Common use of Applicable Margins Clause in Contracts

Applicable Margins. Initially, and continuing through the day immediately preceding the first Adjustment Date occurring on or after [DATE SIX MONTHS AFTER CLOSING DATE], 2003, on which Borrower demonstrates that a change in the Base Rate Margin and the LIBOR Margin is warranted and requests such change in writing, (i) the applicable Base Rate Margin and LIBOR Margin shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan and (ii) 3.0% and 4.0% per annum, respectively, for the Term B Loan. Commencing on such Adjustment Date, the applicable Base Rate Margin and LIBOR Margin shall be for each Calculation Period the applicable per annum percentage set forth in the pricing tables below opposite the Total Leverage Ratio of Borrower, ona consolidated basis for Borrower and its Subsidiaries; provided, that effective (a) upon the occurrence of an Event of Default and until such Event of Default is cured or waived or (b) in the event that Administrative Agent shall not receive the financial statements and compliance certificate required pursuant to Subsections 4.6(A), 4.6(B) and 4.6(C) when due, from such due date and until the fifth (5th) Business Day following Administrative Agent’s receipt of such overdue financial statements and compliance certificate (and in the event a decrease in the applicable margin is then warranted, receipt of the Borrower’s written request to decrease such margin), the applicable Base Rate Margin and LIBOR Rate Margin shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan and 3.0% and 4.0% per annum, respectively, for the Term B Loan. Revolving Loans and Term A Loan Total Leverage Ratio Base Rate Margin LIBOR Margin Total Leverage Ratio Base Rate LIBOR Margin Margin

Applicable Margins. InitiallyAt the end of each fiscal quarter, and continuing through the Agent shall determine the Undrawn Availability for such fiscal quarter based upon the average daily Undrawn Availability for each day immediately preceding of such fiscal quarter. From each Incentive Pricing Effective Date until the first Adjustment Date occurring on or after [DATE SIX MONTHS AFTER CLOSING DATE], 2003, on which Borrower demonstrates that a change in the Base Rate Margin and the LIBOR Margin is warranted and requests such change in writing, (i) the applicable Base Rate Margin and LIBOR Margin shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan and (ii) 3.0% and 4.0% per annum, respectively, for the Term B Loan. Commencing on such Adjustment next Incentive Pricing Effective Date, the applicable Applicable Base Rate Margin Margin, the Applicable Libor Rate Margin, the Applicable Unused Facility Fee Percentage and LIBOR Margin the Applicable Letter of Credit Fee Percentage shall be for each Calculation Period determined by reference to the applicable per annum percentage set forth in Undrawn Availability on the pricing tables below opposite the Total Leverage Ratio of Borrower, ona consolidated basis for Borrower and its Subsidiariesgrid below; provided, however, that effective Tier IV pricing shall apply through and including November 30, 2007. I ≤ $25,000,000 1.75 % 0.25 % 1.75 % 0.25 % II > $25,000,000 but ≤ $50,000,000 1.50 % 0 % 1.50 % 0.25 % III > $50,000,000 but ≤ $70,000,000 1.25 % 0 % 1.25 % 0.25 % IV > $70,000,000 1.00 % 0 % 1.00 % 0.25 % If any financial statement or certificate delivered pursuant to Article IX is shown to be inaccurate (a) regardless of whether this Agreement is in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Base Rate Margin, Applicable Libor Rate Margin, Applicable Unused Facility Fee Percentage or Applicable Letter of Credit Fee Percentage for any period (such period, the “Applicable Period”), than the Applicable Base Rate Margin, Applicable Libor Rate Margin, Applicable Unused Facility Fee Percentage or Applicable Letter of Credit Fee Percentage, as applicable, actually applied to such Applicable Period, then, upon the occurrence written request of an Event the Agent, such margin or percentage shall be determined in accordance with the correct financial information for such Applicable Period and the Borrowers shall immediately pay to the Agent any accrued additional interest and fees owing as a result of Default and until such Event increased margin or percentage for such Applicable Period, which payment shall be applied promptly by the Agent to the Lenders in accordance with the terms of Default is cured or waived or (b) in the event that Administrative Agent this Agreement. This paragraph shall not receive limit the financial statements and compliance certificate required rights of the Agent or the Lenders with respect to Article XI or to charge the Default Rate pursuant to Subsections 4.6(A), 4.6(B) and 4.6(C) when due, from such due date and until the fifth (5th) Business Day following Administrative Agent’s receipt of such overdue financial statements and compliance certificate (and in the event a decrease in the applicable margin is then warranted, receipt of the Borrower’s written request to decrease such margin), the applicable Base Rate Margin and LIBOR Rate Margin shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan and 3.0% and 4.0% per annum, respectively, for the Term B Loan. Revolving Loans and Term A Loan Total Leverage Ratio Base Rate Margin LIBOR Margin Total Leverage Ratio Base Rate LIBOR Margin MarginSection 3.3.

Applicable Margins. Initially, and continuing through the day immediately preceding the first Adjustment Date occurring on or after [DATE SIX MONTHS AFTER CLOSING DATE], 2003, on which Borrower demonstrates that a change in the (a) The Base Rate Applicable Margin and the LIBOR Applicable Margin is warranted and requests such change to be used in writingcalculating the interest rate applicable to different Types of Borrowings, (i) shall vary from time to time in accordance with the applicable Consolidated Leverage Ratio as follows: Consolidated Leverage Ratio LIBOR Applicable Margin Base Rate Applicable Margin Less than 40% 1.70 % 1.70 % 40% or greater but less than 45% 1.75 % 1.75 % 45% or greater but less than 50% 1.90 % 1.90 % 50% or greater but less than 55% 2.05 % 2.05 % 55% or greater 2.30 % 2.30 % The LIBOR Applicable Margin and LIBOR Base Rate Applicable Margin shall be 2.750% and 3.750% per annumdetermined by the Administrative Agent from time to time, respectively, for based on the Revolving Loans and the Term A Loan and (ii) 3.0% and 4.0% per annum, respectively, for the Term B Loan. Commencing on such Adjustment Date, the applicable Base Rate Margin and LIBOR Margin shall be for each Calculation Period the applicable per annum percentage Consolidated Leverage Ratio as set forth in the pricing tables below opposite compliance certificate most recently delivered by the Total Borrower pursuant to Section 8.2(iv). Any adjustment to the LIBOR Applicable Margin and Base Rate Applicable Margin shall be effective as of the first day of the calendar month immediately following the month during which the Borrower delivers to the Administrative Agent the applicable compliance certificate pursuant to Section 8.2(iv). If the Borrower fails to deliver a compliance certificate in accordance with Section 8.2(iv), the LIBOR Applicable Margin and the Base Rate Applicable Margin shall equal the percentages corresponding to a Consolidated Leverage Ratio of Borrower55% or greater until the first day of the calendar month immediately following the month that the required compliance certificate is delivered. Notwithstanding the foregoing, ona consolidated basis for the period from the Agreement Execution Date through but excluding the date on which the Administrative Agent first determines the LIBOR Applicable Margin and the Base Rate Applicable Margin as set forth above, the LIBOR Applicable Margin and the Base Rate Applicable Margin shall be determined based on a Consolidated Leverage Ratio of “40% or greater but less than 45%”. Thereafter, such LIBOR Applicable Margin and Base Rate Applicable Margin shall be adjusted from time to time as set forth in this definition. It is understood and agreed that each change in pricing level shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. The parties understand that the applicable interest rate for the Obligations and certain fees set forth herein may be determined and/or adjusted from time to time based upon certain financial ratios and/or other information to be provided or certified to the Lenders by the Borrower (the “Borrower Information”). If it is subsequently determined that any such Borrower Information was incorrect at the time it was delivered to the Administrative Agent as the result of fraud or intentional misstatement thereof, and its Subsidiaries; if the applicable interest rate or fees calculated for any period were lower than they should have been had the correct information been timely provided, that effective then, such interest rate and such fees for such period shall be automatically recalculated using correct Borrower Information. The Administrative Agent shall promptly notify the Borrower in writing of any additional interest and fees due because of such recalculation, and the Borrower shall pay such additional interest or fees due to the Administrative Agent, for the account of each Lender, within five (a5) upon Business Days of receipt of such written notice. Any recalculation of interest or fees required by this provision shall survive the occurrence termination of an Event this Agreement, and this provision shall not in any way limit any of Default and until such Event of Default is cured the Administrative Agent’s or waived or any Lender’s other rights under this Agreement. (b) In the event the Borrower obtains an Investment Grade Rating during the term of the Facility, at the election of the Borrower upon prior irrevocable written notice to Administrative Agent and the Lenders, which election shall relate solely to this Agreement and shall have no effect on elections to be made with respect to the Existing Revolving Credit Agreement, from and after such election the Base Rate Applicable Margin and the LIBOR Applicable Margin shall vary from time to time in accordance with the Investment Grade Rating as follows (such that the Applicable Margin shall change from time to time as and when the Investment Grade Rating changes, which changes shall be effective from the date that the notice is delivered): A-/A3 1.40 % 1.40 % BBB+/Baa1 1.45 % 1.45 % BBB/Baa2 1.55 % 1.55 % BBB-/Baa3 1.85 % 1.85 % Below BBB- or Baa3 (“Level V”) 2.35 % 2.35 % The Applicable Margin shall be determined by the higher of the two ratings from S&P or Xxxxx’x. In the event that Administrative Agent shall not receive such two ratings are more than one rating level apart and both are Investment Grade Ratings, then the financial statements and compliance certificate required pursuant to Subsections 4.6(A), 4.6(B) and 4.6(C) when due, from such due date and until rating level one level above the fifth (5th) Business Day following Administrative Agent’s receipt of such overdue financial statements and compliance certificate (and in the event a decrease in the applicable margin is then warranted, receipt lower of the Borrower’s written request to decrease such margin)two ratings shall apply. If only one Investment Grade Ratings has been issued, the applicable Base Rate Margin and LIBOR Rate Applicable Margin shall be 2.750% determined based on the sole Investment Grade Rating then in effect. If Investment Grade Ratings shall have been assigned by both rating agencies and 3.750% per annumthereafter the Borrower does not have an Investment Grade Rating from either Rating Agency, respectively, for the Revolving Loans and Applicable Margin shall be determined based on Level V of the Term A Loan and 3.0% and 4.0% per annum, respectively, for the Term B Loan. Revolving Loans and Term A Loan Total Leverage Ratio Base Rate Margin LIBOR Margin Total Leverage Ratio Base Rate LIBOR Margin Marginforgoing table in this Section 2.9(b).

