Common use of Interest Fees and Expenses Clause in Contracts

Interest Fees and Expenses. 1. Interest on the Revolving Loan and all Acquisition Term Loans shall be payable monthly as of the end of each month and shall be an amount equal to: a) the then Chase Bank Rate less a quarter of one percent, or, at ROA's election, the sum of two and one-quarter percent (2 1/4%) and the Libor, or b) subject to paragraph 3 below, if the Companies' Funded Debt to Net Worth Ratio for the preceding fiscal quarter was less than one to one (1 to 1), the then Chase Bank Rate less one half of one percent, or, at ROA' s election, the sum of one and three-quarters percent ( 1 3/4 /O) and the Libor. Interest shall be computed on a per annum basis on the average of the net balances owing by the Companies at the close of each day during such month. In the event of any change in said Chase Bank Rate, the rate hereunder shall change as of the first of the month following any change; ROA may elect to use Libor as to any new or then outstanding Revolving Loans or Acquisition Term Loans provided x) there is then no Default or unwaived Event of Default and y)ROA has advised the Agent of its election to use Libor and the Libor Period selected no later than three (3) Business Days prior to the proposed borrowing or, in the case of a Libor election with respect to a then outstanding Revolving Loan or Acquisition Term Loan, three (3) Business Days prior to the conversion of any then outstanding Revolving Loans or Acquisition Term Loan to Libor Loans and z) the election and Libor shall be effective, provided there is then no Default or unwaived Event of Default, on the fourth Business Day following said notice. The Libor elections must be for $1,000,000.00 or whole multiples thereof. No more than four (4) Libor elections may be in effect at any one time. The Agent shall be entitled to charge the Collective Loan Account i) at the rate provided for herein when due until all Obligations have been paid in full; ii) the Libor Processing Fee on the effective date of the Libor Election. All rates hereunder shall be calculated based on a 360 day year.

Interest Fees and Expenses. 1. Interest on the Revolving Loan and all Acquisition Term Loans shall be payable monthly as of the end of each month and shall be an amount equal to: a) the then Chase Bank Rate less a quarter of one percent, or, at ROA's election, the sum of two to eight and one-quarter half percent (2 1/48.50%) and the Libor, or b) subject to paragraph 3 below, if the Companies' Funded Debt to Net Worth Ratio for the preceding fiscal quarter was less than one to one (1 to 1), the then Chase Bank Rate less one half of one percent, or, at ROA' s election, the sum of one and three-quarters percent ( 1 3/4 /O) and the Libor. Interest shall be computed on a per annum basis on the average of the net balances owing by the Companies Company to CITBC in the Company's account at the close of each day during such month. This rate of interest is based on the eight and one-quarter percent (8.25%) per annum Chase Manhattan Rate as of March 6, 1997. In the event of any change in said Chase Bank Manhattan Rate, the rate hereunder shall change change, as of the first of the month following any change; ROA may elect to use Libor , so as to any new or then outstanding Revolving Loans or Acquisition Term Loans provided xremain one-quarter of one percent (0.25%) there is then no Default or unwaived Event of Default and y)ROA has advised above the Agent of its election to use Libor and the Libor Period selected no later than three (3) Business Days prior to the proposed borrowing or, in the case of a Libor election with respect to a then outstanding Revolving Loan or Acquisition Term Loan, three (3) Business Days prior to the conversion of any then outstanding Revolving Loans or Acquisition Term Loan to Libor Loans and z) the election and Libor Chase Manhattan Rate. The rate hereunder shall be effective, provided there is then no Default or unwaived Event of Default, calculated based on the fourth Business Day following said noticea 360-day year. The Libor elections must be for $1,000,000.00 or whole multiples thereof. No more than four (4) Libor elections may be in effect at any one time. The Agent CITBC shall be entitled to charge the Collective Loan Account i) Company's account at the rate provided for herein when due until all Obligations have been paid in full; ii. 2. [RESERVED] 3. In consideration of the Letter of Credit Guaranty of CITBC, the Company shall pay CITBC the Letter of Credit Guaranty Fee which shall be an amount equal to one and one-half percent (1.50%) the Libor Processing Fee per annum, payable monthly, on the effective date face amount of each Letter of Credit less the Libor Electionamount of any and all amounts previously drawn under the Letter of Credit. All rates The rate hereunder shall be calculated based on a 360 360-day year. 4. Any charges, fees, commissions, costs and expenses charged to CITBC for the Company's account by any Issuing Bank in connection with or arising out of Letters of Credit issued pursuant to this Financing Agreement or out of transactions relating thereto will be charged to the Company's account in full when charged to or paid by CITBC and when made by any such Issuing Bank shall be conclusive on CITBC. 5. The Company shall reimburse or pay CITBC, as the case may be, for (A) all Out-of-Pocket Expenses of CITBC and (B) any applicable Documentation Fee. 6. Upon the last Business Day of each month, commencing with March 31, 1997, the Company shall pay CITBC the Line of Credit Fee. 7. To induce CITBC to enter into this Financing Agreement and to extend to the Company the Revolving Loan, the Company shall pay to CITBC a Loan Facility Fee in the amount of $75,000, $37,500 of which was paid to CITBC by the Company in connection with the Company's acceptance of the Commitment Letter and the balance of which is due and payable upon execution of this Financing Agreement. 8. Upon the execution of this Financing Agreement and on each Anniversary Date thereafter, the Company shall pay to CITBC the Collateral Management Fee. 9. Upon the occurrence of an Event of Default, the Company shall pay CITBC's standard charges for, and the fees and expenses of, the CITBC personnel used by CITBC for reviewing the books and records of the Company and for verifying, testing, protecting, safeguarding, preserving or disposing of all or any part of the Collateral which shall be in addition to the Collateral Management Fee. 10. The Company hereby authorizes CITBC to charge the Company's accounts with CITBC with the amount of all payments due hereunder as such payments become due. The Company confirms that any charges which CITBC may so make to the Company's account as herein provided will be made as an accommodation to the Company and solely at CITBC's discretion.

