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 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, 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: ------------------------------------------------------ Applicable Revolver Index Margin 1.75% ------------------------------------------------------ Applicable Revolver LIBOR Margin 3.00% ------------------------------------------------------ Applicable L/C Margin 3.00% ------------------------------------------------------ The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by 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, 2003. Adjustments in Applicable Margins shall be determined by reference to the following grids: ---------------------------------------------------------------------- If Total Leverage Level of Ratio is: Applicable Margins: ---------------------------------------------------------------------- >=4.75 to 1.0 Level I ---------------------------------------------------------------------- >=4.00 to 1.0, but Level II <4.75 to 1.0 ---------------------------------------------------------------------- <4.00 to 1.0 Level III ---------------------------------------------------------------------- ---------------------------------------------------------------------- Applicable Margins ---------------------------------------------------------------------- Level I Level II Level III ---------------------------------------------------------------------- Applicable Revolver Index Margin 2.00% 1.75% 1.50% ---------------------------------------------------------------------- Applicable Revolver LIBOR Margin 3.25% 3.00% 2.75% ---------------------------------------------------------------------- Applicable L/C Margin 3.25% 3.00% 2.75% ---------------------------------------------------------------------- All adjustments in the Applicable Margins after September 30, 2003 shall be implemented quarterly on a prospective basis, for each calendar month commencing at least 5 days after the date of delivery to Lenders of the quarterly unaudited or annual audited (as applicable) Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower 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 a Default or 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 Default or 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 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 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 final, binding and conclusive on Borrower, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under any of Sections 8.1(a), (h) or (i), at the election of Agent (or upon the written request of Requisite Lenders), the interest rates applicable to the 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 ("Default Rate"), and all outstanding 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) Subject to the conditions 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 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. 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 $100,000 in excess of such amount. Any such election must be made by 11:00 a.m. (Chicago time) on the 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 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 11:00 a.m. (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto (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 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 until the earlier of (i) 45 days after the Closing Date or (ii) completion of primary syndication as determined by Agent. (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, 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 1.5(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 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, 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 Borrower or as 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 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, 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: ------------------------------------------------------ Applicable Revolver Index Margin 1.752.50% ------------------------------------------------------ Applicable Revolver LIBOR Margin 3.003.50% ------------------------------------------------------ Applicable L/C Margin 3.003.50% ------------------------------------------------------ Applicable Unused Line Fee Margin 0.75% The Applicable Margins shall may be adjusted (up or down) prospectively on a quarterly basis as determined by 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, 2003. Adjustments in Applicable Margins shall be determined by reference to the following grids: ---------------------------------------------------------------------- If Total Leverage Level of Ratio is----------------------------------------------------------------- LEVEL OF IF BORROWING AVAILABILITY IS: Applicable MarginsAPPLICABLE MARGIN: ---------------------------------------------------------------------- >=4.75 to 1.0 ----------------------------------------------------------------- > $100,000,000 Level I ---------------------------------------------------------------------- >=4.00 to 1.0----------------------------------------------------------------- > $75,000,000, but < or = $100,000,000 Level II <4.75 to 1.0 ---------------------------------------------------------------------- <4.00 to 1.0 ----------------------------------------------------------------- > $40,000,000, but < or = $75,000,000 Level III ---------------------------------------------------------------------- ---------------------------------------------------------------------- ----------------------------------------------------------------- < or = $40,000,000 Level IV ----------------------------------------------------------------- ---------------------------------------------------------------------------------------- APPLICABLE MARGINS ---------------------------------------------------------------------------------------- LEVEL I LEVEL II LEVEL III LEVEL IV ---------------------------------------------------------------------------------------- Applicable Margins ---------------------------------------------------------------------- Level I Level II Level III ---------------------------------------------------------------------- Applicable Revolver Index Margin 2.002.25% 1.752.50% 1.502.75% ---------------------------------------------------------------------- 3.00% ------------------------------------------------------------------------------------- Applicable Revolver LIBOR Margin 3.25% 3.003.50% 2.753.75% ---------------------------------------------------------------------- 4.00% ------------------------------------------------------------------------------------- Applicable L/C Margin 3.25% 3.003.50% 2.753.75% ---------------------------------------------------------------------- All adjustments 4.00% ------------------------------------------------------------------------------------- Applicable Unused Line Fee Margin 1.00% 0.75% 0.50% 0.50% ------------------------------------------------------------------------------------- Adjustments in the Applicable Margins after September 30commencing with the Fiscal Quarter ending March 31, 2003 2004 shall be implemented quarterly on a prospective basis, for each calendar month commencing at least 5 days on the date which is two (2) Business Days after the date of delivery to Lenders the Agents of the quarterly unaudited or annual audited (Borrowing Base Certificate dated and accurate as applicable) Financial Statements of the last day of the most recently completed Fiscal Quarter evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statementssuch Borrowing Base Certificate, 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 continuation of, or any change in, the Applicable Margins. Failure to timely deliver such Financial Statements quarter-end Borrowing Base Certificate 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, grid until the first day of the first calendar month following the delivery of those Financial Statements month in which a quarter-end Borrowing Base Certificate is delivered demonstrating that such an increase is not required. If 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 month in which such Default or 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 Fees calculated on a per annum basis and interest shall be made by Administrative Agent on the basis of a 360-day year (except that, with respect to Index Rate Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365-day or 366-day year, as the case may be), in each case for the actual number of days occurring elapsed 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 Administrative Agent of an interest rate rates and Fees hereunder shall be final, binding presumptive evidence of the correctness of such rates and conclusive on Borrower, absent manifest errorFees. (d) So long as an Event of Default has occurred and is continuing under any of Sections Section 8.1(a), (h) or (if), or so long as any other Event of Default has occurred and is continuing and at the election of the Administrative Agent or the Inventory and Receivables Security 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 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 unless the Administrative Agent, the Inventory and Receivables Security Agent or Requisite Lenders elect to impose a smaller increase (the "Default Rate"), and all outstanding 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) Subject to the conditions 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 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. 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 $100,000 1,000,000 in excess of such amount. Any such election must be made by 11:00 a.m. (Chicago New York time) on the 3rd 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 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 11:00 a.m. (Chicago New York time) on the 3rd third Business Day prior to the end of the LIBOR Period with respect thereto (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 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 other than a LIBOR Loan having an Interest Period of 30 days until the earlier of (i) 45 forty-five (45) days after the Closing Date or (ii) completion of primary syndication as determined by AgentAgents. (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, 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 1.5(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 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, 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 Borrower or as 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 the various Revolving 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, 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 . 