Common use of Agent’s Special Counsel Clause in Contracts

Agent’s Special Counsel. Xxxxxxx Xxxx LLP or such other counsel as may be approved by the Agent. APPLICABLE MARGIN. For each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a "RATE ADJUSTMENT PERIOD"), the Applicable Margin with respect to Revolving Credit Loans, (for Base Rate Loans and Eurodollar Rate Loans) and for the Letters of Credit shall be the applicable percentage set forth below with respect to each such Loan or Letter of Credit, as the case may be, corresponding to the Borrower's Leverage Ratio, as determined at the end of the fiscal quarter of the Borrower and its Subsidiaries ending immediately prior to the applicable Rate Adjustment Period: REVOLVING CREDIT LOANS EURODOLLAR LEVERAGE BASE RATE LOANS AND RATIO RATE LETTERS OF LOANS CREDIT ------------------------------------------------------------------------------ I LESS THAN 2.75:1 0.50% 2.00% ------------------------------------------------------------------------------ II GREATER THAN 2.75:1 and 1.00% 2.50% LESS THAN 3.50:1 ------------------------------------------------------------------------------ III GREATER THAN 3.50:1 1.50% 3.00% ------------------------------------------------------------------------------ Notwithstanding the foregoing, (a) for the period commencing on the Closing Date through the end of the month in which the quarterly compliance certificate for the fiscal quarter ending December 31, 1997 is delivered pursuant to Section 9.4(d) hereof, the Applicable Margin shall be that percentage corresponding to Level III in the table above; and (b) if the Borrower fails to deliver any Compliance Certificate pursuant to Section 9.4(d) hereof, then for the period commencing on the first day of the month immediately following the date such Compliance Certificate was due through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be that percentage corresponding to Level III in the table above. ARRANGER. BancBoston Securities Inc.

Agent’s Special Counsel. Xxxxxxx Xxxx LLP or such other counsel as may ----------------------- be approved by the Agent. APPLICABLE MARGINApplicable Margin. For each period commencing on an Adjustment Date ----------------- through the date immediately preceding the next Adjustment Date (each a "RATE ADJUSTMENT PERIODRate Adjustment Period"), the Applicable Margin with respect to Revolving Credit Loans, (for Base Rate Loans and Eurodollar Rate Loans) and for the Letters of Credit shall be the applicable percentage margin set forth below with respect to each such Loan or Letter of Credit, as the case may be, corresponding to the Borrower's Leverage Ratio, as determined at for the end of fiscal period ending on the fiscal quarter of the Borrower and its Subsidiaries ending ended immediately prior to preceding the applicable Rate Adjustment Period: REVOLVING CREDIT LOANS EURODOLLAR LEVERAGE BASE RATE LOANS AND RATIO RATE LETTERS OF LOANS CREDIT ------------------------------------------------------------------------------ I LESS THAN 2.75:1 . -------------------------------------------------------------------------------------------------- Base Rate LIBOR Rate Commitment Tier Leverage Ratio Loans Loans Fee -------------------------------------------------------------------------------------------------- 1 Greater than or equal to 1.75:1.00 1.75% 3.75% 0.50% 2.00-------------------------------------------------------------------------------------------------- 2 Greater than or equal to 1.25:1.00 1.75% ------------------------------------------------------------------------------ II GREATER THAN 2.75:1 and 1.003.50% 2.500.50% LESS THAN 3.50:1 ------------------------------------------------------------------------------ III GREATER THAN 3.50:1 but less than 1.75:1.00 -------------------------------------------------------------------------------------------------- 3 Less than 1.25:1.00 1.50% 3.002.75% ------------------------------------------------------------------------------ 0.50% -------------------------------------------------------------------------------------------------- Notwithstanding the foregoing, (a) for Loans outstanding and the Commitment Fee payable during the period commencing on the Closing Date through the end of date immediately preceding the month in which the quarterly compliance certificate for the fiscal quarter ending December 31first Adjustment Date to occur after September 30, 1997 is delivered pursuant to Section 9.4(d) hereof2000, the Applicable Margin shall be the Applicable Margin set forth in Tier 1 above; provided, however that percentage corresponding if at the time of the delivery of -------- ------- the Compliance Certificate for the fiscal quarter ending September 30, 2000 such Compliance Certificate evidences that the Borrower is entitled to Level III a lower pricing level than Tier 1, then such decrease in the table above; pricing shall be retroactive to October 1, 2000, and (b) if the Borrower fails to deliver any Compliance Certificate pursuant to Section 9.4(dss.9.4(d) hereofhereof then, then for the period commencing on the first day of the month immediately following the date Adjustment Date to occur subsequent to such Compliance Certificate was due failure through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be that percentage corresponding to Level III in the table highest Applicable Margin set forth above. ARRANGERAsset Sale. BancBoston Securities Inc.Any one or series of related transactions on which any ---------- Person conveys, sells, transfers or otherwise disposes of, directly or indirectly, any of its properties, businesses or assets (including the sale or issuance of capital stock of any Subsidiary other than to the Borrower or any Subsidiary) whether owned on the Closing Date or thereafter acquired.

