Common use of Interest and Applicable Margins Clause in Contracts

Interest and Applicable Margins. (a) Borrowers shall pay interest to Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender or Canadian Lender (as applicable), in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; (ii) with respect to the First Funded Revolving Credit Advances, the Index Rate plus the Applicable First Funded Revolver Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable First Funded Revolver LIBOR Margin per annum; (iii) with respect to the Canadian Advances, the Index Rate plus the Applicable First Funded Revolver Index Margin or the Applicable Revolver Index Margin per annum (as applicable) or, at the election of Borrower Representative, the applicable BA Rate plus the Applicable First Funded Revolver BA Margin or Applicable Revolver BA Margin per annum (as applicable); and (iv) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. The Applicable Margins with respect to the First Funded Revolving Loan and the Unused Line Fee are as follows: Applicable First Funded Revolver Index Margin 2.75 % Applicable First Funded Revolver LIBOR Margin 4.00 % Applicable First Funded Revolver BA Margin 4.00 % Applicable Unused Line Fee Margin 0.50 % The Applicable Margins with respect to the Revolving Credit Loans and Letters of Credit shall be adjusted by reference to the following grid: < 33 1/3 % of the lesser of (i) the Revolver Maximum Amount and (ii) the Revolver Borrowing Base Level I > 33 1 3 % but < 66 2/3 % of the lesser of (i) the Revolver Maximum Amount and (ii) the Revolver Borrowing Base Level II > 66 2/3 % of the lesser of (i) the Revolver Maximum Amount and (ii) the Revolver Borrowing Base Level III Applicable Revolver Index Margin 1.00 % 1.25 % 1.50 % Applicable Revolver LIBOR Margin 2.25 % 2.50 % 2.75 % Applicable Revolver BA Margin 2.25 % 2.50 % 2.75 % Applicable L/C Margin 2.25 % 2.50 % 2.75 % All adjustments in the Applicable Margins with respect to the Revolving Credit Loans and Letters of Credit shall be implemented on a prospective basis, based on the average daily aggregate outstanding amount of the Revolving Credit Loans and Letters of Credit for the month most recently ended, as determined by Agent on or prior to the fifth (5th) Business Day of each calendar month, with any such adjustments taking effect on the first day of the immediately succeeding calendar month. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year (other than interest on Index Rate Loans, which shall be made on the basis of a 365/366-day year), in each case for the actual number of days occurring in the period for which such interest and Fees are payable. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Sections 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 Supermajority 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 under Sections 8.1(a), (h) or (i) or election of Agent (or written request of Requisite Lenders) until that Event of Default is cured or waived and shall be payable upon demand. (i) Subject to the conditions precedent set forth in Section 2.2, Borrower Representative shall have the option to (A) request that any Revolving Credit Advance or First Funded Revolving Credit Advance be made as a LIBOR Loan, (B) convert at any time all or any part of outstanding Loans (other than a Swing Line Loan) from Index Rate Loans to LIBOR Loans, (C) 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 (D) 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 $2,500,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by 1:00 p.m. (New York time) on the third Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by 1:00 p.m. (New York time) on the 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 Representative must make such election by notice to Agent in writing, by telecopy or overnight courier (or by telephone to be confirmed in writing on the same Business Day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation-LIBOR”) in the form of Exhibit 1.5(e)(i) (ii) Subject to the conditions precedent set forth in Section 2.2, Borrower Representative shall have the option to (A) request that any Canadian Advance be made as a BA Rate Loan, (B) convert at any time all or any part of the outstanding Canadian Advances (other than the Swing Loan) from Index Rate Loans to BA Rate Loans, (C) convert any BA Rate Loan to an Index Rate Loan, subject to payment of BA Rate breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the BA Period applicable thereto, or (D) continue any BA Rate Loan as a BA Rate Loan upon the expiration of the applicable BA Period and the succeeding BA Period of that continued BA Rate Loan shall commence on the first day after the last day of the BA Period of the BA Rate Loan to be continued; provided, however, that no Loan, or any part thereof, shall be made as, converted to, or continued at the expiration of the BA Period therefor as a BA Rate Loan if any Default or Event of Default has occurred and is continuing. Any Canadian Advance or group of Canadian Advances having the same proposed BA Period to be made or continued as, or converted into, a BA Rate Loan must be in a minimum amount of $2,500,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by 1:00 pm (New York time) on the third Business Day prior to (1) the date of any proposed Canadian Advance which is to bear interest at the BA Rate, (2) the end of each BA Period with respect to any BA Rate Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Canadian Advance to a BA Rate Loan for a BA Period designated by Borrower in such election. If no election is received with respect to a BA Rate Loan by 1:00 p.m. (New York time) on the second Business Day prior to the end of the BA Period with respect thereto (or if a Default or an Event of Default has occurred and is continuing or the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that BA Rate Loan shall be converted to an Index Rate Loan at the end of its BA Period. Borrower Representative must make such election by notice to Agent in writing, by telecopy or overnight courier (or by telephone to be confirmed in writing on the same Business Day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation-BA Rate”) in the form of Exhibit 1.5(e)(ii). (f) Notwithstanding anything to the contrary set forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by 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. 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.

