------------ --------------------------------- ------------------------------- ------------------------------ I > $15,000,000 1.75% 3.50% - ------------ --------------------------------- ------------------------------- ------------------------------ II Less than $15,000,000, but > $10,000,000 4.00% 3.50% - ------------ --------------------------------- ------------------------------- ------------------------------ III < $10,000,000 6.00% 3.50% ------------ --------------------------------- ------------------------------- ------------------------------ With respect to any Fixed Rate Loan that is a Term Loan, on any date of determination, if Availability is less than $15,000,000, such Fixed Rate Loan shall bear interest for the period during which Availability is less than $15,000,000 (each, a "Reference Period") calculated at the rate applicable to such Fixed Rate Loan as determined by Administrative Agent by reference to the above grid on the Fixed Rate Determination Date for such Fixed Rate Loan plus an additional amount equal to the amount such rate is less than the rate which would otherwise be applicable to such Fixed Rate Loan if such Fixed Rate Loan were a Floating Rate Loan, as such rate shall be determined by the Administrative Agent by reference to the above grid during such Reference Period; provided that, if Availability equals or exceeds $15,000,000 on any date of determination, such Fixed Rate Loan shall, until the occurrence of a new Reference Period, bear interest at the rate determined by reference to the above grid on the Fixed Rate Determination Date for such Fixed Rate Loan. Concurrently with the delivery of the Borrowing Base Certificate, Borrower Representative shall deliver to Administrative Agent and Lenders a certificate, signed by its chief financial officer or its treasurer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Term Loan Margins. Failure to timely deliver any Borrowing Base Certificate shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Term Loan Margins to the highest level set forth in the foregoing grid, until the first day of the week following the delivery of such Borrowing Base Certificate demonstrating that such an increase is not required. If an Event of Default has occurred and is continuing at the time any reduction in the Applicable Term Loan Margins is to be implemented, that reduction shall be deferred until the first day of the week following the date on which such Event of Default is waived or cured.

Rate of Interest. All Loans Subject to the provisions of subsections 2.6 and the outstanding principal balance of all other Obligations 2.7, each Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: through maturity (iwhether by acceleration or otherwise) If a Base Rate Loan or such other Obligation, at a rate per annum equal determined by reference to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Base Rate Loans; (ii) If a or the Adjusted Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans with respect to any Term Loan or any Revolving Loan shall be selected by the Borrower or the applicable Qualified Borrower Company initially at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by given with respect to such Loan pursuant to subsection 2.1B, and the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may select the Eurodollar Rate as the applicable basis for determining the interest rate of interest on such a with respect to any Term Loan if at the or any Revolving Loan may be changed from time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loan. time pursuant to subsection 2.2D. If on any day any a Term Loan or Revolving Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest on that dayinterest, then for that day interest on that Loan shall be bear interest determined by reference to the Base Rate. Subject to the provisions of subsections 2.2E and 2.7, the Term Loans and the Revolving Loans shall bear interest through maturity as follows: (i) if a Base Rate Loan, then (a) for the period from and including the Closing Date to and excluding the date on which Administrative Agent receives a Compliance Certificate pursuant to subsection 6.1(iii) for the Fiscal Year ended October 31, 1997, at the sum of the Base Rate plus the Applicable Base Rate Margin as determined by reference to the Leverage Ratio set forth in the Closing Date Compliance Certificate delivered by Company pursuant to subsection 4.1E and (b) thereafter, at the sum of the Base Rate plus the Applicable Base Rate Margin; or (ii) if a Eurodollar Rate Loan, then (a) for the period from and including the Closing Date to and excluding the date on which Administrative Agent receives a Compliance Certificate pursuant to subsection 6.1(iii) for the Fiscal Year ended October 31, 1997, at the sum of the Adjusted Eurodollar Rate plus the Applicable Eurodollar Rate Margin as determined by reference to the Leverage Ratio set forth in the Closing Date Compliance Certificate delivered by Company pursuant to subsection 4.1E and (b) thereafter, at the sum of the Adjusted Eurodollar Rate plus the Applicable Eurodollar Rate Margin. Except as provided in paragraphs (i) and (ii) above, the Applicable Base Rate Margin and the Applicable Eurodollar Rate Margin shall be determined on the first day of the calendar month following the delivery of each Compliance Certificate pursuant to subsection 6.1(iii), commencing with the Compliance Certificate for the Fiscal Year ended October 31, 1997, by reference to such Compliance Certificate (without regard to any subsequent corrections to reflect year-end audit adjustments). The Applicable Base Rate Margin and the Applicable Eurodollar Rate Margin shall apply to all Base Rate Loans for the period from and including the date of determination to and excluding the first day of the calendar month following the delivery of the next Compliance Certificate and to all Eurodollar Rate Loans for any Interest Period commencing during the period from and including the date of determination to and excluding the first day of the calendar month following the delivery of the next Compliance Certificate; provided, however, that if the Company fails to deliver any Compliance Certificate in a timely manner pursuant to subsection 6.1(iii), the highest percentage per annum set forth in the definition of Applicable Base Rate Margin shall apply to all Base Rate Loans for the period from and including the first day of the calendar month following the date on which such Compliance Certificate was required to be delivered to and excluding the date on which Administrative Agent receives such Compliance Certificate and to all Eurodollar Rate Loans for any Interest Period commencing during the period from and including the first day of the calendar month following the date on which such Compliance Certificate was required to be delivered to and excluding the date on which Administrative Agent receives such Compliance Certificate.

Rate of Interest. All Loans and the outstanding principal balance of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section SECTION 5.1(d), as follows: (i) If a Base Rate Loan or such an Obligation other Obligationthan a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus PLUS (B) the then Applicable Margin for Base Rate Loans;; and (ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus PLUS (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower to the Administrative Agent; providedPROVIDED, howeverHOWEVER, neither that the Borrower nor any Qualified Borrower may not select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default has occurred and is continuing or an Event of Default would occur as a result of such selection; and PROVIDED FURTHER that the Borrower may not select the Eurodollar Rate for a Eurodollar Interest Period of more than thirty (30) days if at the time of such selection a Potential Event of Default has occurred and is continuing or a Potential Event of Default would occur or has occurred as a result of such selection; and is continuing and further provided that, PROVIDED FURTHER that from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding mayshall, at the Administrative Agent’s 's option, convert to a Base Rate Loan. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then then, except as set forth in the last sentence of SECTION 5.1(c)(ii), for that day interest on that Loan shall be determined by reference to the Base Rate.

Rate of Interest. All Loans and the outstanding principal balance of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: (i) If a Base Rate Loan or such other Obligation, at a rate per annum equal to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Base Rate Loans;; and (ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). DB3/376865415.8 The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower to the Administrative Agent; provided, however, neither that the Borrower nor any Qualified Borrower may not select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loan. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rate.

Rate of Interest. All Loans Subject to the provisions of Sections 2.06(e) and the outstanding principal balance of all other Obligations 2.09(g), each Loan shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in fullthrough maturity (whether by acceleration or otherwise) at a rate determined by reference to, except as otherwise provided in Section 5.1(d), as follows: (i) If if a Base Rate Term Loan or such other ObligationRevolving Loan, at a rate per annum equal to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus (B) Lending Rate or the then Applicable Margin for Base Adjusted Eurodollar Rate Loans; and (ii) If if a Eurodollar Rate Swing Line Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Base Lending Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the for Revolving Loans and Term Loans shall be selected by the Borrower or the applicable Qualified Borrower initially at the time a Notice of Revolver Borrowing or a Notice of Conversion/Continuation Term Borrowing is delivered by the Borrower given with respect thereto pursuant to the Administrative Agent; providedSection 2.01(b) or Section 2.03(b), however, neither the Borrower nor any Qualified Borrower may select the Eurodollar Rate as the applicable case may be. The basis for determining the interest rate of interest on such a with respect to any Revolving Loan if at the or Term Loan may be changed from time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loantime pursuant to Section 2.06(d). If on any day any a Revolving Loan or Term Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that dayinterest, then for that day interest on that Loan shall be bear interest determined by reference to the Base Lending Rate. (i) The Term Loans and the Revolving Loans shall bear interest through maturity as follows: (A) if a Base Rate Loan, then at the sum of the Base Lending Rate plus the Applicable Base Margin; and (B) if a Eurodollar Rate Loan, then at the sum of the Adjusted Eurodollar Rate plus the Applicable Eurodollar Margin; (ii) The Swing Line Loans shall bear interest at a per annum rate equal to the Base Lending Rate plus the Applicable Base Margin minus the Commitment Fee Percentage then in effect. On the Effective Date, the Applicable Eurodollar Margin and the Applicable Base Margin shall be determined in accordance with the Leverage Ratio set forth in the Margin Rate Determination Certificate delivered by the Borrower to the Agent pursuant to Section 5.01(e). Upon delivery of any subsequent Margin Rate Determination Certificate by the Borrower to the Agent pursuant to Section 7.01(j), the Applicable Eurodollar Margin and the Applicable Base Margin shall automatically be adjusted in accordance with the Leverage Ratio set forth therein, such adjustment to become effective on the Business Day next succeeding the Business Day on which the Agent received such Margin Rate Determination Certificate.

Rate of Interest. All Loans Subject to the provisions of subsections 2.6 and the outstanding principal balance of all other Obligations 2.7, each Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: through maturity (iwhether by acceleration or otherwise) If a Base Rate Loan or such other Obligation, at a rate per annum equal determined by reference to the sum Base Rate or the Adjusted Eurodollar Rate. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (Awhether by acceleration or otherwise) at a rate determined by reference to the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Base Rate Loans; (ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans with respect to any Term Loan or any Revolving Loan shall be selected by the Borrower or the applicable Qualified Borrower Company initially at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by given with respect to such Loan pursuant to subsection 2.1B, and the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may select the Eurodollar Rate as the applicable basis for determining the interest rate of interest on such a with respect to any Term Loan if at the or any Revolving Loan may be changed from time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loan. time pursuant to subsection 2.2D. If on any day any a Term Loan or Revolving Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest on that dayinterest, then for that day interest on that Loan shall be bear interest determined by reference to the Base Rate. (i) Subject to the provisions of subsections 2.2E and 2.7, the Tranche A Term Loans and the Revolving Loans shall bear interest through maturity as follows: (A) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Base Rate Margin; or (B) if a Eurodollar Rate Loan, then at the sum of the Adjusted Eurodollar Rate plus the Applicable Eurodollar Margin. Upon delivery of the Margin Determination Certificate by Company to Agent pursuant to subsection 6.1(xix), the Applicable Base Rate Margin and the Applicable Eurodollar Margin shall automatically be adjusted in accordance with such Margin Determination Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Agent of such Margin Determination Certificate; provided that if a Margin Determination

Rate of Interest. All Loans and the outstanding principal balance of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section SECTION 5.1(d), as follows: (i) If a Base Rate Loan or such other Obligation, at a rate per annum equal to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus PLUS (B) the then Applicable Margin for Base Rate Loans;; and (ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus PLUS (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If an IBOR Rate Loan, at a rate per annum equal to the sum of (A) the IBOR Rate determined for the applicable IBOR Interest Period, PLUS (B) the then Applicable Margin for IBOR Rate Loans; (iv) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus PLUS (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 SECTION 2.2. or (B) the Money Market Rate, as applicable; and (ivv) If a Swingline an IBOR Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the IBOR Rate determined for the applicable IBOR Interest Period (determined as provided if the related Money Market Borrowing were a Committed IBOR Rate Borrowing) PLUS (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in Section 2.9(c)accordance with SECTION 2.2. or (B) the Money Market Rate, as applicable. The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower to the Administrative Payment and Disbursement Agent; providedPROVIDED, howeverHOWEVER, neither the Borrower nor any Qualified Borrower may not select the Eurodollar Rate or the IBOR Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided thatFURTHER PROVIDED THAT, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan and IBOR Rate Loan then outstanding may, at the Administrative Payment and Disbursement Agent’s 's option, convert to a Base Rate Loan. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Payment and Disbursement Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then for that 73 day interest on that Loan shall be determined by reference to the Base Rate.