Agent’s Special Counsel. Xxxxxxx Xxxx Bingham, Dana & Gould LLP or such other counsel as may be approved by the Agentaxxxxxxx xx xxe Axxxx. APPLICABLE MARGIN. For each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a "RATE ADJUSTMENT PERIODRate Adjustment Period"), the Applicable Margin with respect to Revolving Credit Loans, (for Base Rate Loans and Eurodollar Rate Loans) and for the Letters of Credit shall be the applicable percentage margin set forth below with respect to each such Loan or Letter of Credit, as the case may be, corresponding to the Borrower's Leverage Debt Service Ratio, as determined at the end of for the fiscal quarter period of the Borrower and its Subsidiaries ending immediately prior to the applicable Rate Adjustment Period: REVOLVING CREDIT LOANS . ---------- ---------------------------------- ---------------- ----------------- EURODOLLAR LEVERAGE TIER DEBT SERVICE RATIO BASE RATE LOANS AND RATIO RATE LETTERS OF LOANS CREDIT ------------------------------------------------------------------------------ I LESS THAN 2.75:1 0.50---------- ---------------------------------- ---------------- ----------------- 1 Less than 1.10:1.00 1 1/2% 2.002 3/4% ------------------------------------------------------------------------------ II GREATER THAN 2.75:1 and 1.00---------- ---------------------------------- ---------------- ----------------- Equal to or greater than 2 1.10:1.00 but less than 1.30:1.00 1 1/4% 2.502 1/2% LESS THAN 3.50:1 ------------------------------------------------------------------------------ III GREATER THAN 3.50:1 1.50---------- ---------------------------------- ---------------- ----------------- Equal to or greater than 3 1:30:1.00 but less than 1.50:1.00 1% 3.002 1/4% ------------------------------------------------------------------------------ ---------- ---------------------------------- ---------------- ----------------- Equal to or greater than 4 1:50:1.00 but less than 1.70:1.00 3/4% 2% ---------- ---------------------------------- ---------------- ----------------- Equal to or greater than 5 1.70:1.00 1/2% 1 3/4% ---------- ---------------------------------- ---------------- ----------------- Notwithstanding the foregoing, (a) for Loans outstanding during the period commencing on the Closing Date through the end of date immediately preceding the month in which the quarterly compliance certificate for Adjustment Date occurring after the fiscal quarter ending December 31April 30, 1997 is delivered pursuant to Section 9.4(d) hereof1997, the Applicable Margin shall be that percentage corresponding to Level III the Applicable Margin set forth in Tier 3; (b) in the table aboveevent the Debt Service Ratio reflected in the financial statements delivered with the Compliance Certificate pursuant to ss.7.4(a) differs from such ratio in the financial statements delivered pursuant to ss.7.4(b) for the fiscal quarter which is the last fiscal quarter of a fiscal year, then the Debt Service Ratio as reflected in the financial statements delivered pursuant to ss.7.4(a) shall govern from and after the date of delivery of such financial statement pursuant to ss.7.4(a); and (bc) if the Borrower fails to deliver any Compliance Certificate pursuant to Section 9.4(dss.7.4(e) hereofhereof of if a Default or Event of Default has occurred and is continuing, then then, for the period commencing on the first day of the month immediately following the date next Adjustment Date to occur subsequent to such Compliance Certificate was due failure or occurrence through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivereddelivered or such Default or Event of Default has been cured or waived, as the case may be, the Applicable Margin shall be that percentage corresponding to Level III in the table highest Applicable Margin set forth above. ARRANGER. BancBoston Securities Inc..