Interest and Applicable Margins. (a) Borrowers shall pay interest to Agent, for the ratable benefit of Lenders Lenders, in accordance with the various Loans being made by each Lender (or Canadian Lender (as applicablein the case of the Swing Line Loan, for the benefit of the Swing Line Lender), in arrears on each applicable Interest Payment Date, at the following per annum rates: (i) with respect to the Revolving Credit AdvancesAdvances which are designated as Index Rate Loans, 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 Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; (ii) with respect to the First Funded Revolving Credit Advances, the Index Rate plus the Applicable First Funded Revolver Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable First Funded Revolver LIBOR Margin per annum; (iii) with respect to the Canadian Advances, the Index Rate plus the Applicable First Funded Revolver Index Margin or the Applicable Revolver Index Margin per annum (as applicable) or, at the election of Borrower Representative, the applicable BA Rate plus the Applicable First Funded Revolver BA Margin or Applicable Revolver BA Margin per annum (as applicable)Margin; and (ivii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annumMargin. The As of the Closing Date, the Applicable Margins with respect to the First Funded Revolving Loan and the Unused Line Fee are as follows: Applicable First Funded Revolver Index Margin 2.75 % Applicable First Funded Revolver LIBOR Margin 4.00 % Applicable First Funded Revolver BA Margin 4.00 % Applicable Unused Line Fee Margin 0.50 % The Applicable Margins with respect to the Revolving Credit Loans and Letters of Credit shall be adjusted by reference to the following grid: < 33 1/3 % of the lesser of (i) the Revolver Maximum Amount and (ii) the Revolver Borrowing Base Level I > 33 1 3 % but < 66 2/3 % of the lesser of (i) the Revolver Maximum Amount and (ii) the Revolver Borrowing Base Level II > 66 2/3 % of the lesser of (i) the Revolver Maximum Amount and (ii) the Revolver Borrowing Base Level III Applicable Revolver Index Margin 1.00 % 1.25 % 1.50 0.00 % Applicable Revolver LIBOR Margin 2.25 % 2.50 % 2.75 % Applicable Revolver BA Margin 2.25 % 2.50 % 2.75 1.50 % Applicable L/C Margin 2.25 1.50 % 2.50 The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis on the first Business Day of each Fiscal Quarter as determined by average daily Borrowing Availability for the immediately preceding Fiscal Quarter, commencing October 1, 2006. Adjustments in Applicable Margins will be determined by reference to the following grids: If Average Daily Borrowing Availability for Revolving LIBOR and the Immediately Preceding Fiscal Quarter is: Revolving Index L/C > $40,000,000 - 0.75% 2.75 0.75 % All adjustments > $30,000,000 and < $40,000,000 - 0.50% 1.00 % > $20,000,000 and < $30,000,000 - 0.25% 1.25 % < $20,000,000 0.00% 1.50 % Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins with respect is to the Revolving Credit Loans and Letters of Credit be implemented, that reduction shall be implemented on a prospective basis, based on the average daily aggregate outstanding amount of the Revolving Credit Loans and Letters of Credit for the month most recently ended, as determined by Agent on or prior to the fifth (5th) Business Day of each calendar month, with any such adjustments taking effect on deferred until the first day of the immediately succeeding first calendar monthmonth following the date on which all Defaults or Events of Default are waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year (other than except interest on Index Rate Loans, which Loans shall be made on the basis of a 365/366-365/366 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 presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrowers, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Sections 8.1(aSection 6.1(a), (hf) or (i)g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower 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 unless Supermajority 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 any such Event of Default under Sections 8.1(a), (h) or (i) or election of Agent (or written request of Requisite Lenders) until that such Event of Default is cured or waived and shall be payable upon demand. (i) Subject to , but in any event, shall be payable on the conditions precedent next regularly scheduled payment date set forth in Section 2.2, herein for such Obligation. Borrower Representative shall have the option to (Ai) request that any Revolving Credit Advance or First Funded Revolving Credit Advance be made as a LIBOR Loan, (Bii) convert at any time all or any part of outstanding Loans (other than a Swing Line Loan) from Index Rate Loans to LIBOR Loans, (Ciii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR breakage costs Breakage Fee in accordance with Section 1.13(b1.3(e) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (Div) 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 $2,500,000 250,000 and integral multiples of $500,000 100,000 in excess of such amount. Any such election must be made by 1:00 p.m. (New York time) on the third Business Day prior to (1) the date of any proposed 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 1:00 p.m. (New York time) on the 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)thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Agent in writing, by telecopy fax or overnight courier (or by telephone to be confirmed in writing on the same Business Day)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation-LIBOR”) in the form of Exhibit 1.5(e)(i1.2(e) (ii) Subject to the conditions precedent set forth in Section 2.2. No Loan shall be made, Borrower Representative shall have the option to (A) request that any Canadian Advance be made converted into or continued as a BA Rate LIBOR Loan, (B) convert at any time all or any part of the outstanding Canadian Advances (other than the Swing Loan) from Index Rate Loans to BA Rate Loans, (C) convert any BA Rate Loan to an Index Rate Loan, subject to payment of BA Rate breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the BA Period applicable thereto, or (D) continue any BA Rate Loan as a BA Rate Loan upon the expiration of the applicable BA Period and the succeeding BA Period of that continued BA Rate Loan shall commence on the first day after the last day of the BA Period of the BA Rate Loan to be continued; provided, however, that no Loan, or any part thereof, shall be made as, converted to, or continued at the expiration of the BA Period therefor as a BA Rate Loan if any Default or Event of Default has occurred and is continuing. Any Canadian Advance or group of Canadian Advances having the same proposed BA Period to be made or continued as, or converted into, a BA Rate Loan must be in a minimum amount of $2,500,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by 1:00 pm (New York time) on the third Business Day prior to (1) the date of any proposed Canadian Advance which is to bear interest at the BA Rate, (2) the end of each BA Period with respect to any BA Rate Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Canadian Advance to a BA Rate Loan for a BA Period designated by Borrower in such election. If no election is received with respect to a BA Rate Loan by 1:00 p.m. (New York time) on the second Business Day prior to the end of the BA Period with respect thereto (or if a Default or an Event of Default has occurred and is continuing and Agent or the additional conditions precedent set forth in Section 2.2 shall Requisite Lenders have determined not have been satisfied), that BA Rate to make or continue any Loan shall be converted to an Index Rate as a LIBOR Loan at the end of its BA Period. Borrower Representative must make such election by notice to Agent in writing, by telecopy or overnight courier (or by telephone to be confirmed in writing on the same Business Day). In the case of any conversion or continuation, such election must be made pursuant to as a written notice (a “Notice of Conversion/Continuation-BA Rate”) in the form of Exhibit 1.5(e)(ii)result thereof. (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 rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by 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 1.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 1.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 1.5(e) and thereafter shall refund any excess to Borrowers or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) The Applicable Borrowers shall pay interest to the Applicable Agent, for the ratable benefit of the Applicable Lenders in accordance with the various Loans being made by each Lender or Canadian Lender (as applicable)Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances, the US Index Rate or the UK Index Rate, as the case may be, plus the Applicable Revolver Index Margin per annum orannum; or in the case of the US Revolving Credit Advances only, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding to such Borrower from time to time; (ii) with respect to the First Funded Revolving Credit AdvancesTerm Loan, the US Index Rate plus the Applicable First Funded Revolver Term Loan Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable First Funded Revolver LIBOR Margin per annum; and (iii) with respect to the Canadian Advances, the Index Rate plus the Applicable First Funded Revolver Index Margin or the Applicable Revolver Index Margin per annum (as applicable) or, at the election of Borrower Representative, the applicable BA Rate plus the Applicable First Funded Revolver BA Margin or Applicable Revolver BA Margin per annum (as applicable); and (iv) with respect to the Swing Line Loan, the US Index Rate plus the Applicable Revolver Index Margin per annum. The As of the Closing Date, the Applicable Margins with respect to the First Funded Revolving Loan and the Unused Line Fee are as follows: Applicable First Funded Revolver Index Margin 2.75 0.75 % Applicable First Funded Revolver LIBOR Margin 4.00 3.00 % Applicable First Funded Revolver BA Term Loan Index Margin 4.00 6.00 % Applicable Unused Line Fee L/C Margin 0.50 2.00 % The Applicable Margins with respect to the Revolving Credit Loans and Letters of Credit shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrowers’ consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrowers’ quarterly Financial Statements to Lenders for the Fiscal Quarter ending in April, 2003. Adjustments in Applicable Margins shall be determined by reference to the following gridgrids: < 33 1/3 % of the lesser of (i) the Revolver Maximum Amount and (ii) the Revolver Borrowing Base >1.50:1.0 Level I > 33 1 3 % I ³1.50: 1.0, but < 66 2/3 % of the lesser of (i) the Revolver Maximum Amount and (ii) the Revolver Borrowing Base ³ 1.25: 1.0 Level II > 66 2/3 % of the lesser of (i) the Revolver Maximum Amount and (ii) the Revolver Borrowing Base <1.25:1.0 Level III Applicable Revolver Index Margin 1.00 0.25 % 0.75 % 1.25 % 1.50 % Applicable Revolver LIBOR Margin 2.25 % 2.50 % 2.75 3.00 % 3.50 % Applicable Revolver BA Term Loan Index Margin 2.25 5.50 % 2.50 6.00 % 2.75 6.50 % Applicable L/C Margin 2.25 1.50 % 2.00 % 2.50 % 2.75 % All adjustments in the Applicable Margins with respect to the Revolving Credit Loans and Letters of Credit after April, 2003 shall be implemented quarterly on a prospective basis, basis based on the average daily aggregate outstanding amount Fixed Charge Coverage Ratio for Parent and its Subsidiaries on a consolidated basis for the 13 Fiscal Periods then ended, for each calendar month commencing at least 5 days after the date of delivery to Lenders of the Revolving Credit Loans quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower Representative shall deliver to Agents and Letters of Credit Lenders a certificate, signed by a Financial Officer, setting forth in reasonable detail the basis for the month most recently endedcontinuance of, as determined or any change in, the Applicable Margins. Borrowers hereby agree, that if at any time after receipt by the Applicable Agent on or prior of any audited Financial Statements required to be delivered hereunder, the Applicable Agent determines in its sole discretion that an unjustified reduction in the Applicable Margin has been granted to Borrowers, Borrowers shall pay upon demand therefore an amount equal to