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 3.00shall initially be 3.25% ------------------------------------------------------ Applicable L/C Margin 3.00% ------------------------------------------------------ The Applicable Margins and shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 five days after delivery of Borrower's quarterly unaudited or annual audited Financial Statements to Lenders for the Fiscal Quarter ending September 30, 20032002. Adjustments in the Applicable Margins shall LIBOR Margin will be determined by reference to the following gridsgrid: ---------------------------------------------------------------------- If Total Leverage Level of -------------------------------------- ------------------------------ Debt to RMR Ratio is: Applicable Margins: ---------------------------------------------------------------------- >=4.75 to 1.0 Level I ---------------------------------------------------------------------- >=4.00 to 1.0Margins ----------------- ------------------ -------------------------------------- ------------------------------ > 17.0 3.75% -------------------------------------- ------------------------------ > 13.0, but Level II <4.75 to 1.0 ---------------------------------------------------------------------- <4.00 to 1.0 Level III ---------------------------------------------------------------------- ---------------------------------------------------------------------- Applicable Margins ---------------------------------------------------------------------- Level I Level II Level III ---------------------------------------------------------------------- Applicable Revolver Index Margin 2.00< 17.0 3.50% 1.75% 1.50% ---------------------------------------------------------------------- Applicable Revolver LIBOR Margin - - -------------------------------------- ------------------------------ < 13.0 3.25% 3.00% 2.75% ---------------------------------------------------------------------- Applicable L/C Margin 3.25% 3.00% 2.75% ---------------------------------------------------------------------- -------------------------------------- ------------------------------ All adjustments in the Applicable Margins LIBOR Margin after September 30, 2003 2002 shall be implemented quarterly on a prospective basis, for each calendar month commencing at least 5 five 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 officervice president - finance, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable MarginsLIBOR 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 LIBOR Margin 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 a Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins LIBOR Margin is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which such Default or Event of Default is waived or cured. (b) If any payment on any 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, 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 an interest rate and Fees hereunder shall be final, binding and conclusive on Borrower, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under any of Sections Section 8.1(a), (h) or (i), 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 Revolving 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 ("Default Rate"), and all outstanding 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) Subject to the conditions 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 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 LIBOR breakage costs in accordance with Section 1.13(b1.10(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 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 Revolving Loan shall commence on the first day after the last day of the LIBOR Period of the Revolving 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 50,000 and integral multiples of $100,000 5,000 in excess of such amount. Any such election must be made by 11:00 a.m. 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 11:00 a.m. noon (Chicago New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto (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 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(e1.4(e). 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. (f) Notwithstanding anything to the contrary set forth in this Section 1.51.4, 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, 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 1.5(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 1.5(f1.4(f), a court of competent jurisdiction shall finally determine 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 in the order specified in Section 1.11 1.8 and thereafter shall refund any excess to Borrower or as 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 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 BorrowerBorrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on calculated with respect to the aggregate principal balance of Revolving Credit Advances outstanding from time to time; (ii) with respect to the Term A Loan, the Index Rate plus the Applicable Term A Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Term A LIBOR Margin per annum; (iii) with respect to the Term B Loan, the Index Rate plus the Applicable Term B Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Term B LIBOR Margin per annum; (iv) with respect to the Acquisition Loan, the Index Rate plus the Applicable Acquisition Loan Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Acquisition Loan LIBOR Margin per annum and (iiv) 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 will be as follows: ------------------------------------------------------ ------------------------------------------------------- Index ------------------------------------------------------- Applicable Revolver Index Margin 1.750.75% ------------------------------------------------------ ------------------------------------------------------- Applicable Revolver LIBOR Margin 3.002.25% ------------------------------------------------------ ------------------------------------------------------- Applicable Term A Index Margin 0.75% ------------------------------------------------------- Applicable Term A LIBOR Margin 2.25% ------------------------------------------------------- Applicable Term B Index Margin 1.25% ------------------------------------------------------- Applicable Term B LIBOR Margin 2.75% ------------------------------------------------------- Applicable Acquisition Loan Index Margin 0.75% ------------------------------------------------------- Applicable Acquisition Loan LIBOR Margin 2.25% ------------------------------------------------------- Applicable L/C Margin 3.002.00% ------------------------------------------------------ ------------------------------------------------------- Applicable Unused Line Fee Margin 0.375% ------------------------------------------------------- The Applicable Margins shall will be adjusted (up or down) prospectively on a quarterly basis as determined by BorrowerRII's consolidated financial performanceLeverage Ratio, commencing with the first day of the first calendar month that occurs more than 5 five (5) days after delivery of Borrower's Borrowers' quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 30March 31, 20031998. Adjustments in Applicable Margins shall will be determined by reference to the following grids: ---------------------------------------------------------------------- If Total Leverage Level of Ratio is: Applicable Margins: ---------------------------------------------------------------------- >=4.75 to 1.0 Level I ---------------------------------------------------------------------- >=4.00 to 1.0, but Level II <4.75 to 1.0 ---------------------------------------------------------------------- <4.00 to 1.0 Level III ---------------------------------------------------------------------- ---------------------------------------------------------------------- Applicable Margins ---------------------------------------------------------------------- Level I Level II Level III ---------------------------------------------------------------------- Applicable Revolver Index Margin 2.00% 1.75% 1.50% ---------------------------------------------------------------------- Applicable Revolver LIBOR Margin 3.25% 3.00% 2.75% ---------------------------------------------------------------------- Applicable L/C Margin 3.25% 3.00% 2.75% ---------------------------------------------------------------------- All adjustments in the Applicable Margins after September 30, 2003 shall be implemented quarterly on a prospective basis, for each calendar month commencing at least 5 days after the date of delivery to Lenders of the quarterly unaudited or annual audited (as applicable) Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower 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 a Default or 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 Default or 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 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 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 final, binding and conclusive on Borrower, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under any of Sections 8.1(a), (h) or (i), at the election of Agent (or upon the written request of Requisite Lenders), the interest rates applicable to the 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 ("Default Rate"), and all outstanding 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) Subject to the conditions 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 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. 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 $100,000 in excess of such amount. Any such election must be made by 11:00 a.m. (Chicago time) on the 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 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 11:00 a.m. (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto (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 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 until the earlier of (i) 45 days after the Closing Date or (ii) completion of primary syndication as determined by Agent. (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, 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 1.5(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 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, 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 Borrower or as 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 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, 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 The Applicable Revolver Index Margin, Applicable Revolver LIBOR Margin, Applicable L/C Margin, and the Applicable Unused Line Fee Margin are each equal to the rates per annum set forth below as of the Closing Effective Date: Applicable Revolver Index Margin 0.75% Applicable Revolver LIBOR Margin 2.25% Applicable L/C Margin 2.25% Applicable Unused Line Fee Margin 0.375% After the first anniversary of the Effective Date, the Applicable Margins are as follows: ------------------------------------------------------ Applicable Revolver Index Margin 1.75% ------------------------------------------------------ Applicable Revolver LIBOR Margin 3.00% ------------------------------------------------------ Applicable L/C Margin 3.00% ------------------------------------------------------ The Applicable Margins shall will be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's consolidated financial performanceEBITDA of Borrower and its Subsidiaries for the four Fiscal Quarters then most recently ended, 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 four Fiscal Quarter Quarters ending September 30December 31, 20031999. Adjustments in Applicable Margins shall will be determined by reference to the following gridsgrid: ---------------------------------------------------------------------- -------------------------------------------------------------- If Total Leverage EBITDA is: Level of Ratio is: Applicable Margins: ---------------------------------------------------------------------- >=4.75 to 1.0 -------------------------------------------------------------- **$85 million Level I ---------------------------------------------------------------------- >=4.00 to 1.0-------------------------------------------------------------- *$85 million, but **$70 million Level II <4.75 to 1.0 ---------------------------------------------------------------------- <4.00 to 1.0 -------------------------------------------------------------- *$70 million, but **$55 million Level III ---------------------------------------------------------------------- ---------------------------------------------------------------------- -------------------------------------------------------------- *$55 million, but **$40 million Level IV -------------------------------------------------------------- *$40 million, but **$25 million Level V -------------------------------------------------------------- *$25 million Level VI -------------------------------------------------------------- * less than ** greater than or equal to ------------------------------------------------------------------------------------- Applicable Margins ---------------------------------------------------------------------- ------------------------------------------------------------------------------------- Level I Level II Level III ---------------------------------------------------------------------- Level IV Level V Level VI -------- --------- ---------- --------- -------- --------- ------------------------------------------------------------------------------------- Applicable Revolver 0.00% 0.25% 0.50% 0.75% 1.00% 1.25% Index Margin 2.00------------------------------------------------------------------------------------- Applicable Revolver 1.50% 1.75% 1.502.00% ---------------------------------------------------------------------- Applicable Revolver LIBOR Margin 3.252.25% 3.002.50% 2.75% ---------------------------------------------------------------------- LIBOR Margin ------------------------------------------------------------------------------------- Applicable 1.50% 1.75% 2.00% 2.25% 2.50% 2.75% L/C Margin 3.25------------------------------------------------------------------------------------- Applicable Unused 0.250% 3.000.250% 2.750.375% ---------------------------------------------------------------------- 0.375% 0.500% 0.500% Line Fee Margin ------------------------------------------------------------------------------------- All adjustments in the Applicable Margins after September 30, 2003 shall the first anniversary of the Effective Date will be implemented quarterly on a prospective basis, for beginning with each calendar month commencing at least 5 five (5) days after the date of delivery to Agent and Lenders of the quarterly unaudited or annual audited (as applicable) Financial Statements of Borrower 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 eight (8) Business Days of the date required therefor pursuant to Section 4 and 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, 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 a Default or 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 Default or 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 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 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 final, binding and conclusive on Borrowerconclusive, absent manifest error. (d) So long as an Event of Default has shall have occurred and is be continuing under any of Sections Section 8.1(a), (h) or (i), or so long as any other Event of Default shall -------------- --- --- have occurred and 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 Fees shall be increased by two percentage points percent (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder ("Default ------- Rate"), and all outstanding 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) Subject 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 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 (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 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. 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 $100,000 500,000 in excess of such amount. Any such election must be made by 11:00 a.m. 1:00 p.m. (Chicago New York time) on the 3rd 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 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 11:00 a.m. 1:00 p.m. (Chicago New York time) on the 3rd third (3rd) Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default or an Event of Default has shall have occurred and is 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 must make such election by notice to Agent in writing, by telecopy facsimile 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 until the earlier of (i) 45 days after the Closing Date or (ii) completion of primary syndication as determined by Agent.----------------------- -------------- (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, 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 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 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 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, 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 ------------ Borrower or as 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 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, 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 Restatement Closing Date, the Applicable Margins are as follows: ------------------------------------------------------ ------------------------------------------------------------ Applicable Revolver Index Margin 1.751.00% ------------------------------------------------------ ------------------------------------------------------------ Applicable Revolver LIBOR Margin 3.002.25% ------------------------------------------------------ ------------------------------------------------------------ Applicable L/C Margin 3.002.25% ------------------------------------------------------ ------------------------------------------------------------ The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by 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 June 30, 20032005. Adjustments in Applicable Margins shall be determined by reference to the following grids: ---------------------------------------------------------------------- -------------------------------------------------------------------------------- If Total Leverage Level of Ratio is: Applicable Margins: ---------------------------------------------------------------------- >=4.75 to 1.0 Level I ---------------------------------------------------------------------- >=4.00 to 1.0, but Level II <4.75 to 1.0 ---------------------------------------------------------------------- <4.00 to 1.0 Level III ---------------------------------------------------------------------- ---------------------------------------------------------------------- Applicable Margins ---------------------------------------------------------------------- Level I Level II Level III ---------------------------------------------------------------------- Applicable Revolver Index Margin 2.00% 1.75% 1.50% ---------------------------------------------------------------------- Applicable Revolver LIBOR Margin 3.25% 3.00% 2.75% ---------------------------------------------------------------------- Applicable L/C Margin 3.25% 3.00% 2.75% ---------------------------------------------------------------------- All adjustments in the Applicable Margins after September 30, 2003 shall be implemented quarterly on a prospective basis, for each calendar month commencing at least 5 days after the date of delivery to Lenders of the quarterly unaudited or annual audited (as applicable) Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower 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 a Default or 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 Default or 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 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 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 final, binding and conclusive on Borrower, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under any of Sections 8.1(a), (h) or (i), at the election of Agent (or upon the written request of Requisite Lenders), the interest rates applicable to the 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 ("Default Rate"), and all outstanding 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) Subject to the conditions 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 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. 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 $100,000 in excess of such amount. Any such election must be made by 11:00 a.m. (Chicago time) on the 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 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 11:00 a.m. (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto (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 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 until the earlier of (i) 45 days after the Closing Date or (ii) completion of primary syndication as determined by Agent. (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, 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 1.5(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 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, 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 Borrower or as a court of competent jurisdiction may otherwise order.-------- ------------------ --------------------------------------------------------------------------------

Interest and Applicable Margins. (a) Borrower (i) Prior to the Acquisition Closing Date, 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 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 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: ------------------------------------------------------ set at Level II of the Applicable Revolver Index Margin 1.75% ------------------------------------------------------ Applicable Revolver LIBOR Margin 3.00% ------------------------------------------------------ Applicable L/C Margin 3.00% ------------------------------------------------------ The grid set forth below. Prior to the Acquisition Closing Date, the Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's Borrowers' consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 five (5) days after delivery of Borrower's Borrowers' quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 30December 31, 20032002, and continuing thereafter as hereinafter provided. Adjustments in Applicable Margins shall be determined by reference to the following gridsgrids (which are in effect prior to the Acquisition Closing Date): -------------------------------------------------------------------------------------------- IF EXCESS FORMULA LEVEL OF AVAILABILITY: ---------------------------------------------------------------------- If Total Leverage Level OR APPLICABLE MARGINS: -------------------------------------------------------------------------------------------- >$75,000,000 As of Ratio is: Applicable Margins: ---------------------------------------------------------------------- >=4.75 to 1.0 any date of determination, Level I ---------------------------------------------------------------------- (a) Borrowers and their Subsidiaries on a consolidated basis, with respect to the 12-month period then ended, have EBITDA of not less than $63,000,000 and (b) Excess Formula Availability is greater than $50,000,000 -------------------------------------------------------------------------------------------- >=4.00 to 1.0$50,000,000, but <=$75,000,000 As of any date of determination, Level II (a) Borrowers and their Subsidiaries on a consolidated basis, with respect to the 12-month period then ended, have a minimum EBITDA of not less than $63,000,000 and (b) -------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------- IF EXCESS FORMULA LEVEL OF AVAILABILITY: OR APPLICABLE MARGINS: -------------------------------------------------------------------------------------------- Excess Formula Availability is greater than $25,000,000 -------------------------------------------------------------------------------------------- >$25,000,000, but <4.75 to 1.0 ---------------------------------------------------------------------- <4.00 to 1.0 =$50,000,000 N/A Level III ---------------------------------------------------------------------- ---------------------------------------------------------------------- Applicable Margins ---------------------------------------------------------------------- -------------------------------------------------------------------------------------------- >$10,000,000, but <=$25,000,000 N/A Level IV -------------------------------------------------------------------------------------------- < $10,000,000 N/A Level V -------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------- APPLICABLE MARGINS --------------------------------------------------------------------------------------- LEVEL I Level LEVEL II Level LEVEL III ---------------------------------------------------------------------- LEVEL IV LEVEL V --------------------------------------------------------------------------------------- Applicable Revolver Index Margin 2.000.0% 1.750.25% 1.500.50% ---------------------------------------------------------------------- 0.75% 1.00% --------------------------------------------------------------------------------------- Applicable Revolver LIBOR Margin 3.251.75% 3.002.00% 2.25% 2.50% 2.75% ---------------------------------------------------------------------- --------------------------------------------------------------------------------------- Applicable L/C Unused Line Fee Margin 3.250.25% 3.000.25% 2.750.375% ---------------------------------------------------------------------- All adjustments in the Applicable Margins after September 30, 2003 shall be implemented quarterly on a prospective basis, for each calendar month commencing at least 5 days after the date of delivery to Lenders of the quarterly unaudited or annual audited (as applicable) Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower 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 a Default or 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 Default or 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 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 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 final, binding and conclusive on Borrower, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under any of Sections 8.1(a), (h) or (i), at the election of Agent (or upon the written request of Requisite Lenders), the interest rates applicable to the 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 ("Default Rate"), and all outstanding 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) Subject to the conditions 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 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. 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 $100,000 in excess of such amount. Any such election must be made by 11:00 a.m. (Chicago time) on the 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 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 11:00 a.m. (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto (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 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 until the earlier of (i) 45 days after the Closing Date or (ii) completion of primary syndication as determined by Agent. (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, 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 1.5(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 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, 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 Borrower or as a court of competent jurisdiction may otherwise order.0.50% 0.50% ---------------------------------------------------------------------------------------

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with the various Loans Revolving Credit Advances or Term Loans, as applicable 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, 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 Term Loan, the Index Rate plus the Applicable Revolver Term Loan Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. As of the Closing Date, the Applicable Margins are as follows: ------------------------------------------------------ Applicable Revolver Index Margin 1.753.00% ------------------------------------------------------ Applicable Revolver LIBOR Margin 3.004.50% ------------------------------------------------------ Applicable L/C Term Loan Index Margin 3.00% ------------------------------------------------------ Applicable Term Loan LIBOR Margin 4.50% The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by 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 June 30, 2003. Adjustments in Applicable Margins shall be determined by reference to the following gridsADJUSTMENTS IN APPLICABLE MARGINS WILL BE DETERMINED BY REFERENCE TO THE FOLLOWING GRIDS: ---------------------------------------------------------------------- If Total Leverage Level of Ratio is------------------------------- --------------------------------- IF LEVERAGE RATIO IS: Applicable MarginsLEVEL OF APPLICABLE MARGINS: ---------------------------------------------------------------------- >=4.75 to 1.0 ------------------------------- --------------------------------- < 1.5x Level I ---------------------------------------------------------------------- >=4.00 to 1.0------------------------------- --------------------------------- > 1.5x, but < 2.0x Level II <4.75 to 1.0 ---------------------------------------------------------------------- <4.00 to 1.0 ------------------------------- --------------------------------- > 2.0x Level III ---------------------------------------------------------------------- ---------------------------------------------------------------------- Applicable Margins ---------------------------------------------------------------------- Level ------------------------------- --------------------------------- ------------------------------------------ ------------------------------------- APPLICABLE MARGINS ------------------------------------------ ------------------------------------- LEVEL I Level LEVEL II Level LEVEL III ---------------------------------------------------------------------- ------------------------------------------ ----------- ------------ ------------ Applicable Revolver Index Margin 2.002.50% 1.752.75% 1.503.00% ---------------------------------------------------------------------- ------------------------------------------ ----------- ------------ ------------ Applicable Revolver LIBOR Margin 3.254.00% 4.25% 4.50% ------------------------------------------ ----------- ------------ ------------ Applicable Term Loan Index Margin 2.50% 2.75% 3.00% 2.75------------------------------------------ ----------- ------------ ------------ Applicable Term Loan LIBOR Margin 4.00% ---------------------------------------------------------------------- Applicable L/C Margin 3.254.25% 3.004.50% 2.75% ---------------------------------------------------------------------- ------------------------------------------ ----------- ------------ ------------ ------------------------------------------ ----------- ------------ ------------ All adjustments in the Applicable Margins after September June 30, 2003 shall be implemented quarterly on a prospective basis, for each calendar month commencing at least 5 days after the date of delivery to Lenders of the quarterly unaudited or annual audited (as applicable) Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower 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 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 such Default or 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 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 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 final, binding and conclusive on Borrower, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under any of Sections 8.1(aSECTION 8.1(H) OR (I), (h) or (i), 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 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 ("Default RateDEFAULT RATE"), and all outstanding 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. (e) Subject to the conditions precedent set forth in Section 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 LIBOR breakage costs in accordance with Section 1.13(bSECTION 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. 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 $1,000,000 500,000 and integral multiples of $100,000 in excess of such amount. Any such election must be made by 11:00 a.m. (Chicago New York time) on the 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 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 11:00 a.m. (Chicago New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default or an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in Section 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 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 ConversionNOTICE OF CONVERSION/ContinuationCONTINUATION") in the form of Exhibit 1.5(eEXHIBIT 1.5(E). 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. (f) Notwithstanding anything to the contrary set forth in this Section 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 RateMAXIMUM 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 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 1.5(aSECTIONS 1.5(A) through 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 1.5(fSECTION 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, Agent shall, to the extent permitted by applicable law, promptly apply such excess in the order specified in Section SECTION 1.11 and thereafter shall refund any excess to Borrower or as 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 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 BorrowerBorrower Representative, the applicable 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: ------------------------------------------------------ Applicable Revolver Index Margin 1.751.250% ------------------------------------------------------ Applicable Revolver LIBOR Margin 3.002.750% ------------------------------------------------------ Applicable L/C Margin 3.002.750% ------------------------------------------------------ Applicable Unused Line Fee Margin 0.375% The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's Borrowers' consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrower's Borrowers' quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 30, 20032002. Adjustments in Applicable Margins shall be determined by reference to the following grids: ---------------------------------------------------------------------- If Total Leverage Level of Ratio isIF BOTH BORROWING AVAILABILITY IF FIXED CHARGE AND AVERAGE BORROWING 60-DAY LEVEL OF COVERAGE RATIO IS: Applicable MarginsAVAILABILITY ARE: ---------------------------------------------------------------------- >=4.75 to 1.0 APPLICABLE MARGINS: ---------------------------------------- --------------------------------------------------------------- ------------------- greater than 1.40:1.00 greater than $30,000,000 Level I ---------------------------------------------------------------------- >=4.00 to 