Common use of Interest and Applicable Margins Clause in Contracts

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders with respect to the various Loans made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The Applicable Margins shall be as follows: Applicable Revolver Index Margin 2.75 % Applicable Revolver LIBOR Margin 3.75 % Applicable Term Loan Index Margin 2.75 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”), and the outstanding principal balance of the Loans shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Revolving Credit Advances and Swing Line Loans being made by each Lender, and in respect of all unreimbursed Letters of Credit Obligations, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (Credit Advances and for unreimbursed Letter of Credit Obligations and all other Obligations not otherwise set forth below(other than LIBOR Loans and Swing Line Loans), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of BorrowerBorrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Swing Line Loan, the Index Rate plus the Applicable Term Loan Revolver Index Margin per annum orannum, with respect to such portion based on the aggregate amount of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Swing Line Loan LIBOR Margin per annumoutstanding from time to time. The Applicable Margins shall be Margins, on a per annum basis, are as follows: Applicable Revolver Index Margin 2.75 1.50 % Applicable Revolver LIBOR Margin 3.75 3.00 % Applicable Term Loan Index L/C Margin 2.75 3.00 % Applicable Term Loan LIBOR Unused Line Fee Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured.0.50 % (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a three hundred sixty (360-) day year, in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrowers, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a)continuing, (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to BorrowerBorrower Representative, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder (“Default Rate”), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier So long as no Event of sixty days following the Closing Date Default has occurred and the completion of the primary syndication of the credit facilityis continuing, Borrower Representative - shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 100,000 in excess of such amount. Any such election must be made by noon (Chicago New York time) on the 3rd third (3rd) Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which the applicable Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago New York time) on the 3rd third (3rd) Business Day prior to the end of the LIBOR Period with respect theretothereto (or if an Event of Default has occurred and is continuing), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e1.5(e). No Loan shall may be made, made as or converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan until the earlier of (i) forty-five (45) days after the Closing Date or (ii) completion of primary syndication as a result thereofdetermined by Agent. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.5(a) through (e)) above, unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.this

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion at the election of the Term Loans designated as a LIBOR LoanBorrower, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum; and (iii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. The Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 3.00 % Applicable Revolver LIBOR Margin 3.75 4.00 % Applicable Term Loan Index Margin 2.75 3.00 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured.% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year (or, in the case of interest on Index Rate Loans, a 365 or 366 day year, as applicable), in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrower, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrowercontinuing, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Loan Default Rate”), and the all outstanding principal balance of the Loans shall bear interest at the Loan Default Rate applicable to such ObligationsLoans. Interest and Letter of Credit Fees at the Loan Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand. Any other amounts payable hereunder (other than the Loans) or the other Loan Documents that are not paid when due shall bear interest, but from the date when due until paid in any eventfull, shall be payable on at a rate per annum equal to the next regularly scheduled payment date set forth herein for such ObligationIndex Rate plus the Applicable Term Loan Index Margin plus two percentage points (2%). (e) After the earlier So long as no Event of sixty days following the Closing Date Default has occurred and the completion of the primary syndication of the credit facilityis continuing, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon 11:00 a.m. (Chicago New York time) on the 3rd third Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 11:00 a.m. (Chicago New York time) on the 3rd third Business Day prior to the end of the LIBOR Period with respect theretothereto (or an Event of Default has occurred and is continuing), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e1.5(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.5(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.5(f), a court of competent jurisdiction shall finally determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as in the order specified in Section 2.5(e) 1.11 and thereafter shall refund any excess to Borrower or as such a court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders with respect to the various Loans Term Loan C made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to such portion of the Term Loans Loan C designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan C Index Margin per annum or, and (ii) with respect to such portion of the Term Loans Loan C designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan C LIBOR Margin per annum. The Applicable Margins shall be are as follows: Applicable Revolver Term Loan C Index Margin 2.75 % Applicable Revolver LIBOR Margin 3.75 6.00% Applicable Term Loan Index Margin 2.75 % Applicable Term Loan C LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured.7.50% (b) If any payment on any the Term Loan C becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(aSECTION 7.1(A), (fF) or (gG) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee Term Loan C shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”"DEFAULT RATE"), and the outstanding principal balance of the Loans Term Loan C shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of the outstanding Loans Term Loan C Loan from Index Rate Loans to LIBOR Loans, (iiiii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(dSECTION 1.3(D) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iviii) continue all or any portion of any the Term Loan C as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Term Loan C shall commence on the first day after the last day of the LIBOR Period of the Term Loan C to be continued. Any Term Loan C or group of Term Loans C having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 5,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon 1:00 p.m. (Chicago New York time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, such or (32) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 1:00 p.m. (Chicago New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writingwriting on such day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion"NOTICE OF CONVERSION/Continuation”CONTINUATION") in the form of Exhibit 2.2(eEXHIBIT 1.2(E). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any the Term Loan C as a LIBOR Loan as a result thereof. No Term Loan C may be made as or converted into a LIBOR Loan until the earlier of (i) 45 days after the Closing Date or (ii) completion of the primary syndication as determined by Agent. (f) Notwithstanding anything to the contrary set forth in this Section 2.2SECTION 1.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”"MAXIMUM LAWFUL RATE"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(aSECTIONS 1.2(A) through (eE), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(fSECTION 1.2(F), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(eSECTION 1.5(E) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) The Borrower shall pay interest to Agent, for the ratable benefit (subject to Section 9.9(c)) of Lenders in accordance with respect to the various Loans Revolving Loan Advances being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin per annum annum, or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of the Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 7.50% Applicable Revolver LIBOR Margin 3.75 % Applicable Term Loan Index Margin 2.75 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured.8.50% (b) If any payment on any the Revolving Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year (or, in connection with the calculation of interest in respect of Index Rate Loans, a 365 or 366-day year, as applicable), in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) Lenders to Agent, confirmed by written notice from Agent to the Borrower, and without further notice, motion or application to, hearing before, or order from the Bankruptcy Court, the interest rates applicable to the Loans and the Letter of Credit Fee Revolving Loan Advances shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder (the “Default Rate”), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After Subject to the earlier of sixty days following conditions precedent set forth in Section 2.2, the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Loan Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans Revolving Loan Advances from Index Rate Loans to LIBOR Loans, (iii) convert any a Revolving Loan Advance which is a LIBOR Loan to an Index Rate Loan, Loan subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.9(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Revolving Loan Advance as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Revolving Loan Advance shall commence on the first day after the last day of the LIBOR Period of the Revolving Loan Advance to be continued. The Revolving Loan Advances shall be made, converted or continued solely on a pro rata basis among all Lenders. Any Revolving Loan Advances or group of Loans Revolving Loan Advances having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 5,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon 11:00 a.m. (Chicago New York City time) on the 3rd third Business Day prior to (1) the date of any proposed Revolving Credit Loan Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 11:00 a.m. (Chicago New York City time) on the 3rd third Business Day prior to the end of the LIBOR Period with respect theretothereto (or if a Default or an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. The Borrower must make such election by notice to Agent in writing, by fax or overnight courier (telecopy, by electronic mail of a copy in portable document format or by telephone, to be promptly confirmed in writing)overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e1.4(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.4, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, the Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower shall pay interest in cash to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (iA) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (iiB) with respect to such portion of the Term Loans designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum Margin, or, with respect to such portion at the election of the Term Loans designated as a LIBOR LoanBorrower, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin, per annum; and (C) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. The Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 1.250% Applicable Revolver LIBOR Margin 3.75 2.625% Applicable Term Loan Index Margin 2.75 1.750% Applicable Term Loan LIBOR Margin 3.75 3.125% 1 Borrower Applicable L/C Margin 2.000% Applicable Unused Line Fee Margin (subject to supply account information. provided; however, the Applicable Margins, adjustment in accordance with respect to the Term Loan, shall be adjusted (up or downSection 1.9(b)) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured.0.500% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate shall be determined for each day based upon the Index Rate as in effect each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Feesconclusive, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (fh) or (g) and without notice of any kindi), or so long as any other Event of -------------------------- Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points percent (2%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder (“"Default ------- Rate”"), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate ---- applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After Subject to the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facilityconditions precedent set forth in Section ------- 2.2, Borrower shall have the option to (i) request that any Revolving Credit --- Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such --------------- conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 5,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon (Chicago New York time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.the

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Agent, for the ratable benefit of Lenders Lenders, in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of BorrowerBorrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum, based on the aggregate Swing Line Loans outstanding from time to time; (iii) with respect to the Existing Term Loan, the Index Rate plus the Applicable Existing Term Loan Index Margin per annum or, with respect to such portion at the election of the Term Loans designated as a LIBOR LoanBorrower Representative, the applicable LIBOR Rate plus the Applicable Existing Term Loan LIBOR Margin per annum, based on the aggregate Existing Term Loan outstanding from time to time; and (iv) with respect to the Extending Term Loan, the Index Rate plus the Applicable Extending Term Loan Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Extending Term Loan LIBOR Margin per annum, based on the aggregate Extending Term Loan outstanding from time to time. The Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 3.25 % Applicable Revolver LIBOR Margin 3.75 5.00 % Applicable Existing Term Loan Index Margin 2.75 0.00 % Applicable Existing Term Loan LIBOR Margin 3.75 1.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Extending Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Loan Index Margin 2.50 % Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to Extending Term Loan LIBOR Margin 3.50 % Applicable Unused Line Fee Margin 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”), and the outstanding principal balance of the Loans shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Swing Line Loan, the Index Rate plus the Applicable Term Revolver Index Margin per annum; and (iii) with respect to the Acquisition Loan Advances, the greater of (i) 10.5% or (ii) the Index Rate plus the Applicable Acquisition Loan Index Margin per annum or, with respect to such portion at the election of the Term Loans designated as a LIBOR LoanBorrower, the applicable LIBOR Rate plus the Applicable Term Acquisition Loan LIBOR Margin per annum. The Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 0.25% Applicable Revolver LIBOR Margin 3.75 2.50% Applicable Term L/C Margin 2.50% Applicable Acquisition Loan Index Margin 2.75 6.00% Applicable Term Acquisition Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured.8.50% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrower, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (fh) or (g) and without notice of any kindi), or so long as any other Default or Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder (“"Default Rate”"), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Default or Event of Default until that Default or Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After Subject to the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facilityconditions precedent set forth in Section 2.2, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon 11:00 a.m. (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 11:00 a.m. (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect theretothereto (or if a Default or an Event of Default has occurred and is continuing or the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “"Notice of Conversion/Continuation”") in the form of Exhibit 2.2(e1.5(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “"Maximum Lawful Rate”"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.5(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.5(f), a court of competent jurisdiction shall finally determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as in the order specified in Section 2.5(e) 1.11 and thereafter shall refund any excess to Borrower or as such a court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders with respect to the various Loans made by each Lender (or in the case of the Swing Line Loan, for the benefit of the Swing Line Lender), in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans Credit Advances which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to the Revolving Loans Credit Advances which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to such portion of the Term Loans Loan designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion of the Term Loans Loan designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum; and (iii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. The As of the Closing Date, the Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 1.50 % Applicable Revolver LIBOR Margin 3.75 2.75 % Applicable Term Loan Index Margin 2.75 1.50 % Applicable Term Loan LIBOR Margin 3.75 2.75 % 1 Borrower to supply account information. provided; however, The Applicable Revolver Index Margin and the Applicable Margins, with respect to the Term Loan, Revolver LIBOR Margin shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance, commencing with the first day of the first calendar month that occurs more than one (1) day after delivery of Holdings’ quarterly Financial Statements to Lenders for the Fiscal Quarter ending March 31, 2008. Adjustments in the Applicable Margins Revolver Index Margin and the Applicable Revolver LIBOR Margin will be determined by reference to the following grids: < 2.50:1.00 Level I ³ 4.00 to 1.00 3.25 % 4.25 % › 2.50:1.00, but < 3.00:1.00 Level II ³ 2.50 to 1.00› 3.00:1.00, and but < 4.00 to 1.00 2.75 % 3.75 % 3.50:1.00 Level III › 3.50:1.00, but < 2.50 to 1.00 2.25 5.00:1.00 Level IV › 5.00:1.00 Level V Applicable Revolver Index Margin 0.50% 3.25 1.00% 1.25% 1.50% 2.00% Applicable Revolver LIBOR Margin 1.75% 2.25% 2.50% 2.75% 3.25% All adjustments in the Applicable Margins Revolver Index Margin and the Applicable Revolver LIBOR Margin after March 31, 2008 shall be implemented quarterly on a prospective basis, five for each calendar month commencing at least one (51) Business Days day after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the such Applicable Margins. Failure to timely deliver such Financial Statements in accordance with Section 6.2 hereof shall, in addition to any other remedy provided for in this Agreement, result in an increase in such Applicable Margins to the highest level set forth in the foregoing grid, until the first day of the first calendar month following the delivery of those Financial Statements demonstrating that such an increase is not required. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the such Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a7.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (under Sections 5 or 6 upon the written request of Requisite Lenders) Lenders confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”), and the outstanding principal balance of the Loans shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default if no notice is required to be given or otherwise from the date such notice is given until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(d1.3(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued LIBOR Loan shall commence on the first day after the last day of the LIBOR Period of the LIBOR Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 200,000 in excess of such amount. Any such election must be made by noon 1:00 p.m. (Chicago New York time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 1:00 p.m. (Chicago New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or fax, overnight courier or e-mail (or by telephone, to be promptly confirmed in writingwriting on such day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e1.2(e). No So long as an Event of Default has occurred and is continuing under Section 7.1(a), (f) or (g), or so long as any Event of Default has occurred and is continuing under Sections 5 or 6 upon the written request of Requisite Lenders, no Loan shall be made, converted into or continued as a LIBOR Loan, if an Event . No portion of Default has occurred and is continuing and Agent the Term Loan may be made as or Requisite Lenders have determined not to make or continue any Loan as converted into a LIBOR Loan until the earlier of (i) 10 days after the Closing Date or (ii) completion of primary syndication as a result thereofdetermined by Agent. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e1.5(f) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders with respect to the various Loans made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect Subject to clause (e) below, the Borrowers may, at their option (an “Interest Election”) elect to pay interest on the Loans on each Interest Payment Date (i) entirely in cash (“Cash Interest”) or (ii) entirely by increasing the outstanding principal amount of the Loans on the relevant Interest Payment Date by the amount of interest accrued from the effective date of any such Interest Election until such Interest Payment Date (“PIK Interest”). The Borrowers must make an Interest Election by delivering a notice to the Revolving Administrative Agent no later than 5 Business Days prior to the effective date of any Interest Election, which notice shall specify (x) whether such Interest Election is made under clause (i) or (ii) of this Section 1.5(a) and (y) the effective date of such Interest Election. An Interest Election shall remain in effect until the earlier of (A) the delivery by the Borrowers of a new Interest Election and (B) the Maturity Date. In the event no Interest Election is made, interest on the Loans which are designated as Index Rate shall be PIK Interest. (b) Subject to clause (e) below, Loans (and for all other Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin shall bear interest at a rate per annum orequal to (i) in the case of Cash Interest, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin 14.00% per annum; annum and (ii) with respect to such portion in the case of the Term Loans designated as an Index Rate LoanPIK Interest, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin 16.00% per annum. The Applicable Margins Cash Interest on each Loan shall be as follows: Applicable Revolver Index Margin 2.75 % Applicable Revolver LIBOR Margin 3.75 % Applicable Term payable on each Interest Payment Date. PIK Interest on each Loan Index Margin 2.75 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account informationshall be payable by increasing the outstanding principal amount of the Loans by the amount of PIK Interest on each Interest Payment Date. provided; however, the Applicable Margins, with respect Any interest so added to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders principal amount of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower Loans shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth bear interest as provided in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. 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 the first day of the first calendar month following this Section 1.5 from the date on which such interest has been so added. The obligation of the Borrowers to pay PIK Interest shall be automatically evidenced by this Agreement or, if applicable, any Notes issued pursuant to this Agreement. Unless the context otherwise requires, for all Defaults or Events purposes hereof, references to “principal amount” of Default are waived or curedthe Loans refers to the face amount of the Loans and not the gross proceeds funded hereunder and includes any PIK Interest so capitalized and added to the principal amount of the Loans from the date on which such interest has been so added. (bc) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (cd) All computations of Fees calculated on a per annum basis and interest shall be made by the Administrative Agent on the basis of a 360-365/366 day year, in each case for the actual number of days occurring in the period for which such Fees and interest are is payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (de) So long as (i) an Event of Default has occurred and is continuing under Section 8.1(a), (f), (h), (l), (m) or (gn) and without notice of any kind, or so long as (ii) any other Event of Default has occurred and is continuing and at the election of Administrative Agent (or upon the written request of Requisite Lenders) confirmed by shall have given written notice from Agent to Borrowerthe Borrowers, the Loans and all other outstanding Obligations shall bear interest rates at 2.00% per annum above the rate otherwise applicable to the Loans and (the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”), and the outstanding principal balance of the Loans shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable cash on the next regularly scheduled payment date set forth herein for such Obligationeach Interest Payment Date. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Agent, for the ratable benefit of Lenders with respect to the various Loans made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans Credit Advances which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans Credit Advances which are designated as LIBOR Loans, at the election of BorrowerBorrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 1.0% Applicable Revolver LIBOR Margin 3.75 % Applicable Term Loan Index Margin 2.75 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured.2.5% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis shall be made by Agent on the basis of a 360-day year, and all computations of interest shall be made by Agent on the basis of a 360-day yearyear in the case of Revolving Credit Advances which are designated as LIBOR Loans and on the basis of a 365-day year in the case of Revolving Credit Advances which are designated as Index Rate Loans, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrowers, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a6.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to BorrowerBorrower Representative, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“"Default Rate”"), and the all outstanding principal balance of the Loans Obligations (other than contingent obligations for indemnification) shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower Representative shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs Fee in accordance with Section 2.3(d1.3(e) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 100,000 in excess of such amount. Any such election must be made by noon 1:00 p.m. (Chicago New York time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a an existing LIBOR Loan by noon 1:00 p.m. (Chicago New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “"Notice of Conversion/Continuation”") in the form of Exhibit 2.2(e1.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. No Loan may be made as or converted into a LIBOR Loan until two (2) Business Days after the Closing Date. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.2, if a court of competent jurisdiction determines in a final order that the any rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “"Maximum Lawful Rate”"), then so long as the Maximum Lawful Rate would be so exceeded, the such rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the such rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the such interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, such interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.2(a) through (e), unless and until the such rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e1.5(e) and thereafter shall refund any excess to Borrower Borrowers or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of BorrowerBorrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Swing Line Loan, the Index Rate plus the Applicable Term Loan Revolver Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 1.75% Applicable Revolver LIBOR Margin 3.75 3.25% Applicable Term Loan Index L/C Margin 2.75 3.25% Applicable Term Loan LIBOR Unused Line Fee Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured.0.375% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrowers, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (fh) or (gi) and without notice of any kind, or so long as any other Default or Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to BorrowerBorrower Representative, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder (“"Default Rate”"), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Default or Event of Default until that Default or Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After Subject to the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facilityconditions precedent set forth in Section 2.2, Borrower Representative shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount5,000,000. Any such election must be made by noon 11:00 a.m. (Chicago New York time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by noon 11:00 a.m. (Chicago New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect theretothereto (or if a Default or an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “"Notice of Conversion/Continuation”") in the form of Exhibit 2.2(e1.5(e). No Loan shall may be made, made as or converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan until the earlier of (i) 45 days after the Closing Date or (ii) completion of primary syndication as a result thereofdetermined by Agent and after notification of such completion to the Borrower Representative. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “"Maximum Lawful Rate”"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.5(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.5(f), a court of competent jurisdiction shall finally determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as in the order specified in Section 2.5(e) 1.11 and thereafter shall refund any excess to Borrower Borrowers or as such a court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Administrative Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below), the Index Base Rate plus the Applicable Revolver Index Base Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, or (ii) at the election of BorrowerBorrower Representative and, if permitted herein, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; , based on the aggregate amount of Loans outstanding from time to time. The Applicable Base Margin and (ii) with respect to such portion Applicable LIBOR Margin will be 2.50% and 3.50% per annum, respectively, as of the Term Loans designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annumdate hereof. The Applicable Margins shall be as follows: Applicable Revolver Index Margin 2.75 % Applicable Revolver LIBOR Margin 3.75 % Applicable Term Loan Index Margin 2.75 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall will be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ Loan Parties' consolidated financial performance, commencing with the first day of the first calendar month that occurs more than five (5) days after the first day of Stage 2; provided, however, that in the case of LIBOR Loans such adjustments may not be made before the end of a LIBOR Period. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % Schedule 2.11. All adjustments in the Applicable Margins shall in Stage 2 will be implemented quarterly quarterly, on a prospective basis, for the period commencing at least five (5) Business Days days after the date of delivery pursuant to Lenders Section 8.1 of the quarterly unaudited or annual audited (as applicable) Financial Statements of Loan Parties evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower Representative shall deliver to Administrative Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. Failure to timely deliver such Financial Statements shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Margins to the highest level set forth in Schedule 2.11 until the first day of the first calendar month following the delivery of those Financial Statements demonstrating that such an increase is not required. If any Default or an Event of Default has shall have occurred and is or be continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events such Event of Default are is waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and of interest shall be made by Administrative Agent on the basis of a three hundred sixty (360-) day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”), and the outstanding principal balance of the Loans shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.are