Applicable Margins. Initially, and continuing through the day immediately preceding the first Adjustment Date occurring on or after [DATE SIX MONTHS AFTER CLOSING DATE], 2003, on which Borrower demonstrates that a change in the Base Rate Margin and the LIBOR Margin is warranted and requests such change in writing, (i) the applicable Base Rate Margin and LIBOR Margin shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan and (ii) 3.0% and 4.0% per annum, respectively, for the Term B Loan. Commencing on such Adjustment Date, the applicable Base Rate Margin and LIBOR Margin shall be for each Calculation Period the applicable per annum percentage set forth in the pricing tables below opposite the Total Leverage Ratio of Borrower, ona consolidated basis for Borrower and its Subsidiaries; provided, that effective (a) upon the occurrence of an Event of Default and until such Event of Default is cured or waived or (b) in the event that Administrative Agent shall not receive the financial statements and compliance certificate required pursuant to Subsections 4.6(A), 4.6(B) and 4.6(C) when due, from such due date and until the fifth (5th) Business Day following Administrative Agent’s receipt of such overdue financial statements and compliance certificate (and in the event a decrease in the applicable margin is then warranted, receipt of the Borrower’s written request to decrease such margin)waived, the applicable Base Rate Margin and LIBOR Rate Margin shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan and 3.0% and 4.0% per annum, respectively, for the Term B Loan. Revolving Loans and Term A Loan Total Leverage Ratio Base Rate Margin LIBOR Margin Term B Loan Total Leverage Ratio Base Rate Margin LIBOR Margin Margin

Applicable Margins. InitiallyPrior to the Investment Grade Rating Date, the interest due hereunder with respect to the Advances shall vary from time to time and continuing through shall be determined by reference to the day immediately preceding Type of Advance and the first Adjustment Date occurring on or after [DATE SIX MONTHS AFTER CLOSING DATE], 2003, on which Borrower demonstrates that a then-current Leverage Ratio. Any such change in the Base Rate Margin and the LIBOR Margin is warranted and requests such change in writing, (i) the applicable Base Rate Margin and LIBOR Applicable Margin shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan and (ii) 3.0% and 4.0% per annum, respectively, for the Term B Loan. Commencing made on such Adjustment Date, the applicable Base Rate Margin and LIBOR Margin shall be for each Calculation Period the applicable per annum percentage set forth in the pricing tables below opposite the Total Leverage Ratio of Borrower, ona consolidated basis for Borrower and its Subsidiaries; provided, that effective (a) upon the occurrence of an Event of Default and until such Event of Default is cured or waived or (b) in the event that Administrative Agent shall not receive the financial statements and compliance certificate required pursuant to Subsections 4.6(A), 4.6(B) and 4.6(C) when due, from such due date and until the fifth (5th) Business Day following day subsequent to the date on which the Administrative Agent receives a compliance certificate pursuant to Section 6.1(iv) with respect to the preceding fiscal quarter of Borrower, provided that the Administrative Agent does not object to the information provided in such certificate and provided further that if any such compliance certificate has not been delivered by the date required under Section 6.1(iv) and remains undelivered for five (5) business days after written notice thereof from the Administrative Agent’s receipt , the Applicable Margins shall accrue as if the Leverage Ratio were in excess of 55% until such delivery occurs. Such changes shall be given prospective effect only, and no recalculation shall be done with respect to interest or Letter of Credit Fees accrued prior to the date of such overdue financial statements and change in the Applicable Margin. If any such compliance certificate shall later be determined to be incorrect and as a result a higher Applicable Margin should have been in effect for any period, Borrower shall pay to the Administrative Agent for the benefit of the Lenders all additional interest and fees which would have accrued if the original compliance certificate had been correct, as shown on an invoice to be prepared by the Administrative Agent and delivered to Borrower, on the next Payment Date following delivery of such invoice. The per annum Applicable Margins that will be either added to the Floor Base Rate to determine the Base Rate or added to LIBOR Base Rate (as adjusted for any Reserve Requirement) to determine the LIBOR Rate for any LIBOR Interest Period (the “Leverage Based Pricing Grid”) shall be determined as follows: > 55% but < 60% 2.05% 1.05% > 50% but < 55% 1.95% 0.95% > 45% but < 50% 1.85% 0.85% > 40% but < 45% 1.65% 0.65% < 40% 1.50% 0.50% > 55% but < 60% 2.30% 1.30% > 50% but < 55% 2.20% 1.20% > 45% but < 50% 2.10% 1.10% > 40% but < 45% 1.90% 0.90% < 40% 1.75% 0.75% On and at all times after the Investment Grade Rating Date, at the one-time irrevocable election of the Borrower, the Applicable Margins thereafter shall vary from time to time and shall be determined by reference to the Type of Advance and the then-current Credit Ratings of Borrower, and the Facility Fee Percentage shall be similarly determined. The change from the Leverage Based Pricing Grid above to the Rating Based Pricing Grid below shall be effective as of the first day of the first calendar month immediately following the month in which the event a decrease Administrative Agent receives written notice delivered by the Borrower that it has achieved such Investment Grade Ratings. Any subsequent change in the applicable margin is then warranted, receipt any of the Borrower’s Credit Ratings which would cause a different level to be applicable shall be effective as of the first day of the first calendar month immediately following the month in which the Administrative Agent receives written request notice delivered by the Borrower that such change in a Credit Rating has occurred; provided, however, if the Borrower has not delivered the notice required but the Administrative Agent becomes aware that any of the Borrower’s Credit Ratings have changed, then the Administrative Agent shall adjust the level effective as of the first day of the first calendar month following the date the Administrative Agent becomes aware of such change in Borrower’s Credit Ratings. The per annum Applicable Margins that will be either added to decrease the Alternate Base Rate to determine the Floating Rate or added to LIBOR Base Rate (as adjusted for any Reserve Requirement) to determine the LIBOR Rate for any LIBOR Interest Period and the Facility Fee Percentage (the “Ratings Based Pricing Grid”) shall be determined as follows: At least A- or A3 0.95 % 0.00 % 0.10 % 1.05 % At least BBB+ or Baa1 1.00 % 0.05 % 0.15 % 1.15 % At least BBB or Baa2 1.10 % 0.10 % 0.20 % 1.30 % At least BBB- or Baa3 1.30 % 0.30 % 0.25 % 1.55 % Below BBB- and Baa3 1.70 % 0.75 % 0.30 % 2.00 % At least A- or A3 0.95 % 0.00 % At least BBB+ or Baa1 1.05 % 0.05 % At least BBB or Baa2 1.20 % 0.20 % At least BBB- or Baa3 1.50 % 0.50 % Below BBB- and Baa3 1.95 % 0.90 % At least A- or A3 1.20 % 0.20 % At least BBB+ or Baa1 1.30 % 0.30 % At least BBB or Baa2 1.45 % 0.45 % At least BBB- or Baa3 1.75 % 0.75 % Below BBB- and Baa3 2.20 % 1.20 % During any period for which the rating agencies assign Credit Ratings which correspond to three different levels in the Ratings Based Pricing Grid the Applicable Margins and Facility Fee Percentage (if applicable) will be determined by (A) the highest Credit Rating, if the Credit Ratings differ by only one level and (B) the average of the two highest Credit Ratings, if the Credit Ratings differ by two or more levels (unless the average of such margintwo highest Credit Ratings is not a recognized level, in which case the Applicable Margin will be based on the level corresponding to the second highest Credit Rating). During any period for which the rating agencies assign Credit Ratings which correspond to two different levels in the Ratings Based Pricing Grid the Applicable Margins and Facility Fee Percentage (if applicable) will be determined by (A) the highest Credit Rating, if the Credit Ratings differ by only one level and (B) the median of the two Credit Ratings, if the Credit Ratings differ by two or more levels (unless the median of such two Credit Ratings is not a recognized level, in which case the Applicable Margin will be based on the level which is one (1) level below the level corresponding to the higher of such Credit Ratings). During any period for which the Borrower has received a Credit Rating from only one Rating Agency, the applicable Base Rate Margin and LIBOR Rate Applicable Margin shall be 2.750% determined based on such Credit Rating so long as such Credit Rating is from either S&P or Xxxxx’x, and 3.750% per annum, respectively, for otherwise at the Revolving Loans “Below BBB- and the Term A Loan and 3.0% and 4.0% per annum, respectively, for the Term B Loan. Revolving Loans and Term A Loan Total Leverage Ratio Base Rate Margin LIBOR Margin Total Leverage Ratio Base Rate LIBOR Margin MarginBaa3” level.