Rate of Interest. All Loans and the outstanding principal balance of all other Obligations shall bear The Borrower promises to pay interest on the unpaid principal amount thereof of all Loans from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: (i) If a Base Rate Loan or such other Obligation, full at a fluctuating rate per annum equal to the sum of (A) the Base Rate, as in effect determined from time to time as interest accrues, plus (B) by reference to the then Applicable Margin for Base Rate Loans; (ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) or the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a Notice of Borrowing is given by the Borrower pursuant to Section 2.01(b) or 2.02(b) or at the time a Notice of Conversion/Continuation is delivered by the Borrower pursuant to the Administrative AgentSection 2.03(c); provided, however, neither provided that the Borrower nor any Qualified Borrower may not select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loancontinuing. If on any day any a Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that dayinterest, then for that each such day interest on that such Loan shall be determined by reference a Base Rate Loan. Interest accrued and unpaid on loans under the Existing Credit Agreement for the period prior to the Initial Funding Date shall be payable as provided in the Existing Credit Agreement; and from and after the Initial Funding Date, the Loans shall bear interest, subject to Section 2.03(d), as follows: (i) Revolving Loans shall bear interest from the Initial Funding Date until the first day of the third full fiscal quarter after the Initial Funding Date at a rate per annum which is (A) in the case of Base Rate Loans, equal to the Base RateRate plus .75% and (B) in the case of Eurodollar Rate Loans, equal to the Eurodollar Rate determined for the applicable Interest Period plus 1.75%; thereafter, Revolving Loans shall bear interest as follows: 1) if a Base Rate Loan, then at a rate per annum for each day equal to the sum of (x) the Base Rate as in effect from time to time as interest accrues and (y) the applicable margin set forth below opposite the Pricing Ratio in effect on such day: Pricing Ratio Applicable Margin Level I Status 0% Level II Status 0% Level III Status .50% Level IV Status .75% Level V Status 1.25% 2) if a Eurodollar Rate Loan, then at a rate per annum for each day equal to the sum of (x) the Eurodollar Rate determined for the applicable Interest Period and (y) the applicable margin set forth below opposite the Pricing Ratio in effect on such day: Pricing Ratio Applicable Margin Level I Status .75% Level II Status 1.00% Level III Status 1.50% Level IV Status 1.75% Level V Status 2.25% (ii) Term Loans shall bear interest at a rate per annum which is (A) in the case of Base Rate Loans, equal to the Base Rate plus 1.50% and (B) in the case of Eurodollar Rate Loans, equal to the Eurodollar Rate determined for the applicable Interest Period plus 2.50%; provided, that Bank of America may, at the time of any sale by it of all or any portion of the Term Loans, by written notice to the Agent and the Borrower, increase the interest rate margins applicable to the Term Loans by up to 1% per annum, and if such notice is given, such interest rate margins will so increase effective on the date of such sale.

Rate of Interest. (i) All Loans and the outstanding principal balance of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d)5.01(d) or Section 14.04, as follows: (iA) If a Base Rate Loan or such other ObligationLoan, at a rate per annum equal to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus (B1) the then Applicable Margin for applicable Base Rate Loans;Margin, if such Base Rate Loan is not a Tranche B Term Loan or a Tranche C Term Loan, (2) one and three-quarters percent (1.75%), if such Base Rate Loan is a Tranche B Term Loan and (3) the applicable Tranche C Base Rate Margin, if such Base Rate Loan is a Tranche C Term Loan; and (iiB) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined deter mined for the applicable Eurodollar Interest Period, plus (B1) the then Applicable Margin for applicable Eurodollar Rate Loans; (iii) If Margin, if such Eurodollar Rate Loan is not a Eurodollar Money Market Tranche B Term Loan or a Tranche C Term Loan, at (2) three percent (3.0%), if such Eurodollar Rate Loan is a rate per annum equal to either Tranche B Term Loan, and (A3) the applicable Tranche C Eurodollar Rate Margin, if such Eurodollar Rate Loan is a Tranche C Term Loan; provided, however, that during the period commencing on the Effective Date and ending on July 1, 1997, the amount by which the sum of the Revolving Credit Obligations plus the outstanding Protective Advances plus the outstanding balance of the Swing Loans at any time exceeds the Borrowing Base, shall bear interest at the then applicable per annum rates of interest as set forth above plus one-quarter of one percent (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and0.25%). (ivii) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower Borrowers at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower Borrowers to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower Borrowers may not select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if if, at the time of such selection selection, an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loancontinuing. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rate.

Rate of Interest. All Loans Subject to the provisions of subsections 2.2F, 2.6 and the outstanding principal balance of all other Obligations 2.7, each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: through maturity (iwhether by acceleration or otherwise) If a Base Rate Loan or such other Obligation, earlier repayment at a rate per annum equal determined by reference to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Base Rate Loans; (ii) If a Eurodollar Rate Loan, at a rate per annum equal to or the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c)Adjusted LIBOR. The applicable basis for determining the rate of interest on the Loans with respect to any Revolving Loan shall be selected by the Borrower or the applicable Qualified Borrower initially at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower given with respect to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may select the Eurodollar Rate as the applicable such Loan pursuant to subsection 2.1B. The basis for determining the interest rate of interest on such a with respect to any Revolving Loan if at the may be changed from time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loan. time pursuant to subsection 2.2D. If on any day any a Revolving Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest on that dayinterest, then for that day interest on that Loan shall be bear interest determined by reference to the Base Rate. Subject to the provisions of subsections 2.2E, 2.2F, 2.7 and 2.10 the Revolving Loans shall bear interest through maturity or earlier repayment as follows: (i) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Base Rate Margin, but in no event in excess of the maximum nonusurious interest rate permitted by applicable law; or (ii) if a LIBOR Loan, then at the sum of the Adjusted LIBOR plus the Applicable LIBOR Margin, but in no event in excess of the maximum nonusurious interest rate permitted by applicable law. Upon delivery of the Margin Determination Certificate by Borrower to Administrative Agent pursuant to subsection 6.1(xi), the Applicable Base Rate Margin and Applicable LIBOR Margin shall automatically be adjusted in accordance with such Margin Determination Certificate, such adjustment to become effective on the third Business Day after such Margin Determination Certificate is delivered to Administrative Agent; provided that (1) at any time a Margin Determination Certificate is not delivered at the time required pursuant to subsection 6.1(xi), from the time such Margin Determination Certificate was required to be delivered until delivery of such Margin Determination Certificate, the Applicable Base Rate Margin shall be 1.50% for the Revolving Loans, and the Applicable LIBOR Margin shall be 3.00% for the Revolving Loans, and (2) if a Margin Determination Certificate erroneously indicates an applicable margin more favorable to Borrower than should be afforded by the actual calculation of the Total Leverage Ratio, Borrower shall promptly pay additional interest and letter of credit fees to correct for such error.

Rate of Interest. All Loans Subject to the provisions of subsections 2.6 and the outstanding principal balance of all other Obligations 2.7, each Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: through maturity (iwhether by acceleration or otherwise) If a Base Rate Loan or such other Obligation, at a rate per annum equal determined by reference to the sum Base Rate or the Eurodollar Rate. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (Awhether by acceleration or otherwise) at a rate determined by reference to the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Base Rate Loans; (ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans with respect to any Term Loan or any Revolving Loan shall be selected by the Borrower or the applicable Qualified Borrower Company initially at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by given with respect to such Loan pursuant to subsection 2.1B, and the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may select the Eurodollar Rate as the applicable basis for determining the interest rate of interest on such a with respect to any Term Loan if at the or any Revolving Loan may be changed from time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loan. time pursuant to subsection 2.2D. If on any day any a Term Loan or Revolving Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest on that dayinterest, then for that day interest on that Loan shall be bear interest determined by reference to the Base Rate. (i) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Revolving Loans, the Tranche A Term Loans and the Tranche B Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus a Base Rate Margin of 0.75% per annum; or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus a Eurodollar Rate Margin of 1.75% per annum; provided that during any period beginning on any date Administrative Agent receives an Officer’s Certificate from Company stating that Company has obtained senior secured ratings for the Credit Facilities not lower than (1) BB+ from S&P and Ba2 from M▇▇▇▇’▇ or (2) BB from S&P and Ba1 from M▇▇▇▇’▇ and in each case continuing until Company fails to maintain such ratings, the Base Rate Margin and Eurodollar Rate Margin in each case shall be 0.25% per annum less than the Base Rate Margin and Eurodollar Rate Margin otherwise applicable pursuant to this subsection 2.2A(i). (ii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Base Rate Margin for Revolving Loans minus the Commitment Fee Percentage.”

Rate of Interest. (i) All Loans and the outstanding principal balance of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable incurred until paid in full, except as otherwise provided in Section 5.1(d)5.01(d) or Section 14.04, as follows: (iA) If a Base Rate Loan or such other Obligation, at a rate per annum equal to the sum of (A1) the Base Rate, as in effect from time to time as interest accrues, accrues plus (B2) the then Applicable Margin for Revolver Base Rate Loans;Margin, if a Revolving Credit Obligation, or the Term Base Rate Margin, if a Term Loan, applicable from time to time; and (iiB) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A1) the applicable Eurodollar Rate determined deter-mined for such Eurodollar Rate Loan for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by Revolver Eurodollar Rate Margin, if a Revolving Credit Obligation, or the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market RateTerm Eurodollar Rate Margin, as applicable; andif a Term Loan, applicable from time to time. (ivii) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a Notice of Borrowing or a Notice of ConversionConver-sion/Continuation Con- tinuation is delivered by the Borrower to the Administrative Collateral Agent; provided, however, neither the Borrower nor any Qualified Borrower may not select the a Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if (A) such Loan is to be made on the Closing Date or (B) at the time of such selection an Event of Default or a Potential Poten- tial Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loancontinuing. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Collateral Agent in accordance with the terms of this Agreement specifying Agree-ment speci-fying the basis for determining deter-min-ing the rate of interest on that day, then for that day interest inter-est on that Loan shall be determined by reference refer-ence to the Base Rateclause (i)(A) above.

