Common use of Interest and Applicable Margins Clause in Contracts

Interest and Applicable Margins. (a) Borrowers shall pay interest to Agent, for the ratable benefit of Lenders 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 Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. As of the Closing Date, the Applicable Margins are as follows: Applicable Revolver Index Margin 1.75 % Applicable Revolver LIBOR Margin 2.75 % Applicable L/C Margin 2.75 % Applicable Unused Line Fee Margin .50 % The Applicable Margins may be adjusted by reference to the following grids: Less than 3.25 to 1.00 Level I Greater than or equal to 3.25 to 1.00, but less than 4.00 to 1.00 Level II Greater than or equal to 4.00 to 1.00, but less than 4.75 to 1.00 Level III Greater than or equal to 4.75 to 1.00 Xxxxx XX Applicable Revolver Index Margin 1.00 % 1.25 % 1.50 % 1.75 % Applicable Revolver LIBOR Margin 2.00 % 2.25 % 2.50 % 2.75 % Applicable L/C Margin 2.00 % 2.25 % 2.50 % 2.75 % Applicable Unused Line Fee Margin 0.50 % 0.50 % 0.50 % 0.50 % Adjustments in the Applicable Margins commencing with the Fiscal Quarter ending September 30, 2006, shall be implemented quarterly on a prospective basis, for each calendar month commencing at least five (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 first day of the first calendar month following the delivery of those Financial Statements demonstrating that such an increase is not required. If an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which such Event of Default is waived or cured. (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 the actual number of days elapsed in a year of 365/366 days. All computations of Fees calculated on a per annum basis and interest on LIBOR 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 interest and Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of interest rates and Fees hereunder shall, absent manifest error, be presumptive evidence of the correctness of such rates and Fees. (d) So long as any Event of Default has occurred and is continuing under Section 8.1(a), the interest rates applicable to the overdue Loans and the Letter of Credit Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder (the “Default Rate”), and all outstanding overdue 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. (e) Borrower Representative shall have the option to (i) subject to the conditions precedent set forth in Section 2.2, 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 upon payment of an administrative fee of $250 and subject to payment of LIBOR breakage costs in accordance with 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 (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 if a Event of Default exists Borrowers may not convert any Index Rate Loan to a LIBOR Loan or continue any LIBOR Loan as 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 $500,000 and integral multiples of $100,000 in excess of such amount. Any such election must be made by 1:00 p.m. (New York time) on the third Business Day prior to (1) the date of any proposed 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

Interest and Applicable Margins. (a) Borrowers shall pay interest to Administrative Agent, for the ratable benefit of Lenders 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 Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of Borrower 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 the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. As of the Closing Date, the Applicable Margins are as follows: The Applicable Revolver Index Margin 1.75 % Margin, and Applicable Revolver LIBOR Margin 2.75 Margin, will be 0.25%, and 1.50% Applicable L/C Margin 2.75 % Applicable Unused Line Fee Margin .50 % per annum, respectively, as of the Effective Date. The Applicable Margins may will be adjusted (up or down) prospectively on a quarterly basis as determined by Parent's consolidated financial performance for the trailing four quarters most recently ended, commencing on June 1, 2003 (the "Initial Adjustment Date"). Adjustments in Applicable Margins will be determined by reference to the following grids: Less than 3.25 to 1.00 IF FIXED CHARGE IF AVERAGE EXCESS LEVEL OF COVERAGE RATIO IS: AVAILABILITY FOR QUARTER IS: APPLICABLE MARGINS: ----------------- --------------------------- ------------------ > or = 1.1:1.0 > or = $50MM Level I Greater than > or equal to 3.25 to 1.00, but less than 4.00 to 1.00 = 1.1:1.0 < $50MM > or = $40MM Level II Greater than > or equal to 4.00 to 1.00, but less than 4.75 to 1.00 = 1.1:1.0 <$40MM Level III Greater than <1.1:1.0 > or equal to 4.75 to 1.00 = $50MM Level IV <1.1:1.0 <$50MM > or = $40MM Level V <1.1:1.0 <$40MM > or = $30MM Level VI <1.1:1.0 <$30MM Xxxxx XXX XXXXX X XXXXX XX XXXXX XXX XXXXX XX XXXXX X XXXXX XX XXXXX XXX ------- -------- --------- -------- ------- -------- --------- Applicable Revolver Index Margin 1.00 0.25% 1.25 0.25% 1.50 0.50% 1.75 0.25% 0.50% 0.75% 1.00% Applicable Revolver LIBOR Margin 2.00 1.5% 2.25 1.75% 2.50 2.00% 2.75 1.75% Applicable L/C Margin 2.00 2.00% 2.25 2.25% 2.50 % 2.75 2.50% Applicable Unused Line Facility Fee 0.25% 0.25% 0.375% 0.25% 0.25% 0.375% 0.375% For purposes of this Section 1.5(a), the Fixed Charge Coverage Ratio shall be calculated without adjustments for any Special Capital Expenditures. Notwithstanding the foregoing, the Applicable Margins with respect to the aggregate amount of Advances outstanding on any date in excess of the Aggregate Borrowing Base, as of such date, determined with