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Agent, for the ratable benefit of Lenders with respect to the various Loans made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of BorrowerBorrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect Margin, based on the aggregate Revolving Credit Advances outstanding from time to such portion of the Term Loans designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The Applicable Margins shall be as follows: Applicable Revolver Index Margin 2.75 % Applicable Revolver LIBOR Margin 3.75 % Applicable Term Loan Index Margin 2.75 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or curedtime. (b) If any payment on of any Loan of the Obligations becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent Lender on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and or interest are payable. The Index Rate is a floating rate shall be determined for each day based upon the Index Rate as in effect each day. Each determination by Agent Lender of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrowers (absent manifest error). (d) So long as an Event of Default has shall have occurred and is be continuing under Section Sections 8.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has shall have occurred and is continuing be continuing, and at the election of Agent (or upon the written request of Requisite Lenders) Lender confirmed by written notice from Agent Lender to BorrowerBorrower Representative, the interest rates applicable to the Loans Revolving Loan and the Letter of Credit Fee Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder (“the "Default Rate”"), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After Subject to the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facilityconditions precedent set forth in Section 2.2, Borrower Representative shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans Revolving Loan from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Revolving Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Revolving Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 2,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon 10:30 a.m (Chicago Los Angeles time) on the 3rd third Business Day prior to (1A) the date of any proposed Revolving Credit Advance which that is to bear interest at the LIBOR Rate, (2B) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3C) the date on which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by noon 10:30 a.m. (Chicago Los Angeles time) on the 3rd third Business Day prior to the end of the LIBOR Period with respect theretothereto (or if an Event of Default shall have occurred and be continuing or if the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Agent Lender in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “"Notice of Conversion/Continuation”") in the form of Exhibit 2.2(e1.5(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “"Maximum Lawful Rate”"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, Lender is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.5(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.5(f), a court of competent jurisdiction shall finally determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent Lender shall, to the extent permitted by applicable law, promptly apply such excess as in the order specified in Section 2.5(e) 1.11 and thereafter shall refund any excess to Borrower Borrowers or as such a court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders with respect to the various Loans made by each Lender, Lender in arrears on each applicable Interest Payment Date, at the following rates: rate per annum, in the case of Revolving Loans (i) with respect other than the outstanding balance of Letter of Credit Obligations), equal to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect based on the aggregate Revolving Credit Advances outstanding from time to such portion of the Term Loans designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annumtime. The Applicable Margins shall be as follows: Applicable Revolver Index Margin 2.75 % Applicable Revolver LIBOR Margin 3.75 % Applicable Term Loan Index Margin 2.75 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) . All computations of Fees calculated on a per annum basis and interest shall be made by Agent Lender on the basis of a three hundred sixty (360-) day year, in each case case, for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index LIBOR Rate is a floating rate determined for each dayin accordance with the definition of LIBOR Rate. Each determination by Agent Lender of an interest rate and Fees hereunder and under any other Loan Document shall be presumptive evidence of the correctness of such rates final, binding and Fees. (d) conclusive, absent manifest error. So long as a Default or an Event of Default has occurred and is continuing under Section 8.1(a), (fh) or (gi) and without notice of any kind, or so long as any other Default or Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) Lender confirmed by written notice from Agent Lender to Borrower, the interest rates applicable to the Revolving Loans and the Letter of Credit Fee Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder (“the "Default Rate”"), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Default or Event of Default until that Default or Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (Credit Advances and for all other Obligations not otherwise set forth below)the Term Loan, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; annum and (ii) with respect to such portion of the Term Loans designated as an Index Rate Swing Line Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The Applicable Margins shall be as follows: Applicable Revolver Index Margin 2.75 % Applicable Revolver LIBOR Margin 3.75 % Applicable Term Loan Index Margin 2.75 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year (or, in the case of interest on Index Rate Loans, a 365 or 366 day year, as applicable), in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrower, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrowercontinuing, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Loan Default Rate”), and the all outstanding principal balance of the Loans shall bear interest at the Loan Default Rate applicable to such ObligationsLoans. Interest and Letter of Credit Fees at the Loan Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand. Any other amounts payable hereunder (other than the Loans) or the other Loan Documents that are not paid when due shall bear interest, but from the date when due until paid in any eventfull, shall be payable on at a rate per annum equal to the next regularly scheduled payment date set forth herein for such ObligationIndex Rate plus the Applicable Index Margin plus two percentage points (2%). (e) After the earlier So long as no Event of sixty days following the Closing Date Default has occurred and the completion of the primary syndication of the credit facilityis continuing, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount500,000. Any such election must be made by noon 11:00 a.m. (Chicago New York time) on the 3rd third Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 11:00 a.m. (Chicago New York time) on the 3rd third Business Day prior to the end of the LIBOR Period with respect theretothereto (or an Event of Default has occurred and is continuing), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice or Electronic Transmission (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e1.5(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.5(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.5(f), a court of competent jurisdiction shall finally determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as in the order specified in Section 2.5(e) 1.11 and thereafter shall refund any excess to Borrower or as such a court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of BorrowerBorrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Tranche B Loan, the Index Rate plus the Applicable Term Tranche B Loan Index Margin per annum or, with respect to such portion at the election of the Term Loans designated as a LIBOR LoanBorrower Representative, the applicable LIBOR Rate plus the Applicable Term Loan Tranche B LIBOR Margin per annum; and (iii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. The Applicable Margins shall be as followsAs of the Closing Date: Applicable Revolver Index Margin 2.75 0.25 % Applicable Revolver LIBOR Margin 3.75 1.75 % Applicable Term Tranche B Loan Index Margin 2.75 4.00 % Applicable Term Tranche B Loan LIBOR Margin 3.75 5.50 % 1 Borrower to supply account informationApplicable Standby L/C Margin 1.75 % Applicable Documentary L/C Margin 1.50 % Applicable Unused Line Fee Margin 0.375 % Notwithstanding the foregoing the Applicable Unused Line Fee Margin shall be 0.25% at all times on and after June 30, 2006. provided; howeverThe Applicable Revolver Index Margin, the Applicable MarginsRevolver LIBOR Margin, with respect to the Term Loan, Applicable Standby L/C Margin and the Applicable Documentary L/C Margin shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdingsthe Borrowers’ and its Subsidiaries’ consolidated financial performancedaily average Borrowing Availability during the immediately preceding calendar quarter; provided, however that prior to June 30, 2006, such Applicable Margins shall be calculated by reference to Level IV set forth in the grid below for such Applicable Margin. Adjustments in Applicable Margins will shall be determined by reference to the following grids: < $5,000,000 Level I ³ 4.00 to 1.00 3.25 % 4.25 % < $10,000,000 but > $5,000,000 Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % $15,000,000 but > $10,000,000 Level III < > $15,000,000 Xxxxx XX Applicable Revolver Index Margin 1.00 % 0.75 % 0.50 % 0.25 % Applicable Revolver LIBOR Margin 2.50 to 1.00 % 2.25 % 3.25 2.00 % 1.75 % Applicable Standby L/C Margin 2.50 % 2.25 % 2.00 % 1.75 % Applicable Documentary L/C Margin 2.25 % 2.00 % 1.75 % 1.50 % All adjustments in the Applicable Margins Revolver Index Margin, Applicable Revolver LIBOR Margin, Applicable Standby L/C Margin and Applicable Documentary L/C Margin shall be implemented quarterly on a prospective basis, for each calendar quarter commencing on the first day of each calendar quarter based on the daily average amount of Borrowing Availability during the immediately preceding calendar quarter. Within five (5) Business Days after the date end of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statementseach calendar quarter, Borrower Representative shall deliver to Agent and Lenders a certificate, certificate (the “Borrowing Availability Certificate”) signed by its chief financial officerVice President-Treasury Management which shall include a calculation of the daily average amount of Borrowing Availability during the prior calendar quarter and, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable MarginsRevolver Index Margin, Applicable Revolver LIBOR Margin, Applicable Standby L/C Margin and Applicable Documentary Margin. Notwithstanding the foregoing, in the event that Borrowers and their Subsidiaries shall have on a consolidated basis, determined as of the end of the most recently ended Fiscal Quarter, a Fixed Charge Coverage Ratio for the 12-month period then ended of not less than 1.1:1.0, then (x) in the event that the Applicable Revolver Index Margin, Applicable Revolver LIBOR Margin, Applicable Standby L/C Margin and Applicable Documentary L/C Margin would (based on a calculation of Borrowing Availability) be set at Level II in the foregoing grid, such Applicable Margins shall, commencing with the Business Day following delivery of the Compliance Certificate evidencing such Fixed Charge Coverage Ratio, be set at Level III of the foregoing grid and (y) in then event that the Applicable Revolver Index Margin, Applicable Revolver LIBOR Margin, Applicable Standby L/C Margin and Applicable Documentary L/C Margin would (based on a calculation of Borrowing Availability) be set at Level III in the foregoing grid, such Applicable Margins shall, commencing on the first Business Day following delivery of the Compliance Certificate evidencing such Fixed Charge Coverage Ratio, be set at Level IV of the foregoing grid. Failure to timely deliver such Borrowing Availability Certificate shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Revolver Index Margin, Applicable Revolver LIBOR Margin, Applicable Standby L/C Margin and Applicable Documentary L/C Margin to Level I set forth in the foregoing grid, until the first day of the first calendar quarter following the delivery of such Borrowing Availability Certificate demonstrating that such an increase is not required. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins Revolver Index Margin, Applicable Revolver LIBOR Margin, Applicable Standby L/C Margin and Applicable Documentary L/C Margin is to be implemented, that reduction shall be deferred until the first day of the first calendar month quarter following the date on which all Defaults or Events such Event of Default are is waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (fh) or (gi) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite LendersLenders or the Requisite Tranche B Lenders in accordance with Section 8.2(a)) confirmed by written notice from Agent to BorrowerBorrower Representative, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points (22.00%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder unless Agent or Requisite Lenders elect to impose a smaller increase (the “Default Rate”), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations; provided that only the Requisite Tranche B Lenders may elect to impose a smaller increase with respect to the Default Rate as it applies to the Tranche B Loans and any Fees owing to the Tranche B Lenders. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After Subject to the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facilityconditions precedent set forth in Section 2.2, Borrower Representative shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, Loan upon payment of an administrative fee of $250 to the Agent and subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 5,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by 12 noon (Chicago New York time) on the 3rd third Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by 12 noon (Chicago New York time) on the 3rd third Business Day prior to the end of the LIBOR Period with respect theretothereto (or if a Default or an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e1.5(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders with respect Subject to the various Loans made by each Lenderterms and conditions of this Agreement, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to advances under the Revolving Loans which are designated as Index Loan may be divided into Base Rate Loans (and for all other Obligations not otherwise set forth below), the Index or LIBOR Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, or a combination thereof, selected by the Borrower Representative in accordance with subsections 2.5(e) and 2.5(f); provided that the Revolving Loan shall not have more than three (3) Interest Periods outstanding at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to such portion of the Term Loans designated any one time. So long as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The Applicable Margins shall be as follows: Applicable Revolver Index Margin 2.75 % Applicable Revolver LIBOR Margin 3.75 % Applicable Term Loan Index Margin 2.75 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. If any Default or an no Event of Default has occurred and is continuing continuing, the Borrower shall pay to the Agent, for the benefit of the Lenders, interest on the outstanding principal balance of the Revolving Loan at the time any reduction Base Rate or the LIBOR Rate, as applicable, in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or curedaccordance with Section 2.16. (b) If any payment on any Loan becomes due Interest and payable all fees (other than prepayment fees) shall be computed (on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Perioddaily basis) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case year for the actual number of days occurring in elapsed. In computing interest on the period for Revolving Loan, the date of funding an advance under the Revolving Loan or the first day of an Interest Period applicable to an advance under the Revolving Loan or, with respect to a Base Rate Loan being converted from a LIBOR Rate Loan, the date of conversion of such LIBOR Rate Loan to such Base Rate Loan, shall be included and the date of payment of the Revolving Loan or the expiration date of an Interest Period applicable to the Revolving Loan or, with respect to a Base Rate Loan being converted to a LIBOR Rate Loan, the date of conversion of such Base Rate Loan to such LIBOR Rate Loan, shall be excluded; provided that if an advance under the Revolving Loan is repaid on the same day on which it is made, one day's interest shall be paid on such Fees and interest are payable. The Index Rate is a floating rate determined for each dayadvance. Each determination by the Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates conclusive and Feesbinding for all purposes, absent manifest error. (dc) So long as an Event of Default has shall have occurred and is continuing under Section 8.1(a)be continuing, (f) or (g) and without notice the Borrowers shall pay to the Lenders interest from the date of any kind, or so long as any other such Event of Default has to and including the date of cure of such Event of Default on the Obligations at the Default Rate applicable to such Obligations; provided that in the case of LIBOR Rate Loans, upon the expiration of the Interest Period in effect at the time any Event of Default shall have occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrowerbe continuing, the interest rates applicable to the such LIBOR Rate Loans shall automatically become Base Rate Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”), and the outstanding principal balance of the Loans shall thereafter bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Base Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such ObligationLoans. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that Interest shall be due at the Base Rate, the LIBOR Rate or the Default Rate, as provided herein, after as well as before demand, default and judgment notwithstanding any Revolving Credit Advance be made as a LIBOR Loanjudgment rate of interest provided for in any statute. If any interest payment or other charge or fee payable hereunder exceeds the maximum amount then permitted by applicable law, then to the extent permitted by law and subject to the provisions of subparagraph (ii) convert at any of this subsection 2.5(d), the Borrowers shall be obligated to pay the maximum amount then permitted by applicable law and the Borrowers shall continue to pay the maximum amount from time to time permitted by applicable law until all or any part such interest payments and other charges and fees otherwise due hereunder (in the absence of outstanding Loans from Index Rate Loans to LIBOR Loans, such restraint imposed by applicable law) have been paid in full. (iiiii) convert any LIBOR Loan to an Index Rate Loan, subject to payment It is the intention of the LIBOR Breakage Costs in accordance Agent, the Lenders and the Borrowers to comply with Section 2.3(d) if such conversion is made prior the laws of the State of Illinois, and notwithstanding any provision to the expiration of contrary contained herein or in the LIBOR Period applicable theretoother Financing Agreements, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period Borrowers shall not be required to pay and the succeeding LIBOR Period of that continued Loan Lenders shall commence on the first day after the last day of the LIBOR Period of the Loan not be permitted to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum collect any amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made the maximum amount of interest permitted by noon law (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election"Excess Interest"). If no election any Excess Interest is received with respect provided for or determined to a LIBOR Loan have been provided for by noon (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.2, if a court of competent jurisdiction determines in a final order that this Agreement or in any of the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”)other Financing Agreements, then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until in such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been event: (but for the operation of this paragraphA) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction subsection 2.5(d)(ii) shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) govern and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.control;

Interest and Applicable Margins. (a) Borrower If Debtor fails to pay any Reimbursement Obligation upon demand, Debtor shall be obligated hereunder to pay interest to Agent, for Creditor on such Reimbursement Obligation from the ratable benefit date it became due until the date of Lenders with respect payment thereof at a rate per annum equal to the various Loans made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The Applicable Margins shall be as follows: Applicable Revolver Index Margin 2.75 % Applicable Revolver LIBOR Margin 3.75 % Applicable Term Loan Index Margin 2.75 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured2.50%. (b) If any payment on any Loan of the Obligations becomes due and payable on a day other than a Business Day, the maturity due date thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, any Reimbursement Obligation interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent Creditor on the basis of a three hundred and sixty (360-) day year, in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate shall be determined for each day based upon the Index Rate as in effect each day. Each determination by Agent Creditor of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Feesconclusive, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section Sections 8.1(a), (fh) or (gi) shall have occurred and without notice of any kind, be continuing or so long as any other Default or Event of Default has shall have occurred and is continuing be continuing, and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by Creditor after written notice from Agent Creditor to BorrowerDebtor, the interest rates applicable to the Loans Reimbursement Obligations and the Letter of Credit Fee shall Fees may be increased by Creditor by up to two percentage points percent (2%) per annum above the rates rate of interest or the rate of such Fee Fees otherwise applicable hereunder (“"Default Rate”"), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Default or Event of Default until that Default or Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “"Maximum Lawful Rate”"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower Debtor shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, Creditor is equal to the total interest that which would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.5(a) through (e)d) above, unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender Creditor pursuant to the terms hereof exceed the amount that such Lender which Creditor could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.5(e), a court of competent jurisdiction shall finally determine by a final, non-appealable order that a Lender Creditor has received interest hereunder in excess of the Maximum Lawful Rate, Agent Creditor shall, to the extent permitted by applicable law, promptly apply such excess as in the order specified in Section 2.5(e) 1.7 and thereafter shall refund any excess to Borrower Debtor or as such a court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders Lenders, in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 6.00% Applicable Revolver LIBOR Margin 3.75 % Applicable Term Loan Index Margin 2.75 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured.7.50% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate rates and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrower, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (fh) or (g) and without notice of any kindi), or so long as any other Default or Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder (“"Default Rate”"), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Default or Event of Default until that Default or Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After Subject to the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facilityconditions precedent set forth in Section 2.2, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iiiii) convert any LIBOR Loan to an Index Rate Loan, upon payment of an administrative fee of $250 and, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iviii) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 5,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon 11:00 a.m. (Chicago New York time) on the 3rd third Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (32) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 11:00 a.m. (Chicago New York time) on the 3rd third Business Day prior to the end of the LIBOR Period with respect theretothereto (or if a Default or an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “"Notice of Conversion/Continuation”") in the form of Exhibit 2.2(e1.5(e). No Loan shall may be made, made as or converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan until the earlier of (i) forty-five (45) days after the Closing Date or (ii) completion of primary syndication as a result thereofdetermined by Agent. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “"Maximum Lawful Rate”"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.5(f), a court of competent jurisdiction shall finally determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as in the order specified in Section 2.5(e) 1.11 and thereafter shall refund any excess to Borrower or as such a court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, annum; and (iii) with respect to such portion of the Term Loans designated as a LIBOR Swing Line Loan, the applicable LIBOR Index Rate plus the Applicable Term Loan LIBOR Revolver Index Margin per annum. The Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 1.50% Applicable Revolver LIBOR Margin 3.75 2.75% Applicable Term Loan Index Margin 2.75 5.25% Applicable Term Loan LIBOR L/C Margin 3.75 2.75% 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured.Unused Line Fee Margin 0.35% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrower, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder (“"Default Rate”"), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier Unless a Default or Event of sixty days following the Closing Date Default shall have occurred and the completion of the primary syndication of the credit facilitybe continuing, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, Loan (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan and the Term Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan and the Term Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 10,000,000 and integral multiples of $500,000 5,000,000 in excess of such amount. Any such election must be made by 12:00 noon (Chicago New York time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by 12:00 noon (Chicago New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect theretothereto (or if a Default or an Event of Default has occurred and is continuing or the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “"Notice of Conversion/Continuation”") in the form of Exhibit 2.2(e1.5(e). No Loan shall may be made, made as or converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan until the earlier of (i) 45 days after the Closing Date or (ii) completion of primary syndication as determined by Agent. No portion of the Term Loan shall be made as or converted into a result thereofLIBOR Loan at any time. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “"Maximum Lawful Rate”"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.5(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.5(f), a court of competent jurisdiction shall finally determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as in the order specified in Section 2.5(e) 1.11 and thereafter shall refund any excess to Borrower or as such a court of competent jurisdiction may otherwise order. Notwithstanding anything in the foregoing to the contrary but not in any way limiting the effect of the foregoing, approval of this Agreement by the Bankruptcy Court shall constitute approval of the rates of interest and other amounts payable hereunder and a ruling that they are exempt from any otherwise applicable limitation.