Interest Fees and Expenses. 1. Interest on the Revolving Loan and all Acquisition Term Loans shall be payable monthly as of the end of each month and shall be an amount equal to: to the lesser of (a) the then Chase Bank Rate less a sum of (i) one quarter of one percent, or, at ROA's election, the sum of two and one-quarter percent (2 1/4%) and plus the Libor, or b) subject to paragraph 3 below, if the Companies' Funded Debt to Net Worth Ratio for the preceding fiscal quarter was less than one to one (1 to 1), the then Chase Manhattan Bank Rate less one half of one percent, or, at ROA' s election, the sum of one and three-quarters percent ( 1 3/4 /O) and the Libor. Interest shall be computed on a per annum basis on the average of the net balances owing by the Companies Company to the Agent and/or the Lenders in the Company's Revolving Loan Account at the close of each day during such monthmonth on balances other than Libor Loans and (ii) two and one quarter percent (2 1/4%) plus the applicable Libor on any Libor Loan, on a per annum basis, on the average of the net balances owing by the Company to the Agent and/or the Lenders in the Company's Revolving Loan Account at the close of each day during such month or (b) interest computed in accordance with the provisions of clause (a) but at the Maximum Legal Rate. In the event of any change in said Chase Manhattan Bank Rate, the rate hereunder under clause (i) above shall change change, as of the first of the month following any change; ROA , so as to remain one quarter of one percent (1/4%) above the Chase Manhattan Bank Rate. The rate hereunder shall be calculated based on a 360-day year, unless such calculations would result in a usurious rate, in which case interest shall be calculated on the basis of a year of 365 or 366 days (as the case may be) and for actual days elapsed. The Agent and the Lenders shall be entitled to charge the Company's Revolving Loan Account at the rate provided for herein when due until all Obligations have been paid in full. 2. The Company may elect to use Libor as to any new or then other outstanding Revolving Loans or Acquisition Term Loans provided xA) there is then no Default or unwaived Event of Default and y)ROA Default, B) the Company has so advised the Agent of its election to use Libor and the Libor Period selected no later than three (3) Business Days prior to preceding the proposed borrowing or, in the case first day of a Libor election with respect to a then outstanding Revolving Loan or Acquisition Term Loan, three (3) Business Days prior to the conversion of any then outstanding Revolving Loans or Acquisition Term Loan to Libor Loans Period and zC) the election and Libor shall be effective, provided provided, there is then no Default or unwaived Event of Default, on the fourth Business Day following said notice. The Libor elections must be for $1,000,000.00 1,000,000 or whole multiples thereof. No thereof and there shall be no more than four five (45) Libor elections may be in effect Loans outstanding at any one time. If no such election is timely made or can be made, or if the Libor rate can not be determined, then the Agent shall use the Chase Manhattan Bank Rate to compute interest. In the event the Company requests any Libor election the Company shall pay to the Agent a $500 processing fee upon the effective date of each such Libor election hereunder. In addition, the Company shall pay to the Agent for the benefit of the Lenders, upon the request of the Agent such amount or amounts as shall compensate the Agent and/or the Lenders for any loss, costs or expenses incurred by the Agent and/or the Lenders (as reasonably determined by the Agent and the Lenders) as a result of: (i) any payment or prepayment on a date other than the last day of a Libor Period for such Libor Loan, or (ii) any failure of the Company to borrow a Libor Loan on the date for such borrowing specified in the relevant notice; such compensation to include, without limitation, an amount equal to any loss or expense suffered by the Agent and/or the Lenders during the period from the date of receipt of such payment or prepayment or the date of such failure to borrow to the last day of such Libor Period if the rate of interest obtained by the Agent and/or the Lenders upon the reemployment of an amount of funds equal to the amount of such payment, prepayment or failure to borrow is less than the rate of interest applicable to such Libor Loan for such Libor Period. The determination by the Agent and/or the Lenders of the amount of any such loss or expense, when set forth in a written notice to the Company, containing the Agent's and/or the Lenders' calculations thereof in reasonable detail, shall be conclusive on the Company, in the absence of manifest error. Calculation of all amounts payable to the Agent and/or the Lenders under this paragraph with regard to Libor Loans shall be made as though the Agent and the Lenders had actually funded the Libor Loans through the purchase of deposits in the relevant market and