reference solely to Eligible Inventory shall be equal to the then otherwise Applicable Margin 0.50 % 0.50 % 0.50 % 0.50 % Adjustments plus .50%. All adjustments in the Applicable Margins commencing with after the Fiscal Quarter ending September 30, 2006, shall Initial Adjustment Date will be implemented quarterly on a prospective basis, for each calendar month commencing at least five (5) days after the date of delivery to Lenders of the quarterly unaudited or annual audited (as applicable) Financial Statements of Parent 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 the foregoing grid, until the first day of the first calendar month following the delivery of those Financial Statements demonstrating that such an increase is not required. If an Event of Default has 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 such Event of Default 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 interest on Index Rate Loans shall be made by Agent on the basis of the actual number of days elapsed in a year of 365/366 days. All computations of Fees calculated on a per annum basis and interest on LIBOR Loans shall be made by Administrative 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 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 Administrative Agent of an interest rates and Fees rate hereunder shallshall be conclusive, absent manifest error, be presumptive evidence of the correctness of such rates and Fees. (d) So long as any Event of Default has shall have occurred and is continuing under Section 8.1(a)be 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 Representative, the interest rates applicable to the overdue Loans and the Letter of Credit Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder (the “"Default Rate”"), and all outstanding overdue 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. (e) So long as no Default or Event of Default shall have occurred and be continuing, and subject to the additional conditions precedent set forth in Section 2.2, Borrower Representative shall have the option to (i) subject to the conditions precedent set forth in Section 2.2, 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 (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan upon payment of an administrative fee of $250 and Loan, subject to payment of LIBOR breakage costs in accordance with 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 (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 if a Event of Default exists Borrowers may not convert any Index Rate Loan to a LIBOR Loan or continue any LIBOR Loan as 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 $500,000 10,000,000 and integral multiples of $100,000 1,000,000 in excess of such amount. Any such election must be made by 1:00 p.m. 11:00 a.m. (New York time) on the third (3rd) Business Day prior to (1) the date of any proposed 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 byby 11:00 a.m. (New York time) on the third (3rd) Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default or 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 Administrative Agent in writing, by telecopy or 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 1.5(e). (f) Notwithstanding anything to the contrary set forth in this Section 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"), 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, 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 Lenders, is equal to the total interest 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 Initial Closing Date or the Effective 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 1.5(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 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 1.5(f), a court of competent jurisdiction shall finally determine 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 in the order specified in Section 1.11 and thereafter shall refund any excess to Borrowers or as a court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrowers shall pay ------------------------------- interest to Administrative Agent, for the ratable benefit of Lenders 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 Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of Borrower 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 the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. As . (i) the fifth Business ----------------------- Day after delivery of Parent's audited Financial Statements to Lenders for the Fiscal Year ending January 31, 1998 or (ii) the first day on which the Fixed Asset Availability is permanently reduced by an amount equal to 33 1/3% of the Maximum Fixed Asset Availability as of the Closing Date, the . Adjustments in Applicable Margins are as follows: Applicable Revolver Index Margin 1.75 % Applicable Revolver LIBOR Margin 2.75 % Applicable L/C Margin 2.75 % Applicable Unused Line Fee Margin .50 % The Applicable Margins may will be adjusted determined by reference to the following grids: Less If Interest Level of Coverage Ratio is: Applicable Margins: ----------------- ------------------ greater than 3.25 to 1.00 3.5:1.0 Level I Greater greater than 2.75:1.0, but less than or equal to 3.25 to 1.003.5:1.0 Level II greater than 2.5:1.0, but less than 4.00 or equal to 1.00 2.75:1.0 Level II Greater III greater than 2.0:1.0, but less than or equal to 4.00 to 1.00, but 2.5:1.0 Level IV less than 4.75 to 1.00 2.0:1.0 Level V Applicable Margins ------------------ Level I Level II Level III Greater than or equal to 4.75 to 1.00 Xxxxx