Applicable Margins. InitiallyFrom the Amendment Date, and continuing through the day immediately preceding the first Adjustment Date occurring on or after [DATE SIX MONTHS AFTER CLOSING DATE]September 30, 2003, on which Borrower demonstrates that a change in the Base Rate Margin and the LIBOR Margin is warranted and requests such change in writing, (i) the applicable Base Rate Margin and LIBOR Margin shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan and (ii) 3.0% and 4.0% per annum, respectively, for the Term B Loan. Commencing on such Adjustment Date2012, the applicable Base Rate Margin, LIBOR Margin, and Commitment Fee Margin shall be the applicable per annum percentage set forth in the pricing table below opposite the applicable Total Leverage Ratio of Borrower, determined on a consolidated, Pro forma Basis on the Amendment Date for Borrower and its Subsidiaries. Thereafter, the applicable Base Rate Margin, LIBOR Margin, and Commitment Fee Margin shall be for each Calculation Period the applicable per annum percentage set forth in the pricing tables table below opposite the applicable Total Leverage Ratio of Borrower, ona determined on a consolidated basis for Borrower and its Subsidiaries; provided, that effective (a) upon the occurrence of an Event of Default and until such Event of Default is cured or waived or (b) that, in the event that (i) Administrative Agent shall not receive the financial statements statements, Compliance Certificate, and compliance certificate Annual Officer’s Certificate required pursuant to Subsections 4.6(A), 4.6(B) ), 4.6(C), and 4.6(C4.6(D) when due, or (ii) an Event of Default occurs and Administrative Agent or Requisite Lenders so elect, then from such due date or dates and until the fifth (5th) Business Day following Administrative Agent’s receipt of such overdue financial statements statements, Compliance Certificate and compliance certificate Annual Officer’s Certificate or for so long as any Event of Default continues, as applicable (and in the event a decrease in the applicable margin is then warranted, receipt of the Borrower’s written request to decrease such margin), the applicable Base Rate Margin, the LIBOR Margin and LIBOR Rate the Commitment Fee Margin shall be 2.750% and 3.750% per annumincreased as provided in Subsection 1.2(E); provided, respectivelyfurther, for that effective upon the Revolving Loans and closing of any Acquisition that will increase the Term A Loan and 3.0% and 4.0% per annum, respectively, for the Term B Loan. Revolving Loans and Term A Loan Total Leverage Ratio on a Pro forma Basis, the Base Rate Margin Margin, LIBOR Margin and Commitment Fee Margin will immediately adjust to reflect such higher ratio. I ≥ 2.50x 2.00 % 3.000 % 1.750 % 2.750 % 0.375 % II ≥ 2.00x and < 2.50x 1.750 % 2.750 % 1.500 % 2.500 % 0.375 % III ≥ 1.50x and < 2.00x 1.500 % 2.500 % 1.250 % 2.250 % 0.250 % IV < 1.50x 1.250 % 2.250 % 1.000 % 2.000 % 0.250 % Amended and Restated Credit Agreement/Shenandoah Telecommunications Company If, as a result of any restatement of or other adjustment to any financial statements referred to above or for any other reason, Administrative Agent determines that (i) the Total Leverage Ratio Base Rate LIBOR Margin Marginas calculated by Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Total Leverage Ratio would have resulted in different pricing for any period, then (1) if the proper calculation of the Total Leverage Ratio would have resulted in higher pricing for such period, Borrower shall automatically and retroactively be obligated to pay to Administrative Agent, promptly on demand by Administrative Agent, an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period; and (2) if the proper calculation of the Total Leverage Ratio would have resulted in lower pricing for such period, Administrative Agent and Lenders shall have no obligation to repay any interest to Borrower; provided that if, as a result of any restatement or other event a proper calculation of the Total Leverage Ratio would have resulted in higher pricing for one or more periods and lower pricing for one or more other periods (due to the shifting of income or expenses from one period to another period or any similar reason), then the amount payable by Borrower pursuant to clause (1) above shall be based upon the excess, if any, of the amount of interest that should have been paid for all applicable periods over the amount of interest paid for all such periods.

Applicable Margins. Initially, and continuing through the day immediately preceding the first Adjustment Date occurring on or after [DATE SIX MONTHS AFTER CLOSING DATE], 2003, on which Borrower demonstrates that a change in the Base Rate Margin and the LIBOR Margin is warranted and requests such change in writing, (i) the applicable Base Rate Margin and LIBOR Margin shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan and (ii) 3.0% and 4.0% per annum, respectively, for the Term B Loan. Commencing on such Adjustment Amendment Date, the applicable Base Rate Margin, LIBOR Margin and Commitment Fee Margin shall be the applicable per annum percentage set forth in the pricing table below opposite the applicable Total Leverage Ratio of Borrower, determined on a consolidated basis for Borrower and its Subsidiaries and calculated on a pro forma basis after giving effect to any Loans requested by Borrower pursuant to this Agreement on the Amendment Date. Thereafter, the applicable Base Rate Margin, LIBOR Margin and Commitment Fee Margin shall be for each Calculation Period the applicable per annum percentage set forth in the pricing tables table below opposite the applicable Total Leverage Ratio of Borrower, ona determined on a consolidated basis for Borrower and its Subsidiaries; provided, that effective (a) upon the occurrence of an Event of Default and until such Event of Default is cured or waived or (b) that, in the event that Administrative Agent shall not receive the financial statements and compliance certificate Compliance Certificate required pursuant to Subsections 4.6(A4.5(A), 4.6(B4.5(B) and 4.6(C4.5(C) when due, from such due date and until the fifth (5th) Business Day following Administrative Agent’s receipt of such overdue financial statements and compliance certificate Compliance Certificate (and in the event a decrease in the applicable margin is then warranted, receipt of the Borrower’s written request to decrease such margin), the applicable Base Rate Margin and LIBOR Rate Margin shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan and 3.0% and 4.0LIBOR Margin shall be 4.750% per annum, respectivelyand the Commitment Fee Margin shall be 0.750%; provided, for further, that effective upon the Term B Loan. Revolving Loans and Term A Loan closing of any acquisition that will increase the Total Leverage Ratio on a pro forma basis, the Base Rate Margin, LIBOR Margin and Commitment Fee Margin will immediately adjust to reflect such higher ratio. Notwithstanding anything to the contrary set forth in this paragraph, initially, and continuing through the day immediately proceeding the first Adjustment Date occurring on or after September 30, 2010, the LIBOR Margin will be not less than 3.750% and the Base Rate Margin LIBOR Margin will be not less than 2.750%. > 2.00x 3.750 % 4.750 % 0.750 % > 1.75x and < 2.00x 3.500 % 4.500 % 0.750 % > 1.50x and < 1.75x 3.250 % 4.250 % 0.750 % > 1.25x and < 1.50x 3.000 % 4.000 % 0.625 % > 1.00x and < 1.25x 2.750 % 3.750 % 0.500 % < 1.00x 2.500 % 3.500 % 0.500 % If, as a result of any restatement of or other adjustment to any financial statements referred to above (i) the Total Leverage Ratio Base Rate LIBOR Margin Marginas calculated by Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Total Leverage Ratio would have resulted in different pricing for any period, then (1) if the proper calculation of the Total Leverage Ratio would have resulted in higher pricing for such period, Borrower shall automatically and retroactively be obligated to pay to Administrative Agent, promptly on demand by Administrative Agent, an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period; and (2) if the proper calculation of the Total Leverage Ratio would have resulted in lower pricing for such period, Administrative Agent and the Lenders shall have no obligation to repay any interest to Borrower; provided that if, as a result of any restatement or other event a proper calculation of the Total Leverage Ratio would have resulted in higher pricing for one or more periods and lower pricing for one or more other periods (due to the shifting of income or expenses from one period to another period or any similar reason), then the amount payable by Borrower pursuant to clause (1) above shall be based upon the excess, if any, of the amount of interest that should have been paid for all applicable periods over the amount of interest paid for all such periods.