Rate of Interest. All Loans and the outstanding principal balance of all other Obligations shall bear interest on the unpaid principal amount a2mount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: (i) If a Base Rate Loan or such other Obligation, at a rate per annum equal to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Base Rate Loans;; and (ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If an IBOR Rate Loan, at a rate per annum equal to the sum of (A) the IBOR Rate determined for the applicable IBOR Interest Period, plus (B) the then Applicable Margin for IBOR Rate Loans; (iv) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 2.2. or (B) the Money Market Rate, as applicable; and (ivv) If a Swingline an IBOR Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the IBOR Rate determined for the applicable IBOR Interest Period (determined as provided in Section 2.9(c). The applicable basis for determining if the rate of interest on related Money Market Borrowing were a Committed IBOR Rate Borrowing) plus (or minus) (2) the Loans shall be selected Money Market Margin quoted by the Borrower or the applicable Qualified Borrower at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may select the Eurodollar Rate as the applicable basis for determining the rate of interest on Lender making such a Money Market Loan if at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loan. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with Section 2.2. or (B) the terms of this Agreement specifying the basis for determining the rate of interest on that dayMoney Market Rate, then for that day interest on that Loan shall be determined by reference to the Base Rateas applicable.

Rate of Interest. All Loans and the outstanding principal balance of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: (i) If a Base Rate Loan or such an Obligation other Obligationthan a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Base Rate Loans;; and (ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a the Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower to the Administrative Agent; provided, however, neither that the Borrower nor any Qualified Borrower may not select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default has occurred and is continuing or an Event of Default would occur as a result of such selection; and provided further that the Borrower may not select the Eurodollar Rate for a Eurodollar Interest Period of more than thirty (30) days if at the time of such selection a Potential Event of Default has occurred and is continuing or a Potential Event of Default would occur or has occurred as a result of such selection; and is continuing and provided further provided that, that from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding mayshall, at the Administrative Agent’s 's option, convert to a Base Rate Loan. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then then, except as set forth in the last sentence of Section 5.1(c)(ii), for that day interest on that Loan shall be determined by reference to the Base Rate.

Rate of Interest. All Loans Subject to the provisions of subsections 2.6 and the outstanding principal balance of all other Obligations 2.7, each Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: through maturity (iwhether by acceleration or otherwise) If a Base Rate Loan or such other Obligation, at a rate per annum equal determined by reference to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Base Rate Loans; (ii) If a or the Adjusted Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans with respect to any Term Loan or any Revolving Loan shall be selected by the Borrower or the applicable Qualified Borrower Company initially at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by given with respect to such Loan pursuant to subsection 2.1B, and the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may select the Eurodollar Rate as the applicable basis for determining the interest rate with respect to any Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D; provided that Company may not select the Adjusted Eurodollar Rate until the earlier of interest on such a Loan if at (i) the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred date the Agent advises Company that the Term Loans have been fully syndicated and (ii) the date which is continuing and further provided that, from and two months after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate LoanRestatement Date. If on any day any a Term Loan or Revolving Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest on that dayinterest, then for that day interest on that Loan shall be bear interest determined by reference to the Base Rate. Subject to the provisions of subsections 2.2E and 2.7, the Tranche A Term Loans and the Revolving Loans shall bear interest through maturity as follows: (i) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Margin in effect from time to time; or (ii) if a Eurodollar Rate Loan, then at the sum of the Adjusted Eurodollar Rate plus the Applicable Margin in effect from time to time during the applicable Interest Period. Subject to the provisions of subsections 2.2E and 2.7, the Tranche B Term Loans shall bear interest through maturity as follows: (i) if a Base Rate Loan, then at the sum of the Base Rate plus 2.25% per annum; or (ii) if a Eurodollar Rate Loan, then at the sum of the Adjusted Eurodollar Rate plus 3.25% per annum.

Rate of Interest. All Loans and the outstanding principal balance Rate of all other Obligations shall bear interest Interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows:Floating Rate Notes (ia) If a Base Rate Loan or such other Obligation, at a The rate per annum equal to the sum of (A) the Base Rate, as in effect interest payable from time to time in respect of each class of the Floating Rate Notes and together with the rate of interest payable in respect of each class of the Fixed Rate Notes, the "Rates of Interest" will be in respect of the Floating Rate Notes and any Interest Period, the Compounded Daily ▇▇▇▇▇ determined by the Agent Bank as interest accrues, at the related Interest Determination Date plus (B) the then Applicable Margin for Base Rate Loans; (ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) from and including the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus Closing Date to (Band including) the then Applicable Optional Redemption Date, the Relevant Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) from (and excluding) the Money Market RateOptional Redemption Date, the Relevant Step-Up Margin, in each case, in respect of such class and in the event that the Rate of Interest is less than zero per cent., the Rate of Interest shall be deemed to be zero per cent. There will be no maximum Rate of Interest. In the event that the Rate of Interest cannot be determined in accordance with the following provisions by the Agent Bank, the Rate of Interest shall be (i) that determined as applicableat the last preceding Interest Determination Date (though substituting, where a different Relevant Margin is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Relevant Margin relating to the relevant Interest Period in place of the Relevant Margin relating to that last preceding Interest Period) or (ii) if there is no such preceding Interest Determination Date, the initial Rate of Interest which would have been applicable to the relevant Class of Floating Rate Notes for the first Interest Period had the Notes been in issue for a period equal in duration to the scheduled first Interest Period but ending on (and excluding) that first Interest Payment Date (but applying the Relevant Margin applicable to the first Interest Period); and (ivb) If a Swingline LoanIn these Conditions (except where otherwise defined), as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loan. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rate.expression:

Rate of Interest. All Loans and The rate of interest from time to time in respect of the outstanding principal balance 7-Year Floating Rate Notes (“Rate of all other Obligations shall bear interest Interest”) will be determined on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as followsfollowing basis: (i) If a Base On the second business day before the beginning of each Interest Period (the “Interest Determination Date”) the Calculation Agent will determine the offered rate for deposits in U.S. Dollars for the Interest Period concerned as at 11:00 a.m. (London time) on the Interest Determination Date in question, provided however that in the case of the first Interest Period, the Calculation Agent will determine the Rate Loan of Interest by reference to the relevant rate on December 12, 2003. Such offered rate will be that which appears on the display designated as page ”3750” on the Telerate Monitor (or such other Obligation, at a page or service as may replace it for the purpose of displaying London Interbank offered rates of major banks for U.S. Dollar deposits). The Rate of Interest for such Interest Period will be the aggregate of the Applicable Margin and the rate per annum equal to the sum of (A) the Base Ratewhich so appears, as in effect from time to time as interest accrues, plus (B) determined by the then Applicable Margin for Base Rate Loans;Calculation Agent. (ii) If, on an Interest Determination Date, no offered rate appears on page ”3750” on the Telerate Monitor as specified above, the Calculation Agent will request the principal London offices of each of four major banks in the London interbank market, as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotations for deposits in U.S. Dollars for the Interest Period concerned, to prime banks in the London interbank market at approximately 11:00 a.m. (London time) on the relevant Interest Determination Date and in an amount (not less than U.S.$l,000,000) that is representative of a single transaction in such market at such time. If a Eurodollar at least two such quotations are so provided, the Rate Loan, at a rate per annum equal of Interest for such Interest Period will be the aggregate of the Applicable Margin and the arithmetic mean (rounded upwards to the sum nearest 1/16 of (A1%) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans;of such quotations. (iii) If a Eurodollar Money Market Loanfewer than two quotations are so provided, at a rate per annum equal the Rate of Interest with respect to either such Interest Period will be the higher of (Ax) the sum aggregate of the Applicable Margin and the arithmetic mean (rounded upwards to the nearest 1/16 of 1%) of the Eurodollar Rate determined for the applicable Eurodollar rates quoted at approximately 11:00 a.m., New York City time, on such Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted Determination Date by the Lender making such Money Market Loan three major banks in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate City of interest on the Loans shall be New York selected by the Borrower or Calculation Agent for loans in U.S. Dollars to leading European banks for the applicable Qualified Borrower Interest Period concerned and in a principal amount (not less than U.S.$1,000,000) that is representative of a single transaction in such market at such time and (y) the time a Notice Rate of Borrowing or a Notice of Conversion/Continuation is delivered by Interest in effect for the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loan. If on any day any Loan is outstanding with respect last preceding Interest Period to which notice has not been timely delivered to one of the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan preceding subparagraphs (i) and (ii) shall be determined by reference to the Base Ratehave applied.

Rate of Interest. All Loans and the outstanding principal balance of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: (i) If a Base Rate Loan or such other Obligation, at a rate per annum equal to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Base Rate Loans;; and (ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a written Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower to the Administrative Agent; provided, however, neither that the Borrower nor any Qualified Borrower may not select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loan. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rate.

Rate of Interest. All Loans and the outstanding principal balance of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section SECTION 5.1(d), as follows: (i) If a Base Rate Loan or such other Obligation, at a rate per annum equal to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus PLUS (B) the then Applicable Margin for Base Rate Loans;; and (ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a the Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may not select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided thatFURTHER PROVIDED THAT, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s 's option, convert to a Base Rate Loan. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rate.

Rate of Interest. (i) All Revolving Loans, Term Loans and the ---------------- outstanding principal balance amount of all other Obligations (other than Swing Loans) shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d4.01(d), as follows:: --------------- (iA) If a Base Rate Loan or such other Obligation, at a rate per annum equal to the sum of (AI) the Base Rate, Rate as in effect from time to time as interest accrues, plus (BII) the then Applicable Margin for Base Rate Loans;Margin in effect at such time; and (iiB) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (AI) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (BII) the then Applicable Margin for Eurodollar Rate Loans;Margin in effect from time to time during such Eurodollar Interest Period. (iiiii) If a Eurodollar Money Market LoanAll Swing Loans shall bear interest on the unpaid amount thereof from the date such Loans are made until paid in full, except as otherwise provided in Section ------- 4.01 (d), at a rate per annum equal to either (A) the sum of (1I) the Eurodollar Base Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) in effect ------- from time to time as interest accrues, plus (or minus) (2II) the Money Market Applicable Base Rate Margin quoted by the Lender making ---- in effect at such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; andtime. (iviii) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may not select the -------- ------- Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if (x) such Loan is to be made on the Closing Date or (y) at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loancontinuing. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement hereof specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rate.