1.0---------------------------------------- --------------------------------------------------------------- ------------------- 1.40:1.00, but greater than 1.25:1.00 less than $30,000,000, but greater than or equal to $25,000,000 Level II <4.75 ---------------------------------------- --------------------------------------------------------------- ------------------- greater than 0.90:1.00 less than $25,000,000, but greater than or equal to 1.0 ---------------------------------------------------------------------- <4.00 to 1.0 $20,000,000 Level III ---------------------------------------------------------------------- ---------------------------------------------------------------------- ---------------------------------------- --------------------------------------------------------------- ------------------- Not applicable less than $20,000,000, but greater than or equal to $15,000,000 Level IV ---------------------------------------- --------------------------------------------------------------- ------------------- Not applicable less than $15,000,000 Level V ---------------------------------------- --------------------------------------------------------------- ------------------- APPLICABLE MARGINS -------------------------------------------------------------------- LEVEL I LEVEL II LEVEL III LEVEL IV LEVEL V ------- -------- --------- -------- ------- Applicable Margins ---------------------------------------------------------------------- Level I Level II Level III ---------------------------------------------------------------------- Applicable Revolver Index Margin 2.000.750% 1.751.000% 1.501.250% ---------------------------------------------------------------------- 1.500% 1.750% Applicable Revolver LIBOR Margin 3.252.250% 3.002.500% 2.752.750% ---------------------------------------------------------------------- 3.000% 3.250% Applicable L/C Margin 3.252.250% 3.002.500% 2.752.750% ---------------------------------------------------------------------- 3.000% 3.250% Applicable Unused Line Fee Margin 0.375% 0.375% 0.375% 0.375% 0.375% If there is a disparity between the financial tests described above, the test resulting in the greater level of Applicable Margins will prevail. All adjustments in the Applicable Margins after September 30, 2003 2002 shall be implemented quarterly on a prospective basis, for each calendar month commencing at least 5 days after the date of delivery to Lenders of the quarterly unaudited or annual audited (as applicable) Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower Representative shall deliver to 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 a Default or 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 Default or 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 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 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 final, binding and conclusive on BorrowerBorrowers, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under any of Sections Section 8.1(a), (h) or (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 Representative, the interest rates applicable to the 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 ("Default Rate"), and all outstanding 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. (e) Subject to the conditions 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 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. 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 $100,000 500,000 in excess of such amount. Any such election must be made by 11:00 a.m. (Chicago time) on the 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 by 11:00 a.m. (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto (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 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 until the earlier of (i) 45 15 days after the Closing Date or (ii) completion of primary syndication as determined by Agent. (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, 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 1.5(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 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, 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 Borrower Borrowers or as 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 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, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; annum and (ii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. As of During the period from the Closing DateDate through the first anniversary thereof, the Applicable Margins are as follows: ------------------------------------------------------ Applicable Revolver Index Margin 1.75% ------------------------------------------------------ Applicable Revolver LIBOR Margin 3.00% ------------------------------------------------------ Applicable L/C Margin 3.00% ------------------------------------------------------ The shall be based on Level I (regardless of EBITDA during such period). Thereafter, the Applicable Margins shall may be adjusted (up or down) prospectively on a quarterly basis as determined by 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, 2003. Adjustments in Applicable Margins shall be determined by reference to the following gridsgrid: ---------------------------------------------------------------------- If Total Leverage Level of Ratio isLEVEL OF IF LTM EBITDA IS: Applicable MarginsAPPLICABLE MARGINS: ---------------------------------------------------------------------- >=4.75 to 1.0 < $350,000,000 Level I ---------------------------------------------------------------------- >=4.00 to 1.0, > or = $350,000,000 but < $550,000,000 Level II <4.75 to 1.0 ---------------------------------------------------------------------- <4.00 to 1.0 > or = $550,000,000 Level III ---------------------------------------------------------------------- ---------------------------------------------------------------------- Applicable Margins ---------------------------------------------------------------------- Level ------------------------------------------------------------------------------------------- APPLICABLE MARGINS ------------------------------------------------------------------------------------------- LEVEL I Level LEVEL II Level LEVEL III ---------------------------------------------------------------------- ------------------------------------------------------------------------------------------- Applicable Revolver Index Margin 2.50% 2.25% 2.00% 1.75% 1.50% ---------------------------------------------------------------------- ------------------------------------------------------------------------------------------- Applicable Revolver LIBOR Margin 3.50% 3.25% 3.00% 2.75% ---------------------------------------------------------------------- ------------------------------------------------------------------------------------------- Applicable Revolving L/C Margin 3.50% 3.25% 3.00% 2.75------------------------------------------------------------------------------------------- Applicable Synthetic L/C Margin 3.50% ---------------------------------------------------------------------- All 3.25% 3.00% ------------------------------------------------------------------------------------------- Any such adjustments in the Applicable Margins after September 30, 2003 shall be implemented quarterly on a prospective basisbasis on the fifth (5th) day following the delivery of Financial Statements in accordance with paragraphs (b) or (d), 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 , of Annex E evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Administrative Agent and Lenders a certificate, signed by its chief financial officera 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 fifth (5th) day of the first calendar month following the delivery of those Financial Statements demonstrating that such an increase is not required. If 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 third (3rd) Business Day following the date on which such Default or Event of Default is waived or curedceases to continue, as the case may be. (b) If any payment on any Loan hereunder 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 based on the LIBOR Rate or calculated by reference to clause (b) of the definition of Index Rate shall be made by 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 are payable. If the Index Rate is calculated by reference to clause (a) of the definition thereof, then computation of such interest shall be made by Administrative Agent on the basis of a 365/6-day year, as applicable, 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 Administrative Agent of an interest rate rates and Fees hereunder shall be finalconclusive, final and binding and conclusive on Borrower, absent manifest error. (d) So long as either (i) an Event of Default has occurred and is continuing under any of Sections Section 8.1(a), (h) or (i), or (ii) so long as any other Event of Default has occurred and is continuing and, in the case of this clause (ii), at the election of Administrative Agent (or upon the written request of Requisite the Majority Lenders)) confirmed by written notice from Administrative Agent to Borrower, the interest rates applicable to the 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 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 waived or waived ceases to continue, as the case may be, and shall be payable upon demand. (e) Subject to the conditions precedent set forth in Section 2.2So long as no Event of Default has occurred and is 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) Revolving Credit Advances from Index Rate Loans to LIBOR Loans, or (iii) 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 Revolving Loan shall commence on the last day of the LIBOR Period of the Loan to be continued. Borrower shall have the option to convert any LIBOR Loan to an Index Rate 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 irrespective of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration whether an Event 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 continuedDefault has occurred. Any Loan Revolving Credit Advances or group of Loans Revolving Credit 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 $100,000 1,000,000 in excess of such amount. Any such election must be made by 11:00 a.m. noon (Chicago New York time) on the 3rd third (3rd) Business Day prior to (1A) the date of any proposed Revolving Credit Advance which 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 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 11:00 a.m. noon (Chicago New York time) on the 3rd third (3rd) Business Day prior to the end of the LIBOR Period with respect thereto (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 satisfiedcontinuing), 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 Administrative Agent in writing, including 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 In furtherance of the foregoing, to the extent that any Loans are made as or converted into a LIBOR Loan until Loans on or after the Closing Date but prior to the earlier of (i) 45 forty-five (45) days after the Closing Date or and (ii) the completion of primary syndication as determined by Administrative Agent, Borrower acknowledges and agrees that to the extent additional Lenders become parties to this Agreement during such period Borrower will, at the request of Administrative Agent, be required to repay any such outstanding LIBOR Loans prior to the end of the related Interest Period (which may be repaid with the proceeds of a new Revolving Credit Advance) and will pay any