currency, as the case may be, bearing interest at the rate applicable to such Libor Loans in an amount equal to the amount of the Libor Loans and having a maturity comparable to the relevant interest period PROVIDED, HOWEVER, that the Agent and the Lenders may fund each of the Libor Loans in any manner the Agent and the Lenders see fit and the foregoing assumption shall be used only for calculation of amounts payable under this paragraph. In addition, notwithstanding anything to the contrary contained herein, the Agent and the Lenders shall apply all proceeds of Collateral, including the Accounts, and all other amounts received by it from or on behalf of the Companies (i) initially to the Chase Manhattan Bank Rate loans and (ii) subsequently to Libor Loans; PROVIDED, HOWEVER, x) upon the occurrence of an Event of Default or y) in the event the aggregate amount of outstanding Libor Rate Loans exceeds Availability or the applicable maximum levels set forth therefor, the Agent and the Lenders may apply all such amounts received by them to the payment of Obligations in such manner and in such order as the Agent may elect in its reasonable business judgment. In the event that any such amounts are applied to Revolving Loans which are Libor Loans, such application shall be treated as a prepayment of such loans and the Agent and the Lenders shall be entitled to indemnification hereunder. 3. In consideration of the Letter of Credit Guaranty of the Agent, the Company shall pay the Agent for the benefit of the Lenders the Letter of Credit Guaranty Fee which shall be an amount equal to (a) one and one half percent (1.5%) per annum, payable monthly, on the face amount of each outstanding standby Letter of Credit less the amount of any and all amounts previously drawn under such Letters of Credit, and (b) one percent (1%) payable on the date of issuance on the face amount of each outstanding documentary Letter of Credit. 4. Any charges, fees, commissions, costs and expenses charged to the Agent and/or the Lenders for the Company's account by any Issuing Bank in connection with or arising out of Letters of Credit issued pursuant to this Financing Agreement or out of transactions relating thereto will be charged to the Company's account in full when charged to or paid by the Agent and when made by any such Issuing Bank shall be conclusive on the Agent. 5. The Company shall reimburse or pay the Agent, as the case may be, for: i) all Out-of-Pocket Expenses and ii) any applicable Documentation Fee. 6. Upon the last Business Day of each month , commencing with the last day of the month in which this Financing Agreement is executed the Company shall pay the Agent for the benefit of the Lenders the Line of Credit Fee. 7. To induce the Agent and the Lenders to enter into this Financing Agreement and to extend to the Company the Revolving Loan and Letters of Credit, the Company shall pay to the Agent (a) for the benefit of the Lenders a Loan Facility Fee in the amount of $150,000.00 (b) solely for the benefit of the Agent, an Agent's Fee in the amount of $75,000.00, each of the foregoing fees payable upon execution of this Financing Agreement. 8. Upon the date hereof and on such annual anniversary hereof the Company shall pay to the Agent the Collateral Management Fee, which shall be fully earned and not refundable or rebateable when due. 9. The Company shall pay the Agent's standard charges for, and the reasonable fees and expenses of, the Agent's personnel used by the Agent for reviewing the books and records of the Company and for verifying, testing protecting, safeguarding, preserving or disposing of all or any part of the Collateral provided, however, that the foregoing shall not be payable until the occurrence of an Event of Default if the Company is paying a Collateral Management Fee. 10. In no event shall the rates of interest hereunder exceed the Maximum Legal Rate. In the event that the Contract Rate computed under this Section 8 would exceed the Maximum Legal Rate, the rates of interest under this Financing Agreement for any such period shall be limited to the Maximum Legal Rate, but any subsequent reductions in the Contract Rate shall not reduce the rates of interest under the Financing Agreement below the Maximum Legal Rate until the total amount of interest charged hereunder equals the amount of interest that would have been charged had the Contract Rate been charged at all times. 11. The Company hereby authorizes the Agent to charge the Collective Company's Revolving Loan Account i) with the Agent with the amount of all payments due hereunder as such payments become due. The Company confirms that any charges which the Agent may so make to the Company's account as herein provided will be made as an accommodation to the Company and solely at the rate provided for herein when due until all Obligations have been paid in full; ii) the Libor Processing Fee on the effective date of the Libor Election. All rates hereunder shall be calculated based on a 360 day yearAgent's discretion.