Applicable Margins. Initially, and continuing through the day immediately preceding the first Adjustment Date occurring on or after [DATE SIX MONTHS AFTER CLOSING DATE]Date, 2003, on which Borrower demonstrates that a change in the Base Rate Margin and the LIBOR Margin is warranted and requests such change in writing, (i) the applicable Base Rate Margin and LIBOR Margin shall be 2.7500.75% and 3.7501.75% per annum, respectively, for the Revolving Loans and the Term A Loan and (ii) 3.0% and 4.0% per annum, respectively, for the Term B Loan. Commencing on such Adjustment Date, the applicable Base Rate Margin and LIBOR Margin shall be for each Calculation Period the applicable per annum percentage set forth in the pricing tables table below opposite the Total applicable Leverage Ratio of Borrower, ona consolidated basis for Borrower and its Subsidiaries; provided, that at the election of Requisite Lenders, effective (a) upon the occurrence of an Event of Default and until such Event of Default is cured or waived or (b) in the event that Administrative Agent shall not receive the financial statements and compliance certificate required pursuant to Subsections 4.6(A), 4.6(BSubsection 6.1(A) or Subsection 6.1(C) with respect to failure to comply with a financial covenant in Section 4 and 4.6(C) when due, from such due date and until the fifth (5th) Business Day following Administrative Agent’s receipt of such overdue financial statements and compliance certificate (and in the event a decrease in for so long as it continues the applicable margin is then warrantedBase Rate Margin and LIBOR Margin shall be 0.75% and 1.75% per annum, receipt of the Borrower’s written request respectively. ; provided, that with respect to decrease such margin)Term Loan B outstanding on and after May 13, 2008, the applicable Base Rate Margin and LIBOR Rate Margin shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan and 3.0% and 4.0% per annum, respectively, for the Term B Loan. Revolving Loans and Term A Loan Total Leverage Ratio Base Rate Margin and LIBOR Margin Total Leverage Ratio set forth in the pricing table above plus an additional 0.25%; provided, further, that unless the outstanding principal amount of the Term Loan B has been reduced to $30,000,000 or less from the proceeds of the Wireless Sale on or before May 31, 2008, then with respect to Term Loan B outstanding on and after such date the applicable Base Rate Margin and LIBOR Margin Marginshall be the Base Rate Margin and LIBOR Margin set forth in the pricing table above plus an additional 3.00%; and provided, further, that if the outstanding principal amount of the Term Loan B has been reduced to $30,000,000 or less from the proceeds of the Wireless Sale on or before May 31, 2008, then with respect to Term Loan B outstanding on and after August 12, 2008, the applicable Base Rate Margin and LIBOR Margin shall be the Base Rate Margin and LIBOR Margin set forth in the pricing table above plus an additional 0.75%.

Applicable Margins. InitiallyInitially from the Second Amendment Effective Date, and continuing through the day immediately preceding the first Adjustment Date occurring on or after [DATE SIX MONTHS AFTER CLOSING DATE]the Second Amendment Effective Date, 2003, on which Borrower demonstrates that a change in the Base Rate Margin Applicable Margins and the LIBOR Margin is warranted and requests such change in writing, (i) the applicable Base Rate Margin and LIBOR Commitment Fee Margin shall be 2.750% and 3.750% the applicable per annum, respectively, for annum percentage set forth in the Revolving Loans and pricing table below based on the Term A Loan and (ii) 3.0% and 4.0% per annum, respectively, for pro forma Leverage Ratio certified by the Term B LoanBorrower in the Closing Certificate delivered by the Borrower on the Second Amendment Effective Date. Commencing on such Adjustment DateThereafter, the applicable Base Rate Margin Applicable Margins and LIBOR Commitment Fee Margin shall be for each Calculation Period the applicable per annum percentage set forth in the pricing tables table below opposite the Total applicable Leverage Ratio of the Borrower, ona determined on a consolidated basis for the Borrower and its SubsidiariesSubsidiaries as set forth in the most recently delivered Compliance Certificate received by the Administrative Agent pursuant to Section 5.03; provided, that effective (a) upon the occurrence of an Event of Default and until such Event of Default is cured or waived or (b) that, in the event that (i) the Administrative Agent shall not receive the financial statements and compliance certificate the Compliance Certificate required pursuant to Subsections 4.6(A), 4.6(B) and 4.6(C) Section 5.03 when due, or (ii) at the option of the Administrative Agent or Required Lenders, an Event of Default occurs, then from such due date or dates or the date of the earliest to occur of all existing Events of Default and until the fifth (5th) Business Day following the Administrative Agent’s receipt of such overdue financial statements and compliance certificate statements, Compliance Certificate (and in the event a decrease in the applicable margin is then warranted, receipt of the Borrower’s written request to decrease such margin)) or the waiver of all existing Defaults, the applicable Base Rate Margin Applicable Margins and LIBOR Rate Commitment Fee Margin shall be 2.750the applicable per annum percentage set forth in Level I of the pricing table below. III > 3.00 and <4.00 2.000% 2.250% 3.000% 3.250% 0.500% If the Administrative Agent determines that (i) the Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and 3.750% per annum(ii) a proper calculation of the Leverage Ratio would have resulted in different pricing for any period, respectivelythen (1) if the proper calculation of the Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall automatically and retroactively be obligated to pay to the Administrative Agent, promptly on demand by the Administrative Agent, an amount equal to the excess of the amount of interest that should have been paid for such period over the Revolving Loans amount of interest actually paid for such period; and (2) if the proper calculation of the Leverage Ratio would have resulted in lower pricing for such period, the Administrative Agent and the Term A Loan and 3.0% and 4.0% per annum, respectively, for Lenders shall have no obligation to repay any interest to the Term B Loan. Revolving Loans and Term A Loan Total Borrower; provided that if a proper calculation of the Leverage Ratio Base Rate Margin LIBOR Margin Total Leverage Ratio Base Rate LIBOR Margin Marginwould have resulted in higher pricing for one or more periods and lower pricing for one or more other periods (due to the shifting of income or expenses from one period to another period or any similar reason), then the amount payable by the Borrower pursuant to clause (1) above shall be based upon the excess, if any, of the amount of interest that should have been paid for all applicable periods over the amount of interest paid for all such periods. (D) Section 5.02(e)(vi) of the Credit Agreement is hereby amended and restated in its entirety as follows:

Applicable Margins. InitiallyAt the end of each fiscal quarter, and continuing through the Agent shall determine the Undrawn Availability for such fiscal quarter based upon the average daily Undrawn Availability for each day immediately preceding of such fiscal quarter. From each Incentive Pricing Effective Date until the first Adjustment Date occurring on or after [DATE SIX MONTHS AFTER CLOSING DATE], 2003, on which Borrower demonstrates that a change in the Base Rate Margin and the LIBOR Margin is warranted and requests such change in writing, (i) the applicable Base Rate Margin and LIBOR Margin shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan and (ii) 3.0% and 4.0% per annum, respectively, for the Term B Loan. Commencing on such Adjustment next Incentive Pricing Effective Date, the applicable Applicable Base Rate Margin Margin, the Applicable Libor Rate Margin, the Applicable Unused Facility Fee Percentage and LIBOR Margin the Applicable Letter of Credit Fee Percentage shall be for each Calculation Period determined by reference to the applicable per annum percentage set forth in Undrawn Availability on the pricing tables below opposite the Total Leverage Ratio of Borrower, ona consolidated basis for Borrower and its Subsidiariesgrid below; provided, however, that effective Tier III pricing shall apply through and including November 30, 2010. I < $25,000,000 1.75 % 0.25 % 1.75 % 0.375 % II > $25,000,000 but < $50,000,000 1.50 % 0 % 1.50 % 0.375 % III > $50,000,000 but < $70,000,000 1.25 % 0 % 1.25 % 0.375 % IV > $70,000,000 1.00 % 0 % 1.00 % 0.375 % If any financial statement or certificate delivered pursuant to Article IX is shown to be inaccurate (a) regardless of whether this Agreement is in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Base Rate Margin, Applicable Libor Rate Margin, Applicable Unused Facility Fee Percentage or Applicable Letter of Credit Fee Percentage for any period (such period, the “Applicable Period”), than the Applicable Base Rate Margin, Applicable Libor Rate Margin, Applicable Unused Facility Fee Percentage or Applicable Letter of Credit Fee Percentage, as applicable, actually applied to such Applicable Period, then, upon the occurrence written request of an Event the Agent, such margin or percentage shall be determined in accordance with the correct financial information for such Applicable Period and the Borrowers shall immediately pay to the Agent any accrued additional interest and fees owing as a result of Default and until such Event increased margin or percentage for such Applicable Period, which payment shall be applied promptly by the Agent to the Lenders in accordance with the terms of Default is cured or waived or (b) in the event that Administrative Agent this Agreement. This paragraph shall not receive limit the financial statements and compliance certificate required rights of the Agent or the Lenders with respect to Article XI or to charge the Default Rate pursuant to Subsections 4.6(A), 4.6(B) and 4.6(C) when due, from such due date and until the fifth (5th) Business Day following Administrative Agent’s receipt of such overdue financial statements and compliance certificate (and in the event a decrease in the applicable margin is then warranted, receipt of the Borrower’s written request to decrease such margin), the applicable Base Rate Margin and LIBOR Rate Margin shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan and 3.0% and 4.0% per annum, respectively, for the Term B Loan. Revolving Loans and Term A Loan Total Leverage Ratio Base Rate Margin LIBOR Margin Total Leverage Ratio Base Rate LIBOR Margin MarginSection 3.3.