associated breakage costs as provided in Section 1.13(b). (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 RateRate and any amounts received by any Lender hereunder in excess of the Maximum Lawful Rate shall be applied to the reduction of the principal amount of the Loans on a pro rata basis and not refunded to Borrower; 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 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 1.5(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 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, 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 Borrower or as 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 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 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; . The Applicable Index Margin, Applicable LIBOR Margin and (ii) with respect to the Swing Applicable Unused Line LoanFee Margin will be 1.25%, the Index Rate plus the Applicable Revolver Index Margin 3.25%, and 0.50% per annum. As , respectively, as of the Closing Date, the Applicable Margins are as follows: ------------------------------------------------------ Applicable Revolver Index Margin 1.75% ------------------------------------------------------ Applicable Revolver LIBOR Margin 3.00% ------------------------------------------------------ Applicable L/C Margin 3.00% ------------------------------------------------------ The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by 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, 2003. Adjustments in Applicable Margins shall will be determined by reference to the following grids: ---------------------------------------------------------------------- If Total Leverage Level of Ratio is: Applicable Margins: ---------------------------------------------------------------------- >=4.75 to 1.0 : 1.5:1 Level I ---------------------------------------------------------------------- >=4.00 to 1.0-------------------------------------------------------------------------------- [greater than] 1.25:1, but [less than] =1.5:1 Level II <4.75 to 1.0 ---------------------------------------------------------------------- <4.00 to 1.0 -------------------------------------------------------------------------------- [greater than] 1.0:1, but [less than] =1. 25:1 Level III ---------------------------------------------------------------------- ---------------------------------------------------------------------- -------------------------------------------------------------------------------- [less than]= 1.0:1 Level IV -------------------------------------------------------------------------------- APPLICABLE MARGINS --------------------------------------------------------------- LEVEL I LEVEL II LEVEL III LEVEL IV ------- -------- --------- -------- --------------------------------------------------------------- Applicable Margins ---------------------------------------------------------------------- Level I Level II Level III ---------------------------------------------------------------------- Applicable Revolver Index Margin 2.000.75% 1.751.00% 1.25% 1.50% ---------------------------------------------------------------------- Margin --------------------------------------------------------------- Applicable Revolver LIBOR Margin 3.252.75% 3.00% 2.75% ---------------------------------------------------------------------- Applicable L/C Margin 3.25% 3.003.50% 2.75Margin --------------------------------------------------------------- Applicable Unused 0.25% ---------------------------------------------------------------------- 0.375% 0.5% 0.5% Line Fee Margin --------------------------------------------------------------- For purposes of this SECTION 1.4(A), the Fixed Charge Coverage Ratio shall be calculated at the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2001), using the results of that Fiscal Quarter and each of the 3 immediately preceding Fiscal Quarters. All adjustments in the Applicable Margins after September 30, 2003 shall 2001 will be implemented quarterly on a prospective basis, for each calendar month commencing at least 5 five (5) days after the date of delivery to Lenders Lender of the quarterly unaudited or annual audited (as applicable) Financial Statements of Borrowers evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower Representative shall deliver to Agent and Lenders Lender 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 a Default or 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 Default or Event of Default is waived or cured. (b) If any payment on any 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 Lender 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 Agent Lender of an interest rate and Fees hereunder shall be final, binding and conclusive on Borrowerconclusive, absent manifest error. (d) So long as an Event of Default has shall have occurred and is be continuing under any of Sections 8.1(aSECTIONS 8.1(A), (hH) or (i)I) or so long as any other Default or Event of Default shall have occurred and be continuing, and at the election of Agent (or upon the Lender confirmed by written request of Requisite Lenders)notice from Lender to Borrower Representative, the interest rates applicable to the Revolving Loans and the Letter of Credit Fees shall be increased by two percentage points percent (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder ("Default RateDEFAULT RATE"), and all outstanding 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. (e) Subject 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 SECTION 2.2, Borrower Representative 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 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 LIBOR breakage costs in accordance with Section 1.13(bSECTION 1.11(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 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 Revolving Loan shall commence on the first day after the last day of the LIBOR Period of the Revolving 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 3,000,000 and integral multiples of $100,000 500,000 in excess of such amount. Any such election must be made by 11:00 10:30 a.m. (Chicago Los Angeles 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 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 11:00 10:30 a.m. (Chicago Los Angeles time) on the 3rd third (3rd) Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default or an Event of Default has shall have occurred and is be continuing or if the additional conditions precedent set forth in Section 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 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 ConversionNOTICE OF CONVERSION/ContinuationCONTINUATION") in the form of Exhibit 1.5(eEXHIBIT 1.4(E). 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. (f) Notwithstanding anything to the contrary set forth in this Section 1.5SECTION 1.4, 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, Lender 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 1.5(aSECTIONS 1.4(A) through (e)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 which 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(fSECTION 1.4(F), a court of competent jurisdiction shall finally determine 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 in the order specified in Section 1.11 SECTION 1.9 and thereafter shall refund any excess to Borrower Borrowers or as 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 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 Credit Advances, the Index Base Rate plus the Applicable Revolver Index Base Rate Margin per annum or, 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 the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. As of the Closing Date, the The Applicable Margins are through and including the First Adjustment Date shall be minus one percent (-1.0%) for Base Rate Loans and one hundred seventy-five (175) basis points for LIBOR Loans. The Applicable Margins if adjusted as followsdescribed below, shall be determined in accordance with the following table: ------------------------------------------------------ Applicable Revolver Index Margin 1.75--------------------------------------------------- -------------------------------- ------------------------------ APPLICABLE IF LEVERAGE RATIO IS: BASE RATE MARGIN APPLICABLE LIBOR MARGIN --------------------------------------------------- -------------------------------- ------------------------------ Less than 1.0 to 1.0 Minus 1% ------------------------------------------------------ Applicable Revolver LIBOR Margin 3.00Plus 175 basis points --------------------------------------------------- -------------------------------- ------------------------------ Greater than or equal to 1.0 to 1.0 but less than 1.25 to 1.0 Minus 0.5% ------------------------------------------------------ Applicable L/C Margin 3.00Plus 225 basis points --------------------------------------------------- -------------------------------- ------------------------------ Greater than or equal to 1.25 to 1.0 0% ------------------------------------------------------ Plus 275 basis points --------------------------------------------------- -------------------------------- ------------------------------ The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's Borrowers' consolidated financial performancecondition for the Fiscal Quarter then ended, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrower's Borrowers' quarterly unaudited Financial Statements to Lenders for the Fiscal Quarter ending September June 30, 20032006 (the "First Adjustment Date"). Adjustments in Applicable Margins shall be determined by reference to the following grids: ---------------------------------------------------------------------- If Total Leverage Level of Ratio is: Applicable Margins: ---------------------------------------------------------------------- >=4.75 to 1.0 Level I ---------------------------------------------------------------------- >=4.00 to 1.0, but Level II <4.75 to 1.0 ---------------------------------------------------------------------- <4.00 to 1.0 Level III ---------------------------------------------------------------------- ---------------------------------------------------------------------- Applicable Margins ---------------------------------------------------------------------- Level I Level II Level III ---------------------------------------------------------------------- Applicable Revolver Index Margin 2.00% 1.75% 1.50% ---------------------------------------------------------------------- Applicable Revolver LIBOR Margin 3.25% 3.00% 2.75% ---------------------------------------------------------------------- Applicable L/C Margin 3.25% 3.00% 2.75% ---------------------------------------------------------------------- All adjustments in the Applicable Margins after September 30, 2003 the First Adjustment Date shall be implemented quarterly on a prospective basis, for each calendar month commencing at least 5 days after the date of delivery to Lenders of the quarterly unaudited or annual audited (as applicable) Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower Representative shall deliver to Administrative Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable 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 fifth day of the first calendar month following the delivery of those Financial Statements demonstrating that such an increase is not required. If a Default Default, which is not reasonably capable of being cured, or 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 Default Default, which is not