Rate of Interest. All Loans and the outstanding principal balance of all other Obligations shall bear The Borrower promises to pay ---------------- interest on the unpaid principal amount thereof of all Loans from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: (i) If a Base Rate Loan or such other Obligation, full at a fluctuating rate per annum equal to the sum of (A) the Base Rate, as in effect determined from time to time as interest accrues, plus (B) by reference to the then Applicable Margin for Base Rate Loans; (ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) or the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a Notice of Borrowing is given by the Borrower pursuant to Section 2.01(b) or --------------- at the time a Notice of Conversion/Continuation is delivered by the Borrower pursuant to Section 2.02(c); provided that the Administrative Agent; provided, however, neither the Borrower nor any Qualified --------------- Borrower may not select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loancontinuing. If on any day any a Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that dayinterest, then for that each such day interest on that such Loan shall be determined by reference a Base Rate Loan. The Loans shall bear interest, subject to Section 2.02(d), as follows: --------------- Loans shall bear interest from the Initial Funding Date until August 2, 1998 at a rate per annum for each day which is, (A) in the case of Base Rate Loans, equal to the Base Rate.Rate plus ================================================================== -30- 1. 00% and (B) in the case of Eurodollar Rate Loans, equal to the Eurodollar Rate determined for the applicable Interest Period plus 2.00%; thereafter, Loans shall bear interest as follows: 1) in the case of Base Rate Loans, then at a rate per annum for each day equal to the sum of (x) the Base Rate as in effect from time to time as interest accrues and

Rate of Interest. All Loans and the outstanding principal balance of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d) and 5.2(e), as follows: (i) If a Base Rate Loan or such other Obligation, at a rate per annum equal to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Base Rate Loans;; and (ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower Borrowers at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower Borrowers to the Administrative Agent; provided, however, neither that the Borrower nor any Qualified Borrower Borrowers may not select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loan. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rate.

Rate of Interest. All Loans and (a) If prior to the outstanding principal balance commencement of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as followsany Interest Period for a Eurodollar Borrowing: (i) If a Base the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate Loan or such other Obligation, at a rate per annum equal to the sum of (A) the Base LIBO Rate, as in effect from time to time as interest accruesapplicable, plus (Bincluding, without limitation, by means of an Interpolated Rate or because the LIBO Screen Rate is not available or published on a current basis) the then Applicable Margin for Base Rate Loans;such Interest Period; or (ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted Administrative Agent is advised by the Lender making such Money Market Loan in accordance with Section 2.2 Required Lenders that the Adjusted LIBO Rate or (B) the Money Market LIBO Rate, as applicable, for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; and (iv) If a Swingline Loan, then the Administrative Agent shall give written notice thereof to the Administrative Borrower and the Lenders through Electronic System as provided in Section 2.9(c). The applicable basis for determining 9.01 as promptly as practicable thereafter and, until the rate Administrative Agent notifies the Administrative Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of interest any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and any such Eurodollar Borrowing shall be repaid or converted to an ABR Borrowing as on the Loans last day of the Interest Period applicable thereto, and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be selected made as an ABR Borrowing. (b) If any Lender determines that any Requirement of Law has made it unlawful, or if any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain, fund or continue any Eurodollar Borrowing, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank market, then, on notice thereof by such Lender to the Administrative Borrower through the Administrative Agent, any obligations of such Lender to make, maintain, fund or continue Eurodollar Loans or to convert ABR Borrowings to Eurodollar Borrowings will be suspended until such Lender notifies the applicable Qualified Administrative Agent and the Administrative Borrower at that the time circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers will upon demand from such Lender (with a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower copy to the Administrative Agent; provided), howevereither convert or prepay all Eurodollar Borrowings of such Lender to ABR Borrowings, neither either on the Borrower nor last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such Loans. Upon any Qualified Borrower such conversion or prepayment, the Borrowers will also pay accrued interest on the amount so converted or prepaid. (c) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but either (w) the supervisor for the administrator of the LIBO Screen Rate has made a public statement that the administrator of the LIBO Screen Rate is insolvent (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (x) the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (y) the supervisor for the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Screen Rate may select the Eurodollar Rate as the applicable basis no longer be used for determining interest rates for loans, then the Administrative Agent and the Administrative Borrower shall endeavor to establish an alternate rate of interest on to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a Loan if at change of the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further Applicable Rate); provided that, from and after if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the occurrence purposes of an Event this Agreement. Notwithstanding anything to the contrary in Section 9.02, such amendment shall become effective without any further action or consent of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert any other party to a Base Rate Loan. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (c) (but, in the terms case of the circumstances described in clause (ii)(w), clause (ii)(x) or clause (ii)(y) of the first sentence of this Agreement specifying clause (c), only to the basis extent the LIBO Screen Rate for determining such Interest Period is not available or published at such time on a current basis), (x) any Interest Election Request that requests the rate conversion of interest on that dayany Borrowing to, then for that day interest on that Loan or continuation of any Borrowing as, a Eurodollar Borrowing shall be determined ineffective and any such Eurodollar Borrowing shall be repaid or converted into an ABR Borrowing on the last day of the then current Interest Period applicable thereto, and (y) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.” (f) Section 5.01 of the Existing Credit Agreement shall be amended by reference to (i) deleting the Base Rateword “and” from the end of clause (j), (ii) replacing the “.” with “; and” at the end of clause (k), and (iii) inserting the following new clause (l) after clause (k):

Rate of Interest. All Loans Subject to the provisions of subsections 2.6 and the outstanding principal balance of all other Obligations 2.8, each Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: through maturity (iwhether by acceleration or otherwise) If a Base Rate Loan or such other Obligation, at a rate per annum equal determined by reference to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Base Rate Loans; (ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c)Adjusted LIBOR. The applicable basis for determining the rate of interest on the Loans with respect to any Term Loan or any Revolving Loan shall be selected by the applicable Borrower or the applicable Qualified Borrower initially at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by given with respect to such Loan pursuant to subsection 2.1B, and the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may select the Eurodollar Rate as the applicable basis for determining the interest rate of interest on such a with respect to any Term Loan if at the or any Revolving Loan may be changed from time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loan. time pursuant to subsection 2.2D. If on any day any a Term Loan or Revolving Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest on that dayinterest, then for that day interest on that Loan shall be bear interest determined by reference to the Base Rate. (a) Subject to the provisions of subsections 2.2E and 2.8, the Term Loans shall bear interest through maturity as follows: (I) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the Consolidated Leverage Ratio for the four-Fiscal Quarter period for which the applicable Margin Determination Certificate has been delivered pursuant to subsection 6.l(iv); or (II) if a LIBOR Loan, then at the sum of Adjusted LIBOR plus the LIBOR Margin set forth in the table below opposite the Consolidated Leverage Ratio for the four-Fiscal Quarter period for which the applicable Margin Determination Certificate has been delivered pursuant to subsection 6.1 (iv): Consolidated Leverage Ratio Applicable LIBOR Applicable Base --------------------------- Margin Rate Margin ------ ----------- Greater than or equal to 3.0:1.00 2.50% 1.50% Less than 3.0:1.00 2.25% 1.25% provided that, for the first six months after the Closing Date, the applicable margin for Term Loans that are LIBOR Loans shall be 2.50% per annum and for Term Loans that are Base Rate Loans shall be 1.50% per annum. (b) Subject to the provisions of subsections 2.2E and 2.8, the Revolving Loans shall bear interest through maturity as follows: (I) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the Consolidated Leverage Ratio for the four-Fiscal Quarter period for which the applicable Margin Determination Certificate has been delivered pursuant to subsection 6.1(iv); or (II) if a LIBOR Loan, then at the sum of the Adjusted LIBOR plus the LIBOR Margin set forth in the table below Opposite the Consolidated Leverage Ratio for the four-Fiscal Quarter period for which the applicable Margin Determination Certificate has been delivered pursuant to subsection 6.1(iv): Consolidated Leverage Ratio Applicable LIBOR Applicable Base --------------------------- Margin Rate Margin ------ ----------- Greater than or equal to 3.0:1.00 2.25% 1.25% Greater than or equal to 2.5:1.00 but less than 3.0:1.00 2.00% 1.00% Less than 2.5:1.00 1.75% 0.75% provided that, for the first six months after the Closing Date, the applicable margin for Revolving Loans that are LIBOR Loans shall be 2.25% per annum and for Revolving Loans that are Base Rate Loans shall be 1.25% per annum. Upon delivery of the Margin Determination Certificate by Company to Administrative Agent pursuant to subsection 6.1(iv), the applicable margins shall automatically be adjusted in accordance with such Margin Determination Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Margin Determination Certificate; provided that, for the period commencing on the Business Day following the date that is six months after the Closing Date, the applicable margins shall be determined by reference to the Margin Determination Certificate most recently received by Administrative Agent and provided further that, if at any time a Margin Determination Certificate is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Margin Determination Certificate was required to be delivered until delivery of such Margin Determination Certificate, such applicable margins shall be the maximum percentage amount for the relevant Loan set forth above.

Rate of Interest. (i) All Revolving Loans, Term Loans and the outstanding principal balance amount of all other Obligations (other than Swing Loans) shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d4.01(d), as follows: (iA) If a Base Rate Loan or such other Obligation, at a rate per annum equal to the sum of (AI) the Base Rate, Rate as in effect from time to time as interest accrues, plus (BII) the then Applicable Margin for Base Rate Loans;Margin in effect at such time; and (iiB) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (AI) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (BII) the then Applicable Margin for Eurodollar Rate Loans;Margin in effect from time to time during such Eurodollar Interest Period. (iiiii) If a Eurodollar Money Market LoanAll Swing Loans shall bear interest on the unpaid amount thereof from the date such Loans are made until paid in full, except as otherwise provided in Section 4.01(d), at a rate per annum equal to either (A) the sum of (1I) the Eurodollar Base Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) in effect from time to time as interest accrues, plus (or minus) (2II) the Money Market Applicable Base Rate Margin quoted by the Lender making in effect at such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; andtime. (iviii) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may not select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if (x) such Loan is to be made on the Closing Date or (y) at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loancontinuing. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement hereof specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rate.