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest (i) with respect to the U.S. Revolving Credit Advances, to Agent, for the ratable benefit of Lenders (except with respect to In-Season Overadvances, all interest on which shall be paid to Agent solely for its own account) (ii) with respect to the Canadian Revolving Credit Advances, to Canadian Agent, and (iii) with respect to the Swing Line Advances, to Agent, for the benefit of the Swing Line Lender, in each case in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans Credit Advances (excluding In-Season Overadvances) which are designated as Index Rate Loans (and for all other interest-bearing Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans Credit Advances (excluding In-Season Overadvances) which are designated as LIBOR Loans, at the election of of, with respect to U.S. Revolving Credit Advances, U.S. Borrower, and with respect to Canadian Revolving Credit Advances, Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to such portion of the Term Loans Revolving Credit Advances which are In-Season Overadvances and which are designated as an Index Rate LoanLoans, the Index Rate plus the Applicable Term Loan In-Season Overadvance Index Margin per annum or, with respect to such portion of the Term Loans Revolving Credit Advances which are In-Season Overadvances and which are designated as a LIBOR LoanLoans, at the election of, with respect to U.S. Revolving Credit Advances, U.S. Borrower, and with respect to Canadian Revolving Credit Advances, Borrower Representative, the applicable LIBOR Rate plus the Applicable Term Loan In-Season Overadvance LIBOR Margin per annum and (iii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. The Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 1.50% Applicable Revolver LIBOR Margin 3.75 2.75% Applicable Term Loan In-Season Overadvance Index Margin 2.75 2.75% Applicable Term Loan In-Season Overadvance LIBOR Margin 3.75 4.00% 1 Borrower to supply account information. provided; however, Applicable Unused Line Fee Margin 0.50% The Applicable Margins (other than the Applicable In-Season Overadvance Margins, with respect to the Term Loan, ) shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ Borrowers' and its their Subsidiaries’ ' consolidated financial performance, commencing with the first day of the first calendar month that occurs more than one (1) day after delivery of Holdings' annual, audited Financial Statements to Lenders for the Fiscal Year ending on or after February 22, 2004. Adjustments in Applicable Margins will be determined by reference to the following grids: -------------------------------------------------------------------------------- Level of If the Leverage Ratio is: Applicable Margins: -------------------------------------------------------------------------------- *** 3.00 Level I ³ 4.00 to 1.00 3.25 % 4.25 % -------------------------------------------------------------------------------- ***3.50, but ** 3.00 Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % -------------------------------------------------------------------------------- **3.50 Level III < 2.50 -------------------------------------------------------------------------------- ** denotes more than *** denotes less than or equal to 1.00 2.25 -------------------------------------------------------------------------------- Applicable Margins -------------------------------------------------------------------------------- Level I Level II Level III -------------------------------------------------------------------------------- Applicable Revolver Index Margin 1.00% 3.25 1.25% 1.50% -------------------------------------------------------------------------------- Applicable Revolver LIBOR Margin 2.25% 2.50% 2.75% -------------------------------------------------------------------------------- Applicable Unused Line Fee Margin 0.25% 0.375% 0.50% -------------------------------------------------------------------------------- All adjustments in the Applicable Margins subsequent to the delivery of Holdings' annual, audited Financial Statements to Lenders for the Fiscal Year ending on or after February 22, 2004, shall be implemented quarterly on a prospective basis, five for each calendar month commencing at least one (51) Business Days day after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower Representative shall deliver to Agent Agents and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. Failure to timely deliver such Financial Statements shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Margins to the highest level set forth in the foregoing grid, until the first day of the first calendar month following the delivery of those Financial Statements demonstrating that such an increase is not required. If 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent Agents on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent Agents of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrowers, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a6.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of (i) with respect to the Canadian Revolving Credit Advances, Canadian Agent or (ii) with respect to the U.S. Revolving Credit Advances (including, without limitation, the In-Season Overadvances) and the Swing Line Advances, Agent (or or, in either case, upon the written request of Requisite Lenders) confirmed by written notice from the Agent or Canadian Agent, as applicable, to BorrowerBorrower Representative, subject to applicable law, the interest rates applicable to the Loans Advances and the Letter of Credit Fee shall each be increased by two percentage points (2%) per annum above the rates of interest or the rate Letter of such Credit Fee otherwise applicable hereunder (“"Default Rate”"), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date U.S. Borrower, with respect to U.S. Revolving Credit Advances and the completion of the primary syndication of the credit facilityU.S. Revolving Loans, and Borrower Representative, with respect to Canadian Revolving Credit Advances and Canadian Revolving Loans, shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans Advances (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs Cost in accordance with Section 2.3(d1.3(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan Advance (other than Swing Line Advances) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued LIBOR Loan shall commence on the first day after the last day of the LIBOR Period of the LIBOR Loan to be continued. Any LIBOR Loan or group of LIBOR Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 5,000,000 or the Dollar Equivalent thereof and integral multiples of $500,000 or the Dollar Equivalent thereof in excess of such amount. Any such election must be made by noon 1:00 p.m. (Chicago New York time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which U.S. Borrower or Borrower Representative, as applicable, wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by U.S. Borrower or Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by noon 1:00 p.m. (Chicago New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Canadian Agent and U.S. Borrower must make such election by notice to Agent, in either case, in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “"Notice of Conversion/Continuation”") in the form of Exhibit 2.2(e1.2(e). No Loan Advance shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and (i) with respect to the Canadian Revolving Credit Advances, Canadian Agent or (ii) with respect to the U.S. Revolving Credit Advances (including, without limitation, In-Season Overadvances), Agent or, in either case, Requisite Lenders have determined not to make or continue any Loan Advance as a LIBOR Loan as a result thereof. No Advance may be made as or converted into a LIBOR Loan until 45 days after the Closing Date. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “"Maximum Lawful Rate”"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by (i) with respect to the Canadian Revolving Credit Advances, Canadian Agent, on behalf of Lenders, or (ii) with respect to the U.S. Revolving Credit Advances (including, without limitation, In-Season Overadvances) and Swing Line Advances, Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent or Canadian Agent, as applicable, shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) 6.5 and thereafter shall refund any excess to Borrower Borrowers or as such court of competent jurisdiction may otherwise order. (g) If any provision of this Agreement or any of the other Loan Documents would obligate Canadian Borrower to make any payment of interest with respect to the Obligations or other amount payable to Canadian Agent or any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by the Canadian Agent or such Lender of interest with respect to the Obligations at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provision, such amount or rates shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by the Canadian Agent or such Lender of interest with respect to the Obligations at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) first, by reducing the amount or rates of interest required to be paid to the Canadian Agent or the affected Lender under this Section 1.2(g); and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Canadian Agent or the affected Lender which would constitute interest with respect to the Obligations for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if Canadian Agent or any Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), then Canadian Borrower shall be entitled, by notice in writing to the Canadian Agent or the affected Lender, to obtain reimbursement from the Canadian Agent or such Lender in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by the Canadian Agent or such Lender to Canadian Borrower. Any amount or rate of interest under the Obligations referred to in this Section 1.2(g) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that any Canadian Revolving Credit Advances remain outstanding on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date (with reference to the Canadian Revolving Loan) and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Canadian Agent shall be conclusive for the purposes of such determination. (h) For purposes of disclosure pursuant to the Interest Act (Canada), the annual rates of interest or fees to which the rates of interest or fees provided in this Agreement and the other Loan Documents (and stated herein or therein, as applicable, to be computed on the basis of a 360 day year or any other period of time less than a calendar year) are equivalent to the rates so determined multiplied by the actual number of days in the applicable calendar year and divided by 360 or such other period of time, respectively. (i) Interest, Unused Line Fees and Letter of Credit Fees shall be payable solely in the currency in which the underlying Loan is made or Letter of Credit is issued.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Tranche A Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Tranche A Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Tranche A Revolver LIBOR Margin per annum, based on the aggregate Tranche A Revolving Credit Advances outstanding from time to time; and (ii) with respect to such portion of the Term Loans designated Tranche B Revolving Credit Advances, 14.25% (except that Tranche B Real Estate Advances shall bear interest as an Index Rate set forth in Section 1.1(e)); and (iii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Term Loan Tranche A Revolver Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The Applicable Margins shall be will be, as follows: set forth below, on a per annum basis as of the Closing Date and until adjusted as described below. Applicable Tranche A Revolver LIBOR Margin 2.75% Applicable Tranche A Revolver Index Margin 2.75 1.25% Applicable Revolver LIBOR L/C Margin 3.75 1.75% Applicable Term Loan Index Unused Facility Margin 2.75 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured.0.50% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a three hundred and sixty (360-) day year, in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate shall be determined for each day based upon the Index Rate as in effect each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Feesconclusive, absent manifest error. (d) So long as an Event of Default has shall have occurred and is continuing under Section 8.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrowerbe continuing, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased automatically by two percentage points percent (2%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder (“"Default Rate”"), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After So long as no Default or Event of Default shall have occurred and be continuing, and subject to the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facilityadditional conditions precedent set forth in Section 2.2, Borrower shall have the option to (i) request that any Tranche A Revolving Credit Advance Advances be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Tranche A Revolving Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Tranche A Revolving Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Under no circumstances shall the Tranche B Revolving Loan or Swing Line Loan be a LIBOR Loan. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 3,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon 11:00 a.m. (Chicago New York time) on the 3rd third (3rd) Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 11:00 a.m. (Chicago New York time) on the 3rd third (3rd) Business Day prior to the end of the LIBOR Period with respect theretothereto (or if a Default or an Event of Default shall have occurred and be continuing or the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “"Notice of Conversion/Continuation”") in the form of Exhibit 2.2(e1.5(e). No Loan shall may be made, made as or converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as which has a result thereofLIBOR Period greater than one month until the earlier of (i) ninety (90) days after the Closing Date, and (ii) Agents' completion of a syndication of the Loans, satisfactory to Agents in their reasonable discretion. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “"Maximum Lawful Rate”"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that which would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.5(a) through (e)) above, unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that which such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.5(f), a court of competent jurisdiction shall finally determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as in the order specified in Section 2.5(e) 1.11 and thereafter shall refund any excess to Borrower or as such a court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower Great Lakes shall pay interest to Administrative Agent, for the ratable benefit of Lenders Lenders, in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; , and (ii) with respect to such portion of the Term Loans designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The Applicable Margins shall be as follows: Applicable Revolver Index Margin 2.75 % Applicable Revolver LIBOR Margin 3.75 % Applicable Term Loan Index Margin 2.75 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Administrative Agent on the basis of a 360-360 day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Administrative Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Great Lakes, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrowercontinuing, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”) at the election of either Agent, (or upon the written request of Requisite Lenders), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower Great Lakes shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraphclause) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.2(a) through (ed), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph clause shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraphclause, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.2(e), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Administrative Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e1.5(g) and thereafter shall refund any excess to Borrower Great Lakes or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower shall pay interest to AgentAdministrative Agent (with respect to the Term Loan) and to Revolving Credit Agent (with respect to the Revolving Loan), for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion at the election of the Term Loans designated as a LIBOR LoanBorrower, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The ; As of the Closing Date the Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 1.50% Applicable Revolver LIBOR Margin 3.75 2.75% Applicable Term Loan Index Margin 2.75 1.50% Applicable Term Loan LIBOR Margin 3.75 2.75% 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, L/C Margin 2.75% The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ Borrower's consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrower's quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 30, 2004. Adjustments in Applicable Margins will shall be determined by reference to the following gridsgrid: Level I ³ 4.00 -------------------- -------------------- ------------------ --------------------- ------------------- ----------------- IF LEVERAGE RATIO APPLICABLE APPLICABLE APPLICABLE TERM APPLICABLE TERM APPLICABLE L/C IS: REVOLVER INDEX REVOLVER LIBOR LOAN INDEX MARGIN LOAN LIBOR MARGIN MARGIN IS: MARGIN IS: MARGIN IS: IS: IS: -------------------- -------------------- ------------------ --------------------- ------------------- ----------------- > 2.00 to 1.000 1.50% 2.75% 1.50% 2.75% 2.75% - -------------------- -------------------- ------------------ --------------------- ------------------- ----------------- < 2.00 to 1.00 3.25 1.25% 4.25 2.50% Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 1.25% 3.75 2.50% Level III < 2.50 to 1.00 2.25 2.50% 3.25 % -------------------- -------------------- ------------------ --------------------- ------------------- ----------------- All adjustments in the Applicable Margins thereafter shall be implemented quarterly on a prospective basis, five (5) Business Days for each calendar month commencing at least 5 days after the date of delivery to Lenders of the quarterly unaudited or annual audited (as applicable) Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent Agents and Lenders a certificate, signed by its chief financial officera Responsible Officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. Notwithstanding anything set forth herein to the contrary, failure to timely deliver such Financial Statements shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Margins to the highest level set forth in the foregoing grid, until the first day of the first calendar month following the delivery of those Financial Statements demonstrating that such an increase is not required. If 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 the first day of the first calendar month following the date on which all Defaults or Events such Event of Default are is waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. Whenever the performance of any covenant or obligation hereunder is stated to be due on a day which is not a Business Day, such performance shall be made on the next preceding Business Day. (c) All computations of Fees calculated on a per annum basis and interest on any LIBOR Loan shall be made by Administrative Agent (with respect to Term Loan and Fees related thereto) and Revolving Credit Agent (with respect to the Revolving Loan, the Letters of Credit, the Letter of Credit Obligations, and the Fees related thereto) on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest on such LIBOR Loan and Fees are payable. All computations of interest on any Index Rate Loan shall be made by Administrative Agent (with respect to Term Loan) and Revolving Credit Agent (with respect to the Revolving Loan) of the basis of a 365/366 day year, in each case for the actual number of days occurring in the period for which such interest are is payable. The Index Rate is a floating rate determined for each day. Each determination by either Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrower, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (fh) or (g) and without notice of any kindi), or so long as any other Event of Default has occurred and is continuing and at the election of Administrative Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Administrative Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder (“"Default Rate”"), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, subject to the conditions precedent set forth in Section 2.2, (ii) so long as no Default or Event of Default has occurred and is continuing, convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 250,000 in excess of such amount. Any such election must be made by noon 11:00 a.m. (Chicago New York time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 11:00 a.m. (Chicago New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect theretothereto (or if a Default or an Event of Default has occurred and is continuing), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing)both Agents. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “"Notice of Conversion/Continuation”") in the form of Exhibit 2.2(e1.5(e). No Loan shall may be made, made as or converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereofuntil the 3rd Business Day after the Closing Date. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “"Maximum Lawful Rate”"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, Agents on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.5(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.5(f), a court of competent jurisdiction shall finally determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Administrative Agent or Revolving Credit Agent shall, to the extent permitted by applicable law, promptly apply such excess as in the order specified in Section 2.5(e) 1.11 and thereafter shall refund any excess to Borrower or as such a court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders Lenders, in accordance with respect to the various Loans being made by each Lender (or in the case of the Swing Line Loan, for the benefit of the Swing Line Lender), in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans Credit Advances which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans Credit Advances which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to such portion of the Initial Term Loans Loan designated as an Index Rate LoanLoans, the Index Rate plus the Applicable Initial Term Loan Index Margin per annum or, with respect to such portion of the Initial Term Loans Loan designated as a LIBOR LoanLoans, the applicable LIBOR Rate plus the Applicable Initial Term Loan LIBOR Margin per annum; and (iii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. The As of the Closing Date, the Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 3.00 % Applicable Revolver LIBOR Margin 3.75 4.00 % Applicable Initial Term Loan Index Margin 2.75 3.00 % Applicable Initial Term Loan LIBOR Margin 3.75 4.00 % 1 Borrower to supply account information. provided; however, the The Applicable Margins, with respect to the Term Loan, Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance, commencing with the first day of the first calendar month that occurs more than one (1) day after delivery to Agent of Borrower’s annual Financial Compliance, Pricing and Excess Cash Flow Certificate and accompanying Financial Statements for the Fiscal Year ending December 31, 2009. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”), and the outstanding principal balance of the Loans shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.:

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders with respect to the various Loans made by each Lender, Lender in arrears on each applicable Interest Payment Date, Date at the following rates: (i) with respect to the Revolving Loans which are designated as Adjusted Monthly LIBOR Index Rate Loans (and for all other Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate principal amount of Loans outstanding from time to time; and (ii) with respect to such portion provided that if at any time the Adjusted Monthly LIBOR Index Rate is not capable of determination by Lender for any LIBOR Period as a result of the Term Loans designated failure of the LIBOR Rate for any reason to be available (or if the introduction of or any change in any law or regulation (or any change in the interpretation thereof) shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for Lender to agree to make or to make or to continue to fund or maintain any LIBOR Loan) then, until such time as an the LIBOR Rate then becomes available and the Adjusted Monthly LIBOR Index Rate Loanis capable of determination by Lender or the funding or maintaining of LIBOR Loans becomes lawful, as the case may be, Borrower shall pay interest to Lender in arrears during such LIBOR Period and at all times thereafter on each applicable Interest Payment Date at the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The Applicable Margins shall be as follows: Applicable Revolver Index Margin 2.75 % Applicable Revolver LIBOR Margin 3.75 % Applicable Term Loan Index Margin 2.75 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or curedMargin. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent Lender on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent Lender of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrower, absent manifest error. (d) So long as an Event of Default under Sections 8.1(a), (h) or (i) has occurred and is continuing under Section 8.1(a), (f) or (g) and without notice of any kind, or so long as as, at the election of Lender after written notice from Lender to Borrower, any other Default or Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrowercontinuing, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“"Default Rate”"), and all outstanding Obligations arising under this Agreement and the outstanding principal balance of the Loans other Loan Documents shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Default or Event of Default until that Default or Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.4, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “"Maximum Lawful Rate”"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, Lender is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.4(a) through (ed), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.4(e), a court of competent jurisdiction shall finally determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent Lender shall, to the extent permitted by applicable law, promptly apply such excess as in the order specified in Section 2.5(e) 1.7 and thereafter shall refund any excess to Borrower or as such a court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Tranche A Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Swing Line Loan, the Index Rate plus the Applicable Term Loan Revolver Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The As of the Closing Date, the Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 0.50% Applicable Revolver LIBOR Margin 3.75 3.25% Applicable Term Loan Index Margin 2.75 L/C Margins: Documentary: 1.25% Standby: 2.0% Applicable Term Loan Unused Line Fee Margin 0.375% The Applicable Revolver LIBOR Margin 3.75 (set forth above and in the grid below) shall be reduced (i) by 0.25% 1 effective prospectively from the date (the "Initial Liquidity Hurdle Date") on which Borrower shall have obtained Liquidity Event Proceeds from and after January 1, 2002 in an aggregate cumulative amount equal to supply account information. Five Million Dollars ($5,000,000), and (ii) by an additional 0.25% effective prospectively from the date (the "Subsequent Liquidity Hurdle Date") on which Borrower shall have obtained Liquidity Event Proceeds from and after January 1, 2002 (including amounts calculated in reaching the Initial Liquidity Hurdle Date) in an aggregate cumulative amount equal to Ten Million Dollars ($10,000,000); provided; , however, that the Applicable MarginsInitial Liquidity Hurdle Date and the Subsequent Liquidity Hurdle Date, as applicable, shall not be deemed to have occurred for any purpose under this Agreement until and unless (1) Borrower shall have delivered evidence reasonably satisfactory to Agent of receipt of the relevant Liquidity Event Proceeds, and (2) Borrower shall applied the full amount of such Liquidity Event Proceeds as a payment or prepayment on the Obligations (without a reduction in the Tranche A Revolving Loan Commitments). In addition to the foregoing (and subject, with respect to the Term LoanApplicable Revolver LIBOR Margin, to the reductions set forth above), the Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performancethe Leverage Ratio, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrower's audited annual Financial Statements to Lenders for the Fiscal Year ending in January, 2003. Adjustments Such adjustments in Applicable Margins will shall be determined by reference to the following grids: If Leverage Ratio is: Level of Applicable Margins: < 2.5:1.00 Level I ³ 4.00 to 1.00 3.25 % 4.25 % >2.5:1.00, but <3.25:1.00 Level II ³ 2.50 to 1.00>3.25:1.00, and < 4.00 to 1.00 2.75 % 3.75 % but <4.0:1.00 Level III < 2.50 >4.0:1.00 Xxxxx XX Applicable Revolver Index Margin 0% .25% .50% .75% Applicable Revolver LIBOR Margin 2.75% 3.00% 3.25% 3.50% Applicable L/C Margin Documentary Stand-by 1.25% 2.00% Documentary Stand-by 1.25% 2.00% Documentary Stand-by 1.25% 2.00% Documentary Stand-by 1.25% 2.00% Applicable Unused Line Fee Margin 0.375% 0.375% 0.375% 0.375% If there is a disparity among financial tests set forth in this section from time to 1.00 2.25 % 3.25 % time, the test resulting in the greater level of Applicable Margins will prevail. All adjustments in the Applicable Margins pursuant to the grids above shall be implemented quarterly on a prospective basis, five (5) Business Days commencing on the calendar month that begins at least 5 days after the date of delivery to Lenders of the quarterly unaudited or annual audited (as applicable) Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. Failure to timely deliver such Financial Statements within the time frame specified in Annex E shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Margins to the highest level set forth in the foregoing grid, until the first day of the first calendar month following the delivery of those Financial Statements demonstrating that such an increase is not required. If any a 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 the first day of the first calendar month following the date on which all Defaults such Default or Events Event of Default are is waived or cured. (b) . If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) . All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Fees. (d) conclusive on Borrower, absent manifest error. So long as an Event of Default has occurred and is continuing under Section 8.1(a), (fh) or (gi) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points (2%) per annum ("Default Rate") above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder (“Default Rate”)hereunder, and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on . Subject to the next regularly scheduled payment date conditions precedent set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facilityin Section 2.2, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 5,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon 10:30 a.m. (Chicago Los Angeles time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 10:30 a.m. (Chicago Los Angeles time) on the 3rd Business Day prior to the end of the LIBOR Period with respect theretothereto (or if a Default or an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “"Notice of Conversion/Continuation”") in the form of Exhibit 2.2(e1.5(e). No Loan shall may be made, made as or converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan until the earlier of (i) 15 days after the Closing Date or (ii) completion of primary syndication as a result thereof. (f) determined by Agent. Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “"Maximum Lawful Rate”"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.5(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.5(f), a court of competent jurisdiction shall finally determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as in the order specified in Section 2.5(e) 1.11 and thereafter shall refund any excess to Borrower or as such a court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower . a. Borrowers shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of BorrowerBorrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion at the election of the Term Loans designated as a LIBOR LoanBorrower Representative, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum; and (iii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. Notwithstanding the foregoing, if any Lender shall determine that (i) the agreement to make or the making or continuing to fund or maintain any LIBOR Loan is unlawful as determined in accordance with Section 1.16(c), or (ii) the LIBOR Rate is unavailable or is incapable of being determined, then Agent shall convert the Loans from LIBOR Loans to Index Rate Loans and such Index Rate Loans shall bear interest at the Index Rate plus the Applicable Margin per annum. The Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 1.00% Applicable Revolver LIBOR Margin 3.75 3.00% Applicable Term Loan Index Margin 2.75 1.00% Applicable Term Loan LIBOR Margin 3.75 3.00% 1 Borrower to supply account information. provided; however, the Applicable Margins, L/C Margin (for Letter of Credit Obligations with respect to the Term Loan, shall be adjusted Industrial Development Bonds) 2.00% Applicable L/C Margin (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date for Letter of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured. (b) If any payment on any Loan becomes due and payable on a day Credit Obligations other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, those issued with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (cIndustrial Development Bonds) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit 3.00% Applicable Unused Line Fee shall be increased by two percentage points (2Margin 0.50%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”), and the outstanding principal balance of the Loans shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Swing Line Loan, the Index Rate plus the Applicable Term Loan Revolver Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The Applicable Margins shall be as follows: Applicable Revolver Index Margin 2.75 % Applicable Revolver LIBOR Margin 3.75 % Applicable Term Loan Index Margin 2.75 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrower, absent verifiable error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a8.1 (a), (fh) or (g) and without notice of any kindi), or so long as any other Default or Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee Letter of Credit Fees otherwise applicable hereunder (“"Default Rate”"), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Default or Event of Default until that Default or Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After Subject to the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facilityconditions precedent set forth in Section 2.2, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon 11:00 a.m. (Chicago New York time) on the 3rd 2nd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by 12:00 noon (Chicago New York time) on the 3rd 2nd Business Day prior to the end of the LIBOR Period with respect theretothereto (or if a Default or an Event of Default has occurred and is continuing or the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “"Notice of Conversion/Continuation”") in the form of Exhibit 2.2(e1.5(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “"Maximum Lawful Rate”"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.5(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.5(f), a court of competent jurisdiction shall finally determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as in the order specified in Section 2.5(e) 1.11 and thereafter shall refund any excess to Borrower or as such a court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans Revolving Loan being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Base Rate plus the Applicable Revolver Index Base Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of BorrowerBorrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The Applicable Margins shall be are as follows: IF LEVERAGE RATIO IS: APPLICABLE APPLICABLE BASE RATE LIBOR MARGIN MARGIN Less than 1.0 to 1.0 Minus 1/2% Plus 2% Greater than or equal to 1.0 to 1.0 but less than 1.75 to 1.0 0% Plus 2 1/2% Greater than or equal to 1.75 to 1.0 Plus 1/2% Plus 3% The Applicable Revolver Index Margin 2.75 % Applicable Revolver LIBOR Margin 3.75 % Applicable Term Loan Index Margin 2.75 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ Borrowers' consolidated financial performancecondition for the Fiscal Quarter then ended, commencing with the delivery of Borrowers' quarterly unaudited Financial Statements to Lenders for the Fiscal Quarter ending March 31, 2004 (the "First Adjustment Date"). Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins after the First Adjustment Date shall be implemented quarterly on a prospective basis, five (5) Business Days commencing at least 5 days after the date of delivery to Lenders of the quarterly unaudited or annual audited (as applicable) Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower Representative shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. Failure to timely deliver such Financial Statements shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Margins to the highest level set forth in the foregoing grid, until the fifth day following the delivery of those Financial Statements demonstrating that such an increase is not required. If any Default a Default, which is not reasonably capable of being cured, 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 the first day of the first calendar month following the date on which all Defaults such Default, which is not reasonably capable of being cured, or Events Event of Default are is waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Base Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrowers, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (fh) or (gi) and without notice of any kind, or so long as any other Default, which is not reasonably capable of being cured, or Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to BorrowerBorrower Representative, the interest rates applicable to the Loans and the Letter of Credit Fee Revolving Loan shall be increased by two to Base Rate plus three percentage points (23%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“"Default Rate”"), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such ObligationsRate. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Default, which is not reasonably capable of being cured, or Event of Default until that Default, which is not reasonably capable of being cured, or Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After Subject to the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facilityconditions precedent set forth in Section 2.2, Borrower Representative shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans Revolving Loan from Index Base Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index a Base Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.10(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Revolving Loan or group of Revolving Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by 12:00 noon (Chicago New York time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower Representative wishes to convert any Index Base Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by 12:00 noon (Chicago New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect theretothereto (or if a Default, which is not reasonably capable of being cured, or an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Base Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “"Notice of Conversion/Continuation”") in the form of Exhibit 2.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not 1.4(e) attached to make or continue any Loan as a LIBOR Loan as a result thereofthe Disclosure Document. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.4, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “"Maximum Lawful Rate”"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.4(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.4(f), a court of competent jurisdiction shall finally determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as in the order specified in Section 2.5(e) 1.10 and thereafter shall refund any excess to Borrower Borrowers or as such a court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders Lenders, in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans Credit Advances which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Loans, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans Credit Advances which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to such portion of the Term Loans Loan designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion of the Term Loans Loan designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum; and (iii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. The Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 1.25 % Applicable Revolver LIBOR Margin 3.75 2.50 % Applicable Term Loan Index Margin 2.75 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured.% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees are payable. All computation of interest calculated on a per annum basis shall be made by Agent on the basis of a 360-day year with respect to LIBOR Loans and on the basis of a 365/366-day year with respect to Index Rate Loans, in each case for the actual number of days occurring for which such interest are is payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrower, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a6.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”), and the outstanding principal balance of the Loans shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date Interest Payment Date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs Cost in accordance with Section 2.3(d1.3(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 5,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon 1:00 p.m. (Chicago New York time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 1:00 p.m. (Chicago New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e1.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. Until April 19, 2004, no Loan may be made as or converted into a LIBOR Loan with a LIBOR Period of greater than one month. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) 6.5 and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the US Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable US Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of US Borrower, the applicable LIBOR Rate plus the Applicable US Revolver LIBOR Margin per annum, based on the aggregate US Revolving Credit Advances outstanding from time to time; and (ii) with respect to such portion of the Term Loans designated as an European Revolving Credit Advances, the Index Rate plus the Applicable European Revolver Index Margin per annum or, at the election of European Borrower, the applicable LIBOR Rate plus the Applicable European Revolver LIBOR Margin per annum, based on the aggregate European Revolving Credit Advances outstanding from time to time; (iii) with respect to the US Term A Loan, the Index Rate plus the Applicable US Term A Loan Index Margin per annum or, at the election of US Borrower, the applicable LIBOR Rate plus the Applicable US Term A Loan LIBOR Margin per annum; (iv) with respect to the US Term B Loan, the Index Rate plus the Applicable US Term B Loan Index Margin per annum or, at the election of US Borrower, the applicable LIBOR Rate plus the Applicable US Term B Loan LIBOR Margin per annum; (v) with respect to the European Term Loan, the Index Rate plus the Applicable European Term Loan Index Margin per annum or, with respect to such portion at the election of the Term Loans designated as a LIBOR LoanEuropean Borrower, the applicable LIBOR Rate plus the Applicable European Term Loan LIBOR Margin per annum; (vi) with respect to the US Swing Line Loan, the Index Rate plus the Applicable US Revolver Index Margin per annum; and (vii) with respect to the European Swing Line Loan, the Index Rate plus the Applicable European Revolver Index Margin per annum. The Applicable Margins shall will be as followsfollows as of the Closing Date: Applicable US Revolver Index Margin 2.75 % Applicable US Revolver LIBOR Margin 3.75 4.00 % Applicable European Revolver Index Margin 2.75 % Applicable European Revolver LIBOR Margin 4.00 % Applicable US Term A Loan Index Margin 2.75 % Applicable US Term A Loan LIBOR Margin 4.00 % Applicable US Term B Loan Index Margin 3.25 % Applicable US Term B Loan LIBOR Margin 4.50 % Applicable European Term Loan Index Margin 2.75 % Applicable European Term Loan LIBOR Margin 3.75 4.00 % 1 Borrower to supply account information. provided; howeverApplicable L/C Margin 4.00 % The Applicable L/C Margin, the Applicable MarginsUS Revolver Index Margin, with respect to the Applicable US Revolver LIBOR Margin, the Applicable European Revolver Index Margin, the Applicable European Revolver LIBOR Margin, the Applicable European Term LoanLoan Index Margin, the Applicable European Term Loan LIBOR Margin, the Applicable US Term A Loan Index Margin and the Applicable US Term A Loan LIBOR Margin shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ Borrowers' consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrowers' quarterly Financial Statements to Lenders for the Fiscal Quarter ending March 31, 2004. Adjustments in Applicable Margins will shall be determined by reference to the following grids: < 2.25 Level I ³ 4.00 to 1.00 3.25 % 4.25 % < 2.75, but > 2.25 Level II ³ > 2.75 Level III Applicable US Revolver Index Margin 2.00 % 2.50 to 1.00, and < 4.00 to 1.00 % 2.75 % Applicable US Revolver LIBOR Margin 3.25 % 3.75 % Level III < 4.00 % Applicable European Revolver Index Margin 2.00 % 2.50 to 1.00 2.25 % 2.75 % Applicable European Revolver LIBOR Margin 3.25 % 3.75 % 4.00 % Applicable US Term A Loan Index Margin 2.00 % 2.50 % 2.75 % Applicable US Term A Loan LIBOR Margin 3.25 % 3.75 % 4.00 % Applicable European Term Loan Index Margin 2.00 % 2.50 % 2.75 % Applicable European Term Loan LIBOR Margin 3.25 % 3.75 % 4.00 % Applicable L/C Margin 3.25 % 3.75 % 4.00 % If any Event of Default has occurred and is continuing, the Applicable US Revolver Index Margin, the Applicable US Revolver LIBOR Margin, the Applicable European Revolver Index Margin and the Applicable European Revolver LIBOR Margin shall be the highest level set forth in the foregoing grid until the next Business Day following the earlier to occur of (A) the date on which such Event of Default has been waived in accordance with Section 11.2 or (B) the date on which the Chief Executive Officer and Treasurer and Vice President, Finance, of Innovations shall have provided to Agent a certificate, in form and substance satisfactory to Agent, certifying that such Event of Default has been cured. All adjustments in the Applicable Margins after March 31, 2004 shall be implemented quarterly on a prospective basis, five (5) Business Days for each calendar month commencing at least 5 days after the date of delivery to Lenders of the quarterly unaudited or annual audited (as applicable) Financial Statements evidencing the need for an adjustment. Concurrently with Failure to timely deliver such Financial Statements shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Margins to the highest level set forth in the foregoing grid, until the first day of the first calendar month following the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable MarginsStatements demonstrating that such an increase is not required. If any a 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 the first day next Business Day following the earlier to occur of the first calendar month following (A) the date on which all Defaults or Events such Event of Default are has been waived in accordance with Section 11.2 or (B) the date on which the Chief Executive Officer and Treasurer and Vice President, Finance, of Innovations shall have provided to Agent a certificate, in form and substance satisfactory to Agent, certifying that such Event of Default has been cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of interest on Index Rate Loans shall be made by Agent on the basis of a 365-day year, in each case for the actual number of days occurring in the period for which such interest and Fees are payable. All computations of Fees calculated on a per annum basis and interest on LIBOR Rate Loans shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are is payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrowers, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (fh) or (gi) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to BorrowerBorrower Representative, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder (“"Default Rate”"), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After Subject to the earlier of sixty days following conditions precedent set forth in Section 2.2, the Closing Date and the completion of the primary syndication of the credit facility, applicable Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than any US Swing Line Loan or European Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than any US Swing Line Loan or European Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon 11:00 a.m. (Chicago New York time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which the applicable Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by such Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 11:00 a.m. (Chicago New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect theretothereto (or if a Default or an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. The applicable Borrower must make such election by notice to Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “"Notice of Conversion/Continuation”") in the form of Exhibit 2.2(e1.5(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “"Maximum Lawful Rate”"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.5(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.5(f), a court of competent jurisdiction shall finally determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as in the order specified in Section 2.5(e) 1.11 and thereafter shall refund any excess to Borrower Borrowers or as such a court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Revolving Credit Advances and Swing Line Loans being made by each Lender, and in respect of all unreimbursed Letters of Credit Obligations, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (Credit Advances and for unreimbursed Letter of Credit Obligations and all other Obligations not otherwise set forth below(other than LIBOR Loans and Swing Line Loans), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of BorrowerBorrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annumMargin; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Swing Line Loan, the Index Rate plus the Applicable Term Loan Revolver Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The Applicable Margins shall Margins, on a per annum basis for the period beginning on the Closing Date and ending on the date Financial Statements in respect of the Fiscal Quarter ending September 30, 2006 are required to be delivered hereunder, or are actually delivered hereunder, whichever is earlier, are as follows: Applicable Revolver Index Margin 2.75 0.50 % Applicable Revolver LIBOR Margin 3.75 1.50 % Applicable Term Loan Index L/C Margin 2.75 1.50 % Applicable Term Loan LIBOR Unused Line Fee Margin 3.75 0.25 % 1 Borrower to supply account information. provided; howeverThereafter, the Applicable Margins, with respect to Margins (other than the Term Loan, Applicable Unused Line Fee Margin) shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ H&E Delaware and its Subsidiaries’ consolidated financial performance, based on the Leverage Ratio as of the last day of the most recent Fiscal Quarter then ended. Adjustments in Applicable Margins (other than the Applicable Unused Line Fee Margin) will be determined by reference to the following grids: If Leverage Ratio is: Margins: < 1.50 to 1.00 Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 but > 1.50 to 1.00 Level II < 3.50 to 1.00 but > 2.50 to 1.00 Level III > 3.50 to 1.00 Lxxxx XX Applicable Revolver Index Margin 0.25 % 3.25 0.50 % 0.75 % 1.00 % Applicable Revolver LIBOR Margin 1.25 % 1.50 % 1.75 % 2.00 % Applicable L/C Margin 1.25 % 1.50 % 1.75 % 2.00 % All adjustments in the Applicable Margins (other than the Applicable Unused Line Fee Margin) after the date Financial Statements in respect of the Fiscal Quarter ending September 30, 2006 are required to be delivered hereunder, or are actually delivered hereunder, whichever is earlier, shall be implemented quarterly on a prospective basis, five for each Fiscal Quarter commencing at least one (51) Business Days day after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower Representative shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable MarginsMargins (other than the Applicable Unused Line Fee Margin). Failure to timely deliver such Financial Statements shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Margins (other than the Applicable Unused Line Fee Margin) to the highest level set forth in the foregoing grid, until the first day of the first Fiscal Quarter following the delivery of those Financial Statements demonstrating that such an increase is not required. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins (other than the Applicable Unused Line Fee Margin) is to be implemented, that reduction shall be deferred until the first day of the first calendar month Fiscal Quarter following the date on which all Defaults or Events of Default are waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a three hundred sixty (360-) day year, in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrowers, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a)continuing, (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to BorrowerBorrower Representative, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder (“Default Rate”), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier So long as no Event of sixty days following the Closing Date Default has occurred and the completion of the primary syndication of the credit facilityis continuing, Borrower Representative shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 100,000 in excess of such amount. Any such election must be made by noon (Chicago New York time) on the 3rd third (3rd) Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which the applicable Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago New York time) on the 3rd third (3rd) Business Day prior to the end of the LIBOR Period with respect theretothereto (or if an Event of Default has occurred and is continuing), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e1.5(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.5(a) through (e)d) above, unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.5(f), a court of competent jurisdiction shall finally determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as in the order specified in Section 2.5(e) 1.11 and thereafter shall refund any excess to Borrower Borrowers or as such a court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders with respect to the various Loans Term Loan made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to such portion of the Term Loans Loan designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion of the Term Loans Loan designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The As of the Closing Date, the Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 % Applicable Revolver LIBOR Margin 3.75 % Applicable Term Loan Index Margin 2.75 4.00 % Applicable Term Loan LIBOR Margin 3.75 6.00 % 1 Borrower to supply account information. provided; howeverApplicable Unused Line Fee Margin 4.50 % On and after the Project Opening, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following gridsas follows: Level I ³ 4.00 to 1.00 3.25 Applicable Term Loan Index Margin 2.50 % 4.25 Applicable Term Loan LIBOR Margin 4.50 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured.Unused Line Fee Margin 4.50 % (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee Term Loan shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”), and the outstanding principal balance of the Loans Term Loan shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of the outstanding Loans Term Loan from Index Rate Loans Loan to LIBOR LoansLoan, (iiiii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iviii) continue all or any portion of any the Term Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued portion of the Term Loan shall commence on the first day after the last day of the LIBOR Period of the portion of the Term Loan to be continued. Any portion of the Term Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 2,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon (Chicago New York time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans Loan to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax fax, e-mail or overnight courier (or by telephone, to be promptly confirmed in writing). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e). No Loan shall be made, converted into or continued as as, a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders with respect to the various Loans made by each Lender (or in the case of the Swing Line Loan, for the benefit of the Swing Line Lender), in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans Credit Advances which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans Credit Advances which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to such portion of the Term Loans Loan B designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan B Index Margin per annum or, with respect to such portion of the Term Loans Loan B designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan B LIBOR Margin per annum; and (iii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. The Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 2.50% Applicable Revolver LIBOR Margin 3.75 4.00% Applicable Term Loan B Index Margin 2.75 2.50% Applicable Term Loan B LIBOR Margin 3.75 4.00% 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in L/C Margin 4.00% Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 Unused Line Fee Margin 0.50% 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) . All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) . So long as an Event of Default has occurred and is continuing under Section 8.1(aSECTION 7.1(A), (fF) or (gG) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default "DEFAULT Rate”"), and the outstanding principal balance of the Loans shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, . Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(dSECTION 1.3(D) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 5,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon 1:00 p.m. (Chicago New York time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 1:00 p.m. (Chicago New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writingwriting on such day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion"NOTICE OF CONVERSION/Continuation”CONTINUATION") in the form of Exhibit 2.2(eEXHIBIT 1.2(E). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. . No Loan may be made as or converted into a LIBOR Loan until the earlier of (fi) 45 days after the Closing Date or (ii) completion of the primary syndication as determined by Agent. Notwithstanding anything to the contrary set forth in this Section 2.2SECTION 1.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”"MAXIMUM LAWFUL RATE"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(aSECTIONS 1.2(A) through (eE), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(fSECTION 1.2(F), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(eSECTION 1.5(E) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order. FEES. ----- FEE LETTER. Borrower shall pay to GE Capital, individually, the Fees specified in that certain fee letter dated as of January 30, 2006 among Borrower and GE Capital (the "GE CAPITAL FEE LETTER"), at the times specified for payment therein.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion at the election of the Term Loans designated as a LIBOR LoanBorrower, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum; and (iii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. The Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 3.00 % 2.25 % Applicable Revolver LIBOR Margin 3.75 4.00 % 3.25 % Applicable Term Loan Index Margin 2.75 3.00 % 2.25 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured.% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year (or, in the case of interest on Index Rate Loans, a 365 or 366 day year, as applicable), in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrower, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrowercontinuing, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“"Loan Default Rate”"), and the all outstanding principal balance of the Loans shall bear interest at the Loan Default Rate applicable to such ObligationsLoans. Interest and Letter of Credit Fees at the Loan Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand. Any other amounts payable hereunder (other than the Loans) or the other Loan Documents that are not paid when due shall bear interest, but from the date when due until paid in any eventfull, shall be payable on at a rate per annum equal to the next regularly scheduled payment date set forth herein for such ObligationIndex Rate plus the Applicable Term Loan Index Margin plus two percentage points (2%). (e) After the earlier So long as no Event of sixty days following the Closing Date Default has occurred and the completion of the primary syndication of the credit facilityis continuing, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon 11:00 a.m. (Chicago New York time) on the 3rd third Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 11:00 a.m. (Chicago New York time) on the 3rd third Business Day prior to the end of the LIBOR Period with respect theretothereto (or an Event of Default has occurred and is continuing), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “"Notice of Conversion/Continuation”") in the form of Exhibit 2.2(e1.5(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “"Maximum Lawful Rate”"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Original Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.5(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.5(f), a court of competent jurisdiction shall finally determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as in the order specified in Section 2.5(e) 1.11 and thereafter shall refund any excess to Borrower or as such a court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Agent, for the ratable benefit of Lenders Lenders, in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans Credit Advances which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans Credit Advances which are designated as LIBOR Loans, at the election of BorrowerBorrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum; and (iii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. The As of the Closing Date, the Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 2.25% Applicable Revolver LIBOR Margin 3.75 3.75% Applicable Term Loan A Index Margin 2.75 2.25% Applicable Term Loan A LIBOR Margin 3.75 3.75% 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, Loan B Index Margin 2.75% Applicable Term Loan B LIBOR Margin 4.25% Applicable L/C Margin 3.75% The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ Holdings and its Subsidiaries’ ' consolidated financial performance, commencing with the first day of the first calendar month that occurs more than one (1) day after delivery of Borrowers' quarterly Financial Statements to Lenders for the Fiscal Quarter ending June 30, 2003. Adjustments in Applicable Margins will be determined by reference to the following grids: -------------------------------------------------------------------------------- Level of If Leverage Ratio is: Applicable Margins: -------------------------------------------------------------------------------- > than = to 3.0 to 1.0 Level I ³ 4.00 -------------------------------------------------------------------------------- < 3.0 to 1.00 3.25 % 4.25 % 1.0, but > than = to 2.5 to 1.0 Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III -------------------------------------------------------------------------------- < 2.50 to 1.00 2.25 1.0, but > than = to to 2.0 to 1.0 Level III -------------------------------------------------------------------------------- < 2.0 to 1.0 Level IV -------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- Level I Level II Level III Level IV ---------------------------------------------------------------------------------------------- Applicable Revolver Index 2.5% 3.25 2.25% 2.0% 1.75% Margin and Applicable Term Loan A Index Margin ---------------------------------------------------------------------------------------------- Applicable Revolver 4.0% 3.75% 3.50% 3.25% LIBOR Margin and Applicable Term Loan A LIBOR Margin ---------------------------------------------------------------------------------------------- -11- ---------------------------------------------------------------------------------------------- Level I Level II Level III Level IV ---------------------------------------------------------------------------------------------- Applicable Term Loan B 3.0% 2.75% 2.75% 2.75% Index Margin ---------------------------------------------------------------------------------------------- Applicable Term Loan B 4.5% 4.25% 4.25% 4.25% LIBOR Margin ---------------------------------------------------------------------------------------------- Applicable L/C Margin 4.0% 3.75% 3.50% 3.25% ---------------------------------------------------------------------------------------------- All adjustments in the Applicable Margins after June 30, 2003 shall be implemented quarterly on a prospective basis, five for each calendar month commencing at least one (51) Business Days day after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower Representative shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. Failure to timely deliver such Financial Statements for more than three (3) Business Days past the time such Financial Statements are required to be delivered shall, on the fourth Business Day after such Financial Statements are due, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Margins to the highest level set forth in the foregoing grid, until the day the delivery of those Financial Statements demonstrating that such an increase is not required. 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable (provided that computations of interest on Index Rate Loans shall be made by Agent on the basis of a 365 day year for the actual number of days occurring in the period for which such interest is payable). The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Feespresumptively correct, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a6.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to BorrowerBorrower Representative, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“"Default Rate”"), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower Representative shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs Fee in accordance with Section 2.3(d1.3(e) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 250,000 in excess of such amount. Any such election must be made by noon (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “"Notice of Conversion/Continuation”") in the form of Exhibit 2.2(e1.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.2, if a court of competent jurisdiction determines in a final non-appealable order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “"Maximum Lawful Rate”"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e1.5(e) and thereafter shall promptly refund any excess to Borrower Borrowers or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (ai) Each US Borrower shall pay interest with respect to Agent, the US Revolving Credit Advances and Swing Line Loans made to it to US Agent for the ratable benefit of Lenders US Lenders, and (ii) each Netherlands Borrowers shall pay interest with respect to the Netherlands Revolving Advances made to it to Netherlands Agent for the ratable benefit of Netherlands Lenders, in accordance with the various Loans being made by each applicable Lender, in arrears on each applicable Interest Payment Date, at the following rates: (iA) with respect to the US Revolving Loans Credit Advances which are designated as US Index Rate Loans (and for all other non-contingent, interest bearing US Obligations not otherwise set forth below), the US Index Rate plus the Applicable Revolver US Index Margin per annum or, annum; (B) with respect to US Revolving Loans Credit Advances which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (iiC) with respect to such portion of the Term Loans US Revolving Credit Advances which are designated as an Index Rate LoanEURO LIBOR Loans, the applicable EURO LIBOR plus the Applicable EURO LIBOR Margin per annum, (D) with respect to Netherlands Revolving Credit Advances which are designated as EURO LIBOR Loans, the applicable EURO LIBOR plus the Applicable EURO LIBOR Margin per annum plus Mandatory Costs; (E) with respect to the Netherlands Revolving Credit Advances which are designated as Netherlands Base Rate Loans (and for all other noncontingent, interest bearing Netherlands Obligations not otherwise set forth above), the Netherlands Base Rate plus the Applicable Netherlands Base Rate Margin per annum and (F) with respect to US Swing Line Loans, the US Index Rate plus the Applicable Term Loan US Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The As of the Closing Date, the Applicable Margins shall be are as follows: Applicable Revolver US Index Margin 2.75 1.50 % Applicable Revolver LIBOR Margin 3.75 2.50 % Applicable Term Loan Index US L/C Margin 2.75 2.50 % Applicable Term Loan Netherlands Base Rate Margin 2.50 % Applicable Netherlands L/C Margin 2.50 % Applicable EURO LIBOR Margin 3.75 2.50 % 1 Borrower to supply account information. provided; however, the The Applicable Margins, with respect to the Term Loan, Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ RPP USA’s and its Subsidiaries’ consolidated financial performance, commencing with the first day of the first calendar month that occurs more than one (1) day after delivery of RPP USA’s Financial Statements for the Fiscal Quarter ending June 30, 2005. Adjustments in Applicable Margins will be determined by reference to the following grids: . >1. 25x Level I ³ 4.00 to 1.00 3.25 % 4.25 % < 1.00x Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured.III (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. All Obligations for principal of and interest on a Loan in a particular currency shall be payable in such currency. (c) All computations of Fees calculated on a per annum basis and interest shall be made by the Applicable Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The US Index Rate is a and the Netherlands Base Rate are floating rate rates determined for each day. Each determination by the Applicable Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrowers, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a6.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Applicable Agent (or upon the written request of the Requisite US Lenders or Requisite Netherlands Lenders, as applicable) confirmed by written notice from Applicable Agent to BorrowerApplicable Borrower Representative, subject to applicable law, the interest rates applicable to the Loans US Revolving Loan and/or the Netherlands Revolving Loan, as applicable, and the Letter of Credit Fee Fees applicable to the US Letters of Credit and/or the Netherlands Letters of Credit, as applicable, shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (the “Default Rate”), and the all such outstanding principal balance of the Loans non-contingent Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Applicable Borrower Representative shall have the option to (i) request that any US Revolving Credit Advance denominated in Dollars be made as a LIBOR Loan or US Index Rate Loan, request that any US Revolving Credit Advance denominated in Euro be made as a EURO LIBOR Loan or request that any Netherlands Revolving Credit Advance be made as a Netherlands Base Rate Loan or a EURO LIBOR Loan, (ii) request that any US Revolving Credit Advance be made in Euro or Dollars, (iii) convert at any time all or any part of outstanding US Revolving Loans made in Dollars (other than the US Swing Line Loan) from US Index Rate Loans to LIBOR Loans, (iiiiv) convert any LIBOR Loan to an a US Index Rate Loan, subject to payment of the LIBOR Breakage Costs Fee in accordance with Section 2.3(d1.4(e) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, (v) convert any Netherlands Revolving Loan which is a EURO LIBOR Loan to a Netherlands Base Rate Loan, subject to payment of the EURO LIBOR Breakage Fee in accordance with Section 1.4(g) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto or convert any Netherlands Base Rate Loan to a EURO LIBOR Loan, (ivvi) continue all or any portion of any LIBOR Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued LIBOR Loan shall commence on the first day after the last day of the LIBOR Period of the LIBOR Loan to be continued or (vii) continue all or any portion of any EURO LIBOR Loan as a EURO LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued EURO LIBOR Loan shall commence on the first day after the last day of the LIBOR Period of the EURO LIBOR Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan or EURO LIBOR Loan, as applicable, must be in a minimum amount of $1,000,000 2,000,000 and integral multiples of $500,000 1,000,000 in excess of such amountamount in the case of Loans made in Dollars and €2,000,000 and integral multiples of €1,000,000 in excess of such amount in the case of Loans made in Euro. Any such election must be made by noon 1:00 p.m. (Chicago New York time) with respect to the US Revolving Loan and by 11:30 a.m. (London time) with respect to the Netherlands Revolving Loan on the 3rd Business Day prior to in the case of a LIBOR Loan or a EURO LIBOR Loan (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR RateRate or EURO LIBOR, as applicable, (2) the end of each LIBOR Period with respect to any LIBOR Loans or EURO LIBOR Loans, as applicable, to be continued as such, or (3) the date on which US Borrower Representative wishes to convert any US Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by such US Borrower Representative in such election or the date on which Netherlands Borrower Representative wishes to convert any Netherlands Revolving Loan which is a Netherlands Base Rate Loan to a EURO LIBOR Loan for a LIBOR Period designated by such Netherlands Borrower Representative in such election. If no election is received with respect to a an existing LIBOR Loan by noon 1:00 p.m. (Chicago New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an a US Index Rate Loan at the end of its LIBOR Period. Borrower must make such If no election is received with respect to an existing EURO LIBOR Loan by notice 1:00 p.m. (New York time) with respect to Agent US Revolving Loans and 11:30 a.m. (London time) with respect to the Netherlands Revolving Loan, in writingeach case, by fax or overnight courier (or by telephoneon the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, to be promptly confirmed that EURO LIBOR Loan shall be, in writing)the case of a EURO LIBOR Loan of a Netherlands Borrower, converted into a Netherlands Base Rate Loan and, in the case of a EURO LIBOR Loan of a US Borrower, continued as a EURO LIBOR Loan with a one month EURO LIBOR Period. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e1.3(e). No Loan shall be made, converted into or continued as a LIBOR Loan, Loan if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. No Loan may be made as or converted into a LIBOR Loan or EURO LIBOR Loan (in each case, except pursuant to a LIBOR Period of one-week) until the earlier of (i) 45 days after the Closing Date or (ii) completion of “Primary Syndication” (as such term is defined in the GE Capital Fee Letter). (f) Notwithstanding anything to the contrary set forth in this Section 2.21.3, if a court of competent jurisdiction determines in a final order that the any rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the such rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the such rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, Applicable Agent is equal to the total interest that would have been received had the such interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, such interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.3(a) through (e), unless and until the any rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.3(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Applicable Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower US Borrowers or Netherlands Borrowers, as the case may be, (unless an Event of Default is continuing, in which case such excess amount may be applied to the Obligations) or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) U.S. Borrower shall pay interest to Administrative Agent, for the ratable benefit of Lenders with respect to the various Loans being made by each LenderLender to U.S. Borrower, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the U.S. Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Dollar Index Rate plus the Applicable Revolver Dollar Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of U.S. Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Swing Line Loan, the Dollar Index Rate plus the Applicable Term Loan Dollar Index Margin per annum. (b) European Borrowers shall pay interest to Fronting Lender with respect to the Loans being made by Fronting Lender to European Borrowers, in Euros in arrears on each applicable Interest Payment Date, at the Euro Index Rate plus the Applicable Euro Index Margin per annum or, with respect to such portion or at the election of the Term Loans designated as a LIBOR LoanEuropean Borrowers, the applicable LIBOR Euribor Rate plus the Applicable Term Loan LIBOR Euribor Margin per annum. The Applicable Margins shall be are as follows: Applicable Revolver LIBOR Margin 3.00% Applicable Euro Index Margin 2.75 4.00% Applicable Revolver LIBOR Euribor Margin 3.75 2.50% Applicable Term Loan Index Unused Line Fee Margin 2.75 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured.0.50% (bc) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period and Euribor Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (cd) All computations of Fees calculated on a per annum basis and interest shall be made by the Administrative Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by the Administrative Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Feespresumed to be correct, absent manifest error. (de) So long as an Event of Default has occurred and is continuing under Section 8.1(a)8.1 (a) , (fh) or (gi) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Administrative Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Administrative Agent to Borrowereach Borrower Representative, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder (“" Default Rate”Rate "), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (ef) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, U.S. Borrower shall have the option to (i) request that any U.S. Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding U.S. Revolving Loans (other than the Swing Line Loan) from Dollar Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an a Dollar Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13 (b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any U.S. Revolving Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first (1 st ) day after the last day of the LIBOR Period of the Loan to be continuedcontinued provided that, in the case of clauses (i), (ii) and (iv) any such request or conversion shall be subject to the conditions precedent set forth in Section 2.2 . Any Loan or group of U.S. Revolving Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 3,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon 11:00 a.m. (Chicago New York time) on the 3rd third (3 rd ) Business Day prior to (1) the date of any proposed U.S. Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which U.S. Borrower wishes to convert any Dollar Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by U.S. Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 11:00 a.m. (Chicago New York time) on the 3rd third (3 rd ) Business Day prior to the end of the LIBOR Period with respect theretothereto (or if a Default or an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an a Dollar Index Rate Loan at the end of its LIBOR Period. U.S. Borrower must make such election by notice to Administrative Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “" Notice of U.S. Conversion/Continuation”Continuation ") in the form of Exhibit 2.2(e). No 1.5(f) . (g) European Borrower Representative shall have the option to (i) request that any European Revolving Credit Advance be made as a Euribor Loan, (ii) convert at any time all or any part of outstanding European Revolving Loans from Euro Index Rate Loans to Euribor Loans, (iii) convert any Euribor Loan to Euro Index Rate Loan, subject to payment of Euribor breakage costs in accordance with Section 1.13 (b) if such conversion is made prior to the expiration of the Euribor Period applicable thereto, or (iv) continue all or any portion of any European Revolving Loan as a Euribor Loan upon the expiration of the applicable Euribor Period and the succeeding Euribor Period of that continued Loan shall commence on the first (1 st ) day after the last day of the Euribor Period of the Loan to be madecontinued provided that, converted into in the case of clauses (i), (ii) and (iv) any such request or conversion shall be subject to the conditions precedent set forth in Section 2.2 . Any Loan or group of Loans having the same proposed Euribor Period to be made or continued as, or converted into, a Euribor Loan must be in a minimum amount of EUR 3,000,000 and integral multiples of EUR 500,000 in excess of such amount. Any such election must be made by 11:00 a.m. (Munich time) on the third (3 rd ) Business Day prior to (1) the date of any proposed European Revolving Credit Advance which is to bear interest at the Euribor Rate, (2) the end of each Euribor Period with respect to any Euribor Loans to be continued as such, or (3) the date on which European Borrower Representative wishes to convert any Euro Index Rate Loan to a LIBOR Loan, Euribor Loan for a Euribor Period designated by European Borrower Representative in such election. If no election is received with respect to a Euribor Loan by 11:00 a.m. (Munich time) on the third (3 rd ) Business Day prior to the end of the Euribor Period with respect thereto (or if a Default or an Event of Default has occurred and is continuing and Agent or Requisite Lenders if the additional conditions precedent set forth in Section 2.2 shall not have determined not been satisfied), that Euribor Loan shall be converted to a Euro Index Rate Loan at the end of its Euribor Period. European Borrower Representative must make such election by notice to Fronting Lender in writing, by telecopy or continue overnight courier. In the case of any Loan as conversion or continuation, such election must be made pursuant to a LIBOR Loan as written notice (a result thereof" Notice of European Conversion/Continuation ") in the form of Exhibit 1.5(g) . (fh) Notwithstanding anything to the contrary set forth in this Section 2.21.5 , if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “"Maximum Lawful Rate”Rate "), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; providedprovided , howeverhowever , that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Administrative Agent, on behalf of LendersLenders and the Fronting Lender, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.5(a) through (e)g) , unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.5 (h), a court of competent jurisdiction shall finally determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Administrative Agent or Fronting Lender, as applicable shall, to the extent permitted by applicable law, promptly apply such excess as in the order specified in Section 2.5(e) 1.11 and thereafter shall refund any excess to Borrower Borrowers or as such a court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of BorrowerBorrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to such portion of the Term Loans designated as an Index Rate LoanLoan A, the Index Rate plus the Applicable Term Loan A Index Margin per annum or, with respect to such portion at the election of the Term Loans designated as a LIBOR LoanBorrower Representative, the applicable LIBOR Rate plus the Applicable Term Loan A LIBOR Margin per annum; (iii) with respect to Term Loan B, the Index Rate plus the Applicable Term Loan B Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Term Loan B LIBOR Margin per annum; and (iv) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. The Commencing on the Third Amendment Effective Date (hereinafter defined), the Applicable Margins shall be as follows: Applicable Revolver Index Margin 2.75 3.50% Applicable Revolver LIBOR Margin 3.75 4.75% Applicable Term Loan A Index Margin 2.75 3.50% Applicable Term Loan A LIBOR Margin 3.75 4.75% 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Loan B Index Margin 4.00% Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 Term Loan B LIBOR Margin 5.25% 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Unused Line Fee shall be increased by two percentage points (2Margin 0.50%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”), and the outstanding principal balance of the Loans shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders Lenders, in accordance with respect to the various Loans being made by each Lender (or in the case of the Swing Line Loan, for the benefit of the Swing Line Lender), in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans Credit Advances which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans Credit Advances which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to such portion of the Term Loans Loan designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion of the Term Loans Loan designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum; and (iii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. The As of the Closing Date, the Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 1.00 % Applicable Revolver LIBOR Margin 3.75 2.00 % Applicable Term Loan Index Margin 2.75 1.00 % Applicable Term Loan LIBOR Margin 3.75 2.00 % 1 Borrower to supply account information. provided; however, the The Applicable Margins, with respect to the Term Loan, Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance, commencing with the first day of the first calendar month that occurs more than one (1) day after delivery of Borrower’s quarterly Financial Statements to Agent for the Fiscal Quarter ending June 30, 2005. Adjustments in Applicable Margins will be determined by reference to the following grids: < 1.75 Level I ³ 4.00 to 1.00 3.25 % 4.25 % > 1.75 Level II ³ 2.50 to 1.00, and < 4.00 to Applicable Revolver Index Margin 0.75 % 1.00 2.75 % 3.75 Applicable Revolver LIBOR Margin 1.75 % Level III < 2.50 to 2.00 % Applicable Term Loan Index Margin 0.75 % 1.00 2.25 % 3.25 Applicable Term Loan LIBOR Margin 1.75 % 2.00 % All adjustments in the Applicable Margins after June 30, 2005 shall be implemented quarterly on a prospective basis, five for each calendar quarter commencing at least one (51) Business Days day after the date of delivery to Lenders Agent of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officerofficer or other officer acceptable to Agent, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. Failure to timely deliver such Financial Statements shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Margins to the highest level set forth in the foregoing grid, until the first day following the delivery of those Financial Statements demonstrating that such an increase is not required. 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, other than computations of interest based on the Index Rate, which shall be made by Agent on the basis of a 365/6-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrower, absent manifest error. (d) So long as (i) an Event of Default has occurred and is continuing under Section 8.1(a6.1(a), (f) or (g) and without notice of any kind, or so long as (ii) any other Event of Default that resulted from a breach of a covenant contained in Section 4 has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) Lenders confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from either (A) in the case of Events of Default described in clause (i) above the date of the Event of Default or (B) in the case of an Event of Default described in clause (ii) above, the date such Lenders make the election referred to in the first sentence or, at the option of the Requisite Lenders, the latest of (i) the initial date of such Event of Default Default, (ii) the date thirty (30) days prior to the date of election by the Requisite Lenders or (iii) the last day of the most recently ended Fiscal Quarter of Holdings and shall continue until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs Fee in accordance with Section 2.3(d1.3(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 5,000,000 and integral multiples of $500,000 100,000 in excess of such amount. Any such election must be made by noon 1:00 p.m. (Chicago New York time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 1:00 p.m. (Chicago New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier or based on telephonic instructions of Borrower (or by telephone, to which instructions shall be promptly confirmed in writingwriting by Borrower). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e1.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. No Loan may be made as or converted into a LIBOR Loan until the earlier of (i) 45 days after the Closing Date or (ii) completion of primary syndication as determined by Agent (the “Syndication Period”). Notwithstanding the foregoing, at any time prior to the end of the Syndication Period, Borrower shall have the option to request in accordance with this Section 1.2(e) that any Revolving Credit Advance or any Term Loan be made or continued as a LIBOR Loan having a 14 day or one month LIBOR Period (but not a two, three or six month LIBOR Period); provided that only two (2) such LIBOR Periods may exist at any time for all Revolving Credit Advances and only two (2) such LIBOR Periods may exist at any time for the Term Loan. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e1.5(d) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect , based on the aggregate Revolving Credit Advances outstanding from time to such portion of the Term Loans designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annumtime. The Applicable Margins shall be as follows: Applicable Revolver Index Margin 2.75 % Margin, Applicable Revolver LIBOR Margin 3.75 % and Applicable Term Loan Index Unused Line Fee Margin 2.75 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.001.0%, 2.75%, and < 4.00 to 1.00 2.75 0.5% 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basisper annum, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or curedrespectively. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a three hundred and sixty (360-) day year, in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate shall be determined for each day based upon the Index Rate as in effect each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Feesconclusive, absent manifest error. (d) So long as an Event of Default has shall have occurred and is be continuing under Section 8.1(a), (fh) or (g) and without notice of any kindi), or so long as any other Event of Default has shall have occurred and is be continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points percent (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“"Default Rate”"), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After So long as no Default or Event of Default shall have occurred and be continuing, and subject to the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facilityadditional conditions precedent set forth in Section 2.2, Borrower shall have the option to (i) request that any Revolving Credit Advance Advances be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 100,000 in excess of such amount. Any such election must be made by noon 11:00 a.m. (Chicago New York time) on the 3rd third (3rd) Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 11:00 a.m. (Chicago New York time) on the 3rd third (3rd) Business Day prior to the end of the LIBOR Period with respect theretothereto (or if a Default or an Event of Default shall have occurred and be continuing or the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “"Notice of Conversion/Continuation”") in the form of Exhibit 2.2(e1.5(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “"Maximum Lawful Rate”"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that which would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.5(a) through (e)) above, unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that which such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.5(f), a court of competent jurisdiction shall finally determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as in the order specified in Section 2.5(e) 1.11 and thereafter shall refund any excess to Borrower or as such a court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Each Borrower shall pay interest to AgentAdministrative Agent on the aggregate outstanding principal amount of the Loans made to such Borrower, for the ratable benefit of the applicable Lenders in accordance with respect to the various Loans being made by each Lendersuch Lenders, in arrears on each applicable Interest Payment Date, at the following rates: : (i) with respect to the Revolving Loans which are Credit Advances designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Loans, the applicable Index Rate plus the Applicable Revolver Index Margin per annum or, annum; (ii) with respect to the Revolving Loans which are Credit Advances designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and ; (iiiii) with respect to such portion of the Term Loans Revolving Credit Advances designated as an EURIBOR Loans, the applicable EURIBOR Rate plus the Applicable EURIBOR Margin per annum; (iv) with respect to the Revolving Credit Advances designated as BA Rate Loans, the applicable BA Rate plus the Applicable BA Rate Margin per annum; (v) with respect to the U.S. Term Loan designated as Index Rate LoanLoans, the applicable Index Rate plus the Applicable U.S. Term Loan Index Margin per annum or, annum; (vi) with respect to such portion of the U.S. Term Loans Loan designated as a LIBOR Loans, the applicable LIBOR Rate plus the Applicable U.S. Term Loan LIBOR Margin per annum; (vii) with respect to the Euro Term Loan, the applicable EURIBOR Rate plus the Applicable Euro Term Loan EURIBOR Margin per annum; (viii) with respect to the Sterling Term Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum; (ix) with respect to the U.S. Dollars Swing Line Loan, the applicable Index Rate plus the Applicable Index Margin per annum; (x) with respect to the Canadian Dollars Swing Line Loan, the applicable Index Rate plus the Applicable Index Margin per annum; (xi) with respect to the Euro Swing Line Loan, the EURIBOR Rate plus the Applicable EURIBOR Margin per annum; and (xii) with respect to the Sterling Swing Line Loan, the applicable LIBOR Rate plus the Applicable LIBOR Margin per annum. The plus, in each case where applicable, Mandatory Costs as defined and described in Section 11.19. As of the Closing Date, the Applicable Margins shall be are as follows: Applicable Revolver Index Margin 1.75 % Applicable LIBOR Margin 2.75 % Applicable Revolver LIBOR EURIBOR Margin 3.75 2.75 % Applicable U.S. Term Loan Index Margin 2.75 1.50 % Applicable U.S. Term Loan LIBOR Margin 3.75 2.50 % 1 Borrower Applicable Euro Term Loan EURIBOR Margin 2.50 % Applicable BA Rate Margin 2.75 % Applicable L/C Margin 2.75 % Applicable Unused Line Fee Margin 0.50 % less than 3.0:1.0 but greater than 2.0:1.0 Level I less than or equal to supply account information. provided; however, 2.0:1.0 Level II LEVEL I LEVEL II Applicable Index Margin 1.50 % 1.25 % Applicable LIBOR Margin 2.50 % 2.25 % Applicable EURIBOR Margin 2.50 % 2.25 % LEVEL I LEVEL II Applicable BA Rate Margin 2.50 % 2.25 % Applicable L/C Margin 2.50 % 2.25 % Adjustments in the Applicable MarginsMargins from those in effect on the Closing Date shall commence with the Financial Statements and Compliance Certificate delivered in connection with the Fiscal Quarter ending June 30, with respect 2007. The Total Leverage Ratio used to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in compute the Applicable Margins shall be implemented quarterly on the Total Leverage Ratio set forth in the most recently delivered Compliance Certificate. Changes in the Applicable Margin shall become effective upon receipt of the Compliance Certificate and Financial Statements. Failure to deliver a prospective basis, five (5) Business Days Compliance Certificate and Financial Statements no later than 30 days after the date of delivery such Compliance Certificate and Financial Statement are required to Lenders of the quarterly unaudited Financial Statements evidencing the need be delivered hereunder, shall, in addition to any other remedy provided for in this Agreement, result in an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. If any Default or an Event of Default has occurred and is continuing at the time any reduction increase in the Applicable Margins is to be implementedthe highest level set forth in the foregoing grid, that reduction shall be deferred until the first day date of the first calendar month following the date on which all Defaults or Events delivery of Default are waived or cureda Compliance Certificate and Financial Statements demonstrating that such an increase is not required. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Administrative Agent on the basis of a 360-day yearyear (365-366 days in the case of interest on an Index Rate Loan), in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Administrative Agent of an interest rate rates and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event After the date any principal amount of Default has occurred any Loan is due and is continuing under Section 8.1(apayable (whether on the maturity date therefor, upon acceleration or otherwise), (f) or (g) and without notice of any kind, or so long as after any other Event monetary Obligation of Default has occurred Borrowers shall have become due and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrowerpayable, the interest rates applicable Borrowers shall pay, but only to the Loans and the Letter of Credit Fee shall be increased extent permitted by two percentage points law, interest (2%after as well as before judgment) on such amounts at a rate per annum above equal to (a) in the rates case of interest or overdue principal on any Loan, the rate of interest that otherwise would be applicable to such Fee otherwise applicable hereunder Loan plus 2% per annum; and (b) in the case of overdue interest, fees, and other monetary Obligations, the Index Rate plus 2% per annum (the “Default Rate”), and the outstanding principal balance of the Loans shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, Such amounts shall be payable on the next regularly scheduled payment date set forth herein for such Obligationdemand. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower Borrowers shall have the option to to (i) request that any U.S. Revolving Credit Advance be made as a LIBOR Loan or Index Rate Loan, and request that any Canadian Revolving Credit Advance be made as a BA Rate Loan or Index Rate Loan; (ii) convert at any time all or any part of outstanding Loans (other than the U.S. Dollars Swing Line Loan) denominated in U.S. Dollars from Index Rate Loans to LIBOR Loans, ; (iii) convert at any LIBOR Loan to an time all or any part of outstanding Loans (other than the Canadian Dollars Swing Line Loan) denominated in Canadian Dollars from Index Rate Loan, Loans to BA Loans; (iv) convert at any time all or any part of outstanding Loans denominated in U.S. Dollars from LIBOR Loans to Index Rate Loans subject to payment of the LIBOR Breakage Costs breakage costs (if any) in accordance with Section 2.3(d1.10(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, ; (v) convert at any time all or any part of outstanding Loans denominated in Canadian Dollars from BA Rate Loans to Index Rate Loans subject to payment of BA Rate breakage costs (ivif any) in accordance with Section 1.10(d) if such conversion is made prior to the expiration of the BA Rate Period applicable thereto; (vi) continue all or any portion of any LIBOR Loan as a LIBOR Loan in the same currency upon the expiration of the applicable LIBOR Period Period, and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued, (vii) continue all or any portion of any EURIBOR Loan as a EURIBOR Loan upon the expiration of the applicable EURIBOR Period, and the succeeding EURIBOR Period of that continued Loan shall commence on the first day after the last day of the EURIBOR Period of the Loan to be continued, or (viii) continue all or any portion of any BA Rate Loan as a BA Rate Loan upon the expiration of the applicable BA Rate Period, and the succeeding BA Rate Period of that continued Loan shall commence on the first day after the last day of the BA Rate Period of the Loan to be continued. Any Loan or group of Loans in the same currency that are Index Rate Loans or Loans having the same proposed LIBOR Period, BA Rate Period or EURIBOR Period, as the case may be, to be made or continued as, or converted into, a LIBOR Loan, BA Rate Loan or EURIBOR Loan, as the case may be, must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess thereof in the case of Loans made in U.S. Dollars, C$250,000 and integral multiples of C$100,000 in excess of such amountamount in the case of Loans made in Canadian Dollars, €500,000 and integral multiples of €250,000 in excess of such amount in the case of Loans made in Euro, and £500,000 and integral multiples of £250,000 in excess of such amount in the case of Loans made in Sterling. Any such election must be made by noon 2:00 p.m. (Chicago New York time) on the 3rd third Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, BA Rate or EURIBOR Rate, as the case may be, (2) the end of each LIBOR Period, BA Rate Period or EURIBOR Period, as the case may be with respect to any LIBOR Loans, BA Rate Loans or EURIBOR Loans, as the case may be to be continued as such, or (3) the date on which the applicable Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such electionor BA Rate Loan. If no election is received with respect to a LIBOR Loan, BA Rate Loan or EURIBOR Loan by noon 2:00 p.m. (Chicago New York time) on the 3rd third Business Day prior to the end of the LIBOR Period, BA Rate Period or EURIBOR Period, as the case may be with respect theretothereto (or if an Event of Default has occurred and is continuing), then (w) if such LIBOR Loan is denominated in U.S. Dollars, that LIBOR Loan shall be continued for a LIBOR Period of one month, provided however that if an Event of Default has occurred and is continuing, that LIBOR Loan shall be converted to an Index Rate Loan denominated in U.S. Dollars at the end of its LIBOR Period, (x) if such LIBOR Loan is denominated in Sterling, that LIBOR Loan shall be continued for a LIBOR Period of one month, (y) if such EURIBOR Loan is denominated in Euro, that EURIBOR Loan shall be continued for a EURIBOR Period of one month, and (z) such BA Rate Loan shall be continued for a BA Rate Period of one month, provided however that if an Event of Default has occurred and is continuing, such BA Rate Loan shall be converted to an Index Rate Loan denominated in Canadian Dollars at the end of its BA Rate Period. Except as provided in Section 1.1(d)(i), the applicable Borrower must make such election by notice to Administrative Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e1.5(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final non-appealable order that the rate of interest payable hereunder by a Credit Party which is not a Canadian Credit Party exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, the applicable Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. . (g) If any provision of this Agreement or of any of the Maximum Lawful Rate is calculated pursuant other Loan Documents would obligate any Canadian Credit Party to this paragraph, such make any payment of interest shall be or other amount payable to any Agent or any Lender in an amount or calculated at a daily rate which would be prohibited by law or would result in a receipt by such Agent or such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by such Agent or such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Agent or such Lender under this Section 1.5, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Agent or such Lender which would constitute “interest” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if an Agent or Lender shall have received an amount in excess of the maximum permitted by that Section of the Criminal Code (Canada), Canadian Borrower shall be entitled, by notice in writing to such Agent or such Lender, to obtain reimbursement, on behalf of the applicable Canadian Credit Parties, from such Agent or such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Agent or such Lender to Canadian Borrower. Any amount or rate of interest referred to in this Section 1.5(g) shall be determined in accordance with generally accepted accounting principles applicable in Canada as an effective annual rate of interest over the Maximum Lawful Rate divided term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Commitment Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Administrative Agent shall be conclusive for the purposes of such determination. (h) For purposes of disclosure pursuant to the Interest Act (Canada) and in respect of any Canadian Credit Party, the annual rates of interest or fees to which the rates of interest or fees provided in this Agreement and the other Loan Documents (and stated herein or therein, as applicable, to be computed on the basis of a 360 day year or any other period of time less than a calendar year) are equivalent to the rates so determined multiplied by the actual number of days in the applicable calendar year and divided by 360 or such other period of time, respectively. (i) If any Credit Party incorporated under the laws of the Kingdom of Spain fails to pay any amount payable by it under this Agreement or any other Loan Document, it shall pay penalty interest in which such calculation is made. If, notwithstanding respect of the provisions sums due and unpaid in accordance with Article 316 of the Spanish Commercial Code (Codigó de Comercio) accrued at the applicable rate calculated in accordance with this Section 2.2(f), 1.5. This penalty interest due and not paid shall capitalize on a court monthly basis for the purposes of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess Articles 316 et. seq. of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise orderSpanish Commercial Code.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders with respect Subject to the various Loans made by each Lenderterms and conditions of this Agreement, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to advances under the Revolving Loans which are designated as Index Loan may be divided into Base Rate Loans (and for all other Obligations not otherwise set forth below), the Index or LIBOR Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, or a combination thereof, selected by the Borrower Representative in accordance with SUBSECTIONS 2.5(e) and 2.5(f); PROVIDED that the Revolving Loan shall not have more than three (3) Interest Periods outstanding at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to such portion of the Term Loans designated any one time. So long as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The Applicable Margins shall be as follows: Applicable Revolver Index Margin 2.75 % Applicable Revolver LIBOR Margin 3.75 % Applicable Term Loan Index Margin 2.75 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. If any Default or an no Event of Default has occurred and is continuing continuing, the Borrower shall pay to the Agent, for the benefit of the Lenders, interest on the outstanding principal balance of the Revolving Loan at the time any reduction Base Rate or the LIBOR Rate, as applicable, in accordance with SECTION 2.14. The Swingline Loan shall bear interest at the Applicable Margins is to be implemented, that reduction Base Rate and shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or curedpayable as provided in SECTION 2.14. (b) If any payment on any Loan becomes due Interest and payable all fees (other than prepayment fees) shall be computed (on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Perioddaily basis) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case year for the actual number of days occurring in elapsed. In computing interest on the period for Revolving Loan, the date of funding an advance under the Revolving Loan or the first day of an Interest Period applicable to an advance under the Revolving Loan or, with respect to a Base Rate Loan being converted from a LIBOR Rate Loan, the date of conversion of such LIBOR Rate Loan to such Base Rate Loan, shall be included and the date of payment of the Revolving Loan or the expiration date of an Interest Period applicable to the Revolving Loan or, with respect to a Base Rate Loan being converted to a LIBOR Rate Loan, the date of conversion of such Base Rate Loan to such LIBOR Rate Loan, shall be excluded; PROVIDED that if an advance under the Revolving Loan is repaid on the same day on which it is made, one day's interest shall be paid on such Fees and interest are payable. The Index Rate is a floating rate determined for each dayadvance. Each determination by the Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates conclusive and Feesbinding for all purposes, absent manifest error. (dc) So long as an Event of Default has shall have occurred and is continuing under Section 8.1(a)be continuing, (f) or (g) and without notice the Borrowers shall pay to the Lenders interest from the date of any kind, or so long as any other such Event of Default has to and including the date of cure of such Event of Default on the Obligations at the Default Rate applicable to such Obligations; PROVIDED that in the case of LIBOR Rate Loans, upon the expiration of the Interest Period in effect at the time any Event of Default shall have occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrowerbe continuing, the interest rates applicable to the such LIBOR Rate Loans shall automatically become Base Rate Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”), and the outstanding principal balance of the Loans shall thereafter bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Base Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such ObligationLoans. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that Interest shall be due at the Base Rate, the LIBOR Rate or the Default Rate, as provided herein, after as well as before demand, default and judgment notwithstanding any Revolving Credit Advance be made as a LIBOR Loanjudgment rate of interest provided for in any statute. If any interest payment or other charge or fee payable hereunder exceeds the maximum amount then permitted by applicable law, then to the extent permitted by law and subject to the provisions of subparagraph (ii) convert at any of this SUBSECTION 2.5(d), the Borrowers shall be obligated to pay the maximum amount then permitted by applicable law and the Borrowers shall continue to pay the maximum amount from time to time permitted by applicable law until all or any part such interest payments and other charges and fees otherwise due hereunder (in the absence of outstanding Loans from Index Rate Loans to LIBOR Loans, such restraint imposed by applicable law) have been paid in full. (iiiii) convert any LIBOR Loan to an Index Rate Loan, subject to payment It is the intention of the LIBOR Breakage Costs in accordance Agent, the Lenders and the Borrowers to comply with Section 2.3(d) if such conversion is made prior the laws of the State of Illinois, and notwithstanding any provision to the expiration of contrary contained herein or in the LIBOR Period applicable theretoother Financing Agreements, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period Borrowers shall not be required to pay and the succeeding LIBOR Period of that continued Loan Lenders shall commence on the first day after the last day of the LIBOR Period of the Loan not be permitted to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum collect any amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made the maximum amount of interest permitted by noon law (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election"Excess Interest"). If no election any Excess Interest is received with respect provided for or determined to a LIBOR Loan have been provided for by noon (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.2, if a court of competent jurisdiction determines in a final order that this Agreement or in any of the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”)other Financing Agreements, then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until in such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been event: (but for the operation of this paragraphA) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction SUBSECTION 2.5(d)(ii) shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) govern and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.control;

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders Lenders, with respect to the various Loans (other than Letter of Credit Obligations) made by each Lender (or in the case of the Swing Line Loan, for the benefit of the Swing Line Lender or, in the case of the Alternative Currency Swing Line Loan, for the benefit of the Alternative Currency Swing Line Lender), in arrears on each applicable Interest Payment Date, at the following rates: rates with respect to (i) with respect to the Revolving Loans which Credit Advances that are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Loans, the Index Rate plus the Applicable Revolver Index Margin per annum orannum, with respect to (ii) Revolving Loans which Credit Advances that are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and , (iiiii) with respect to such portion of the Term Loans designated as an Index Rate Swing Line Loan, the Index Rate plus the Applicable Term Loan Revolver Index Margin per annum orannum, with respect to such portion (iv) Alternative Currency Revolving Credit Advances that are LIBOR Loans, at the election of Borrower, the applicable Alternative Currency LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, (v) Alternative Currency Swing Line Loan, the Alternative Currency Index Rate plus the Applicable Alternative Currency Revolver Index Margin per annum, and (vi) the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The As of the Seventh Amendment Effective Date, the Applicable Margins shall be with respect to Revolving Credit Advances, Alternative Currency Revolving Credit Advances and Letter of Credit Obligations are as follows: Applicable Revolver Index Margin 2.75 1.75 % Applicable Alternative Currency Revolver Index Margin 3.00 % Applicable Revolver LIBOR Margin 3.75 3.00 % Applicable L/C Margin 3.00 % The Applicable Term Loan Index Margin 2.75 shall in all events equal the greater of (I) 4.75% and (II) 1.75% in excess of the then Applicable Term Loan Revolver LIBOR Margin 3.75 % 1 Borrower to supply account informationMargin. provided; however, the The Applicable Margins, with respect to the Term Loan, Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance, commencing with the first day of the first calendar month that occurs more than one (1) day after delivery of Holdings’ quarterly Financial Statements to Lenders for the Fiscal Quarter ending June 30, 2005. Adjustments in Applicable Margins with respect to Revolving Credit Advances, Alternative Currency Revolving Credit Advances and Letter of Credit Obligations will be determined by reference to the following gridsgrid: <0.7 Level I ³ 4.00 to 1.00 3.25 % 4.25 % <1.0, but > 0.7 Level II ³ <1.6, but > 1.0 Level III >1.6 Xxxxx XX Applicable Revolver Index Margin 1.00 % 1.25 % 1.50 % 1.75 % Applicable Alternative Currency Revolver Index Margin 2.25 % 2.50 to 1.00, and < 4.00 to 1.00 % 2.75 % 3.75 3.00 % Level III < 2.50 to 1.00 Applicable Revolver LIBOR Margin 2.25 % 3.25 2.50 % 2.75 % 3.00 % Applicable L/C Margin 2.25 % 2.50 % 2.75 % 3.00 % All adjustments in the Applicable Margins after June 30, 2005 shall be implemented quarterly on a prospective basis, five for each calendar month commencing at least one (51) Business Days day after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those quarterly unaudited Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. Failure to timely deliver such Financial Statements shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Margins to the highest level set forth in the foregoing grid, until the first day of the first calendar month following the delivery of those Financial Statements demonstrating that such an increase is not required. If 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a and the Alternative Currency Index Rate are each floating rate rates determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrower, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a7.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee and Unused Line Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”), and the all other outstanding principal balance of the Loans Obligations which are past due shall bear interest at the Default then applicable Index Rate applicable to such Obligationsother Obligations plus the Default Rate. Interest Interest, Unused Line Fees and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance or Alternative Currency Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan (other than an Alternative Currency Revolving Credit Advance or the Term Loan) to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(d1.3(e) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of , provided, however, Loans having that bear interest by reference to the same proposed Alternative Currency LIBOR Period to Rate and the Alternative Currency Index Rate may not be made converted or continued as, as Loans that bear interest by reference to the LIBOR Rate or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amountthe Index Rate. Any such election must be made by noon 1:00 p.m. (Chicago New York time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which or Alternative Currency Revolving Credit Advance that is to bear interest at the LIBOR Rate or the Alternative Currency LIBOR Rate, as applicable, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 1:00 p.m. (Chicago New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan (other than an Alternative Currency Revolving Credit Advance) shall be converted to an Index Rate Loan at the end of its LIBOR Period. With respect to any Loan consisting of an Alternative Currency Revolving Credit Advance, if no election is received with respect to a LIBOR Loan by 1:00 p.m. (New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate continued as a LIBOR Loan at for the end of its same LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e1.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e1.5(d) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) The Borrower shall pay interest to Agent, for the ratable benefit (subject to Section 9.9(c)) of Lenders in accordance with respect to the various Loans Revolving Loan Advances being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin per annum annum, or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of the Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 % Applicable Revolver LIBOR Margin 3.75 % Applicable Term Loan Index Margin 2.75 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured.: (b) If any payment on any the Revolving Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year (or, in connection with the calculation of interest in respect of Index Rate Loans, a 365 or 366-day year, as applicable), in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) Lenders to Agent, confirmed by written notice from Agent to the Borrower, and without further notice, motion or application to, hearing before, or order from the Bankruptcy Court, the interest rates applicable to the Loans and the Letter of Credit Fee Revolving Loan Advances shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder (the “Default Rate”), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After Subject to the earlier of sixty days following conditions precedent set forth in Section 2.2, the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Loan Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.,

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of BorrowerBorrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Swing Line Loan, the Index Rate plus the Applicable Term Loan Revolver Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 6.00% Applicable Revolver LIBOR Margin 3.75 6.00% Applicable Term Loan Index L/C Margin 2.75 6.00% Applicable Term Loan LIBOR Unused Line Fee Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured.% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year (except that Loans that bear interest based on the Index Rate shall be calculated on the basis of a 365-day year), in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (f) with respect to any payment of principal or (g) and without notice of any kindinterest, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to BorrowerBorrower Representative, to the fullest extent permitted by applicable law, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points (22.00%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder unless Agent or Requisite Lenders elect to impose a smaller increase (the “Default Rate”), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived (or such notice is rescinded) and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation.. LEGAL_US_E # 82813718.8 (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower Representative shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, Loan subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period Period, and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 100,000 in excess of such amount. Any such election must be made by noon (Chicago New York time) on the 3rd third Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago New York time) on the 3rd third Business Day prior to the end of the LIBOR Period with respect theretothereto (or if a Default or an Event of Default has occurred and is continuing), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Any election to convert any LIBOR Loan or portion thereof into an Index Rate Loan must be made by noon (New York time) on the day of the proposed conversion. Borrower Representative must make all such election elections by notice to Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.2(e1.5(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything herein to the contrary set forth in this Section 2.2contrary, if a court of competent jurisdiction determines in a final order that at any time the interest rate of applicable to any Loan, together with all fees, charges and other amounts which are treated as interest payable hereunder exceeds on such Loan under applicable law (collectively the highest “Interest Charges”), shall exceed the maximum lawful rate of interest permissible under law (the “Maximum Lawful Rate”)) which may be contracted for, then so long as charged, taken, received or intentionally omitted by the Maximum Lawful Rate would be so exceededLender holding such Loan in accordance with applicable law, the rate of interest payable hereunder in respect of such Loan hereunder, together with all Interest Charges payable in respect thereof, shall be equal limited to the Maximum Lawful Rate; providedRate and, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total extent lawful, the interest and Interest Charges that would have been received had the interest rate payable hereunder been (in respect of such Loan but for were not payable as a result of the operation of this paragraph) Section shall be cumulated and the interest rate and Interest Charges payable since the Closing Date as otherwise provided to such Lender in this Agreement. Thereafter, interest hereunder respect of other Loans or periods shall be paid increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the rate(s) Federal Funds Rate to the date of interest and in the manner provided in Sections 2.2(a) through (e)repayment, unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest have been received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise orderLender.