XX Level IV Level V ------- -------- --------- -------- ------- Applicable Revolver 0.25% 0.50% 0.75% 1.00% 1.25% Index Margin 1.00 % 1.25 % 1.50 % 1.75 % Applicable Revolver LIBOR 1.75% 2.00% 2.25% 2.50% 2.75% Margin 2.00 Notwithstanding the foregoing, the Applicable Margins with respect to the aggregate amount of Advances outstanding on any date in excess of the Aggregate Borrowing Base, as of such date, determined with reference solely to Eligible Inventory shall be equal to the then otherwise Applicable Margin plus .50% 2.25 % 2.50 % 2.75 % Applicable L/C Margin 2.00 % 2.25 % 2.50 % 2.75 % Applicable Unused Line Fee Margin 0.50 % 0.50 % 0.50 % 0.50 % Adjustments All adjustments in the Applicable Margins commencing with after the Fiscal Quarter ending September 30, 2006, shall Initial Adjustment Date will be implemented quarterly on a prospective basis, for each calendar month commencing at least five (5) days after the date of delivery to Lenders of the quarterly unaudited or annual audited (as applicable) Financial Statements of Parent 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 the foregoing grid, until the first day of the first calendar month following the delivery of those Financial Statements demonstrating that such an increase is not required. If an Event of Default has 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 such Event of Default 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 interest on Index Rate Loans shall be made by Agent on the basis of the actual number of days elapsed in a year of 365/366 days. All computations of Fees calculated on a per annum basis and interest on LIBOR Loans shall be made by Administrative 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 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 Administrative Agent of an interest rates and Fees rate hereunder shallshall be conclusive, absent manifest error, be presumptive evidence of the correctness of such rates and Fees. (d) So long as any Event of Default has shall have occurred and is continuing under Section 8.1(a)be 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 Representative, the interest rates applicable to the overdue Loans and the Letter of Credit Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder (the “"Default Rate”"), and all outstanding overdue 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. (e) So long as no Default or Event of Default shall have occurred and be continuing, and subject to the additional conditions precedent set forth in Section 2.2, Borrower Representative shall have the option to (i) subject to the conditions precedent set forth in Section 2.2, 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 (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan upon payment of an administrative fee of $250 and Loan, subject to payment of LIBOR breakage costs in accordance with 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 (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 if a Event of Default exists Borrowers may not convert any Index Rate Loan to a LIBOR Loan or continue any LIBOR Loan as 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 $500,000 10,000,000 and integral multiples of $100,000 1,000,000 in excess of such amount. Any such election must be made by 1:00 p.m. 11:00 a.m. (New York time) on the third (3rd) Business Day prior to (1) the date of any proposed 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 byby 11:00 a.m. (New York time) on the third (3rd) Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default or 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 Administrative Agent in writing, by telecopy or 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 1.5(e). No Loan may be made as or converted into a LIBOR Loan having -------------- a LIBOR Period in excess of one month until the earlier of (i) forty-five (45) days after the Closing Date or (ii) the date on which the Administrative Agent advises Borrower Representative that the primary syndication of the Revolving Loan has been completed and the Administrative Agent agrees to do so promptly after such completion. The Borrowers hereby acknowledge and agree that the Borrowers shall be responsible for the payment of all LIBOR funding breakage costs in accordance with Section 1.13(b) during the primary syndication period. --------------- (f) Notwithstanding anything to the contrary set forth in this Section ------- 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"), 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, 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 Lenders, is equal to the total interest 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 1.5(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 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 1.5(f), -------------- a court of competent jurisdiction shall finally determine 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 in the order specified in Section 1.11 and thereafter shall refund any ------------ excess to Borrowers or as a court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrowers shall pay interest to Revolver Agent, for the ratable benefit of Lenders 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 Credit AdvancesAdvances (Revolver A) and Revolving Credit Advances (Revolver B), the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to the Term Loan A, the Index Rate plus the Applicable Term Loan A Index Margin per annum; (iii) with respect to Term Loan B, a fixed rate equal to eleven