Rate of Interest. All Loans and the outstanding principal balance of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(dSECTION 4.1(d), as follows: (i) If a Base Rate Loan or such an Obligation other Obligationthan a Eurocurrency Rate Loan, at a rate per annum equal to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus PLUS (B) the then Applicable Margin for Base Rate Loans;; and (ii) If a Eurodollar Eurocurrency Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Eurocurrency Rate determined for the applicable Eurodollar Interest Period, plus PLUS (B) the then Applicable Margin for Eurodollar Eurocurrency Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower to the Administrative Agent; providedPROVIDED, howeverHOWEVER, neither that the Borrower nor any Qualified Borrower may not select the Eurodollar Eurocurrency Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided thatFURTHER PROVIDED, that from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar LIBOR Rate Loan then outstanding may, at the Administrative Agent’s 's option, convert to a Base Rate Loan. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan the Borrower shall be determined by reference deemed to have submitted a Notice of Conversion/Continuation with respect to the full amount of such LIBOR Loan requesting a Base RateRate Loan. From and after the occurrence of an Event of Default, the Administrative Agent may, or upon request of the Requisite Lenders holding Revolving Credit Tranche B Commitments shall, require that each Optional Currency Loan then outstanding be repaid by means of a Base Rate Borrowing in the amount of the Dollar Equivalent of such Optional Currency Loan.

Rate of Interest. (i) All Revolving Loans and the outstanding principal balance amount of all other Obligations (other than Swing Loans and Term Loans) shall bear interest on the unpaid principal amount thereof from the date such Revolving Loans are made and or such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d4.01(d), as follows: (iA) If a Base Rate Loan or such other Obligation, at a rate per annum equal to the sum of (AI) the Base Rate, Rate as in effect from time to time as interest accruestime, plus (BII) the then Applicable Margin for Revolving Loan Base Rate Loans;Margin in effect at such time; and (iiB) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (AI) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (BII) the then Applicable Margin for Revolving Eurodollar Rate Loans;Margin in effect from time to time during such Eurodollar Interest Period. (iiiii) All Term A Loans shall bear interest on the unpaid amount thereof from the date such Term A Loans are made until paid in full, except as otherwise provided in Section 4.01(d), as follows: (A) If a Eurodollar Money Market Base Rate Loan, at a rate per annum equal to either (A) the sum of (1I) the Base Rate as in effect from time to time, plus (II) the Applicable Term A Loan Base Rate Margin in effect at such time; and (B) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (I) the Eurodollar Rate determined for the applicable Eurodollar Interest Period Period, plus (determined as if II) the related Money Market Borrowing were a Committed Applicable Term A Loan Eurodollar Rate BorrowingMargin in effect from time to time during such Eurodollar Interest Period. (iii) All Term B Loans shall bear interest on the unpaid amount thereof from the date such Term B Loans are made until paid in full, except as otherwise provided in Section 4.01(d), as follows: (A) If a Base Rate Loan, at a rate per annum equal to the sum of (I) the Base Rate as in effect from time to time, plus (or minus) (2II) the Money Market Applicable Term B Loan Base Rate Margin quoted by the Lender making in effect at such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicabletime; and (ivB) If a Swingline Eurodollar Rate Loan, at a rate per annum equal to the sum of (I) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (II) the Applicable Term B Loan Eurodollar Rate Margin in effect from time to time during such Eurodollar Interest Period. (iv) All Swing Loans shall bear interest on the unpaid amount thereof from the date such Swing Loans are made until paid in full, except as otherwise provided in Section 2.9(c4.01(d). The applicable basis for determining the , at a rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower per annum equal to the Administrative Agent; provided, however, neither sum of (I) the Borrower nor any Qualified Borrower may select the Eurodollar Base Rate as in effect from time to time, plus (II) the applicable basis for determining the rate of interest on such a Applicable Revolving Loan if at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loan. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent Margin in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rateeffect at such time minus 0.25%.

Rate of Interest. All Loans and the outstanding principal balance of all other Obligations (1) The Term Loan shall bear interest on (the unpaid principal amount thereof "Term Loan Interest Rate") from the date such Loans are the Term Loan is made and such other Obligations are due and payable until to the date paid in full, except as otherwise provided in Section 5.1(d), as follows: (i) If a Base Rate Loan or such other Obligation, at a rate per annum equal to (i) in the sum case of (A) a LIBOR Term Loan, LIBOR plus the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Term Loan Margin for Base Rate Loans; and (ii) If in the case of a Eurodollar Base Rate Term Loan, at a rate per annum equal to the sum of (A) Base Rate plus the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Term Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c)Margin. The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower initially at the time a Notice of the Borrowing Request is given pursuant to subsection 2.1(D)(1). (2) The Revolving Loans and all other Obligations (other than the Term Loan) shall bear interest (the "Revolving Loan Interest Rate") from the date such Revolving Loans are made or a Notice of Conversion/Continuation is delivered by the Borrower such other Obligations become due to the Administrative Agent; provideddate paid at a rate per annum equal to (i) in the case of a Base Rate Revolving Loan and other Obligations for which no other interest rate is specified, howeverthe Base Rate plus the Applicable Revolving Loan Margin and (ii) in the case of a LIBOR Revolving Loan, neither LIBOR plus the Borrower nor any Qualified Borrower may select the Eurodollar Rate as the Applicable Revolving Loan Margin. The applicable basis for determining the rate of interest on such a Loan if shall be selected by Borrower initially at the time of such selection an Event of Default a Borrowing Request is given pursuant to subsection 2.1(D)(1). (3) The basis for determining the interest rate with respect to any Loan or a Potential Event portion of Default would occur or has occurred and is continuing and further provided that, any Loan may be changed from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert time to a Base Rate Loantime pursuant to subsection 2.2(D). If on any day a Loan or a portion of any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Collateral Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that dayinterest, then for that day interest on that Loan or portion thereof shall be bear interest determined by reference to the Base Rate. (4) After the occurrence and during the continuance of an Event of Default (i) the Loans and all other Obligations shall, unless Requisite Lenders otherwise determine, bear interest at a rate per annum equal to two percent (2%) plus the otherwise applicable Interest Rate (the "Default Rate"), (ii) each LIBOR Loan shall automatically convert to a Base Rate Loan at the end of any applicable Interest Period and (iii) no Loans may be converted to LIBOR Loans.

Rate of Interest. All Loans and the outstanding principal balance of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: (i) If a Base Rate Loan or such other Obligation, at a rate per annum equal to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Base Rate Loans;; and (ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If an IBOR Rate Loan, at a rate per annum equal to the sum of (A) the IBOR Rate determined for the applicable IBOR Interest Period, plus (B) the then Applicable Margin for IBOR Rate Loans; (iv) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 2.2. or (B) the Money Market Rate, as applicable; (v) If an IBOR Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the IBOR Rate determined for the applicable IBOR Interest Period (determined as if the related Money Market Borrowing were a Committed IBOR Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2. or (B) the Money Market Rate, as applicable; and (ivvi) If a Swingline LoanLoan at the Offered Rate, as provided in Section 2.9(c)at the Offered Rate. The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may not select the Eurodollar Rate or the IBOR Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan and IBOR Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loan. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rate.

Rate of Interest. All Loans Subject to the provisions of subsections 2.6 and the outstanding principal balance of all other Obligations 2.7, each Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: through maturity (iwhether by acceleration or otherwise) If a Base Rate Loan or such other Obligation, at a rate per annum equal determined by reference to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Base Rate Loans; (ii) If a or the Adjusted Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans with respect to any Term Loan or any Revolving Loan shall be selected by the Borrower or the applicable Qualified Borrower initially at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by given with respect to such Loan pursuant to subsection 2.1B, and the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may select the Eurodollar Rate as the applicable basis for determining the interest rate of interest on such a with respect to any Term Loan if at the or any Revolving Loan may be changed from time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loan. time pursuant to subsection 2.2D. If on any day any a Term Loan or Revolving Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest on that dayinterest, then for that day interest on that Loan shall be bear interest determined by reference to the Base Rate. Subject to the provisions of subsections 2.2E and 2.7, the Tranche A Term Loans, the Tranche B Term Loans and the Revolving Loans shall bear interest through maturity as follows: (i) if a Base Rate Loan, then at the sum of the Base Rate PLUS the Applicable Base Rate Margin for such class of Loans; or (ii) if a Eurodollar Rate Loan, then at the sum of the Adjusted Eurodollar Rate PLUS the Applicable Eurodollar Rate Margin for such class of Loans. Upon delivery of the Margin Determination Certificate by Borrower to Administrative Agent pursuant to subsection 6.1(xviii), the Applicable Base Rate Margin and Applicable Eurodollar Rate Margin shall automatically be adjusted in accordance with such Margin Determination Certificate, such adjustment to become effective on the next succeeding Margin Reset Date; PROVIDED that (1) at any time a Margin Determination Certificate is not delivered at the time required pursuant to subsection 6.1(xviii), from the Margin Reset Date next succeeding the time such Margin Determination Certificate was required to be delivered until delivery of such Margin Determination Certificate, the Applicable Base Rate Margin and the Applicable Eurodollar Rate Margin shall be the highest percentage provided for in the pricing matrix set forth in the definitions thereof, and (2) if a Margin Determination Certificate erroneously indicates an applicable margin more favorable to Borrower than should be afforded by the actual calculation of the Consolidated Total Leverage Ratio, Borrower shall promptly pay additional interest and letter of credit fees to correct for such error.

Rate of Interest. All Loans Subject to the provisions of subsections 2.6 and the outstanding principal balance of all other Obligations 2.7, each Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: through maturity (iwhether by acceleration or otherwise) If a Base Rate Loan or such other Obligation, at a rate per annum equal determined by reference to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Base Rate Loans; or the Adjusted Eurodollar Rate. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (iiwhether by acceleration or otherwise) If a Eurodollar Rate Loan, at a rate per annum equal determined by reference to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Canadian Prime Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans with respect to any Term Loan or any Revolving Loan shall be selected by the Borrower or the applicable Qualified Borrower Company initially at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by given with respect to such Loan pursuant to subsection 2.1B, and the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may select the Eurodollar Rate as the applicable basis for determining the interest rate of interest on such a with respect to any Term Loan if at the or any Revolving Loan may be changed from time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loan. time pursuant to subsection 2.2D. If on any day any a Term Loan or Revolving Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest on that dayinterest, then for that day interest on that Loan shall be bear interest determined by reference to the Base Rate. (i) Subject to the provisions of subsections 2.2E and 2.7, Tranche A Term Loans and Revolving Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Base Rate Margin for Tranche A Term Loans; or (b) if a Eurodollar Rate Loan, then at the sum of the Adjusted Eurodollar Rate plus the Applicable Eurodollar Rate Margin for Tranche A Term Loans. (ii) Subject to the provisions of subsections 2.2E and 2.7, the AXELs Series B shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Base Rate Margin for AXELs Series B; or (b) if a Eurodollar Rate Loan, then at the sum of the Adjusted Eurodollar Rate plus the Applicable Eurodollar Rate Margin for AXELs Series B. (iii) Subject to the provisions of subsections 2.2E and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Canadian Prime Rate plus the Applicable Base Rate Margin for Tranche A Term Loans.