reasonably capable of being cured, or 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 Fees calculated on a per annum basis and interest shall be made by 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 are payable. The Index Base Rate is a floating rate determined for each day. Each determination by Administrative Agent of an interest rate and Fees hereunder shall be final, binding and conclusive on BorrowerBorrowers, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under any of Sections Section 8.1(a), (h) or (i)) 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 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 Loans and the Letter of Credit Fees 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 Fees otherwise applicable hereunder ("Default Rate"), and all outstanding 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. (e) Subject to the conditions 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) 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 LIBOR breakage costs in accordance with Section 1.13(b1.10(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 (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 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 $100,000 500,000 in excess of such amount. Any such election must be made by 11:00 a.m. 1:00 p.m. (Chicago New York time) on the 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 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 11:00 a.m. 1:00 p.m. (Chicago New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default 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 a Base 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 until 1.4(e) attached to the earlier of (i) 45 days after the Closing Date or (ii) completion of primary syndication as determined by AgentDisclosure Document. (f) Notwithstanding anything to the contrary set forth in this Section 1.51.4, 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 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 1.5(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 1.5(f1.4(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 1.10 and thereafter shall refund any excess to Borrower Borrowers or as 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 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 denominated in Dollars, the Dollar Index Rate plus the Applicable Dollar Revolver Index Margin per annum or, at the election of BorrowerBorrower Representative, the applicable Dollar LIBOR Rate plus the Applicable Dollar Revolver LIBOR Margin per annum, based on (ii) with respect to the aggregate Revolving Credit Advances outstanding from time to time; denominated in Sterling, the Sterling Index Rate plus the Applicable Sterling Revolver Index Margin per annum or, at the election of Borrower Representative, the applicable Sterling LIBOR Rate plus the Applicable Sterling Revolver LIBOR Margin per annum and (iiiii) with respect to the Swing Line Loan, the Dollar Index Rate plus the Applicable Dollar Revolver Index Margin per annum. As of the Closing Date, the Applicable Margins are as follows: ------------------------------------------------------ ------------------------------------------------- Applicable Dollar Revolver Index Margin 1.751.25% ------------------------------------------------------ ------------------------------------------------- Applicable Dollar Revolver LIBOR Margin 3.002.75% ------------------------------------------------------ ------------------------------------------------- Applicable Sterling Revolver Index Margin 1.25% ------------------------------------------------- Applicable Sterling Revolver LIBOR Margin 2.75% ------------------------------------------------- Applicable L/C Margin 3.002.75% ------------------------------------------------------ ------------------------------------------------- Applicable Unused Line Fee Margin 0.50% ------------------------------------------------- The Applicable Margins shall (other than the Applicable L/C Margin and the Applicable Unused Line Fee Margin) may be adjusted (up or down) prospectively on a quarterly basis as determined by 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, 2003. Adjustments in Applicable Margins shall be determined by reference to the following grids: ---------------------------------------------------------------------- If Total Leverage Level grids following receipt of Ratio is: Applicable Margins: ---------------------------------------------------------------------- >=4.75 Financial Statements with respect to 1.0 the Fiscal Quarter ending March 31, 2005: 1. 50x Level I ---------------------------------------------------------------------- -------------------------------------------------------- >=4.00 to 1.0, = 1.25x but <= 1.50x Level II <4.75 to 1.0 ---------------------------------------------------------------------- <4.00 to 1.0 -------------------------------------------------------- < 1.25x Level III ---------------------------------------------------------------------- ---------------------------------------------------------------------- -------------------------------------------------------- ------------------------------ Applicable Margins ---------------------------------------------------------------------- ------------------------------ Level I Level II Level III ---------------------------------------------------------------------- ----------------------------------------------------------------- Applicable Dollar Revolver Index Margin 2.001.00% 1.751.25% 1.50% ---------------------------------------------------------------------- ----------------------------------------------------------------- Applicable Dollar Revolver LIBOR Margin 3.252.50% 2.75% 3.00% ----------------------------------------------------------------- Applicable Sterling Revolver Index Margin 1.00% 1.25% 1.50% ----------------------------------------------------------------- Applicable Sterling Revolver LIBOR Margin 2.50% 2.75% ---------------------------------------------------------------------- Applicable L/C Margin 3.25% 3.00% 2.75% ---------------------------------------------------------------------- All adjustments ----------------------------------------------------------------- Adjustments in the such Applicable Margins after September 30, 2003 shall be implemented quarterly on a prospective basis, for each calendar month commencing at least 5 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 such 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 such Applicable Margins to the highest level set forth in the foregoing gridgrid (i.e., Level III), 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 a 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 such Default or 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 Fees calculated on a per annum basis and interest on all Loans denominated in Dollars 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. All computations of interest on all Loans denominated in Sterling shall be made by Agent on the basis of a 365-day year for the actual number of days occurring the period for which such interest is payable. The Dollar Index Rate is a and the Sterling Index Rate are floating rate rates determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be final, binding presumptive evidence of the correctness of such rates and conclusive on Borrower, absent manifest errorFees. (d) So long as an Event of Default has occurred and is continuing under any of Sections Section 8.1(a), (h) or (i), ) 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 Representative, the interest rates applicable to the 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 unless Agent or Requisite Lenders elect to impose a smaller increase (the "Default Rate"), and all outstanding 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) Subject to the conditions 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 portion of the outstanding Loans (other than the Swing Line Loan) Revolving Loan from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate 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 the outstanding 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 portion of the outstanding Revolving Loan shall commence on the first day after the last day of the LIBOR Period of the portion of the outstanding Revolving Loan to be continued. Any portion of the outstanding 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 (i) if denominated in Dollars, $5,000,000 or an integral multiple of $1,000,000 and in excess of such amount or (ii) if denominated in Sterling, 'L'3,000,000 or an integral multiples multiple of $100,000 'L'500,000 in excess of such amount. Any such election must be made by 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 be made as a LIBOR RateLoan, (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 11:00 a.m. (Chicago New York time) on the 3rd third Business Day prior to the end of the LIBOR Period with respect thereto (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 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 until the earlier of (i) 45 days after the Closing Date or (ii) completion of primary syndication as determined by Agent. (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, 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 1.5(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 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, 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 Borrower or as a court of competent jurisdiction may otherwise order.in

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Agent or Revolving Credit Agent, as appropriate, 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 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 the Swing Line Term Loan, the Index Rate plus the Applicable Revolver Term Loan Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. As of the Closing Date, the Applicable Margins are as follows: ------------------------------------------------------ Applicable Revolver Index Margin 1.751.25% ------------------------------------------------------ Applicable Revolver LIBOR Margin 3.002.75% ------------------------------------------------------ Applicable Term Loan Index Margin 1.25% Applicable Term Loan LIBOR Margin 2.75% Applicable L/C Margin 3.002.75% ------------------------------------------------------ The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's Agent and Revolving Credit Agent based upon Borrowers' consolidated financial performanceperformance as set forth in the Financial Statements, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrower's Borrowers' quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 30July 31, 20032002, and likewise each Fiscal Quarter thereafter. Adjustments in Applicable Margins shall be determined by reference to the following grids: ---------------------------------------------------------------------- If Total Leverage Level of Ratio is--------------------------------------- ------------------------------------- IF LEVERAGE RATIO IS: Applicable MarginsLEVEL OF APPLICABLE MARGINS: ---------------------------------------------------------------------- >=4.75 to 1.0 --------------------------------------- ------------------------------------- less than 2.00 Level I ---------------------------------------------------------------------- >=4.00 to 1.0--------------------------------------- ------------------------------------- less than 2.50, but greater than or equal to 2.00 Level II <4.75 --------------------------------------- ------------------------------------- greater