Applicable Margins. InitiallyInitially from the Closing Date, and continuing through the day immediately preceding the first Adjustment Date occurring on or after [DATE SIX MONTHS AFTER CLOSING DATE]the Closing Date, 2003, on which Borrower demonstrates that a change in the Base Rate Margin Applicable Margins and the LIBOR Margin is warranted and requests such change in writing, (i) the applicable Base Rate Margin and LIBOR Commitment Fee Margin shall be 2.750% and 3.750% the applicable per annum, respectively, for annum percentage set forth in Level I of the Revolving Loans and the Term A Loan and (ii) 3.0% and 4.0% per annum, respectively, for the Term B Loanpricing table below. Commencing on such Adjustment DateThereafter, the applicable Base Rate Margin Applicable Margins and LIBOR Commitment Fee Margin shall be for each Calculation Period the applicable per annum percentage set forth in the pricing tables table below opposite the Total applicable Leverage Ratio of the Borrower, ona determined on a consolidated basis for the Borrower and its SubsidiariesSubsidiaries as set forth in the most recently delivered Compliance Certificate received by the Administrative Agent pursuant to Section 5.03; provided, that effective (a) upon the occurrence of an Event of Default and until such Event of Default is cured or waived or (b) that, in the event that (i) the Administrative Agent shall not receive the financial statements and compliance certificate the Compliance Certificate required pursuant to Subsections 4.6(A), 4.6(B) and 4.6(C) Section 5.03 when due, or (ii) at the option of the Administrative Agent or Required Lenders, an Event of Default occurs, then from such due date or dates or the date of the earliest to occur of all existing Events of Default and until the fifth (5th) Business Day following the Administrative Agent’s receipt of such overdue financial statements and compliance certificate statements, Compliance Certificate (and in the event a decrease in the applicable margin is then warranted, receipt of the Borrower’s written request to decrease such margin)) or the waiver of all existing Defaults, the applicable Base Rate Margin Applicable Margins and LIBOR Rate Commitment Fee Margin shall be 2.750the applicable per annum percentage set forth in Level I of the pricing table below. II > 3.00 and <4.00 2.000% 2.250% 3.000% 3.250% 0.500% If the Administrative Agent determines that (i) the Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and 3.750% per annum(ii) a proper calculation of the Leverage Ratio would have resulted in different pricing for any period, respectivelythen (1) if the proper calculation of the Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall automatically and retroactively be obligated to pay to the Administrative Agent, promptly on demand by the Administrative Agent, an amount equal to the excess of the amount of interest that should have been paid for such period over the Revolving Loans amount of interest actually paid for such period; and (2) if the proper calculation of the Leverage Ratio would have resulted in lower pricing for such period, the Administrative Agent and the Term A Loan and 3.0% and 4.0% per annum, respectively, for Lenders shall have no obligation to repay any interest to the Term B Loan. Revolving Loans and Term A Loan Total Borrower; provided that if a proper calculation of the Leverage Ratio Base Rate Margin LIBOR Margin Total Leverage Ratio Base Rate LIBOR Margin Marginwould have resulted in higher pricing for one or more periods and lower pricing for one or more other periods (due to the shifting of income or expenses from one period to another period or any similar reason), then the amount payable by the Borrower pursuant to clause (1) above shall be based upon the excess, if any, of the amount of interest that should have been paid for all applicable periods over the amount of interest paid for all such periods.

Applicable Margins. Initially(1) The Applicable Margins on a per annum basis shall, until (and excluding) the Closing Date, be the respective rates provided in the Original Credit Agreement; and (2) Beginning on the Closing Date, the Applicable Margins shall be: (a) for the period commencing on the Closing Date through the last day of the calendar month during which Financial Statements for June 30, 2014, are delivered: (i) in the case of the Applicable Revolver Index Margin, one percent (1.00%) per annum; (ii) in the case of the Applicable Revolver LIBOR Margin, two percent (2.00%) per annum; (iii) in the case of the Applicable L/C Margin, two percent (2.00%) per annum; and (iv) in the case of the Applicable Unused Line Fee Margin, as provided in the proviso to subsection (b) below; (b) thereafter, the Applicable Margins (other than the Applicable Unused Line Fee Margin) shall be determined from time to time as set forth below based upon the Leverage Ratio of H&E Delaware and its Subsidiaries as of the last day of the most recent Fiscal Quarter (as reflected in the applicable monthly unaudited Financial Statements required to be delivered hereunder); provided, that, the Applicable Unused Line Fee Margin, shall be (i) 0.50% if the average of the daily closing balances of the aggregate Revolving Loan, the Swing Line Loan and Letters of Credit outstanding during the monthly period for which such Fee is due (as provided in Section 1.9(c)) is less than 33.00% of the Commitments, (ii) 0.375% if the average of the daily closing balances of the aggregate Revolving Loan, the Swing Line Loan and Letters of Credit outstanding during the monthly period for which such Fee is due (as provided in Section 1.9(c)) is equal to or more than 33.00% of the Commitments but less than 66.00% of the Commitments or (iii) 0.25% if the average of the daily closing balances of the aggregate Revolving Loan, the Swing Line Loan and the Letters of Credit outstanding during the monthly period for which such Fee is due (as provided in Section 1.9(c)) is equal to or more than 66.00% of the Commitments: If Leverage Ratio is: Level of Applicable Margins: <2.50 to 1.00 Level I < 3.50 to 1.00 but ³ 2.50 to 1.00 Level II ³ 3.50 to 1.00 Level III Applicable Revolver Index Margin 0.75 % 1.00 % 1.25 % Applicable Revolver LIBOR Margin 1.75 % 2.00 % 2.25 % Applicable L/C Margin 1.75 % 2.00 % 2.25 % The Applicable Margins (other than the Applicable Unused Line Fee Margin) shall be adjusted from time to time based upon the monthly Financial Statements for the last fiscal month of each Fiscal Quarter required to be delivered hereunder (beginning with the Fiscal Quarter ending on June 30, 2014) which shall be accompanied by a written calculation of the Leverage Ratio of H&E Delaware and its Subsidiaries that is certified on behalf of the Borrower Representative by an Authorized Officer thereof as of the end of each such fiscal month for which such Financial Statements are delivered and that truthfully and accurately evidences the need for an adjustment (the Agent reserving the right to challenge any such Financial Statements or calculation and make any prospective or retroactive claim for any interest that would have accrued but for any inaccuracy of any such Financial Statements or calculation, and Borrowers shall be liable for any such interest deficiency). Each such adjustment in the Applicable Margins shall be effective as of the first day of the calendar month following the date of delivery of such Financial Statements and written calculation; provided, that if the Borrower Representative shall fail to deliver any such Financial Statements or written calculation for any such fiscal month by the date required pursuant to Section 4.1, then, at Agent’s election, effective as of the first day of the calendar month following the end of each such fiscal month during which such Financial Statements were to have been delivered, and continuing through the first day immediately preceding of the first Adjustment Date occurring on or after [DATE SIX MONTHS AFTER CLOSING DATE]calendar month following the date (if ever) when such Financial Statements and such written calculation are finally delivered, 2003, on which Borrower demonstrates that a change in the Base Rate Applicable Margin and (other than the LIBOR Margin is warranted and requests such change in writing, (iApplicable Unused Line Fee Margin) the applicable Base Rate Margin and LIBOR Margin shall be 2.750% and 3.750% per annum, respectively, for conclusively presumed to equal the Revolving Loans and the Term A Loan and (ii) 3.0% and 4.0% per annum, respectively, for the Term B Loan. Commencing on such Adjustment Date, the applicable Base Rate highest Applicable Margin and LIBOR Margin shall be for each Calculation Period the applicable per annum percentage set forth specified in the pricing tables below opposite the Total Leverage Ratio of Borrower, ona consolidated basis for Borrower and its Subsidiaries; provided, that effective (a) upon the occurrence of table set forth above. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until such Event the first day of the first calendar month following the date on which all Defaults or Events of Default is cured or are waived or (b) in the event that Administrative Agent shall not receive the financial statements and compliance certificate required pursuant to Subsections 4.6(A), 4.6(B) and 4.6(C) when due, from such due date and until the fifth (5th) Business Day following Administrative Agent’s receipt of such overdue financial statements and compliance certificate (and in the event a decrease in the applicable margin is then warranted, receipt of the Borrower’s written request to decrease such margin), the applicable Base Rate Margin and LIBOR Rate Margin shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan and 3.0% and 4.0% per annum, respectively, for the Term B Loan. Revolving Loans and Term A Loan Total Leverage Ratio Base Rate Margin LIBOR Margin Total Leverage Ratio Base Rate LIBOR Margin Margincured.