Agent’s Special Counsel. Xxxxxxx Xxxx LLP or such other counsel as may be approved by the Agent. APPLICABLE MARGINApplicable Margin. For each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a "RATE ADJUSTMENT PERIODRate Adjustment Period"), the Applicable Margin with respect to Revolving Credit Loans, (for Base Rate Loans and Eurodollar Rate Loans) and for the Letters of Credit shall be the applicable percentage margin set forth below with respect to each such Loan or Letter of Credit, as the case may be, corresponding to the Borrower's Leverage Ratio, Ratio as determined at for the end of period ending on the fiscal quarter of the Borrower and its Subsidiaries ending end immediately prior to preceding the applicable Rate Adjustment Period: REVOLVING CREDIT LOANS EURODOLLAR . LIBOR RATE COMMITMENT FEE LETTER OF LEVEL LEVERAGE RATIO BASE RATE LOANS AND RATIO LOANS RATE LETTERS OF LOANS CREDIT ------------------------------------------------------------------------------ FEE ----- -------------- --------------- ---------- --------------- ---------- I LESS THAN 2.75:1 0.50% 2.00% ------------------------------------------------------------------------------ Less than [**] but [**] [**] [**] [**] greater than or equal to [**] II GREATER THAN 2.75:1 and 1.00% 2.50% LESS THAN 3.50:1 ------------------------------------------------------------------------------ Less than [**] but [**] [**] [**] [**] greater than or equal to [**] III GREATER THAN 3.50:1 1.50% 3.00% ------------------------------------------------------------------------------ Less than [**] but [**] [**] [**] [**] greater than or equal to [**] IV Less than [**] but [**] [**] [**] [**] greater than or equal to [**] V Less than [**] [**] [**] [**] [**] Notwithstanding the foregoing, (a) for Loans outstanding and Letter of Credit Fees payable during the period commencing on the Closing Date through the end of date immediately preceding the month in which the quarterly compliance certificate for the fiscal quarter ending December 31first Adjustment Date to occur after September 30, 1997 is delivered pursuant to Section 9.4(d) hereof1998, the Applicable Margin shall be that percentage corresponding to at Level III in the table above; and (b) if the Borrower fails to deliver any Compliance Certificate pursuant to Section 9.4(d9.4(c) hereofhereof then, then for the period commencing on the first day of the month immediately following the date next Adjustment Date to occur subsequent to such Compliance Certificate was due failure through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be that percentage corresponding to the highest Applicable Margin (Level III in the table I) set forth above. ARRANGERAsset Sale. BancBoston Any one or series of related transactions in which any applicable Person conveys, sells, transfers or otherwise disposes of, directly or indirectly, any of its properties, business or assets (including the sale or issuance of capital stock of a Subsidiary), whether owned on the Closing Date or thereafter acquired. Confidential Materials omitted and filed separately with the Securities Inc.and Exchange Commission. Asterisks denote omissions.

Agent’s Special Counsel. Xxxxxxx Xxxx LLP or such other counsel as may be ----------------------- approved by the Agent. APPLICABLE MARGINApplicable Margin. For each period commencing on an Adjustment Date ----------------- through the date immediately preceding the next Adjustment Date (each a "RATE ADJUSTMENT PERIODRate Adjustment Period"), the Applicable Margin with respect to Revolving Credit Loans, (for Base Rate Loans and Eurodollar Rate Loans) and for the Letters of Credit shall be the applicable percentage margin set forth below with respect to each such Loan or Letter of Credit, as the case may be, corresponding to the Borrower's Leverage Funded Debt to EBITDA Ratio, as determined at the end of for the fiscal quarter period of the Borrower and its Restricted Subsidiaries ending immediately prior to the applicable Rate Adjustment Period: REVOLVING CREDIT LOANS EURODOLLAR LEVERAGE BASE RATE LOANS AND RATIO RATE LETTERS OF LOANS CREDIT ------------------------------------------------------------------------------ Period (except for any Rate Adjustment Period beginning on April 1 of any calendar year for which the Applicable Margin will be determined by reference to the Borrower's and its Restricted Subsidiaries Funded Debt to EBITDA Ratio for the fiscal period ending on the immediately preceding December 31). Base Eurodollar Letter of Credit Commitment Rate Rate Applicable Fee Funded Debt to EBITDA Applicable Applicable Margin Applicable Level Ratio Margin Margin ----------------- Margin ----------- ------------------------------------------- ----------- ----------- ----------- ----------------------------------------------------------------------------------------------------------------- I LESS THAN 2.75:1 0.50Greater than or equal to 3.00 to 1.00 0% 2.001.50% ------------------------------------------------------------------------------ 1.50% 0.375% ----------------------------------------------------------------------------------------------------------------- II GREATER THAN 2.75:1 and 