Interest Fees and Expenses. 1. (a) Interest on the Revolving Loans (other than Libor Loans) shall be payable monthly as of the end of each month and shall be an amount equal to the sum of the applicable Revolver Non-Libor Margin plus the Chase Manhattan Bank Rate per annum, on the average of the net balances (other than Libor Loans) owing by the Company to the Lenders in the Company's account at the close of each day during such month. Any change in said Chase Manhattan Bank Rate shall be effective as of the first of the month following any change. The rates hereunder shall be calculated on a per annum basis and will be based on a 360-day year. The Agent shall be entitled to charge the Company's account at the rate provided for herein when due until all Obligations have been paid in full. Interest on the Revolving Loan and all Acquisition Term Loans which are Libor Loans shall be payable monthly as of the end of each month and shall be an amount equal to: a) the then Chase Bank Rate less a quarter of one percent, or, at ROA's election, to the sum of two and one-quarter percent (2 1/4%) the applicable Revolver Libor Margin and the Liborapplicable Libor on each then outstanding Revolving Loan which is a Libor Loan, or b) subject to paragraph 3 below, if the Companies' Funded Debt to Net Worth Ratio for the preceding fiscal quarter was less than one to one (1 to 1), the then Chase Bank Rate less one half of one percent, or, at ROA' s election, the sum of one and three-quarters percent ( 1 3/4 /O) and the Libor. Interest shall be computed on a per annum basis basis, on the average of the net balances balance owing by the Companies Company on such Libor Loan at the close of each day during such month. In the event of any change in said Chase Bank Rate, the rate hereunder shall change as of the first of the month following any change; ROA The Company may elect to use Libor as to any new or then outstanding Revolving Loans or Acquisition Term Loans provided x) there is then no unwaived Default or unwaived Event of Default Default, and y)ROA y) the Company has so advised the Agent of its election to use Libor and the Libor Period selected no later than three (3) Business Days prior to the proposed borrowing or, in the case of a Libor election with respect to a then outstanding Revolving Loan or Acquisition Term Loan, three (3) Business Days prior to the conversion of any then outstanding Revolving Loans or Acquisition Term Loan to Libor Loans and z) the election and Libor shall be effective, provided provided, there is then no unwaived Default or unwaived Event of Default, on the fourth Business Day following said notice. The Libor elections must be for $1,000,000.00 100,000.00 or whole multiples thereof. No more than four three (43) Libor elections in the aggregate may be in effect at any one timetime (including elections relating to Revolving Loans and elections relating to CAPEX Term Loans) unless the Agent agrees otherwise. If no such election is timely made or can be made, then the Agent shall use the Chase Manhattan Bank Rate to compute interest. In the event of any change in said Chase Manhattan Bank Rate, the rate hereunder shall change correspondingly, as of the first of the month following any change. The rates hereunder shall be calculated based on a 360-day year. The Agent shall be entitled to charge the Collective Loan Account i) Company's account at the rate provided for herein when due until all Obligations have been paid in full; ii) the Libor Processing Fee on the effective date of the Libor Election. All rates hereunder shall be calculated based on a 360 day year.