Applicable Margins. Initially, and continuing through the day immediately preceding the first Adjustment Date occurring that occurs on or after [DATE SIX MONTHS AFTER CLOSING DATE]the Effective Date, 2003the applicable LIBOR Margin, on which Borrower demonstrates that a change in the Base Rate Margin and the LIBOR Margin is warranted and requests such change in writing, (i) the applicable Base Fixed Rate Margin and LIBOR Margin shall be 2.7503.75%, 2.75% and 3.7502.00% per annum, respectively, for the Revolving Loans and the Term A Loan and (ii) 3.0% and 4.0% per annum, respectively, for the Term B Loan. Commencing on such Adjustment Date, the applicable LIBOR Margin, Base Rate Margin and LIBOR Fixed Rate Margin shall be for each Calculation Period the applicable per annum percentage set forth in the pricing tables table below opposite the Total applicable Leverage Ratio of Borrower, ona consolidated basis for Borrower and its Subsidiaries; provided, that effective (a) upon the occurrence of an Event of Default and until such Event of Default is cured or waived or (b) in the event that (i) Administrative Agent shall not receive the financial statements and compliance certificate or Compliance Certificate required pursuant to Subsections 4.6(A4.4(A), 4.6(B4.4(B) and 4.6(C4.4(C) when due, or (ii) an Event of Default occurs, then from such due date or date and until the fifth (5th) Business Day following Administrative Agent’s receipt of such overdue financial statements and compliance certificate (and in the event a decrease in the applicable margin is then warranted, receipt Compliance Certificate or for so long as such Event of the Borrower’s written request to decrease such margin)Default continues, the applicable LIBOR Margin, Base Rate Margin and LIBOR Fixed Rate Margin shall be 2.7504.25%, 3.25% and 3.750% per annum2.50%, respectively. > 3.00:1 4.25% 3.25% 2.50% > 2.50:1 < 3.00:1 3.75% 2.75% 2.00% If, as a result of any restatement of or other adjustment to any financial statements referred to above or for any other reason, Administrative Agent determines in good faith that (i) the Revolving Loans and the Term A Loan and 3.0% and 4.0% per annum, respectively, for the Term B Loan. Revolving Loans and Term A Loan Total Leverage Ratio Base Rate Margin LIBOR Margin Total as calculated by Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Leverage Ratio Base Rate LIBOR Margin Marginwould have resulted in different pricing for any period, then (1) if the proper calculation of the Leverage Ratio would have resulted in higher pricing for such period, Borrower shall automatically and retroactively be obligated to pay to Administrative Agent, promptly on demand by Administrative Agent, an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period; and (2) if the proper calculation of the Leverage Ratio would have resulted in lower pricing for such period, Administrative Agent and Lenders shall have no obligation to repay any interest to Borrower; provided that if, as a result of any restatement or other event a proper calculation of the Leverage Ratio would have resulted in higher pricing for one or more periods and lower pricing for one or more other periods (due to the shifting of income or expenses from one period to another period or any similar reason), then the amount payable by Borrower pursuant to clause (1) above shall be based upon the excess, if any, of the amount of interest that should have been paid for all applicable periods over the amount of interest paid for all such periods.

Applicable Margins. Initially, The interest due hereunder with respect to the Advances shall vary from time to time and continuing through shall be determined by reference to the day immediately preceding Type of Advance and the first Adjustment Date occurring on or after [DATE SIX MONTHS AFTER CLOSING DATE], 2003, on which Borrower demonstrates that a then-current Leverage Ratio. Any such change in the Base Rate Margin and the LIBOR Margin is warranted and requests such change in writing, (i) the applicable Base Rate Margin and LIBOR Applicable Margin shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan and (ii) 3.0% and 4.0% per annum, respectively, for the Term B Loan. Commencing made on such Adjustment Date, the applicable Base Rate Margin and LIBOR Margin shall be for each Calculation Period the applicable per annum percentage set forth in the pricing tables below opposite the Total Leverage Ratio of Borrower, ona consolidated basis for Borrower and its Subsidiaries; provided, that effective (a) upon the occurrence of an Event of Default and until such Event of Default is cured or waived or (b) in the event that Administrative Agent shall not receive the financial statements and compliance certificate required pursuant to Subsections 4.6(A), 4.6(B) and 4.6(C) when due, from such due date and until the fifth (5th) Business Day day subsequent to the date on which the Administrative Agent receives a compliance certificate pursuant to Section 6.1(v) with respect to the preceding fiscal quarter of Borrower, provided that the Administrative Agent does not object to the information provided in such certificate. In the event any such compliance certificate is not delivered by Borrower when due under Section 6.1(v) the Administrative Agent shall have the right, if so directed by the Majority Lenders, to increase the Applicable Margins to the next higher level until such compliance certificate is delivered, by delivering written notice thereof to Borrower. Such changes shall be given prospective effect only, and no recalculation shall be done with respect to interest or Facility Letter of Credit Fees accrued prior to the date of such change in the Applicable Margin. If any such compliance certificate shall later be determined to be incorrect and as a result a higher Applicable Margin should have been in effect for any period, Borrower shall pay to the Administrative Agent for the benefit of the Lenders all additional interest and fees which would have accrued if the original compliance certificate had been correct, as shown on an invoice to be prepared by the Administrative Agent and delivered to Borrower, on the next Payment Date following delivery of such invoice. The per annum Applicable Margins that will be either added to the Alternate Base Rate to determine the Floating Rate or added to LIBOR Base Rate (as adjusted for any Reserve Requirement) to determine the LIBOR Rate for any LIBOR Interest Period shall be determined as follows: Leverage Ratio LIBOR Applicable Margin ABR Applicable Margin < 50% 2.75% 1.75% > 50%, < 55% 3.00% 2.00% > 55%, < 60% 3.25% 2.25% > 60%, < 65% 3.50% 2.50% > 65%, < 67.5% 4.00% 3.00% FORM OF NOTE February __, 2000 Xxxxxx Xestern Retail Real Estate Trust, Inc., a corporation organized under the laws of the State of Maryland (the “Borrower”), promises to pay to the order of ____________________ (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Amended and Restated Credit Agreement, dated as of the date hereof among the Borrower, KeyBank National Association, individually and as Administrative Agent’s receipt , and the other Lenders named therein (as the same may be amended or modified, the “Agreement”) hereinafter referred to, in immediately available funds at the main office of KeyBank National Association in Cleveland, Ohio, as Administrative Agent, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay remaining unpaid principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date or such earlier date as may be required under the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Agreement, as it may be amended from time to time, reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. If there is a Default under the Agreement or any other Loan Document and Administrative Agent exercises the remedies provided under the Agreement and/or any of the Loan Documents for the Lenders, then in addition to all amounts recoverable by the Administrative Agent and the Lenders under such documents, the Administrative Agent and the Lenders shall be entitled to receive reasonable attorneys fees and expenses incurred by the Administrative Agent and the Lenders in connection with the exercise of such overdue financial statements remedies. Borrower and compliance certificate (all endorsers severally waive presentment, protest and demand, notice of protest, demand and of dishonor and nonpayment of this Note, and any and all lack of diligence or delays in collection or enforcement of this Note, and expressly agree that this Note, or any payment hereunder, may be extended from time to time, and expressly consent to the event a decrease in release of any party liable for the applicable margin is then warrantedobligation secured by this Note, receipt the release of any of the security for this Note, the acceptance of any other security therefore, or any other indulgence or forbearance whatsoever, all without notice to any party and without affecting the liability of the Borrower and any endorsers hereof. This Note shall be governed and construed under the internal laws of the State of Illinois. INLAND WESTERN RETAIL REAL ESTATE TRUST, INC. By: Print Name: Xxxxxx X. Xxxxxx Title: President and Chief Executive Officer 2900 Xxxxxxxxxxx Xxxx Oak Brook, Illinois 60523 Phone: 000-000-0000 Facsimile: 630-218-4955 Attention: Xxxxxx X. Xxxxxx Maturity Principal Maturity Principal Amount of of Interest Amount Unpaid This Amendment to Credit Agreement (the “Amendment”) is made as of __________, 20__, by and among Inland Western Retail Real Estate Trust, Inc. (the “Borrower’s written request to decrease such margin”), KeyBank National Association, as “Administrative Agent,” and one or more existing or new “Lenders” shown on the applicable Base Rate Margin and LIBOR Rate Margin shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan and 3.0% and 4.0% per annum, respectively, for the Term B Loan. Revolving Loans and Term A Loan Total Leverage Ratio Base Rate Margin LIBOR Margin Total Leverage Ratio Base Rate LIBOR Margin Marginsignature pages hereof.