0% 1.25% 1.25% 0.375% Less than 3.00 to 1.00 but greater than or equal to 2.50 to 1.00 ----------------------------------------------------------------------------------------------------------------- III 0% 1.00% 2.501.00% LESS THAN 3.50:1 ------------------------------------------------------------------------------ III GREATER THAN 3.50:1 1.500.300% 3.00Less than 2.50 to 1.00 but greater than or equal to 1.50 to 1.00 ----------------------------------------------------------------------------------------------------------------- IV 0% ------------------------------------------------------------------------------ 0.75% 0.75% 0.250% Less than 1.50 to 1.00 ----------------------------------------------------------------------------------------------------------------- Notwithstanding the foregoing, (a) for Loans outstanding and commitment fees incurred during the period commencing on the Closing Date through the end of the month in which the quarterly compliance certificate for the fiscal quarter ending December 31April 1, 1997 is delivered pursuant to Section 9.4(d) hereof1998, the Applicable Margin shall be that percentage corresponding to the Applicable Margin set forth as Level III in the table above; and , (b) if the Borrower fails to deliver any Compliance Certificate pursuant to Section 9.4(d(S)8.4(c) hereofhereof by the next occurring Adjustment Date then, then for the period commencing on the first day of the month immediately following the date next Adjustment Date to occur subsequent to such Compliance Certificate was due failure through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be that percentage corresponding to Level III in the table highest Applicable Margin set forth above. ARRANGERApus Railcar Lease. BancBoston Securities The Master Lease dated as of March 31, 1997 between ------------------ Apus Rail One, Inc., as Lessor and Leasing, as Lessee, with respect to certain open top hoppers, gondolas and box cars, in substantially the form delivered to the Agent prior to the date hereof, the present value of the obligations in respect of which will not exceed $13,000,000 at any time.

Agent’s Special Counsel. Xxxxxxx Xxxx LLP or such other counsel as may be approved by the Agent. APPLICABLE EURODOLLAR RATE MARGIN. For each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a "RATE ADJUSTMENT PERIOD"), the Applicable Margin any fiscal quarter or portion thereof within any Interest Period with respect to Revolving Credit Loans, (for Base Rate Loans and a Eurodollar Rate LoansLoan, one percent (1.00%) per annum; PROVIDED, HOWEVER, that from and after the Agent's receipt of the financial statements required by Section 8.2 for the Letters of Credit shall be the applicable percentage set forth below with respect to each such Loan or Letter of Credit, as the case may be, corresponding to the Borrower's Leverage Ratio, as determined at the end of the fiscal quarter of the Borrower and its Subsidiaries the Guarantor ending immediately prior March 25, 2000 and in the event that the Debt Service Ratio as of the last day of any fiscal quarter referred to above meets the requirements set forth in the chart below, the Applicable Eurodollar Rate Margin shall be adjusted, on the dates and for the periods set forth in the paragraph below, to the percentage set forth opposite the applicable Debt Service Ratio in the table below: Debt Service Ratio Applicable Eurodollar Rate Adjustment Period: REVOLVING CREDIT LOANS EURODOLLAR LEVERAGE BASE RATE LOANS AND RATIO RATE LETTERS OF LOANS CREDIT ------------------------------------------------------------------------------ I LESS THAN 2.75:1 0.50Margin ------------------ --------------------------------- Less than or equal to 1.75:1.00 1.25% 2.00% ------------------------------------------------------------------------------ II GREATER THAN 2.75:1 Greater than 1.75:1.00 and less than or equal to 2.50:1.00 1.00% 2.50Greater than 2.50:1.00 0.75% LESS THAN 3.50:1 ------------------------------------------------------------------------------ III GREATER THAN 3.50:1 1.50% 3.00% ------------------------------------------------------------------------------ Notwithstanding Changes in the foregoing, (a) for Applicable Eurodollar Rate Margin resulting from changes in the period commencing Debt Service Ratio shall become effective on the Closing Date through 10th day after the date on which financial statements are received by the Agent pursuant to Section 8.2 (but with such receipt in no event to be later than the 45th day after the end of each of the first three quarterly periods of each fiscal year or the 100th day after the end of each fiscal year, as the case may be) and shall remain in effect until the next change to be effected pursuant to this paragraph. If any financial statements referred to above are not delivered within the time periods specified above, then, until such financial statements are delivered, the Applicable Eurodollar Rate Margin as at the end of the month in which the quarterly compliance certificate fiscal period that would have been covered thereby shall, for the fiscal quarter ending December 31purposes of this definition, 1997 is delivered pursuant