Interest Fees and Expenses. 1. Interest on the Revolving Loan Loans (other than Libor Loans) shall be payable monthly as of the end of each month and all Acquisition Term shall be an amount equal to the sum of the applicable Revolver Non-Libor Margin plus the Chase Manhattan Bank Rate per annum, on the average of the net balances (other than Libor Loans) owing by the Company in the Company's account at the close of each day during such month. The rates hereunder shall be calculated on a per annum basis and will be based on a 360-day year. Interest on the Revolving Loans which are Libor Loans shall be payable monthly as of the end of each month and shall be an amount equal to: a) the then Chase Bank Rate less a quarter of one percent, or, at ROA's election, to the sum of two and one-quarter percent (2 1/4%) the applicable Revolver Libor Margin and the Liborapplicable Libor on each then outstanding Revolving Loan which is a Libor Loan, or b) subject to paragraph 3 below, if the Companies' Funded Debt to Net Worth Ratio for the preceding fiscal quarter was less than one to one (1 to 1), the then Chase Bank Rate less one half of one percent, or, at ROA' s election, the sum of one and three-quarters percent ( 1 3/4 /O) and the Libor. Interest shall be computed on a per annum basis basis, on the average of the net balances owing by the Companies Company on such Libor Loan at the close of each day during such month. In the event of any change in said Chase Bank Rate, the rate hereunder shall change as of the first of the month following any change; ROA The Company may elect to use Libor as to any new or then outstanding Revolving Loans or Acquisition Term Loans provided x) there is then no Default or unwaived Event of Default (after giving effect to any cure period expressly provided for herein), and y)ROA y) the Company has so advised the Agent of its election to use Libor and the Libor Period selected no later than three (3) Business Days prior to the proposed borrowing or, in the case of a Libor election with respect to a then outstanding Revolving Loan or Acquisition Term Loan, three (3) Business Days prior to the conversion of any then outstanding Revolving Loans or Acquisition Term Loan to Libor Loans and z) the election and Libor shall be effective, provided provided, there is then no Default or unwaived Event of Default, on the fourth Business Day following said notice. The Libor elections must be for $1,000,000.00 100,000 or whole multiples thereof. No more than four (4) Libor elections may If no such election is timely made or can be made, then the Agent shall use the Chase Manhattan Bank Rate to compute interest. In the event of any change in effect at said Chase Manhattan Bank Rate, the rate hereunder shall change correspondingly, as of the first of the month following any one timechange. The rates hereunder shall be calculated based on a 360-day year. The Agent shall be entitled to charge the Collective Loan Account i) Company's account at the rate provided for herein when due until all Obligations have been paid in full; ii. 2. In consideration of the Letter of Credit Guaranty, the Company shall pay to the Agent the Letter of Credit Guaranty Fee which shall be an amount equal to one and one quarter percent (1.25%) the Libor Processing Fee per annum, payable monthly, on the effective date face amount of each outstanding Letter of Credit less the Libor Electionamount of any and all amounts previously drawn under such Letters of Credit. 3. All rates hereunder Any charges, fees, commissions, costs and expenses charged to the Agent for the Company's account by any Issuing Bank in connection with or arising out of Letters of Credit issued pursuant to this Financing Agreement or out of transactions relating thereto will be charged to the loan account in full when charged to or paid by the Agent and when made by any such Issuing Bank shall be calculated based conclusive on a 360 day yearthe Agent.

Interest Fees and Expenses. 1. Interest (A) Borrower shall pay to Agent for the account of Lenders interest on the Revolving Loan and all Acquisition Term Loans shall be payable monthly as outstanding principal balance of the end Loans, other than the outstanding principal amount of each month and shall be an amount equal to: a) the then Chase Bank Rate less a quarter of one percent, orEurodollar Advances, at ROA's election, the sum of two and one-quarter percent (2 1/4%) and the Libor, or b) subject to paragraph 3 below, if the Companies' Funded Debt to Net Worth Ratio for the preceding fiscal quarter was less than one to one (1 to 1), the then Chase Bank Rate less one half of one percent, or, at ROA' s election, the sum of one and three-quarters percent ( 1 3/4 /O) and the Libor. Interest shall be computed on a per annum basis on rate equal to (i) the average of Floating Rate plus the net balances owing by the Companies at the close of each day during such month. In the event of any change in said Chase Bank Rate, the rate hereunder shall change as of the first of the month following any change; ROA may elect to use Libor Applicable Margin for Floating Rate Advances as to any new or then outstanding the Revolving Loans or Acquisition Term Loans provided x) there is then no Default or unwaived Event of Default and y)ROA has advised the Agent of its election to use Libor and the Libor Period selected no later than three (3) Business Days prior to the proposed borrowing orLoans, in the case of a Libor election with respect to a then outstanding the Revolving Loan or Acquisition Term LoanLoans, three and (3ii) Business Days prior Floating Rate plus the Applicable Margin for Floating Rate Advances as to the conversion Term Loans, in the case of any then outstanding Revolving Loans or Acquisition the Term Loan Loans. Borrower shall pay to Libor Loans and z) Agent for the election and Libor shall be effective, provided there is then no Default or unwaived Event account of Default, Lenders interest on the fourth Business Day following said notice. The Libor elections must be for $1,000,000.00 or whole multiples thereof. No more outstanding balance of all other Liabilities (other than four (4) Libor elections may be in effect at any one time. The Agent shall be entitled to charge the Collective Loan Account iLoans) at the rate applicable to Floating Rate Advances comprising the Revolving Loans. Borrower shall pay to Agent for the account of Lenders interest on the outstanding principal balance of each Eurodollar Advance at a per annum rate equal (i) the Eurodollar Rate for such Eurodollar Advance plus the Applicable Margin for Eurodollar Advances as to the Revolving Loans, if such Eurodollar Advance comprises as part of the Revolving Loans, and (ii) Eurodollar Rate for such Eurodollar Advance plus the Applicable Margin for Eurodollar Advances as to the Term Loans, if such Eurodollar Advance comprises as part of the Term Loans, it being expressly understood and agreed that interest shall be computed by charging for the first day in each Interest Period but not for the last day in such Interest Period. Interest shall be payable on each Payment Date, commencing with the first such date to occur after the Closing Date. All interest and fees provided for herein when due until all Obligations have been paid in full; ii) the Libor Processing Fee on the effective date of the Libor Election. All rates hereunder shall be calculated based computed on the basis of a 360 360-day yearyear for the actual number of days elapsed. Following the occurrence of a Default and during the continuance thereof, Borrower shall pay to Agent for the account of Lenders interest from the date of such Default (or, in the event of a Default other than as described in Subsections 9.1(A), (H) or (I) of this Agreement, from the date of notice to such effect to Borrower from Agent) at a rate (the "Post-Default Rate") equal to the rate set forth above for each of the Liabilities (or, if higher, the from time to time Floating Rate) plus two percent (2.00%) per annum on the outstanding principal balance of all of the Liabilities and such interest shall be payable as provided above or, if sooner, on demand.