Applicable Margins. Initially, and continuing through the day immediately preceding the first Adjustment Date occurring on or after [DATE SIX MONTHS AFTER CLOSING DATE], 2003, on which Borrower demonstrates that a change in the Base Rate Margin and the LIBOR Margin is warranted and requests such change in writing, (i) the applicable Base Rate Margin and LIBOR Margin shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan and (ii) 3.0% and 4.0% per annum, respectively, for the Term B Loan. Commencing on such Adjustment Second Amendment Date, the applicable Base Rate Margin, LIBOR Margin, Commitment Fee Margin, and Swingline Base Rate Margin shall be the applicable per annum percentage set forth in the pricing table below opposite the applicable Total Leverage Ratio of Borrower, determined on a consolidated basis for Borrower and its Subsidiaries and calculated on a pro forma basis after giving effect to any Loans requested by Borrower pursuant to this Agreement on the Second Amendment Date. Thereafter, the applicable Base Rate Margin, LIBOR Margin, Commitment Fee Margin, and Swingline Base Rate Margin shall be for each Calculation Period the applicable per annum percentage set forth in the pricing tables table below opposite the applicable Total Leverage Ratio of Borrower, ona determined on a consolidated basis for Borrower and its Subsidiaries; provided, that effective (a) upon the occurrence of an Event of Default and until such Event of Default is cured or waived or (b) that, in the event that Administrative Agent shall not receive the financial statements and compliance certificate Compliance Certificate required pursuant to Subsections 4.6(A4.5(A), 4.6(B4.5(B) and 4.6(C4.5(C) when due, from such due date and until the fifth (5th) Business Day following Administrative Agent’s receipt of such overdue financial statements and compliance certificate Compliance Certificate (and in the event a decrease in the applicable margin is then warranted, receipt of the Borrower’s written request to decrease such margin), the applicable Base Rate Margin and LIBOR Rate Margin shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan and 3.0% and 4.0LIBOR Margin shall be 4.750% per annum, respectivelythe Commitment Fee Margin shall be 0.750%, for and the Term B Loan. Revolving Loans and Term A Loan Swingline Base Rate Margin shall be 3.250% per annum; provided, further, that effective upon the closing of any acquisition that will increase the Total Leverage Ratio on a pro forma basis, the Base Rate Margin, LIBOR Margin, Commitment Fee Margin, and Swingline Base Rate Margin will immediately adjust to reflect such higher ratio. Notwithstanding anything to the contrary set forth in this paragraph, initially, and continuing through the day immediately proceeding the first Adjustment Date occurring on or after September 30, 2010, the LIBOR Margin will be not less than 3.750%, the Base Rate Margin will be not less than 2.750%, and the Swingline Base Rate Margin will not be less than 2.250%. > 2.00x 3.750 % 4.750 % 0.750 % 3.250 % > 1.75x and < 2.00x 3.500 % 4.500 % 0.750 % 3.000 % > 1.50x and < 1.75x 3.250 % 4.250 % 0.750 % 2.750 % > 1.25x and < 1.50x 3.000 % 4.000 % 0.625 % 2.500 % > 1.00x and < 1.25x 2.750 % 3.750 % 0.500 % 2.250 % < 1.00x 2.500 % 3.500 % 0.500 % 2.000 % If, as a result of any restatement of or other adjustment to any financial statements referred to above (i) the Total Leverage Ratio Base Rate LIBOR Margin Marginas calculated by Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Total Leverage Ratio would have resulted in different pricing for any period, then (1) if the proper calculation of the Total Leverage Ratio would have resulted in higher pricing for such period, Borrower shall automatically and retroactively be obligated to pay to Administrative Agent, promptly on demand by Administrative Agent, an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period; and (2) if the proper calculation of the Total Leverage Ratio would have resulted in lower pricing for such period, Administrative Agent and the Lenders shall have no obligation to repay any interest to Borrower; provided that if, as a result of any restatement or other event a proper calculation of the Total Leverage Ratio would have resulted in higher pricing for one or more periods and lower pricing for one or more other periods (due to the shifting of income or expenses from one period to another period or any similar reason), then the amount payable by Borrower pursuant to clause (1) above shall be based upon the excess, if any, of the amount of interest that should have been paid for all applicable periods over the amount of interest paid for all such periods.

Applicable Margins. InitiallyFrom the Fourth Amendment and RestatementEffective Date, and continuing through the day immediately preceding the first Adjustment Date occurring on or after [DATE SIX MONTHS AFTER CLOSING DATE]December 31, 2003, on which Borrower demonstrates that a change in the Base Rate Margin and the LIBOR Margin is warranted and requests such change in writing, (i) the applicable Base Rate Margin and LIBOR Margin shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan and (ii) 3.0% and 4.0% per annum, respectively, for the Term B Loan. Commencing on such Adjustment 2014the Amendment Effective Date, the applicable Base Rate Margin, LIBOR Margin, and Commitment Fee Margin shall be set based on the Total Net Leverage Ratio of Borrower set forth in the Officer’s Certificate delivered pursuant to Subsection 7.1(B)(i)at Level V. Thereafter, the applicable Base Rate Margin, LIBOR Margin, and LIBOR Commitment Fee Margin shall be for each Calculation Period the applicable per annum percentage set forth in the pricing tables table below opposite the applicable Total Net Leverage Ratio of Borrower, ona determined on a consolidated basis for Borrower and its Restricted Subsidiaries; providedprovided that, that effective (a) upon the occurrence of an Event of Default and until such Event of Default is cured or waived or (b) in the event that Administrative Agent shall not receive the financial statements and compliance certificate Compliance Certificate required pursuant to Subsections 4.6(A4.2(A), 4.6(B4.2(B) and 4.6(C4.2(C) when due, from such due date and until the fifth (5th) Business Day following Administrative Agent’s receipt of such overdue financial statements and compliance certificate Compliance Certificate (and in the event a decrease in the applicable margin is then warranted, receipt of the Borrower’s written request to decrease such margin, which notice shall be deemed given if noted on the applicable Compliance Certificate), the applicable Base Rate Margin Margin, LIBOR Margin, and LIBOR Rate Commitment Fee Margin shall be 2.750set at Level I below. Level Total Net Leverage Ratio LIBORBase Rate Margin Base RateLIBOR Margin Commitment Fee Margin I >2.00> 2.75x 1.7501.250 % 0.7502.250 % 0.2500.375 % IIIV >1.25x and 3.750<2.00x 1.5000.500 % per annum0.5001.500 % 0.175 % If, respectivelyas a result of any restatement of or other adjustment to any financial statements referred to above (i) the Total Net Leverage Ratio as calculated by Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Total Net Leverage Ratio would have resulted in different pricing for any period, then (1) if the proper calculation of the Total Net Leverage Ratio would have resulted in higher pricing for such period, Borrower shall automatically and retroactively be obligated to pay to Administrative Agent, promptly on demand by Administrative Agent, an amount equal to the Revolving Loans excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period; and (2) if the proper calculation of the Total Net Leverage Ratio would have resulted in lower pricing for such period, Administrative Agent and the Term A Loan and 3.0% and 4.0% per annumLenders shall have no obligation to repay any overpaid interest to Borrower, respectivelyprovided that, for if, as a result of any restatement or other event a proper calculation of the Term B Loan. Revolving Loans and Term A Loan Total Net Leverage Ratio Base Rate Margin LIBOR Margin Total Leverage Ratio Base Rate LIBOR Margin Marginwould have resulted in higher pricing for one or more periods and lower pricing for one or more other periods (due to the shifting of income or expenses from one period to another period or any similar reason), then the amount payable by Borrower pursuant to clause (1) above shall be based upon the excess, if any, of the amount of interest that should have been paid for all applicable periods over the amount of interest paid for all such periods.