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin Rate, PLUS two and one-half percent (2.5%) per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of BorrowerBorrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin Rate, PLUS three and one-half percent (3.5%) per annum; and (ii) with respect , in each case, based on the aggregate Revolving Credit Advances outstanding from time to such portion of the Term Loans designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The Applicable Margins shall be as follows: Applicable Revolver Index Margin 2.75 % Applicable Revolver LIBOR Margin 3.75 % Applicable Term Loan Index Margin 2.75 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or curedtime. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case year for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrowers, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section SECTION 8.1(a), (fh) or OR (gi) and without notice of any kind, or so long as any other Default or Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to BorrowerBorrower Representative, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder (“Default Rate”"DEFAULT RATE"), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Default or Event of Default until that Default or Event of Default is cured or waived in writing and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After Subject to the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facilityconditions precedent set forth in SECTION 2.2, Borrower Representative shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d) SECTION 1.13(b), if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 250,000 and integral multiples of $500,000 250,000 in excess of such amount. Any such election must be made by noon 11:00 a.m. (Chicago New York time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by noon 11:00 a.m. (Chicago New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect theretothereto (or if a Default or an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in SECTION 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion"NOTICE OF CONVERSION/Continuation”CONTINUATION") in the form of Exhibit 2.2(eEXHIBIT 1.5(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.2SECTION 1.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”"MAXIMUM LAWFUL RATE"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; providedPROVIDED, howeverHOWEVER, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(aSECTIONS 1.5(a) through THROUGH (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(fSECTION 1.5(f), a court of competent jurisdiction shall finally determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as in the order specified in Section 2.5(e) SECTION 1.11 and thereafter shall refund any excess to Borrower Borrowers or as such a court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower shall pay interest to Administrative Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Prime Rate plus the Applicable Revolver Index Prime Rate Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Loan, the Index Prime Rate plus the Applicable Term Loan Index Prime Rate Margin per annum or, with respect to such portion at the election of the Term Loans designated as a LIBOR LoanBorrower, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum based on the aggregate principal amount of the Term Loan outstanding from time to time; and (iii) with respect to the Swing Line Loan, the Prime Rate plus the Applicable Prime Rate Margin per annum, based on the aggregate principal amount of the Swing Line Loan outstanding from time to time. The As of the Closing Date, the Applicable Margins shall be as follows: Applicable Revolver Index LIBOR Margin 2.75 1.25% Applicable Revolver LIBOR Prime Rate Margin 3.75 0.00% The Applicable Term Loan Index Margin 2.75 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall Margins will be adjusted (up or down) prospectively on a quarterly Fiscal Quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performanceBorrower's Funded Debt to EBITDA Ratio for the four Fiscal Quarters then ending. The initial adjustment of the Applicable Margins shall be effective, commencing with the first day of the first calendar month that occurs more than five (5) days after delivery of Borrower's unaudited Financial Statements to Lenders for the Fiscal Quarter ending September 30, 2003. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”), and the outstanding principal balance of the Loans shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.:

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of BorrowerBorrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Swing Line Loan, the Index Rate plus the Applicable Term Loan Revolver Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 3.50 % Applicable Revolver LIBOR Margin 3.75 4.50 % Applicable Term Loan Index L/C Margin 2.75 4.50 % Applicable Term Loan LIBOR Unused Line Fee Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured.% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year (except that Loans that bear interest based on the Index Rate shall be calculated on the basis of a 365-day year), in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to BorrowerBorrower Representative, and without further notice, motion or application to, hearing before, or order from the Bankruptcy Court, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder unless Agent or Requisite Lenders elect to impose a smaller increase (the “Default Rate”), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After Subject to the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facilityconditions precedent set forth in Section 2.2, Borrower Representative shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, Loan subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 5,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by 12:00 noon (Chicago New York time) on the 3rd third Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by 12:00 noon (Chicago New York time) on the 3rd third Business Day prior to the end of the LIBOR Period with respect theretothereto (or if a Default or an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e1.5(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at any time on or after the Syndication Date and at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Swing Line Loan, the Index Rate plus the Applicable Term Loan Revolver Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The Applicable Margins shall be as follows: Applicable Revolver Index Margin 2.75 % Applicable Revolver LIBOR Margin 3.75 % Applicable Term Loan Index Margin 2.75 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured. (b) If any payment on of any Loan of the Obligations becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a floating rate that shall be determined by Agent (i) on the first Business Day immediately prior to the Closing Date for calculation of interest in the month in which the Closing Date occurs, and (ii) thereafter on the last Business Day of each calendar month for calculation of interest for the following month; provided, that after the Syndication Date, the Index rate shall be determined by Agent for each day, and each change in any interest rate provided for in the Agreement based upon the Index Rate shall take effect at the time of such change in the Index Rate. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrower (absent manifest error). (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (f8.1(h) or (g) and without notice of any kind8.1(i), or so long as any other Default or Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points (2%) % per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder (“the "Default Rate”"), and the all outstanding principal balance of the Loans shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent Obligations shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower shall pay interest to the Administrative Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans Term Loan A, at the election of Borrower, (and for all other Obligations not otherwise set forth below), A) the Index Rate plus the Applicable Revolver Term A Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, or (B) at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver Term A LIBOR Margin per annum; and (ii) with respect to such portion of the Term Loans designated as an Index Rate LoanLoan B, at the election of Borrower, (A) the Index Rate plus the Applicable Term Loan B Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, or (B) the applicable LIBOR Rate plus the Applicable Term B LIBOR Margin per annum; and (iii) with respect to the Term Loan C, at the election of Borrower, (A) the Index Rate plus the Applicable Term C Index Margin per annum or (B) the applicable LIBOR Rate plus the Applicable Term C LIBOR Margin per annum. The Applicable Margins shall be applicable margins are as follows: Applicable Revolver Term A Index Margin 2.75 % Applicable Revolver LIBOR Margin 3.75 2.00 % Applicable Term Loan Index A LIBOR Margin 2.75 % Applicable Term Loan B Index Margin 4.00 % Applicable Term B LIBOR Margin 3.75 4.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in C Index Margin 6.75 % Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. 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 the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured.Term C LIBOR Margin 7.50 % (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by the Administrative Agent on the basis of a 360-day year (or, in the case of interest calculated based on the Index Rate, a 365/366 day year), in each case for the actual number of days occurring in the period for which such Fees and interest are is payable. The Index Rate is a floating rate determined for each day. Each determination by the Administrative Agent of an interest rate and Fees rates hereunder shall be presumptive evidence of the correctness of such rates and Feesrates. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent any of (i) the Administrative Agent, (ii) the Requisite Term A Lenders, (iii) the Requisite Term B Lenders or upon (iv) the written request of Requisite Lenders) Term C Lenders confirmed by written notice from the Administrative Agent to Borrower, (A) the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable to such Loans hereunder (the “Default Rate”), and the (B) all other outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. the Term Loan C. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier So long as no Event of sixty days following the Closing Date Default has occurred and the completion of the primary syndication of the credit facilityis continuing, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iiiii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.11(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iviii) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 5,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon 11:00 a.m. (Chicago New York time) on the 3rd third Business Day prior to (1) the date of any proposed Revolving Credit Advance borrowing which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 11:00 a.m. (Chicago New York time) on the 3rd third Business Day prior to the end of the LIBOR Period with respect theretothereto (or if an Event of Default has occurred and is continuing), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to the Administrative Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e1.5(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of applicable Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (ai) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) rates with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect , based on the aggregate Revolving Credit Advances outstanding from time to such portion time. As of the Term Loans designated as an Index Rate LoanClosing Date, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 2.00% Applicable Revolver LIBOR Margin 3.75 3.50% Applicable Term Loan Index L/C Margin 2.75 % 3.50% (ii) The Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ ' consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Holding's quarterly Financial Statements to Lenders for the Fiscal Quarter ending June 30, 2002. Adjustments in Applicable Margins will shall be determined by reference to the following grids: If the Total Leverage The Level of Applicable Ratio is: Margins will be: < 7.0x Level I ³ 4.00 to 1.00 3.25 % 4.25 % - > 7.0x Level II ³ 2.50 to 1.00Applicable Margins Level I Level II Applicable Revolver Index Margin 1.50% 2.00% Applicable Revolver LIBOR Margin 3.00% 3.50% If there is a disparity between the financial tests described above, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % the test resulting in the greater level of Applicable Margins will prevail. (iii) All adjustments in the Applicable Margins after June 30, 2002 shall be implemented quarterly on a prospective basis, five (5) Business Days for each calendar month commencing at least 5 days after the date of delivery to Lenders of the quarterly unaudited or annual audited (as applicable) Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. Failure to timely deliver such Financial Statements shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Margins to the highest level set forth in the foregoing grid, until the first day of the first calendar month following the delivery of those Financial Statements demonstrating that such an increase is not required. If any a 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 the first day of the first calendar month following the date on which all Defaults such Default or Events Event of Default are is waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrower, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (fh) or (g) and without notice of any kindi), or so long as any other Default or Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder (“"Default Rate”"), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Default or Event of Default until that Default or Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After Subject to the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facilityconditions precedent set forth in Section 2.2, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.11(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 100,000 in excess of such amount. Any such election must be made by noon 11:30 a.m. (Chicago New York time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 11:30 a.m. (Chicago New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect theretothereto (or if a Default or an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “"Notice of Conversion/Continuation”") in the form of Exhibit 2.2(e1.5(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “"Maximum Lawful Rate”"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.5(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.5(f), a court of competent jurisdiction shall finally determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as in the order specified in Section 2.5(e) 1.9 and thereafter shall refund any excess to Borrower or as such a court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower US Borrowers shall pay interest to Agent, for the ratable benefit of US Lenders and Canadian Borrower shall pay interest to Canadian Agent, for the ratable benefit of Canadian Lenders, in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the US Index Rate plus the Applicable Revolver US Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of BorrowerBorrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Swing Line Loan, the US Index Rate plus the Applicable Revolver US Index Margin per annum, based on the aggregate Swing Line Loans outstanding from time to time; (iii) with respect to the Term Loan B and the Canadian Loan, the US Index Rate plus the Applicable Term Loan B Index Margin per annum or, with respect to such portion at the election of the Term Loans designated as a LIBOR LoanBorrower Representative, the applicable LIBOR Rate plus the Applicable Term Loan B LIBOR Margin per annum, based on the aggregate Term Loan B and Canadian Loan outstanding from time to time; and (v) with respect to the SCIL, the US Index Rate plus the Applicable SCIL Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable SCIL LIBOR Margin per annum, based on the aggregate SCIL outstanding from time to time. The As of the Closing Date, the Applicable Margins shall be are as follows: Applicable Revolver US Index Margin 2.75 1.25% Applicable Revolver LIBOR Margin 3.75 3.00% Applicable Term Loan B Index Margin 2.75 1.25% Applicable Term Loan B LIBOR Margin 3.75 3.00% 1 Borrower to supply account information. provided; howeverApplicable SCIL Index Margin 3.25% Applicable SCIL LIBOR Margin 5.00% Applicable Unused Line Fee Margin 0.50% The Applicable Revolver US Index Margin, the Applicable Revolver LIBOR Margin, the Applicable Term Loan B Index Margin and the Applicable Term Loan B LIBOR Margin (collectively, the “Adjustable Applicable Margins, with respect to the Term Loan, ”) shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performanceperformance for the immediately preceding four quarters, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Holdings’ quarterly Financial Statements to Lenders for the Fiscal Quarter ending June 30, 2005. Adjustments in the Adjustable Applicable Margins will shall be determined by reference to the following grids: < 2.00 to 1.00 Level I ³ 4.00 to 1.00 < 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 but > 2.00 to 1.00 2.75 % 3.75 % Level III < 2.50 II ≥ 3.25 to 1.00 2.25 Lxxxx XXX Applicable Revolver US Index Margin 1.00% 3.25 1.25% 1.50% Applicable Revolver LIBOR Margin 2.75% 3.00% 3.25% Applicable Term Loan B Index Margin 1.00% 1.25% 1.50% Applicable Term Loan B LIBOR Margin 2.75% 3.00% 3.25% All adjustments in the Adjustable Applicable Margins after June 30, 2005 shall be implemented quarterly on a prospective basis, five (5) Business Days on the first day of each calendar month commencing at least 5 days after the date of delivery to Lenders of the quarterly unaudited or annual audited (as applicable) Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower Representative shall deliver to Agent, Canadian Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Adjustable Applicable Margins. Failure to deliver such Financial Statements within fifteen (15) days of the date such Financial Statements are required to be delivered shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Adjustable Applicable Margins to the highest level set forth in the foregoing grid, until the first day of the first calendar month following the delivery of those Financial Statements demonstrating that such an increase is not required. If any a Default or an Event of Default has occurred and is continuing at the time any reduction in the Adjustable Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults such Default or Events Event of Default are is waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent or Canadian Agent, as applicable, on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The US Index Rate is a floating rate determined for each day. Each determination by Agent or Canadian Agent, as applicable, of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrowers, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (fh) or (gi) and without notice of any kind, or so long as any other Event of Default with respect to Section 5.12 or Annex C, E, F or G has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to BorrowerBorrower Representative, subject to applicable law, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder (“Default Rate”), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower Representative shall have the option to (iA) request that any Revolving Credit Advance be made as a LIBOR Loan, (iiB) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from US Index Rate Loans to LIBOR Loans, (iiiC) convert any LIBOR Loan to an a US Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (ivD) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued; provided, however, that no Loan or group of Loans shall be made as, converted to, or continued at the end of the LIBOR Period therefor as a LIBOR Loan if any Default or Event of Default has occurred and is continuing and no Loan may be made as a LIBOR Loan until the earlier of 60 days following the Closing Date or the date the Administrative Agent has determined that the syndication of the Commitments has been completed. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 5,000,000 (or in the case of the Canadian Loan, $500,000) and integral multiples of $500,000 100,000 in excess of such amount. Any such election must be made by noon (Chicago 1:00 p.m.(New York time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower Representative wishes to convert any US Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago 1:00 p.m.(New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect theretothereto (or if a Default or an Event of Default has occurred and is continuing), that LIBOR Loan shall be converted to an a US Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Agent and, in the case of the Canadian Loan, Canadian Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation-LIBOR Rate”) in the form of Exhibit 2.2(e1.5(e)(i). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder with respect to the US Obligations exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower US Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of US Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder with respect to the US Obligations been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.5(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any US Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.5(f), a court of competent jurisdiction shall finally determine by a final, non-appealable order that a US Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as in the order specified in Section 2.5(e) 1.11 and thereafter shall refund any excess to Borrower US Borrowers or as such a court of competent jurisdiction may otherwise order. (g) If any provision of this Agreement or any of the other Loan Documents would obligate Canadian Borrower to make any payment of interest with respect to the Canadian Obligations or other amount payable to any Canadian Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by that Canadian Lender of interest with respect to the Canadian Obligations at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provision, such amount or rates shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by that Canadian Lender of interest with respect to the Canadian Obligations at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) first, by reducing the amount or rates of interest required to be paid to the affected Canadian Lender under this Section 1.5; and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the affected Canadian Lender which would constitute interest with respect to the Canadian Obligations for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if any Canadian Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), then Canadian Borrower shall be entitled, by notice in writing to the affected Canadian Lender, to obtain reimbursement from that Canadian Lender in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by that Canadian Lender to Canadian Borrower. Any amount or rate of interest under the Canadian Obligations referred to in this Section 1.5(g) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the Canadian Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date (with reference to the Canadian Obligations) and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Canadian Agent shall be conclusive for the purposes of such determination.