the fifth difference between (5thi) Business Day of each calendar monththe interest amount that should have been paid by Borrowers for such period but for such unjustified reduction in the Applicable Margin and (ii) the interest amount actually paid by Borrowers for such period. Failure to timely deliver any Financial Statements required in this Section 1.5(a) shall, with in addition to any such adjustments taking effect on 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 immediately succeeding first calendar monthmonth 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 the Applicable Agent on the basis of a 360-day year (other than interest on Index Rate Loans, which shall be made on the basis of a 365/366-day year), in each case for the actual number of days occurring in the period for which such interest and Fees are payable. Each of the US Index Rate and UK Index Rate is a floating rate determined for each day. Each determination by the Applicable Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Feespresumptively true, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under 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 the Applicable Agent (or upon the written request of Requisite Lenders) confirmed by written notice from the Applicable Agent to Borrower RepresentativeRepresentative or UK Borrower, as applicable, the interest rates applicable to the Loans and the Letter of Credit Fees (but not the Unused Line Fee) shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Letter of Credit Fees otherwise applicable hereunder unless Supermajority 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 under Sections 8.1(a), (h) or (i) or election of Agent (or written request of Requisite Lenders) until that Event of Default is cured or waived and shall be payable upon demand. (ie) Subject to the conditions precedent set forth in Section 2.2, Borrower Representative shall have the option to (Ai) request that any Revolving Credit Advance or First Funded US Revolving Credit Advance be made as a LIBOR Loan, (Bii) convert at any time all or any part of outstanding US Revolving Loans (other than a the Swing Line Loan) from US Index Rate Loans to LIBOR Loans, (Ciii) convert any LIBOR Loan to an a US Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.13(b1.12(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (Div) continue all or any portion of any US Revolving Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. 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 $2,500,000 and integral multiples of $500,000 1,000,000 in excess of such amount. Any such election must be made by 1:00 p.m. 11:00 a.m. (New York California time) on the third 3rd Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower Representative wishes to convert any US Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by 1:00 p.m. 11:00 a.m. (New York California time) on the third 3rd Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default or an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an a US Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to US Agent in writing, by telecopy or overnight courier (or by telephone to be confirmed in writing on the same Business Day)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation-LIBOR”) in the form of Exhibit 1.5(e)(i) (ii) Subject to the conditions precedent set forth in Section 2.2, Borrower Representative shall have the option to (A) request that any Canadian Advance be made as a BA Rate Loan, (B) convert at any time all or any part of the outstanding Canadian Advances (other than the Swing Loan) from Index Rate Loans to BA Rate Loans, (C) convert any BA Rate Loan to an Index Rate Loan, subject to payment of BA Rate breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the BA Period applicable thereto, or (D) continue any BA Rate Loan as a BA Rate Loan upon the expiration of the applicable BA Period and the succeeding BA Period of that continued BA Rate Loan shall commence on the first day after the last day of the BA Period of the BA Rate Loan to be continued; provided, however, that no Loan, or any part thereof, shall be made as, converted to, or continued at the expiration of the BA Period therefor as a BA Rate Loan if any Default or Event of Default has occurred and is continuing. Any Canadian Advance or group of Canadian Advances having the same proposed BA Period to be made or continued as, or converted into, a BA Rate Loan must be in a minimum amount of $2,500,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by 1:00 pm (New York time) on the third Business Day prior to (1) the date of any proposed Canadian Advance which is to bear interest at the BA Rate, (2) the end of each BA Period with respect to any BA Rate Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Canadian Advance to a BA Rate Loan for a BA Period designated by Borrower in such election. If no election is received with respect to a BA Rate Loan by 1:00 p.m. (New York time) on the second Business Day prior to the end of the BA Period with respect thereto (or if a Default or an Event of Default has occurred and is continuing or the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that BA Rate Loan shall be converted to an Index Rate Loan at the end of its BA Period. Borrower Representative must make such election by notice to Agent in writing, by telecopy or overnight courier (or by telephone to be confirmed in writing on the same Business Day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation-BA Rate”) in the form of Exhibit 1.5(e)(ii1.5(e). (f) Notwithstanding anything to the contrary set forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable by a Borrower 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 by such Borrower shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Applicable Agent, on behalf of the Applicable Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 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, the Applicable Agent shall, to the extent permitted by applicable law, promptly apply such excess in the order specified in Section 1.10 and thereafter shall refund any excess to the Applicable Borrower or as a court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrowers shall pay interest to Agent, for the ratable benefit of