than or equal to 1.0 ---------------------------------------------------------------------- <4.00 to 1.0 2.50 Level III ---------------------------------------------------------------------- ---------------------------------------------------------------------- Applicable Margins ---------------------------------------------------------------------- Level ------------------------------------------------------------------------------ APPLICABLE MARGINS ------------------------------------------------------------------------------ LEVEL I Level LEVEL II Level LEVEL III ---------------------------------------------------------------------- -------------------------------------- ------------ --------------- ---------- Applicable Revolver Index Margin 2.001.25% 1.50% 1.75% 1.50% ---------------------------------------------------------------------- Index Margin -------------------------------------- ------------ --------------- ---------- Applicable Revolver LIBOR Margin 3.252.75% 3.00% 3.25% -------------------------------------- ------------ --------------- ---------- Applicable Term Loan Index Margin 1.25% 1.50% 1.75% -------------------------------------- ------------ --------------- ---------- Applicable Term Loan LIBOR Margin 2.75% ---------------------------------------------------------------------- 3.00% 3.25% -------------------------------------- ------------ --------------- ---------- Applicable L/C Margin 3.252.75% 3.00% 2.753.25% ---------------------------------------------------------------------- All adjustments in the Applicable Margins after September 30, 2003 shall be implemented quarterly on a prospective basis, for each calendar month commencing at least 5 days after the date of delivery to Lenders of the quarterly unaudited or annual audited (as applicable) Financial Statements evidencing the need for an adjustment. -------------------------------------- ------------ --------------- ---------- Concurrently with the delivery of those such Financial Statements, Borrower Representative shall deliver to Agent, Revolving Credit 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 a Default or 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 Default or 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 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 are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent and Revolving Credit Agent of an interest rate and Fees hereunder shall be final, binding and conclusive on BorrowerBorrowers, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under any of Sections SECTION 8.1(a), (h) or (i), I) or so long as any other Default or Event of Default has occurred and is continuing and at the election of Agent and Revolving Credit Agent (or upon the written request of Requisite Lenders)) confirmed by written notice from Agent to Borrower Representative, the interest rates applicable to the 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 ("Default RateDEFAULT RATE"), and all outstanding 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. (e) Subject to the conditions precedent set forth in Section 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 LIBOR breakage costs in accordance with Section 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. 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 $100,000 500,000 in excess of such amount. Any such election must be made by 11:00 a.m. 12:00 p.m. (Chicago noon) (New York time) on the 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 by 11:00 a.m. 12:00 p.m. (Chicago noon) (New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default or an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in Section 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 both Agent and Revolving Credit 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 ConversionNOTICE OF CONVERSION/ContinuationCONTINUATION") in the form of Exhibit EXHIBIT 1.5(e). 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. (f) Notwithstanding anything to the contrary set forth in this Section 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 RateMAXIMUM 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, 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 and Revolving Credit 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 SECTIONS 1.5(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 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, Agent shall, to the extent permitted by applicable law, promptly apply such excess in the order specified in Section SECTION 1.11 and thereafter shall refund any excess to Borrower Borrowers or as 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 the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to Term Loan Advances, the one- month LIBOR Rate plus eight and one-half percent (8.50%) per annum; provided, that if such LIBOR Rate shall, from time to time, not be available, the rate per annum equal to the LIBOR Rate last available until such time as such LIBOR Rate is again available, and (ii) with respect to the Revolving Credit AdvancesAdvances 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 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. With respect to any Revolving Loan hereunder, based on the aggregate Revolving Credit Advances outstanding from time to time; and Applicable Margin shall be (iiA) with respect to the Swing Line LoanLIBOR Loans, the Index Rate plus the Applicable Revolver Index Margin (1) from Agreement Date until April 1, 2006 a percentage, per annum. As of the Closing Date, the Applicable Margins are as follows: ------------------------------------------------------ Applicable Revolver Index Margin 1.75% ------------------------------------------------------ Applicable Revolver LIBOR Margin 3.00% ------------------------------------------------------ Applicable L/C Margin 3.00% ------------------------------------------------------ The Applicable Margins shall be adjusted equal to 4.00%, and (up or down2) prospectively on thereafter, a quarterly basis as determined by Borrower's consolidated financial performancepercentage, 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 30per annum, 2003. Adjustments in Applicable Margins shall be determined by reference to the following gridsAverage Borrowing Availability in effect from time to time as set forth below; and (B) with respect to Index Rate Loans, (1) from the Agreement Date until April 1, 2006 a percentage, per annum, equal to 2.00%, and (2) thereafter, a percentage, per annum, determined by reference to the Average Borrowing Availability in effect from time to time as set forth below: ---------------------------------------------------------------------- If Total Leverage Average Borrowing Applicable Applicable Level of Ratio is: Applicable Margins: ---------------------------------------------------------------------- >=4.75 to 1.0 Level I ---------------------------------------------------------------------- >=4.00 to 1.0, but Level II <4.75 to 1.0 ---------------------------------------------------------------------- <4.00 to 1.0 Level III ---------------------------------------------------------------------- ---------------------------------------------------------------------- Applicable Margins ---------------------------------------------------------------------- Level I Level II Level III ---------------------------------------------------------------------- Applicable Availability Revolver LIBOR Revolver Index Margin 2.00Margin --------- --------------------------- ---------------------------- ---------------------------- I >=$10,000,000 3.00% 1.751.00% --------- --------------------------- ---------------------------- ---------------------------- II >=$7,500,000 3.50% 1.50% ---------------------------------------------------------------------- Applicable Revolver LIBOR Margin 3.25< $10,000,000 --------- --------------------------- ---------------------------- ---------------------------- III >=$5,000,000 4.00% 3.002.00% 2.75< $7,500,000 --------- --------------------------- ---------------------------- ---------------------------- IV < $5,000,000 4.50% ---------------------------------------------------------------------- Applicable L/C Margin 3.252.50% 3.00% 2.75% ---------------------------------------------------------------------- All adjustments in the Applicable Margins after September 30, 2003 Borrowing Availability shall be implemented quarterly determined on a prospective daily basis, for each calendar month commencing at least 5 days after and the date of delivery average thereof over the following respective Calculation Periods (“Average Borrowing Availability”) shall be used 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 determine the Applicable Margins to be effective for the highest level set forth in respective Fiscal Quarters of the foregoing grid, until Borrowers which begins with the first day after the last day of the first calendar month following the delivery of those Financial Statements demonstrating that such an increase is not required. If a Default or Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implementedapplicable calculation period: Calculation Periods: January 1, that reduction shall be deferred until the first day of the first calendar month following the date on which such Default or Event of Default is waived or cured. (b) 2006 through March 31, 2006 April 1, 2006 through June 30, 2006 July 1, 2006 through September 30, 2006 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. (cb) 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 year, in each case for the actual number of days occurring in the period for which such Fees and interest and Fees 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 final, binding and conclusive on BorrowerBorrowers, absent manifest error. (dc) So long as an Event of Default has occurred and is continuing under Section 6.1(a) and without notice of any kind, or so long as any other Event of Sections 8.1(a), (h) or (i), 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 Representative, the interest rates applicable to the Loans and the Letter of Credit Fees Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees Fee otherwise applicable hereunder ("“Default Rate"”), and all outstanding 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. (ed) Subject to the conditions 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 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 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. 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 $100,000 in excess of such amount. Any such election must be made by 11:00 a.m. (Chicago time) on the 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 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 11:00 a.m. (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto (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 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 until the earlier of (i) 45 days after the Closing Date or (ii) completion of primary syndication as determined by Agent.any (fe) Notwithstanding anything to the contrary set forth in this Section 1.51.2, 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 1.5(a1.2(a) through (ed), 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 1.5(f1.2(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 shall, to the extent permitted by applicable law, promptly apply such excess in the order as specified in Section 1.11 1.5(e) and thereafter shall refund any excess to Borrower Borrowers or as a such court of competent jurisdiction may otherwise order.