Rate of Interest. All Loans Subject to the provisions of subsections 2.6 and the outstanding principal balance of all other Obligations 2.7, each Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: through maturity (iwhether by acceleration or otherwise) If a Base Rate Loan or such other Obligation, at a rate per annum equal determined by reference to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Alternate Base Rate Loans; or the Adjusted Eurodollar Rate. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (iiwhether by acceleration or otherwise) If a Eurodollar Rate Loan, at a rate per annum equal determined by reference to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Alternate Base Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the with respect to any Term Loans or any Revolving Loan shall be selected by the Borrower or the applicable Qualified Borrower Company initially at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by given with respect to such Loans pursuant to subsection 2.1B, and the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may select the Eurodollar Rate as the applicable basis for determining the interest rate of interest on such a with respect to any Term Loans or any Revolving Loan if at the may be changed from time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loan. time pursuant to subsection 2.2D. If on any day any a Tranche A Term Loan, Tranche B Term Loan or Revolving Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest on that dayinterest, then for that day interest on that Loan shall be bear interest determined by reference to the Alternate Base Rate. Subject to the provisions of subsections 2.2E and 2.7, the Term Loans and the Revolving Loans shall bear interest through maturity as follows: (i) if an Alternate Base Rate Loan, then at the sum of the Alternate Base Rate and the applicable Base Rate Margin set forth in the table below opposite the Consolidated Leverage Ratio for the four-Fiscal Quarter period ending on the date for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iii): APPLICABLE ALTERNATE BASE RATE MARGIN (PER ANNUM) ------------------------------------------------------ Tranche A Term Loans and Revolving Tranche B Term Loans Loans ------------------------------------ -------------- At any time At any time Company is not Company is rated rated Investment Investment CONSOLIDATED LEVERAGE RATIO Grade Grade At any time -------------------------------------------------- ---------------- ---------------- -------------- Greater than or equal to 3.0x 1.000% 0.750% 0.250% Greater than or equal to 2.5x but less than 3.0x 0.750% 0.500% 0.250% Greater than or equal to 1.75x but less than 2.5x 0.500% 0.250% 0.250% Greater than or equal to 1.25x but less than 1.75x 0.250% 0% 0.250% Less than 1.25x 0% 0% 0.250% provided, that until the date on which the Compliance Certificate is delivered pursuant to subsection 6.1(iii) for the Fiscal Quarter ended March 31, 2004, the Base Rate Margin shall be 0.250% for Revolving Loans, Tranche A Term Loans and Tranche B Term Loans. (ii) if a Eurodollar Rate Loan, then at the sum of the Adjusted Eurodollar Rate and the applicable Eurodollar Rate Margin set forth in the table below, opposite the Consolidated Leverage Ratio for the four-Fiscal Quarter period ending on the date for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iii): APPLICABLE EURODOLLAR RATE MARGIN (PER ANNUM) ------------------------------------------------------ Tranche A Term Loans and Revolving Tranche B Term Loans Loans ------------------------------------ -------------- At any time At any time Company is not Company is rated rated Investment Investment CONSOLIDATED LEVERAGE RATIO Grade Grade At any time -------------------------------------------------- ---------------- ---------------- -------------- Greater than or equal to 3.0x 2.250% 2.000% 1.500% Greater than or equal to 2.5x but less than 3.0x 2.000% 1.750% 1.500% Greater than or equal to 1.75x but less than 2.5x 1.750% 1.500% 1.500% Greater than or equal to 1.25x but less than 1.75x 1.500% 1.125% 1.500% Greater than or equal to 0.75x but less than 1.25x 1.250% 0.750% 1.500% Less than 0.75x 1.000% 0.750% 1.500% provided, that until the date on which the Compliance Certificate is delivered pursuant to subsection 6.1(iii) for the Fiscal Quarter ended March 31, 2004, the Eurodollar Rate Margin shall be 1.500% per annum for Revolving Loans, Tranche A Term Loans and Tranche B Term Loans. Upon delivery of the Compliance Certificate by Company to Administrative Agent pursuant to subsection 6.1(iii), the applicable Base Rate Margin and Eurodollar Rate Margin shall automatically be adjusted in accordance with such Compliance Certificate, such adjustment to become effective on the next succeeding Business Day following receipt by Administrative Agent of such Compliance Certificate; provided, that if at any time a Compliance Certificate is not delivered at the time required pursuant to subsection 6.1(iii), from the time such Compliance Certificate was required to be delivered until delivery of such Compliance Certificate, such applicable Base Rate Margin and Eurodollar Rate Margin shall be the maximum percentage amount until such Compliance Certificate is delivered. Subject to the provisions of subsections 2.2E and 2.7, any Swing Line Loans provided to Company shall bear interest through maturity at the rate then applicable to Revolving Loans pursuant to subsection 2.2A(i).

Rate of Interest. All Loans and the Amounts outstanding principal balance of all other Obligations shall under this Note will bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: (i) If a Base Rate Loan or such other Obligation, at a rate per annum which is at all times equal to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, Daily LIBOR Rate plus (B) the then Applicable Margin for Base Rate Loans; (ii) If a Eurodollar Rate Loan, at a rate per annum equal applicable “LIBOR Margin” as set forth in the table below and determined based upon the Borrower’s ratio of Funded Debt to EBITDA as defined and calculated pursuant to the sum Loan Agreement executed by the Borrower in favor of the Bank as of December , 2012 (A“Loan Agreement”). From the date of this Note until the Funded Debt to EBITDA Ratio is determined based upon ▇▇▇▇▇▇▇▇’s Financial Statements (as defined in the Loan Agreement) the Eurodollar Rate determined for the applicable Eurodollar Interest Periodperiod ending March 31, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan2013, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market LIBOR Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c)shall be 2.75%. The applicable basis for determining the rate of interest on the Loans LIBOR Margin shall be selected by adjusted as of the 1st day of the second month following quarter end, provided that if Borrower or fails to timely provide Financial Statements as required in the Loan Agreement, the applicable Qualified Borrower at the LIBOR Margin shall be 2.75% until such time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred Bank receives Borrower’s Financial Statements and is continuing and further able to determine the Funded Debt to EBITDA ratio, provided that, that nothing herein shall prevent Bank from and after charging the Default Rate pursuant section 5 below upon the occurrence and during the continuation of an Event of Default or a Potential Event (as hereinafter defined) hereunder. Interest hereunder will be calculated based on the actual number of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loan. If on any day any Loan days that principal is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms over a year of this Agreement specifying the basis for determining 360 days. In no event will the rate of interest on that dayhereunder exceed the maximum rate allowed by law. Funded Debt / EBITDA LIBOR Margin Unused Commitment Fee > 2.50:1.00 Default Default > 1.75:1.00 and < 2.50:1.00 2.25% 20bps > 1.00:1.00 and < 1.75:1.00 1.75% 20bps < 1.00:1.00 1.25% 20bps If the Bank determines (which determination shall be final and conclusive) that, by reason of circumstances affecting the eurodollar market generally, deposits in dollars (in the applicable amounts) are not being offered to banks in the eurodollar market for the selected term, or adequate means do not exist for ascertaining the Daily LIBOR Rate, then the Bank shall give notice thereof to the Borrower. Thereafter, until the Bank notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the interest rate for that day interest on that Loan all amounts outstanding under this Note shall be determined by reference equal to the Base Rate (the “Alternate Rate.”). In addition, if, after the date of this Note, the Bank shall determine (which determination shall be final and conclusive) that any enactment, promulgation or adoption of or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by a governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any guideline, request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for the Bank to make or maintain or fund loans based on the Daily LIBOR Rate, the Bank shall notify the Borrower. Upon receipt of such notice, until the Bank notifies the Borrower that the circumstances giving rise to such determination no longer apply, the interest rate on all amounts outstanding under this Note shall be the Alternate Rate. For purposes hereof, the following terms shall have the following meanings:

Rate of Interest. All Loans and the outstanding principal balance of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: (i) If a Base Rate Loan or such an Obligation other Obligationthan a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Base Rate Loans;; and (ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may not select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loan. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rate.

Rate of Interest. All Loans Subject to the provisions of subsections 2.6 and the outstanding principal balance of all other Obligations 2.7, each Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: through maturity (iwhether by acceleration or otherwise) If a Base Rate Loan or such other Obligation, at a rate per annum equal determined by reference to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Base Rate Loans; (ii) If a or the Adjusted Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans with respect to any Term Loan or any Revolving Loan shall be selected by the Borrower or the applicable Qualified Borrower Borrowers initially at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by given with respect to such Loan pursuant to subsection 2.1B, and the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may select the Eurodollar Rate as the applicable basis for determining the interest rate of interest on such a with respect to any Term Loan if at the or any Revolving Loan may be changed from time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loan. time pursuant to subsection 2.2D. If on any day any a Term Loan or Revolving Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest on that dayinterest, then for that day interest on that Loan shall be bear interest determined by reference to the Base Rate. (i) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Revolving Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the Consolidated Senior Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv); or (b) if a Eurodollar Rate Loan, then at the sum of the Adjusted Eurodollar Rate plus the Eurodollar Rate Margin set forth in the table below opposite the Consolidated Senior Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv); ------------------------------------------------------------------------------------------------- Revolving Loan Applicable Margins ------------------------------------------------------------------------------------------------- ------------------------------------------------------ ----------------------- ------------------ Consolidated Eurodollar Rate Base Senior Leverage Ratio Margin Rate Margin ------------------------------------------------------ ----------------------- ------------------ ------------------------------------------------------ ----------------------- ------------------ Greater than or equal to 2.00:1.00 3.75% 2.75% ------------------------------------------------------ ----------------------- ------------------ ------------------------------------------------------ ----------------------- ------------------ Greater than or equal to 1.50:1.00 but less than 2.00:1.00 3.50% 2.50% ------------------------------------------------------ ----------------------- ------------------ ------------------------------------------------------ ----------------------- ------------------ Greater than or equal to 1.00:1.00 but less than 1.50:1.00 3.25% 2.25% ------------------------------------------------------ ----------------------- ------------------ ------------------------------------------------------ ----------------------- ------------------ Less than 1.00:1.00 3.00% 2.00% ------------------------------------------------------ ----------------------- ------------------ provided that the applicable margin for Revolving Loans that are Eurodollar Rate Loans shall be 3.50% per annum and the applicable margin for Revolving Loans that are Base Rate Loans shall be 2.50% per annum until the delivery of the first Compliance Certificate after the six-month anniversary of the Closing Date. (ii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus 3.50% per annum; provided that, if the outstanding principal balance of the Term Loan on the six-month anniversary of the Closing Date equals or exceeds $50,000,000, the interest rate thereafter shall be the sum of the Base Rate plus 4.00% per annum until such time as the outstanding aggregate principal balance of the Term Loans is reduced below $50,000,000, or (b) if a Eurodollar Rate Loan, then at the sum of the Adjusted Eurodollar Rate plus 4.50% per annum; provided that, if the outstanding principal balance of the Term Loan on the six-month anniversary of the Closing Date equals or exceeds $50,000,000, the interest rate thereafter shall be the sum of the Adjusted Eurodollar Rate plus 5.00% per annum until such time as the outstanding aggregate principal balance of the Term Loans is reduced below $50,000,000. (iii) Upon delivery of a Compliance Certificate by Borrowers to Agent pursuant to subsection 6.1(iv), the Base Rate Margin and the Eurodollar Rate Margin provided in subsection 2.2A(i) shall automatically be adjusted in accordance with such Compliance Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Agent of such Compliance Certificate (subject to the provisions of the foregoing clause (i)); provided that, if at any time a Compliance Certificate is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Compliance Certificate was required to be delivered until delivery of such Compliance Certificate, the applicable margins shall be the maximum percentage amount for the relevant Loan set forth above.