Lenders and the Fronting Lender in accordance with the various Loans being made by each Lender or Canadian Lender (as applicable)and the Fronting Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Dollar Revolving Credit Advances, the Dollar Index Rate plus the Applicable Dollar Revolver Index Margin per annum or, at the election of Borrower Representative, the applicable Dollar LIBOR Rate plus the Applicable Dollar Revolver LIBOR Margin per annum; , (ii) with respect to the First Funded Sterling Revolving Credit Advances, the Index Rate plus the Applicable First Funded Revolver Index Margin per annum or, at the election of Borrower Representative, the applicable Sterling LIBOR Rate plus the Applicable First Funded Sterling Revolver LIBOR Margin per annum; annum plus the Mandatory Cost, (iii) with respect to the Canadian AdvancesSwing Line Advances denominated in Dollars, the Dollar Index Rate plus the Applicable First Funded Revolver Index Margin or the Applicable Dollar Revolver Index Margin per annum (as applicable) or, at the election of Borrower Representative, the applicable BA Rate plus the Applicable First Funded Revolver BA Margin or Applicable Revolver BA Margin per annum (as applicable); and (iv) with respect to the Swing Line LoanAdvances denominated in Sterling, the Sterling Index Rate plus the Applicable Sterling Revolver Index Margin per annum. The As of the ClosingFourth Amendment Effective Date, the Applicable Margins with respect to the First Funded Revolving Loan and the Unused Line Fee are as follows: Applicable First Funded Dollar Revolver Index Margin 2.75 3.001.50% Applicable First Funded Dollar Revolver LIBOR Margin 4.00 4.002.50% Applicable First Funded Sterling Revolver BA Index Margin 4.00 3.001.50% Applicable Sterling Revolver LIBOR Margin 4.002.50% Applicable L/C Margin 4.002.50% Applicable Unused Line Fee Margin 0.50 1.000.625% The Applicable Margins with respect to the Revolving Credit Loans and Letters of Credit shall be adjusted by reference to the following gridgrids: < 33 1/3 25% of the lesser of (i) the Revolver Maximum Amount and (ii) the Revolver Borrowing Base Level I > 33 1 3 I >25% but < 66 2/3 75% of the lesser of (i) the Revolver Maximum Amount and (ii) the Revolver Borrowing Base Level II > 66 2/3 >75% of the lesser of (i) the Revolver Maximum Amount and (ii) the Revolver Borrowing Base Level III Applicable Dollar Revolver Index Margin 1.00 3.001.50% 1.25 3.251.75% 1.50 3.502.00% Applicable Dollar Revolver LIBOR Margin 2.25 4.002.50% 2.50 4.252.75% 2.75 4.503.00% Applicable Sterling Revolver BA Index Margin 2.25 3.001.50% 2.50 3.251.75% 2.75 3.502.00% Applicable Sterling Revolver LIBOR Margin 4.002.50% 4.252.75% 4.503.00% Applicable L/C Margin 2.25 4.002.50% 2.50 4.252.75% 2.75 4.503.00% All adjustments Adjustments in the Applicable Margins with respect to the Revolving Credit Loans and Letters of Credit shall be implemented on a prospective basiseach Business Day. If an Event of Default has occurred and is continuing at the time any reduction in such Applicable Margins is to be implemented, based on that reduction shall be deferred until the average daily aggregate outstanding amount of the Revolving Credit Loans and Letters of Credit for the month most recently ended, as determined by Agent on or prior to the fifth (5th) first Business Day following the date on which such Event of each calendar month, with any such adjustments taking effect on the first day of the immediately succeeding calendar monthDefault 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 (other than interest on Index Rate Loans, which shall be made on the basis of a 365/366-day year), in each case for the actual number of days occurring in the period for which such interest 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 in the period for which such interest is payable. The Dollar Index Rate and the Sterling Index Rate are floating rates determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Sections Section 8.1(a), (hg) or (i), h) 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 Supermajority 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 under Sections 8.1(a), (h) or (i) or election of Agent (or written request of Requisite Lenders) until that Event of Default is cured or waived and shall be payable upon demand. (i) Subject to the conditions precedent set forth in Section 2.2, Borrower Representative shall have the option to (A) request that any Revolving Credit Advance or First Funded Revolving Credit Advance be made as a LIBOR Loan, (B) convert at any time all or any part of outstanding Loans (other than a Swing Line Loan) from Index Rate Loans to LIBOR Loans, (C) 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 (D) 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 $2,500,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by 1:00 p.m. (New York time) on the third Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by 1:00 p.m. (New York time) on the 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 Representative must make such election by notice to Agent in writing, by telecopy or overnight courier (or by telephone to be confirmed in writing on the same Business Day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation-LIBOR”) in the form of Exhibit 1.5(e)(i) (ii) Subject to the conditions precedent set forth in Section 2.2, Borrower Representative shall have the option to (A) request that any Canadian Advance be made as a BA Rate Loan, (B) convert at any time all or any part of the outstanding Canadian Advances (other than the Swing Loan) from Index Rate Loans to BA Rate Loans, (C) convert any BA Rate Loan to an Index Rate Loan, subject to payment of BA Rate breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the BA Period applicable thereto, or (D) continue any BA Rate Loan as a BA Rate Loan upon the expiration of the applicable BA Period and the succeeding BA Period of that continued BA Rate Loan shall commence on the first day after the last day of the BA Period of the BA Rate Loan to be continued; provided, however, that no Loan, or any part thereof, shall be made as, converted to, or continued at the expiration of the BA Period therefor as a BA Rate Loan if any Default or Event of Default has occurred and is continuing. Any