percent (11%) per annum; (iv) with respect to the Acquisition Loan Advances, the Index Rate plus the Applicable Acquisition Loan Index Margin per annum; and (v) with respect to the Swing Line LoanLoans, the Index Rate plus the Applicable Revolver Index Margin per annum. As of the Closing DateThe Applicable Revolver Index Margin, the Applicable Margins are as followsTerm Loan A Index Margin and the Applicable Acquisition Loan Index Margin, during any period when the Leverage Ratio is at the applicable level set forth below, will be equal to the corresponding rate per annum set forth below for such Leverage Ratio: Applicable Term Loan A Index Margin and Applicable Applicable Acquisition Tier Leverage Ratio Revolver Index Margin Loan Index Margin ---- -------------- --------------------- ----------------- IV Greater than or equal to 3.75 to 1.00 1.00% 1.50% III Less than 3.75 to 1.00 and greater than or equal 0.75% 1.25% to 3.50 to 1.00 II Less than 3.50 to 1.00 and greater than or equal 0.50% 1.00% to 3.25 to 1.00 I Less than 3.25 to 1.00 0.25% 0.75% The Applicable Revolver Index Margin, the Applicable Term Loan A Index Margin 1.75 % and the Applicable Acquisition Loan Index Margin shall be established at the end of each Fiscal Quarter (each, a "Determination Date"). Any change in the Applicable Revolver LIBOR Index Margin, the Applicable Term Loan A Index Margin 2.75 % or the Applicable Acquisition Loan Index Margin following each Determination Date shall be determined based upon the computations set forth in the Compliance Certificate furnished to the Agents and the Lenders pursuant to Section (b) of Annex E, subject to review and confirmation of such computations by the Agents, and shall be effective (the "Effective Date") commencing on the first Business Day next following the date such Compliance Certificate is received until the first Business Day following the date on which a new Compliance Certificate is delivered; provided however, if the Borrowers shall fail to deliver any such Compliance Certificate within the time period required by Annex E, then the Applicable Revolver Index Margin, the Applicable Term Loan A Index Margin and the Applicable Acquisition Loan Index Margin, as the case may be, shall be as set forth in Tier IV until the appropriate Compliance Certificate is so delivered. From the Second Amendment Effective Date to the first Effective Date next following September 30, 2000, the Applicable Revolver Index Margin, the Applicable Term Loan A Index Margin and the Applicable Acquisition Loan Index Margin, as the case may be, shall be as set forth in Tier IV. The Applicable L/C Margin 2.75 will be 2.5% per annum. The Applicable Unused Revolver Fee Margin will be 0.5% per annum. The Applicable Unused Acquisition Line Fee Margin .50 % The Applicable Margins may be adjusted by reference to the following grids: Less than 3.25 to 1.00 Level I Greater than or equal to 3.25 to 1.00, but less than 4.00 to 1.00 Level II Greater than or equal to 4.00 to 1.00, but less than 4.75 to 1.00 Level III Greater than or equal to 4.75 to 1.00 Xxxxx XX Applicable Revolver Index Margin 1.00 % 1.25 % 1.50 % 1.75 % Applicable Revolver LIBOR Margin 2.00 % 2.25 % 2.50 % 2.75 % Applicable L/C Margin 2.00 % 2.25 % 2.50 % 2.75 % Applicable Unused Line Fee Margin 0.50 % 0.50 % 0.50 % 0.50 % Adjustments in the Applicable Margins commencing with the Fiscal Quarter ending September 30, 2006, shall be implemented quarterly on a prospective basis, for each calendar month commencing at least five (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 first day of the first calendar month following the delivery of those Financial Statements demonstrating that such an increase is not required. If an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which such Event of Default is waived or cured. (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 extension0.375% per annum. (c) All computations of interest on Index Rate Loans shall be made by Agent on the basis of the actual number of days elapsed in a year of 365/366 days. All computations of Fees calculated on a per annum basis and interest on LIBOR 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 interest and Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of interest rates and Fees hereunder shall, absent manifest error, be presumptive evidence of the correctness of such rates and Fees. (d) So long as any Event of Default has occurred and is continuing under Section 8.1(a), the interest rates applicable to the overdue Loans and the Letter of Credit Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder (the “Default Rate”), and all outstanding overdue 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. (e) Borrower Representative shall have the option to (i) subject to the conditions precedent set forth in Section 2.2, 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 upon payment of an administrative fee of $250 and subject to payment of LIBOR breakage costs in accordance with 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 (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 if a Event of Default exists Borrowers may not convert any Index Rate Loan to a LIBOR Loan or continue any LIBOR Loan as 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 $500,000 and integral multiples of $100,000 in excess of such amount. Any such election must be made by 1:00 p.m. (New York time) on the third Business Day prior to (1) the date of any proposed 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