Rate of Interest. All Loans Subject to the provisions of subsections 2.6 and the outstanding principal balance of all other Obligations 2.7, each Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: through maturity (iwhether by acceleration or otherwise) If a Base Rate Loan or such other Obligation, at a rate per annum equal determined by reference to the sum Base Rate or the Adjusted Eurodollar Rate. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (Awhether by acceleration or otherwise) at a rate determined by reference to the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Base Rate Loans; (ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans with respect to any Term Loan or any Revolving Loan shall be selected by the Borrower or the applicable Qualified Borrower Company initially at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by given with respect to such Loan pursuant to subsection 2.1B, and the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may select the Eurodollar Rate as the applicable basis for determining the interest rate of interest on such a with respect to any Term Loan if at the or any Revolving Loan may be changed from time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loan. time pursuant to subsection 2.2D. If on any day any a Term Loan or Revolving Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest on that dayinterest, then for that day interest on that Loan shall be bear interest determined by reference to the Base Rate. (i) Subject to the provisions of subsections 2.2E and 2.7, the Tranche A Term Loans and the Revolving Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus 2.00% per annum minus the Applicable Pricing Discount, if any; or (b) if a Eurodollar Rate Loan, then at the sum of the Adjusted Eurodollar Rate plus 3.00% per annum minus the Applicable Pricing Discount, if any. (ii) Subject to the provisions of subsections 2.2E and 2.7, the Tranche B Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus 2.50% per annum; or (b) if a Eurodollar Rate Loan, then at the sum of the Adjusted Eurodollar Rate plus 3.50% per annum. (iii) Subject to the provisions of subsections 2.2E and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus 1.50% per annum minus the Applicable Pricing Discount, if any.

Rate of Interest. All Loans and the outstanding principal ---------------- balance of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows:------- 5.1 (i1) If a Base Rate Loan or such other Obligation, at a rate per annum equal to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Base Rate Loans;; ---- and (ii2) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate ---- Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a the Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may not select the Eurodollar Rate as the -------- ------- applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and ------- -------- ---- after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s 's option, convert to a Base Rate Loan. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rate.

Rate of Interest. All Loans and the outstanding principal ---------------- balance of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows:: -------------- (i) If a Base Rate Loan or such other Obligation, at a rate per annum equal to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Applicalbe ---- Margin for Base Rate Loans;; and (ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin ---- for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may not select the -------- ------- Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loancontinuing. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rate.

Rate of Interest. All Loans Subject to the provisions of subsections 2.6 and the outstanding principal balance of all other Obligations 2.7, each Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: through maturity (iwhether by acceleration or otherwise) If a Base Rate Loan or such other Obligation, at a rate per annum equal determined by reference to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Alternate Base Rate Loans; or the Adjusted Eurodollar Rate. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (iiwhether by acceleration or otherwise) If a Eurodollar Rate Loan, at a rate per annum equal determined by reference to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Alternate Base Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the with respect to any Term Loans or any Revolving Loan shall be selected by the Borrower or the applicable Qualified Borrower Company initially at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by given with respect to such Loans pursuant to subsection 2.1B, and the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may select the Eurodollar Rate as the applicable basis for determining the interest rate of interest on such a with respect to any Term Loans or any Revolving Loan if at the may be changed from time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loan. time pursuant to subsection 2.2D. If on any day any a Tranche A Term Loan, Tranche B Term Loan or Revolving Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest on that dayinterest, then for that day interest on that Loan shall be bear interest determined by reference to the Alternate Base Rate. Subject to the provisions of subsections 2.2E and 2.7, the Term Loans and the Revolving Loans shall bear interest through maturity as follows: (i) if an Alternate Base Rate Loan, then at the sum of the Alternate Base Rate and the applicable Base Rate Margin set forth in the table below opposite the Consolidated Leverage Ratio for the four-Fiscal Quarter period ending on the date for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iii): APPLICABLE ALTERNATE BASE RATE MARGIN (PER ANNUM) ============================================== Revolving Loans and Tranche B CONSOLIDATED LEVERAGE RATIO Tranche A Term Loans Term Loans ===================================================== ====================== ====================== Greater than 3.25x 1.250% 2.000% ----------------------------------------------------- ----------------------- ---------------------- Greater than 2.75x but equal to or less than 3.25x 0.750% 1.750% ----------------------------------------------------- ----------------------- ---------------------- Greater than 2.00x but equal to or less than 2.75x 0.500% 1.750% ----------------------------------------------------- ----------------------- ---------------------- Greater than 1.50x but equal to or less than 2.00x 0.250% 1.750% ----------------------------------------------------- ----------------------- ---------------------- Equal to or less than 1.50x 0.250% 1.750% ----------------------------------------------------- ----------------------- ---------------------- provided, that until the earlier of August 15, 1999 or the date on which the first Compliance Certificate is delivered pursuant to subsection 6.1(iii) for the Fiscal Quarter ended June 30, 1999, the Base Rate Margin shall be 1.25% for Revolving Loans and Tranche A Term Loans and 2.00% for Tranche B Term Loans. (ii) if a Eurodollar Rate Loan, then at the sum of the Adjusted Eurodollar Rate and the applicable Eurodollar Rate Margin set forth in the table below, opposite the Consolidated Leverage Ratio for the four-Fiscal Quarter period ending on the date for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iii): APPLICABLE EURODOLLAR RATE MARGIN (PER ANNUM) =============================================== Revolving Loans and Tranche B CONSOLIDATED LEVERAGE RATIO Tranche A Term Loans Term Loans ====================================================== ======================== ====================== Greater than 3.25x 2.750% 3.500% ------------------------------------------------------- ------------------------ ---------------------- Greater than 2.75x but equal to or less than 3.25x 2.250% 3.250% ------------------------------------------------------- ------------------------ ---------------------- Greater than 2.00x but equal to or less than 2.75x 2.000% 3.250% ------------------------------------------------------- ------------------------ ---------------------- Greater than 1.50x but equal to or less than 2.00x 1.500% 3.250% ------------------------------------------------------- ------------------------ ---------------------- Equal to or less than 1.50x 1.000% 3.250% ======================================================= ======================== ====================== provided, that until the earlier of August 15, 1999 or the date on which the first Compliance Certificate is delivered pursuant to subsection 6.1(iii) for the Fiscal Quarter ended June 30, 1999, the Eurodollar Rate Margin shall be 2.75% per annum for Revolving Loans and Tranche A Term Loans and 3.50% for Tranche B Term Loans. Upon delivery of the Compliance Certificate by Company to Administrative Agent pursuant to subsection 6.1(iii), the applicable Base Rate Margin and Eurodollar Rate Margin shall automatically be adjusted in accordance with such Compliance Certificate, such adjustment to become effective on the next succeeding Business Day following receipt by Administrative Agent of such Compliance Certificate; provided, that if at any time a Compliance Certificate is not delivered at the time required pursuant to subsection 6.1(iii), from the time such Compliance Certificate was required to be delivered until delivery of such Compliance Certificate, such applicable Base Rate Margin and Eurodollar Rate Margin shall be the maximum percentage amount until such Compliance Certificate is delivered. Subject to the provisions of subsections 2.2E and 2.7, any Swing Line Loans provided to Company shall bear interest through maturity at the rate then applicable to Revolving Loans pursuant to subsection 2.2A(i).

Rate of Interest. All Loans Subject to the provisions of Sections 2.6 and the outstanding principal balance of all other Obligations 2.7, each Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made to maturity (whether by acceleration or otherwise) of such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: (i) If a Base Rate Loan or such other Obligation, at a rate per annum equal determined by reference to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Base Rate Loans; (ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c)LIBOR. The applicable basis for determining the rate of interest on the Loans with respect to any Term Loan or any Revolving Loan shall be selected by the Borrower or the applicable Qualified Borrower Company initially at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by given with respect to such Loan pursuant to Section 2.1B, and the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may select the Eurodollar Rate as the applicable basis for determining the interest rate with respect to any Term Loan or any Revolving Loan may be changed from time to time pursuant to Section 2.2D. Subject to the last proviso to the first paragraph of interest on such a Loan Section 2.2D, if at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loan. If on any day any a Term Loan or Revolving Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest on that dayinterest, then for that day interest on that Loan shall be bear interest determined by reference to the Base Rate. (i) Subject to the provisions of Sections 2.2E and 2.7, the Term Loans shall bear interest through maturity, as follows: (a) if a Base Rate Loan, then at a rate per annum which shall at all times be equal to the sum of the Base Rate plus the relevant Applicable Term Loan Base Rate Margin for the relevant Tranche of Term Loan, each as in effect from time to time; or (b) if a LIBOR Loan, then at a rate per annum which shall at all times, during the Interest Period applicable thereto, be equal to the sum of LIBOR applicable to such Interest Period plus the relevant Applicable Term Loan LIBOR Margin for the relevant Tranche of Term Loan. (ii) Subject to the provisions of Sections 2.2E and 2.7, the Revolving Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at a rate per annum which shall at all times be equal to the sum of the Base Rate plus the Applicable Revolving Base Rate Margin; or (b) if a LIBOR Loan, then at a rate per annum which shall at all times, during the Interest Period applicable thereto, be equal to the sum of LIBOR applicable to such Interest Period plus the Applicable Revolving LIBOR Margin.