Interest Fees and Expenses. 17.1. Interest on the Revolving Loan Loans (other than Libor Loans) shall be payable monthly as of the end of each month and all Acquisition Term shall be an amount equal to the sum of the applicable Revolver Non-Libor Margin plus the Chase Manhattan Bank Rate per annum, on the average of the net balances (other than Libor Loans) owing by the Company in the Company's account at the close of each day during such month. The rates hereunder shall be calculated on a per annum basis and will be based on a 360-day year. Interest on the Revolving Loans which are Libor Loans shall be payable monthly as of the end of each month and shall be an amount equal to: a) the then Chase Bank Rate less a quarter of one percent, or, at ROA's election, to the sum of two and one-quarter percent (2 1/4%) the applicable Revolver Libor Margin and the Liborapplicable Libor on each then outstanding Revolving Loan which is a Libor Loan, or b) subject to paragraph 3 below, if the Companies' Funded Debt to Net Worth Ratio for the preceding fiscal quarter was less than one to one (1 to 1), the then Chase Bank Rate less one half of one percent, or, at ROA' s election, the sum of one and three-quarters percent ( 1 3/4 /O) and the Libor. Interest shall be computed on a per annum basis basis, on the average of the net balances owing by the Companies Company on such Libor Loan at the close of each day during such month. In the event of any change in said Chase Bank Rate, the rate hereunder shall change as of the first of the month following any change; ROA The Company may elect to use Libor as to any new or then outstanding Revolving Loans or Acquisition Term Loans provided (x) there is then no Default or unwaived Event of Default (after giving effect to any cure period expressly provided for herein), and y)ROA y) the Company has so advised the Agent of its election to use Libor and the Libor Period selected no later than three (3) Business Days prior to the proposed borrowing or, in the case of a Libor election with respect to a then outstanding Revolving Loan or Acquisition Term Loan, three (3) Business Days prior to the conversion of any then outstanding Revolving Loans or Acquisition Term Loan to Libor Loans and (z) the election and Libor shall be effective, provided provided, there is then no Default or unwaived Event of Default, on the fourth Business Day following said notice. The Libor elections must be for $1,000,000.00 100,000 or whole multiples thereof. No more than four (4) Libor elections may If no such election is timely made or can be made, then the Agent shall use the Chase Manhattan Bank Rate to compute interest. In the event of any change in effect at said Chase Manhattan Bank Rate, the rate hereunder shall change correspondingly, as of the first of the month following any one timechange. The rates hereunder shall be calculated based on a 360-day year. The Agent shall be entitled to charge the Collective Loan Account i) Company's account at the rate provided for herein when due until all Obligations have been paid in full; ii. 7.2. In consideration of the Letter of Credit Guaranty, the Company shall pay to the Agent the Letter of Credit Guaranty Fee which shall be an amount equal to one and one quarter percent (1.25%) the Libor Processing Fee per annum, payable monthly, on the effective date face amount of each outstanding Letter of Credit less the amount of any and all amounts previously drawn under such Letters of Credit. 7.3. Any charges, fees, commissions, costs and expenses charged to the Agent for the Company's account by any Issuing Bank in connection with or arising out of Letters of Credit issued pursuant to this Financing Agreement or out of transactions relating thereto will be charged to the loan account in full when charged to or paid by the Agent and when made by any such Issuing Bank shall be conclusive on the Agent. 7.4. The Company shall reimburse or pay the Agent, as the case may be, for: a) all Out-of-Pocket Expenses and b) any applicable Documentation Fees. 7.5. Upon the last Business Day of each month, commencing with June 30, 2001, the Company shall pay the Agent for the account of the Libor ElectionLenders the Line of Credit Fee. 7.6. All rates hereunder As and when due and payable under the terms of the Fee Letter, Company shall be calculated based on a 360 day yearpay to Agent, for the sole and separate account of the Agent, the fees set forth in the Fee Letter and, as and when due thereunder, such fees shall constitute Obligations thereunder.