be deemed to Section 9.4(d) hereofbe 1.25%. In addition, at all times while an Event of Default shall have occurred and be continuing, the Applicable Eurodollar Rate Margin shall for the purposes of this definition be that percentage corresponding deemed to Level III in be 1.25%. Each determination of the table above; and (b) if Debt Service Ratio pursuant to this definition shall be made with respect to the period of four consecutive fiscal quarters of the Borrower fails to deliver any Compliance Certificate pursuant to Section 9.4(d) hereof, then for ending at the end of the period commencing on covered by the first day of the month immediately following the date such Compliance Certificate was due through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be that percentage corresponding to Level III in the table above. ARRANGER. BancBoston Securities Inc.relevant financial statements.

Agent’s Special Counsel. Xxxxxxx Xxxx LLP or such other counsel as may be approved by the Agent. APPLICABLE BASE RATE MARGIN. For each any fiscal quarter or period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a "RATE ADJUSTMENT PERIOD"), the Applicable Margin thereof within any Interest Period with respect to Revolving Credit Loans, (for any Base Rate Loans Loan, three quarters of one percent (.75%) per annum; PROVIDED, HOWEVER, that from and Eurodollar Rate Loans) and after the Agent's receipt of the financial statements required by Section 8.2 for the Letters of Credit shall be the applicable percentage set forth below with respect to each such Loan or Letter of Credit, as the case may be, corresponding to the Borrower's Leverage Ratio, as determined at the end of the fiscal quarter of the Borrower and its Subsidiaries the Guarantor ending immediately prior March 27, 1999 and in the event that the Interest Coverage Ratio as of the last day of any fiscal quarter referred to above meets the requirements set forth in the chart below, the Applicable Base Rate Margin shall be adjusted, on the dates and for the periods set forth in the paragraph below, to the percentage set forth opposite the applicable Interest Coverage Ratio in the table below: Interest Coverage Ratio Applicable Base Rate Adjustment Period: REVOLVING CREDIT LOANS EURODOLLAR LEVERAGE BASE RATE LOANS AND RATIO RATE LETTERS OF LOANS CREDIT ------------------------------------------------------------------------------ I LESS THAN 2.75:1 Margin -------------- --------------------------- Less than or equal to 2.00:1.00 1.00% Greater than 2.00:1.00 and less than or equal to 3.00:1.00 0.75% Greater than 3.00:1.00 and less than or equal to 3.50:1.00 0.50% 2.00Greater than 3.50:1.00 0.25% ------------------------------------------------------------------------------ II GREATER THAN 2.75:1 and 1.00% 2.50% LESS THAN 3.50:1 ------------------------------------------------------------------------------ III GREATER THAN 3.50:1 1.50% 3.00% ------------------------------------------------------------------------------ Notwithstanding Changes in the foregoing, (a) for Applicable Base Rate Margin resulting from changes in the period commencing Interest Coverage Ratio shall become effective on the Closing Date through date on the 10th day after which financial statements are received by the Agent pursuant to Section 8.2 (but with such receipt in no event to be later than the 45th day after the end of each of the first three quarterly periods of each fiscal year or the 100th day after the end of each fiscal year, as the case may be) and shall remain in effect until the next change to be effected pursuant to this paragraph. If any financial statements referred to above are not delivered within the time periods specified above, then, until such financial statements are delivered, the Applicable Base Rate Margin as at the end of the month in which fiscal period that would have been covered thereby shall, for the quarterly compliance certificate purposes of this definition, be deemed to be 1.00%. In addition, at all times while an Event of Default shall have occurred and be continuing, the Applicable Base Rate Margin shall for the purposes of this definition be deemed to be 1.00%. Each determination of the Interest Coverage Ratio pursuant to this definition shall be made with respect to the period of four consecutive fiscal quarters of the Borrower ending at the end of the period covered by the relevant financial statements. APPLICABLE EURODOLLAR RATE MARGIN. For any fiscal quarter or period thereof within any Interest Period with respect to a Eurodollar Rate Loan, two and one half percent (2.50%) per annum; PROVIDED, HOWEVER, that from and after the Agent's receipt of the financial statements required by Section 8.2 for the fiscal quarter of the Borrower and the Guarantor ending December 31March 27, 1997 is delivered pursuant 1999 and in the event that the Interest Coverage Ratio as of the last day of any fiscal quarter referred to Section 9.4(d) hereofabove meets the requirements set forth in the chart below, the Applicable Eurodollar Rate Margin shall be that adjusted, on the dates and for the periods set forth in the paragraph below, to the percentage corresponding to