Applicable Margins. Initially, and continuing through the day immediately preceding the first Adjustment Date occurring on or after [DATE SIX MONTHS AFTER CLOSING DATE]December 31, 2003, 2010 on which Borrower demonstrates by delivery of a Compliance Certificate that a change in the Base Rate Margin and the LIBOR Margin is warranted and requests such change in writing, (i) the applicable Base Rate Margin and shall be 2.500% per annum, the LIBOR Margin shall be 2.7503.500% per annum and 3.750the Commitment Fee Margin shall be 0.500% per annum, respectively, for the Revolving Loans and the Term A Loan and (ii) 3.0% and 4.0% per annum, respectively, for the Term B Loan. Commencing on such Adjustment Date, the applicable Base Rate Margin, LIBOR Margin and LIBOR Commitment Fee Margin shall be for each Calculation Period the applicable per annum percentage set forth in the pricing tables table below opposite the applicable Total Leverage Ratio of Borrower, ona determined on a consolidated basis for Borrower and its Subsidiaries; provided, that effective (a) upon the occurrence of an Event of Default and until such Event of Default is cured or waived or (b) that, in the event that Administrative Agent shall not receive the financial statements statements, Compliance Certificate, and compliance certificate Annual Officer's Certificate required pursuant to Subsections 4.6(A), 4.6(B) ), 4.6(C), and 4.6(C4.6(D) when due, from such due date and until the fifth (5th) Business Day following Administrative Agent’s 's receipt of such overdue financial statements statements, Compliance Certificate and compliance certificate Annual Officer's Certificate (and in the event a decrease in the applicable margin is then warranted, receipt of the Borrower’s 's written request to decrease such margin), the applicable Base Rate Margin and LIBOR Rate Margin shall be 2.750% and 3.7502.500% per annum, respectively, for the Revolving Loans and the Term A Loan and 3.0% and 4.0LIBOR Margin shall be 3.500% per annum, respectivelyand the Commitment Fee Margin shall be 0.500%; provided, for further, that effective upon the Term B Loan. Revolving Loans and Term A Loan closing of any Acquisition that will increase the Total Leverage Ratio on a Pro forma Basis, the Base Rate Margin Margin, LIBOR Margin and Commitment Fee Margin will immediately adjust to reflect such higher ratio. > 2.00x 2.500% 3.500% 0.500% > 1.50x and < 2.00x 2.250% 3.250% 0.500% Credit Agreement/Shenandoah Telecommunications Company If, as a result of any restatement of or other adjustment to any financial statements referred to above or for any other reason, Administrative Agent determines that (i) the Total Leverage Ratio Base Rate LIBOR Margin Marginas calculated by Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Total Leverage Ratio would have resulted in different pricing for any period, then (1) if the proper calculation of the Total Leverage Ratio would have resulted in higher pricing for such period, Borrower shall automatically and retroactively be obligated to pay to Administrative Agent, promptly on demand by Administrative Agent, an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period; and (2) if the proper calculation of the Total Leverage Ratio would have resulted in lower pricing for such period, Administrative Agent and Lenders shall have no obligation to repay any interest to Borrower; provided that if, as a result of any restatement or other event a proper calculation of the Total Leverage Ratio would have resulted in higher pricing for one or more periods and lower pricing for one or more other periods (due to the shifting of income or expenses from one period to another period or any similar reason), then the amount payable by Borrower pursuant to clause (1) above shall be based upon the excess, if any, of the amount of interest that should have been paid for all applicable periods over the amount of interest paid for all such periods.

Applicable Margins. InitiallyFrom the Fourth Amendment and Restatement Date, and continuing through the day immediately preceding the first Adjustment Date occurring on or after [DATE SIX MONTHS AFTER CLOSING DATE]December 31, 2003, on which Borrower demonstrates that a change in the Base Rate Margin and the LIBOR Margin is warranted and requests such change in writing, (i) the applicable Base Rate Margin and LIBOR Margin shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan and (ii) 3.0% and 4.0% per annum, respectively, for the Term B Loan. Commencing on such Adjustment Date2014, the applicable Base Rate Margin, LIBOR Margin and Commitment Fee Margin shall be set based on the Total Net Leverage Ratio of Borrower set forth in the Officer’s Certificate delivered pursuant to Subsection 7.1(B)(i). Thereafter, the applicable Base Rate Margin, LIBOR Margin and Commitment Fee Margin shall be for each Calculation Period the applicable per annum percentage set forth in the pricing tables table below opposite the applicable Total Net Leverage Ratio of Borrower, ona determined on a consolidated basis for Borrower and its Restricted Subsidiaries; providedprovided that, that effective (a) upon the occurrence of an Event of Default and until such Event of Default is cured or waived or (b) in the event that Administrative Agent shall not receive the financial statements and compliance certificate Compliance Certificate required pursuant to Subsections 4.6(A4.2(A), 4.6(B4.2(B) and 4.6(C4.2(C) when due, from such due date and until the fifth (5th) Business Day following Administrative Agent’s receipt of such overdue financial statements and compliance certificate Compliance Certificate (and in the event a decrease in the applicable margin is then warranted, receipt of the Borrower’s written request to decrease such margin, which notice shall be deemed given if noted on the applicable Compliance Certificate), the applicable Base Rate Margin, LIBOR Margin and LIBOR Rate Commitment Fee Margin shall be 2.750set at Level I below. I > 2.00x 1.750 % 0.750 % 0.250 % II < 2.00x 1.500 % 0.500 % 0.175 % If, as a result of any restatement of or other adjustment to any financial statements referred to above (i) the Total Net Leverage Ratio as calculated by Borrower as of any applicable date was inaccurate and 3.750% per annum(ii) a proper calculation of the Total Net Leverage Ratio would have resulted in different pricing for any period, respectivelythen (1) if the proper calculation of the Total Net Leverage Ratio would have resulted in higher pricing for such period, Borrower shall automatically and retroactively be obligated to pay to Administrative Agent, promptly on demand by Administrative Agent, an amount equal to the excess of the amount of interest that should have been paid for such period over the Revolving Loans amount of interest actually paid for such period; and (2) if the proper calculation of the Total Net Leverage Ratio would have resulted in lower pricing for such period, Administrative Agent and the Term A Loan and 3.0% and 4.0% per annumLenders shall have no obligation to repay any overpaid interest to Borrower, respectivelyprovided that, for if, as a result of any restatement or other event a proper calculation of the Term B Loan. Revolving Loans and Term A Loan Total Net Leverage Ratio Base Rate Margin LIBOR Margin Total Leverage Ratio Base Rate LIBOR Margin Marginwould have resulted in higher pricing for one or more periods and lower pricing for one or more other periods (due to the shifting of income or expenses from one period to another period or any similar reason), then the amount payable by Borrower pursuant to clause (1) above shall be based upon the excess, if any, of the amount of interest that should have been paid for all applicable periods over the amount of interest paid for all such periods.

Applicable Margins. InitiallyInitially from the Initial Funding Date, and continuing through the day immediately preceding the first Adjustment Date occurring on or after [DATE SIX MONTHS AFTER CLOSING DATE]the Initial Funding Date, 2003, on which Borrower demonstrates that a change in the Base Rate Margin Applicable Margins and the LIBOR Margin is warranted and requests such change in writing, (i) the applicable Base Rate Margin and LIBOR Commitment Fee Margin shall be 2.750% and 3.750% the applicable per annum, respectively, for annum percentage set forth in Level I of the Revolving Loans and the Term A Loan and (ii) 3.0% and 4.0% per annum, respectively, for the Term B Loanpricing table below. Commencing on such Adjustment DateThereafter, the applicable Base Rate Margin Applicable Margins and LIBOR Commitment Fee Margin shall be for each Calculation Period the applicable per annum percentage set forth in the pricing tables table below opposite the Total applicable Leverage Ratio of the Borrower, ona determined on a consolidated basis for the Borrower and its SubsidiariesSubsidiaries as set forth in the most recently delivered Compliance Certificate received by the Administrative Agent pursuant to Section 5.03; provided, that effective (a) upon the occurrence of an Event of Default and until such Event of Default is cured or waived or (b) that, in the event that (i) the Administrative Agent shall not receive the financial statements and compliance certificate the Compliance Certificate required pursuant to Subsections 4.6(A), 4.6(B) and 4.6(C) Section 5.03 when due, or (ii) at the option of the Administrative Agent or Required Lenders, an Event of Default occurs, then from such due date or dates or the date of the earliest to occur of all existing Events of Default and until the fifth (5th) Business Day following the Administrative Agent’s receipt of such overdue financial statements and compliance certificate statements, Compliance Certificate (and in the event a decrease in the applicable margin is then warranted, receipt of the Borrower’s written request to decrease such margin)) or the waiver of all existing Defaults, the Applicable Margins and Commitment Fee Margin shall be the applicable per annum percentage set forth in Level I of the pricing table below. Level Leverage Ratio Revolving Credit and Term Loan A Base Rate Margin and LIBOR Rate Margin shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan and 3.0% and 4.0% per annum, respectively, for the Term B Loan. Revolving Loans and Term A Loan Total Leverage Ratio Base Rate Margin LIBOR Revolving Credit and Term Loan A Eurodollar Rate Margin Total Term Loan B Eurodollar Rate Margin Commitment Fee Margin I ³ 3.00x 2.250 % 2.500 % 3.250 % 3.500 % 0.500 % II < 3.00x 2.000 % 2.250 % 3.000 % 3.250 % 0.375 % If the Administrative Agent determines that (i) the Leverage Ratio Base Rate LIBOR Margin Marginas calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Leverage Ratio would have resulted in different pricing for any period, then (1) if the proper calculation of the Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall automatically and retroactively be obligated to pay to the Administrative Agent, promptly on demand by the Administrative Agent, an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period; and (2) if the proper calculation of the Leverage Ratio would have resulted in lower pricing for such period, the Administrative Agent and the Lenders shall have no obligation to repay any interest to the Borrower; provided that if a proper calculation of the Leverage Ratio would have resulted in higher pricing for one or more periods and lower pricing for one or more other periods (due to the shifting of income or expenses from one period to another period or any similar reason), then the amount payable by the Borrower pursuant to clause (1) above shall be based upon the excess, if any, of the amount of interest that should have been paid for all applicable periods over the amount of interest paid for all such periods.