Interest Fees and Expenses. 1. Interest on the Revolving Loan and all Acquisition Term Loans shall be payable monthly as of the end of each month and shall be an amount equal to: to (a) the then Applicable Base Rate Margin plus The Chase Manhattan Bank Rate less a quarter of one percent, or, at ROA's election, the sum of two and one-quarter percent (2 1/4%) and the Libor, or b) subject to paragraph 3 below, if the Companies' Funded Debt to Net Worth Ratio for the preceding fiscal quarter was less than one to one (1 to 1), the then Chase Bank Rate less one half of one percent, or, at ROA' s election, the sum of one and three-quarters percent ( 1 3/4 /O) and the Libor. Interest shall be computed on a per annum basis on the average of the net balances owing by each of the Companies to the Agent in such Company's Revolving Loan Account at the close of each day during such month on balances other than Libor Loans and (b) the Applicable Eurodollar Rate Margin plus the applicable Libor on any Libor Loan, on a per annum basis, on the Libor Loans owing by such Company to the Agent and/or the Lenders in such Company's Revolving Loan Account at the end of each Libor Period. In the event of any change in The Chase Manhattan Bank Rate, the rate under clause (a) above, as of the first of the month following any change, shall be equal to the Applicable Base Rate Margin plus The Chase Manhattan Bank Rate then in effect. The rates hereunder shall be calculated based on a 360-day year. The Agent and the Lenders shall be entitled to charge any of the Companies' Revolving Loan Accounts for the interest provided for herein when due. 2. Interest on the Term Loans shall be payable monthly as of the end of each month on the unpaid balance or on payment in full in an amount equal to the Applicable Term Loan Margin plus The Chase Manhattan Bank Rate per annum, on the average of the net balance of the Term Loans owing by each Company to the Agent and/or the Lenders at the close of each day during such month. In the event of any change in said The Chase Manhattan Bank Rate, the rate hereunder shall change as of the first of the month following any change; ROA , shall be equal to the Applicable Term Loan Margin plus The Chase Manhattan Bank Rate then in effect. The rate hereunder shall be calculated based on a 360 day year. The Agent and the Lenders shall be entitled to charge any of the Companies' Revolving Loan Accounts for the interest provided for herein when due. 3. The Companies may elect to use Libor as to any new or then other outstanding Revolving Loans or Acquisition Term Loans provided x(a) there is then no Default or unwaived Event of Default and y)ROA has Default, (b) the Companies have so advised the Agent of its election their election, to use Libor and the Libor Period selected no later than three (3) Business Days prior to preceding the proposed borrowing orfirst day of the selected Libor Period, in the case of a Libor election with respect to a then outstanding Revolving Loan or Acquisition Term Loan, three which event (3) Business Days prior to the conversion of any then outstanding Revolving Loans or Acquisition Term Loan to Libor Loans and zc) the election and Libor shall be effective, effective provided there is then no Default or unwaived Event of Default, on the fourth Business Day following said noticenotice and (d) no more than $40,000,000 principal amount of Libor Loans may be outstanding at any time. The Libor elections must be for $1,000,000.00 1,000,000 or whole multiples thereof. No thereof and there shall be no more than four three (43) Libor elections may be in effect Loans outstanding at any one time. If no such election is timely made or can be made, or if the Libor rate cannot be determined, then the Agent shall compute interest by reference to The Chase Manhattan Bank Rate. In addition, the Companies shall pay to the Agent for the benefit of the Lenders, upon the request of the Agent, such amount or amounts as shall compensate the Agent and/or the Lenders for any loss, costs or expenses incurred by the Agent and/or the Lenders (as reasonably determined by the Agent and the Lenders) as a result of: (i) any payment or prepayment on a date other than the last day of a Libor Period for such Libor Loan or (ii) any failure of the Companies to borrow a Libor Loan on the date for such borrowing specified in the relevant notice; such compensation to include, without limitation, an amount equal to any loss or expense suffered by the Agent and/or the Lenders during the period from the date of receipt of such payment or prepayment or the date of such failure to borrow to the last day of such Libor Period if the rate of interest obtained by the Agent and/or the Lenders upon the reemployment of an amount of funds equal to the amount of such payment, prepayment or failure to borrow is less than the rate of interest applicable to such Libor Loan for such Libor Period. The determination by the Agent and/or the Lenders of the amount of any such loss or expense, when set forth in a written notice to the Companies, containing the Agent's and/or the Lenders' calculations thereof in reasonable detail, shall be conclusive on the Companies, in the absence of manifest error. Calculation of all amounts payable to the Agent and/or the Lenders under this Paragraph 3 with regard to Libor Loans shall be made as though the Agent and/or the Lenders had actually funded the