Canadian Advance or group of Canadian Advances having the same proposed BA Period to be made or continued as, or converted into, a BA Rate Loan must be in a minimum amount of $2,500,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by 1:00 pm (New York time) on the third Business Day prior to (1) the date of any proposed Canadian Advance which is to bear interest at the BA Rate, (2) the end of each BA Period with respect to any BA Rate Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Canadian Advance to a BA Rate Loan for a BA Period designated by Borrower in such election. If no election is received with respect to a BA Rate Loan by 1:00 p.m. (New York time) on the second Business Day prior to the end of the BA Period with respect thereto (or if a Default or an Event of Default has occurred and is continuing or the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that BA Rate Loan shall be converted to an Index Rate Loan at the end of its BA Period. Borrower Representative must make such election by notice to Agent in writing, by telecopy or overnight courier (or by telephone to be confirmed in writing on the same Business Day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation-BA Rate”) in the form of Exhibit 1.5(e)(ii). (f) Notwithstanding anything to the contrary set forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by 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. 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.

Interest and Applicable Margins. (a) Borrowers shall pay interest to Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender or Canadian Lender (as applicable)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 RepresentativeBorrowers, 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 First Funded Revolving Credit AdvancesTerm Loan, the Index Rate plus the Applicable First Funded Revolver Term Loan Index Margin per annum or, at the election of Borrower RepresentativeBorrowers, the applicable LIBOR Rate plus the Applicable First Funded Revolver Term Loan LIBOR Margin per annum; (iii) with respect to . As of the Canadian AdvancesClosing Date, the Index Rate plus the Applicable First Funded Revolver Index Margin or the Applicable Revolver Index Margin per annum (as applicable) or, at the election of Borrower Representative, the applicable BA Rate plus the Applicable First Funded Revolver BA Margin or Applicable Revolver BA Margin per annum (as applicable); and (iv) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. The Applicable Margins with respect to the First Funded Revolving Loan and the Unused Line Fee are as follows: Applicable First Funded Revolver Index Margin 2.75 2.00 % Applicable First Funded Revolver LIBOR Margin 4.00 3.00 % Applicable First Funded Revolver BA Term Loan Index Margin 4.00 2.00 % Applicable Unused Line Fee Term Loan LIBOR Margin 0.50 3.00 % The Applicable Margins with respect to the Revolving Credit Loans and Letters of Credit shall be adjusted by reference to the following gridgrids: < 33 1/3 Equal to or greater than 2.50:1.00 2.25 % of the lesser of (i) the Revolver Maximum Amount and (ii) the Revolver Borrowing Base Level I > 33 1 3 3.25 % Equal to or greater than 1.75:1.00 but < 66 2/3 less than 2.50:1.00 2.00 % of the lesser of (i) the Revolver Maximum Amount and (ii) the Revolver Borrowing Base Level II > 66 2/3 3.00 % of the lesser of (i) the Revolver Maximum Amount and (ii) the Revolver Borrowing Base Level III Applicable Revolver Index Margin 1.00 Equal to or greater than 1.25:1.00 but less than 1.75:1.00 1.75 % 1.25 2.75 % Less than 1.25:1.00 1.50 % Applicable Revolver LIBOR Margin 2.25 % 2.50 % 2.75 % Applicable Revolver BA Margin 2.25 % 2.50 % 2.75 % Applicable L/C Margin 2.25 % 2.50 % 2.75 % All adjustments Adjustments in the Applicable Margins commencing with respect to the Revolving Credit Loans and Letters of Credit Fiscal Quarter ending September 30, 2008 shall be implemented quarterly on a prospective basis, based on for each calendar month commencing at least five (5) days after the average daily aggregate outstanding amount date of delivery to Lenders of the Revolving Credit Loans quarterly unaudited or annual audited (as applicable) Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrowers shall deliver to Agent and Letters of Credit Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the month most recently endedcontinuance of, as determined by Agent on or prior 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 fifth (5th) Business Day of each calendar monthhighest level set forth in the foregoing grid, with any such adjustments taking effect on until the first day of the immediately succeeding first calendar monthmonth following the delivery of those Financial Statements demonstrating that such an increase is not required. If an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which such Event of Default is waived or cured. If, as a result of any restatement of or other adjustment to the Financial Statements or for any other reason, Agent or Requisite Lenders determine that (a) the Leverage Ratio as calculated by Borrowers as of any applicable date was inaccurate and (b) a proper calculation of the Leverage Ratio would have resulted in a higher level of pricing for any period, then Borrowers shall automatically and retroactively be obligated to pay to Lenders, and shall pay to Lenders promptly on demand by Agent, an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year (other than interest on or, in the case of Index Rate Loans, which shall be made calculated on the basis of a 365/366-day year), in each case for the actual number of days occurring in the period for which such interest 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 presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrowers, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under 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 RepresentativeBorrowers, 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 Supermajority 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 (x) with respect to any Event of Default under Section 8.1(a), (h) or (i), accrue from the initial date of such Event of Default under Sections 8.1(a), (h) or (iy) or election with respect to any other Event of Default, accrue from