Level III set forth opposite the applicable Interest Coverage Ratio in the table above; below: Interest Coverage Ratio Applicable Eurodollar Rate Margin -------------- --------------------------------- Less than or equal to 2.00:1.00 2.75% Greater than 2.00:1.00 and (b) if less than or equal to 3.00:1.00 2.50% Greater than 3.00:1.00 and less than or equal to 3.50:1.00 2.25% Greater than 3.50:1.00 2.00% Changes in the Borrower fails to deliver any Compliance Certificate pursuant to Section 9.4(d) hereof, then for Applicable Eurodollar Rate Margin resulting from changes in the period commencing Interest Coverage Ratio shall become effective on the first 10th day of the month immediately following the date such Compliance Certificate was due through the date immediately preceding the Adjustment Date that occurs immediately following after the date on which financial statements are received by the Agent pursuant to Section 8.2 (but with such Compliance Certificate is receipt in no event to be later than the 45th day after the end of each of the first three quarterly periods of each fiscal year or the 100th day after the end of each fiscal year, as the case may be) and shall remain in effect until the next change to be effected pursuant to this paragraph. If any financial statements referred to above are not delivered within the time periods specified above, then, until such financial statements are delivered, the Applicable Eurodollar Rate Margin as at the end of the fiscal period that would have been covered thereby shall, for the purposes of this definition, be deemed to be 2.75%. In addition, at all times while an Event of Default shall have occurred and be continuing, the Applicable Eurodollar Rate Margin shall for the purposes of this definition be that percentage corresponding deemed to Level III in be 2.75%. Each determination of the table above. ARRANGER. BancBoston Securities Inc.Interest Coverage Ratio pursuant to this definition shall be made with respect to the period of four consecutive fiscal quarters of the Borrower ending at the end of the period covered by the relevant financial statements.

Agent’s Special Counsel. Xxxxxxx Xxxx LLP or such other counsel as may be approved by the Agent. APPLICABLE MARGIN. For each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a "RATE ADJUSTMENT PERIODRate Adjustment Period"), the Applicable Margin with respect to Revolving Credit Loans, (for Base Rate Loans and Eurodollar Rate Loans) and for the Letters of Credit shall be the applicable percentage margin set forth below with respect to each such Loan or Letter of Credit, as the case may be, corresponding to the Borrower's Leverage Ratio, Ratio as determined at for the end of period ending on the fiscal quarter of the Borrower and its Subsidiaries ending ended immediately prior to preceding the applicable Rate Adjustment Period: REVOLVING CREDIT . BASE LIBOR RATE RATE COMMITMENT LEVEL LEVERAGE RATIO LOANS EURODOLLAR LEVERAGE BASE LOANS FEE RATE LOANS AND RATIO RATE LETTERS OF LOANS CREDIT ------------------------------------------------------------------------------ I LESS THAN 2.75:1 --------------------------------------------------------------- 3 Greater than or 1.00% 2.25% 0.375% equal to 3.00:1.00 --------------------------------------------------------------- 2 Less than 0.50% 2.001.75% ------------------------------------------------------------------------------ II GREATER THAN 2.75:1 and 1.000.375% 2.503.00:1.00 but greater than or equal to 2.00:1.00 --------------------------------------------------------------- 1 Less than 2.00:1.00 0.25% LESS THAN 3.50:1 ------------------------------------------------------------------------------ III GREATER THAN 3.50:1 1.50% 3.000.375% ------------------------------------------------------------------------------ --------------------------------------------------------------- Notwithstanding the foregoing, (a) for Loans outstanding and the commitment fees payable during the period commencing on the Closing Date through the end of date immediately preceding the month in which the quarterly compliance certificate for the fiscal quarter ending December 31first Adjustment Date to occur after June 30, 1997 is delivered pursuant to Section 9.4(d) hereof1998, the Applicable Margin shall be that percentage corresponding to at Level III in the table 3 set forth above; and (b) if the Borrower fails to deliver any Compliance Certificate pursuant to Section 9.4(d8.4(d) hereofhereof then, then for the period commencing on the first day of the month immediately following the date next Adjustment Date to occur subsequent to such Compliance Certificate was due failure through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be that percentage corresponding to Level III in the table highest Applicable Margin set forth above. ARRANGERASSET SALE. BancBoston Securities Inc.Any one or series of related transactions in which any applicable Person conveys, sells, transfers or otherwise disposes of, directly or indirectly, any of its properties, business or assets (including the sale or issuance of capital stock of a Subsidiary), whether owned on the Closing Date or thereafter acquired.