Rate of Interest. (i) All Loans and the outstanding principal balance of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: through maturity (iwhether by acceleration or otherwise) If a Base Rate Loan or such other Obligation, at a rate per annum equal determined by reference to (a) in the case of Loans denominated in Dollars, the Base Rate or the Eurocurrency Rate; (b) in the case of Loans denominated in ADollars, the Eurocurrency Rate; (c) in the case of Loans denominated in Canadian Dollars, the Base Rate or the B/A Discount Rate and (d) in the case of Loans denominated in Euro, the Eurocurrency Rate. Except for Loans denominated in ADollars and Euro (which must be made and continue as Eurocurrency Rate Loans) and except to the sum of (A) the Base Rateextent that this Agreement specifically provides that certain Loans must be made as, as in effect from time to time as interest accruescontinued as, plus (B) the then Applicable Margin for or converted into Base Rate Loans; (ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may select the Eurodollar Rate as the applicable basis for determining the rate of interest on such with respect to Term Loans, US Revolving Loans, Multicurrency Revolving Loans and Offshore Revolving Loans shall be selected by a Loan if Borrower at the time such Borrower gives a Notice of such selection an Event Borrowing pursuant to subsection 2.1E (or is deemed to have given a Notice of Default Borrowing pursuant to subsection 2.8D) or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s optiontime a Notice of Conversion/Continuation is given pursuant to subsection 2.2D. Except in the case of Loans denominated in ADollars or Euro, convert to a Base Rate Loan. If if on any day any a Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that dayinterest, then for that day interest on that Loan shall be bear interest determined by reference to the Base Rate. If on any day Loans denominated in ADollars or Euro are outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest, then such Loan shall be automatically continued as a Eurocurrency Loan with a one month Interest Period. Term Loans, US Revolving Loans, Multicurrency Revolving Loans and Offshore Revolving Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Base Rate Margin; (b) if a Eurocurrency Rate Loan, then at the sum of the Eurocurrency Rate plus the Applicable Eurocurrency Margin; or (c) if a B/A Discount Rate Loan, then at the sum of the B/A Discount Rate plus the Applicable Eurocurrency Margin.

Rate of Interest. (i) Subject to the terms and conditions set forth in this Agreement, all Loans (other than Swing Loans) denominated in (x) any Available Currency (other than Dollars) shall be made as Eurocurrency Rate Loans and (y) Dollars shall be made, at the option of the Borrower, as Base Rate Loans or Eurocurrency Rate Loans; provided, however, that all such Loans denominated in Dollars shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurocurrency Rate Loans), Credit Agreement Affiliated Computer Services, Inc. the Notice of Borrowing specifies that all or a portion thereof shall be Eurocurrency Rate Loans. All Dollar Swing Loans shall be made as Base Rate Loans, and all Euro Swing Loans shall be made as Eurocurrency Rate Loans. (ii) All Loans and the outstanding principal balance amount of all other Obligations (other than pursuant to Hedging Contracts that are Loan Documents, to the extent such Hedging Contracts provide for the accrual of interest on unpaid obligations) shall bear interest interest, in the case of Loans, on the unpaid principal amount thereof from the date such Loans are made and and, in the case of such other Obligations, from the date such other Obligations are due and payable until until, in all cases, paid in full, except as otherwise provided in Section 5.1(d)clause (c) below, as follows: (iA) If if a Base Rate Loan, at a rate per annum equal to the sum of (1) the Base Rate as in effect from time to time and (2) the Applicable Margin; (B) if a Eurocurrency Rate Loan, at a rate per annum equal to the sum of (1) the Eurocurrency Rate determined for the applicable Interest Period, (2) the Applicable Margin in effect from time to time during such Eurocurrency Interest Period and (3) in the case of any such Loan or made by a Lender located in the United Kingdom, Mandatory Costs; provided, however, that any Euro Swing Loan may bear interest at such higher rate as may be agreed among the Administrative Agent, the Euro Swing Lender and the Company; (C) for all other ObligationObligations, at a rate per annum equal to the sum of (A) the Base Rate, Rate as in effect from time to time as interest accrues, plus and (B) the then Applicable Margin for Revolving Loans that are Base Rate Loans; (ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loan. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rate.

Rate of Interest. All Loans (i) Subject to the provisions of subsections 2.6 and the outstanding principal balance of all other Obligations 2.7, each Tender Loan shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: through maturity (iwhether by acceleration or otherwise) If a Base Rate Loan or such other Obligation, at a rate per annum equal to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Base Rate Loans;PLUS 1.75% per annum. (ii) If a Eurodollar Rate LoanSubject to the provisions of subsections 2.6 and 2.7, each Term Loan and Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate per annum equal determined by reference to the sum of (A) Base Rate or the Adjusted Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans with respect to any Loan shall be selected by the Borrower or the applicable Qualified Borrower Company initially at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by given with respect to such Loan pursuant to subsection 2.1B, and the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may select the Eurodollar Rate as the applicable basis for determining the interest rate of interest on such a with respect to any Term Loan if at the or any Revolving Loan may be changed from time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loan. time pursuant to subsection 2.2D. If on any day any a Term Loan or Revolving Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest on that dayinterest, then for that day interest on that Loan shall be bear interest determined by reference to the Base Rate. Subject to the provisions of subsections 2.2E and 2.7, the Term Loans and the Revolving Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate PLUS the Applicable Base Rate Margin per annum; or (b) if a Eurodollar Rate Loan, then at the sum of the Adjusted Eurodollar Rate PLUS the Applicable Eurodollar Rate Margin per annum. The Applicable Base Rate Margin and the Applicable Eurodollar Rate Margin shall be determined on the first day of the calendar month following the delivery of each Compliance Certificate pursuant to subsection 6.1(iv) (each a "MARGIN Determination Date"), commencing with the Compliance Certificate for the Fiscal Quarter ended June 30, 1997, by reference to such Compliance Certificate (without regard to any subsequent corrections to reflect year-end audit adjustments). The Applicable Base Rate Margin and the Applicable Eurodollar Rate Margin shall apply to all Base Rate Loans for the period from and including the Margin Determination Date to and excluding the first day of the calendar month following the delivery of the next Compliance Certificate and to all Eurodollar Rate Loans for any Interest Period commencing during the period from and including the Margin Determination Date to and excluding the first day of the calendar month following the delivery of the next Compliance Certificate; PROVIDED, HOWEVER, that (x) if Company fails to deliver any Compliance Certificate in a timely manner pursuant to subsection 6.1(iv), or (y) upon the occurrence and during the continuation of any Event of Default, the highest percentage per annum set forth in the definition of Applicable Base Rate Margin shall apply to all Base Rate Loans for the period from and including the first day of the calendar month following the date on which such Compliance Certificate was required to be delivered to and excluding the date on which Administrative Agent receives such Compliance Certificate or during the continuation of such Event of Default, as the case may be, and the highest percentage per annum set forth in the definition of Applicable Eurodollar Rate Margin shall apply to all Eurodollar Rate Loans for any Interest Period commencing during the period from and including the first day of the calendar month following the date on which such Compliance Certificate was required to be delivered to and excluding the date on which Administrative Agent receives such Compliance Certificate or during the continuation of such Event of Default, as the case may be.

Rate of Interest. All Loans and the outstanding principal balance of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: (i) If a Base Rate Loan or such other Obligation, at a rate per annum equal to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Base Rate Loans; (ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; (iii) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iviii) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a Notice of Committed Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loan. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rate.

Rate of Interest. All Loans and the outstanding (a) If any amount of principal balance of all other Obligations any Loan is not paid when due, whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: (i) If a Base Rate Loan or such other Obligation, at a fluctuating interest rate per annum at all times equal to the sum of (A) Default Rate to the Base Rate, as in effect from time to time as interest accrues, plus (B) the then fullest extent permitted by Applicable Margin for Base Rate Loans;Laws. (iib) If a Eurodollar Rate any amount (other than principal of any Loan) payable by the Borrowers under any Credit Document is not paid when due (after the expiration of any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then at the request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the sum of (A) Default Rate to the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then fullest extent permitted by Applicable Margin for Eurodollar Rate Loans;Laws. (iiic) If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) During the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 or (B) the Money Market Rate, as applicable; and (iv) If a Swingline Loan, as provided in Section 2.9(c). The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower or the applicable Qualified Borrower at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence continuance of an Event of Default under Section 9.1(f) or Section 9.1(g), the Borrowers shall pay interest on the principal amount of all outstanding Obligations hereunder at a Potential fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by Applicable Laws. (d) During the continuance of an Event of DefaultDefault other than an Event of Default under Section 9.1(f) or Section 9.1(g), each Eurodollar Rate Loan then outstanding maythe Borrowers shall, at the Administrative Agent’s optionrequest of the Required Lenders, convert pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by Applicable Laws. (e) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand. (f) In the case of any Adjusted LIBOR Rate Loan, upon the expiration of the Interest Period in effect at the time the Default Rate of interest is effective, each such Adjusted LIBOR Rate Loan shall thereupon become a Base Rate LoanLoan and shall thereafter bear interest at the Default Rate then in effect for Base Rate Loans. If on Payment or acceptance of the increased rates of interest provided for in this Section 2.9 is not a permitted alternative to timely payment and shall not constitute a waiver of any day Event of Default or otherwise prejudice or limit any Loan is outstanding with respect to which notice has not been timely delivered to rights or remedies of the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rateor any Lender.

Rate of Interest. All Loans and the outstanding principal balance of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d), as follows: (i) 5.1.1.0.1. If a Base Rate Loan or such other Obligation, at a rate per annum equal to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Base Rate Loans;; and (ii) 5.1.1.0.2. If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans; 5.1.1.0.3. If an IBOR Rate Loan, at a rate per annum equal to the sum of (iiiA) the IBOR Rate determined for the applicable IBOR Interest Period, plus (B) the then Applicable Margin for IBOR Rate Loans; 5.1.1.0.4. If a Eurodollar Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar Interest Period (determined as if the related Money Market Borrowing were a Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market Margin quoted by the Lender making such Money Market Loan in accordance with Section 2.2 2.2. or (B) the Money Market Rate, as applicable; and (iv) 5.1.1.0.5. If a Swingline an IBOR Money Market Loan, at a rate per annum equal to either (A) the sum of (1) the IBOR Rate determined for the applicable IBOR Interest Period (determined as provided in Section 2.9(c). The applicable basis for determining if the rate of interest on related Money Market Borrowing were a Committed IBOR Rate Borrowing) plus (or minus) (2) the Loans shall be selected Money Market Margin quoted by the Borrower or the applicable Qualified Borrower at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower to the Administrative Agent; provided, however, neither the Borrower nor any Qualified Borrower may select the Eurodollar Rate as the applicable basis for determining the rate of interest on Lender making such a Money Market Loan if at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that, from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loan. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with Section 2.2. or (B) the terms of this Agreement specifying the basis for determining the rate of interest on that dayMoney Market Rate, then for that day interest on that Loan shall be determined by reference to the Base Rateas applicable.