the date of receipt of written notice from Agent (or written request of Requisite Lenders) such Event of Default and shall continue until that Event of Default is cured or waived and shall be payable upon demand. (ie) Subject to the terms of Section 1.1(a)(i), Section 1.1(b)(i), this Section 1.5(e) and the conditions precedent set forth in Section 2.2, Borrower Representative Borrowers shall have the option to (Ai) request that any Revolving Credit Advance or First Funded Revolving Credit Advance Delayed Draw Term Loan be made as a LIBOR Loan, (Bii) convert at any time all or any part of outstanding Loans (other than a Swing Line Loan) from Index Rate Loans to LIBOR Loans, (Ciii) 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 (Div) 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 $2,500,000 500,000 and integral multiples of $500,000 100,000 in excess of such amount. Any such election must be made by 1:00 p.m. noon (New York time) on the third 3rd Business Day prior to (1) the date of any proposed Advance or Delayed Draw Term Loan 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 Borrowers wish to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative Borrowers in such election. If no election is received with respect to a LIBOR Loan by 1:00 p.m. noon (New York time) on the third 3rd Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default or an Event of Default 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 Borrowers must make such election by notice to Agent in writing, by telecopy or overnight courier (or by telephone to be confirmed in writing on the same Business Day)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation-LIBOR”) in the form of Exhibit 1.5(e)(i) (ii) Subject to the conditions precedent set forth in Section 2.2, Borrower Representative shall have the option to (A) request that any Canadian Advance be made as a BA Rate Loan, (B) convert at any time all or any part of the outstanding Canadian Advances (other than the Swing Loan) from Index Rate Loans to BA Rate Loans, (C) convert any BA Rate Loan to an Index Rate Loan, subject to payment of BA Rate breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the BA Period applicable thereto, or (D) continue any BA Rate Loan as a BA Rate Loan upon the expiration of the applicable BA Period and the succeeding BA Period of that continued BA Rate Loan shall commence on the first day after the last day of the BA Period of the BA Rate Loan to be continued; provided, however, that no Loan, or any part thereof, shall be made as, converted to, or continued at the expiration of the BA Period therefor as a BA Rate Loan if any Default or Event of Default has occurred and is continuing. Any Canadian Advance or group of Canadian Advances having the same proposed BA Period to be made or continued as, or converted into, a BA Rate Loan must be in a minimum amount of $2,500,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by 1:00 pm (New York time) on the third Business Day prior to (1) the date of any proposed Canadian Advance which is to bear interest at the BA Rate, (2) the end of each BA Period with respect to any BA Rate Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Canadian Advance to a BA Rate Loan for a BA Period designated by Borrower in such election. If no election is received with respect to a BA Rate Loan by 1:00 p.m. (New York time) on the second Business Day prior to the end of the BA Period with respect thereto (or if a Default or an Event of Default has occurred and is continuing or the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that BA Rate Loan shall be converted to an Index Rate Loan at the end of its BA Period. Borrower Representative must make such election by notice to Agent in writing, by telecopy or overnight courier (or by telephone to be confirmed in writing on the same Business Day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation-BA Rate”) in the form of Exhibit 1.5(e)(ii1.5(e). (f) Notwithstanding anything to the contrary set forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by 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 Borrowers or as a court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrowers shall pay interest to Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender or Canadian Lender (as applicable)Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Tranche A Revolving Credit Advances, the Index Rate plus the Applicable Tranche A Revolver Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Tranche A Revolver LIBOR Margin per annum; (ii) with respect to the First Funded Swing Line Loan, the Index Rate plus the Applicable Tranche A Revolver Index Margin per annum; and (iii) with respect to the Tranche B Revolving Credit Advances, the Index Rate plus the Applicable First Funded Tranche B Revolver Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable First Funded Tranche B Revolver LIBOR Margin per annum; (iii) with respect to . As of the Canadian AdvancesClosing Date, the Index Rate plus the Applicable First Funded Revolver Index Margin or the Applicable Revolver Index Margin per annum (as applicable) or, at the election of Borrower Representative, the applicable BA Rate plus the Applicable First Funded Revolver BA Margin or Applicable Revolver BA Margin per annum (as applicable); and (iv) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. The Applicable Margins with respect to the First Funded Revolving Loan and the Unused Line Fee are as follows: Applicable First Funded Tranche A Revolver Index Margin 2.75 0.25% Applicable First Funded Tranche A Revolver LIBOR Margin 4.00 2.00% Applicable First Funded Tranche B Revolver BA Index Margin 4.00 2.75% Applicable Unused Line Fee Tranche B Revolver LIBOR Margin 0.50 4.50% The Commencing with the calendar quarter beginning January 1, 2009, the Applicable Margins with respect to the Revolving Credit Loans Tranche A Revolver Index Margin and Letters of Credit Applicable Tranche A Revolver LIBOR Margin shall be adjusted determined by reference to the following gridgrids: < 33 1/3 % of the lesser of (i) the Revolver Maximum Amount and (ii) the Revolver Borrowing Base $75,000,000 Level I I <$100,000,000, but > 33 1 3 % but < 66 2/3 % of the lesser of (i) the Revolver Maximum Amount and (ii) the