Agent’s Special Counsel. Xxxxxxx Xxxx Bingham, Dana & Gould LLP or such other counsel as may be approved by the Agentapprovxx xx xxx Xxxnt. APPLICABLE MARGIN. For each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a "RATE ADJUSTMENT PERIODRate Adjustment Period"), the Applicable Margin with respect to Revolving Credit Loans, (for Base Rate Loans and Eurodollar Rate Loans) and for the Letters of Credit shall be the applicable percentage margin set forth below with respect to each such Loan or Letter of Credit, as the case may be, corresponding to the Borrower's Leverage Debt Service Ratio, as determined at the end of for the fiscal quarter period of the Borrower and its Subsidiaries ending immediately prior to the applicable Rate Adjustment Period: REVOLVING CREDIT LOANS EURODOLLAR LEVERAGE BASE RATE LOANS AND RATIO RATE LETTERS OF LOANS CREDIT ------------------------------------------------------------------------------ I LESS THAN 2.75:1 0.50. -------------------------------------------------------------------------------- Base Rate Eurodollar Letters of TIER Debt Service Ratio Loans Rate Loans Credit -------------------------------------------------------------------------------- 1 Less than 1.10:1.00 1 1/2% 2.002 3/4% ------------------------------------------------------------------------------ II GREATER THAN 2.75:1 and 1.002 3/4% 2.50-------------------------------------------------------------------------------- 2 Equal to or greater than 1 1/4% LESS THAN 3.50:1 ------------------------------------------------------------------------------ III GREATER THAN 3.50:1 1.502 1/2% 3.002 1/2% ------------------------------------------------------------------------------ Notwithstanding the foregoing, 1.10:1.00 but less than 1.30:1.00 -------------------------------------------------------------------------------- 3 Equal to or greater than 1% 2 1/4% 2 1/4% 1:30:1.00 but less than 1.50:1.00 -------------------------------------------------------------------------------- 4 Equal to or greater than 3/4% 2% 2% 1:50:1.00 but less than 1.70:1.00 -------------------------------------------------------------------------------- 5 Equal to or greater than 1/2% 1 3/4% 1 3/4% 1.70:1.00 -------------------------------------------------------------------------------- (a) for differs from such ratio in the period commencing on the Closing Date through the end of the month in which the quarterly compliance certificate financial statements delivered (b) for the fiscal quarter ending December 31which is the last fiscal quarter of a fiscal year, 1997 is then the Debt Service Ratio as reflected in the financial statements delivered pursuant to Section 9.4(dss.8.4(a) hereof, shall govern from and after the Applicable Margin shall be that percentage corresponding date of delivery of such financial statement pursuant to Level III in the table abovess.8.4(a); and (bc) if the Borrower fails to deliver any Compliance Certificate pursuant to Section 9.4(dss.8.4(e) hereofhereof of if a Default or Event of Default has occurred and is continuing, then then, for the period commencing on the first day of the month immediately following the date next Adjustment Date to occur subsequent to such Compliance Certificate was due failure or occurrence through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivereddelivered or such Default or Event of Default has been cured or waived, as the case may be, the Applicable Margin shall be that percentage corresponding to Level III in the table highest Applicable Margin set forth above. ARRANGER. BancBoston Securities Inc..