Revolver Borrowing Base $75,000,000 Level II <$150,000,000, but > 66 2/3 % of the lesser of (i) the Revolver Maximum Amount and (ii) the Revolver Borrowing Base $100,000,000 Level III <$200,000,000, but > $150,000,000 Level IV >$200,000,000 Level V Applicable Tranche A Revolver Index Margin 1.00 0.50 % 1.25 0.25 % 1.50 0.00 % 0.00 % 0.00 % Applicable Tranche A Revolver LIBOR Margin 2.25 % 2.50 2.00 % 2.75 1.75 % Applicable Revolver BA Margin 2.25 1.50 % 2.50 1.25 % 2.75 % Applicable L/C Margin 2.25 % 2.50 % 2.75 % All adjustments Adjustments in the Applicable Margins with respect to the Revolving Credit Loans and Letters of Credit shall be implemented on a prospective basisbasis for each calendar quarter following delivery to Agent of a certificate from the Credit Parties, based on the average daily aggregate outstanding amount of the Revolving Credit Loans and Letters of Credit for the month most recently ended, as determined by Agent on or prior to the fifth which certificate shall be delivered within five (5th5) Business Day Days after the end of each calendar monthquarter) stating the Average Adjusted Excess Availability for the most recently ended calendar quarter and evidencing the need for an adjustment. Failure to timely deliver such certificate shall result in an increase in the Applicable Margins to the highest level set forth in the foregoing grid, with any such adjustments taking effect on until the first day of the immediately succeeding calendar monthmonth following the delivery of such certificate demonstrating that such an increase is not required. If an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which such Event of Default is waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees shall be calculated on a per annum basis and interest shall be made calculated by Agent on the basis of a 360-day year (other than interest on Index Rate Loans, which shall be made on the basis of a 365/366-day year), in each case for the actual number of days occurring in the period for which such interest 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 presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under 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 Supermajority 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 under Sections 8.1(a), (h) or (i) or election of Agent (or written request of Requisite Lenders) until that Event of Default is cured or waived and shall be payable upon demand. (ie) Subject to the conditions precedent set forth in Section 2.2, Borrower Representative shall have the option to (Ai) request that any Tranche A Revolving Credit Advance or First Funded Tranche B Revolving Credit Advance be made as a LIBOR Loan, (Bii) convert at any time all or any part of outstanding Loans (other than a the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (Ciii) convert any LIBOR Loan to an Index Rate Loan, Loan and subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (Div) 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 $2,500,000 1,000,000 and integral multiples of $500,000 1,000,000 in excess of such amount. Any such election must be made by 1:00 p.m. no later than 12:00 noon (New York time) on the third Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election, as applicable. If no election is received with respect to a LIBOR Loan by 1:00 p.m. 12:00 noon (New York time) on the 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 Representative must make such election by notice to Agent in writing, by telecopy or overnight courier (or by telephone to be confirmed in writing on the same Business Day)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation-LIBOR”) in the form of Exhibit 1.5(e)(i1.5(e) . No Loan may be made as or converted into a LIBOR Loan until the earlier of (i) forty-five (45) days after the Closing Date or (ii) Subject to the conditions precedent set forth in Section 2.2, Borrower Representative shall have the option to (A) request that any Canadian Advance be made completion of primary syndication as a BA Rate Loan, (B) convert at any time all or any part of the outstanding Canadian Advances (other than the Swing Loan) from Index Rate Loans to BA Rate Loans, (C) convert any BA Rate Loan to an Index Rate Loan, subject to payment of BA Rate breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the BA Period applicable thereto, or (D) continue any BA Rate Loan as a BA Rate Loan upon the expiration of the applicable BA Period and the succeeding BA Period of that continued BA Rate Loan shall commence on the first day after the last day of the BA Period of the BA Rate Loan to be continued; provided, however, that no Loan, or any part thereof, shall be made as, converted to, or continued at the expiration of the BA Period therefor as a BA Rate Loan if any Default or Event of Default has occurred and is continuing. Any Canadian Advance or group of Canadian Advances having the same proposed BA Period to be made or continued as, or converted into, a BA Rate Loan must be in a minimum amount of $2,500,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made determined by 1:00 pm (New York time) on the third Business Day prior to (1) the date of any proposed Canadian Advance which is to bear interest at the BA Rate, (2) the end of each BA Period with respect to any BA Rate Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Canadian Advance to a BA Rate Loan for a BA Period designated by Borrower in such election. If no election is received with respect to a BA Rate Loan by 1:00 p.m. (New York time) on the second Business Day prior to the end of the BA Period with respect thereto (or if a Default or an Event of Default has occurred and is continuing or the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that BA Rate Loan shall be converted to an Index Rate Loan at the end of its BA Period. Borrower Representative must make such election by notice to Agent in writing, by telecopy or overnight courier (or by telephone to be confirmed in writing on the same Business Day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation-BA Rate”) in the form of Exhibit 1.5(e)(ii)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, 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. 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.