Libor Loans through the purchase of deposits in the relevant market and currency, as the case may be, bearing interest at the rate applicable to such Libor Loans in an amount equal to the amount of the Libor Loans and having a maturity comparable to the relevant interest period; provided, however, that the Agent and the Lenders may fund each of the Libor Loans in any manner the Agent and the Lenders see fit and the foregoing assumption shall be used only for calculation of amounts payable under this Paragraph 3. In addition, notwithstanding anything to the contrary contained herein, to the extent that the Agent and the Lenders apply proceeds of Collateral, including the Accounts, or other amounts received by it from or on behalf of the Companies to the Revolving Loans such application shall be (i) initially to the Revolving Loans bearing interest based on The Chase Manhattan Bank Rate and (ii) subsequently to Libor Loans; provided, however, that (x) upon the occurrence of an Event of Default or (y) in the event the aggregate amount of outstanding Libor Rate Loans exceeds Availability or the applicable maximum levels set forth therefor herein, the Agent and the Lenders may apply all such amounts received to the payment of Obligations in such manner and in such order as the Agent may elect in its reasonable business judgment. In the event that any such amounts are applied to Revolving Loans which are Libor Loans, such application shall be treated as a prepayment of such loans and the Agent and the Lenders shall be entitled to charge the Collective compensation described in this Paragraph. 4. In consideration of the Letter of Credit Guaranty of the Agent, the Company obtaining the Letter of Credit shall pay the Agent for the benefit of the Lenders the Letter of Credit Guaranty Fee which shall be an amount equal to two percent (2%) per annum, payable monthly, on the face amount of each Letter of Credit less the amount of any and all amounts previously drawn under the Letter of Credit. The Lenders shall share in such Letter of Credit Guaranty Fee in accordance with their respective agreements with the Agent. 5. Any charges, fees, commissions, costs and expenses charged to the Agent and/or the Lenders for the Companies' account by any Issuing Bank in connection with or arising out of Letters of Credit issued pursuant to this Financing Agreement or out of transactions relating thereto will be charged to the Revolving Loan Account i) at of the rate provided Company obtaining the Letter of Credit in full when charged to or paid by the Agent and when made by any such Issuing Bank shall be conclusive on the Agent. 6. The Companies shall jointly and severally reimburse or pay the Agent, as the case may be, for herein when due until all Obligations Out-of-Pocket Expenses. 7. Upon the last Business Day of each month, commencing with the last day of the month in which this Financing Agreement is executed, the Companies shall jointly and severally pay the Agent for the benefit of the Lenders the Revolving Line of Credit Fee. 8. To induce the Agent and the Lenders to enter into this Financing Agreement and to extend to the Companies the Revolving Loans, Letters of Credit Guaranty and the Term Loans, the Companies shall jointly and severally pay to the Agent for the benefit of the Lenders a Loan Facility Fee in the amount set forth in the Fee Letter upon execution of this Financing Agreement, less any amounts which may have been paid in full; ii) by way of advance towards such Loan Facility Fee prior to the Libor Processing Fee date hereof. 9. Upon the date hereof and on such annual anniversary hereof the effective date Companies shall pay to the Agent the Agent Fee, which shall be fully earned and not refundable or rebateable when due and payment for which the Companies shall jointly and severally be liable. 10. The Companies shall jointly and severally pay the Agent's standard charges for, and the fees and expenses of, the Agent personnel used by the Agent for reviewing the books and records of the Libor ElectionCompanies and for verifying, testing, protecting, safeguarding, preserving or disposing of all or any part of the Collateral; provided, however, that the foregoing shall not be payable except during the continuance of an Event of Default if the Companies are paying an Agent Fee. 11. All rates Each of the Companies hereby authorizes the Agent to charge its Revolving Loan Account with the Agent with the amount of all payments due hereunder shall as such payments become due. Each of the Companies confirms that any charges which the Agent may so make to the account of any of the Companies as herein provided will be calculated based on a 360 day yearmade as an accommodation to the Companies and solely at the Agent's discretion. The Agent may in its sole and absolute discretion allocate any of the above fees and/or any other payments due under this Financing Agreement to the Companies' respective Revolving Loan Accounts in any proportion that the Agent may decide.

Interest Fees and Expenses. 1. Interest on the Revolving Loan and all Acquisition Term Loans shall be payable monthly as of the end of each month and shall be an amount equal to: to (a) the then Chase Bank Rate less a quarter of one percent, or, at ROA's election, the sum of two and one-quarter percent (2 1/4%) and the Libor, or b) subject to paragraph 3 below, if the Companies' Funded Debt to Net Worth Ratio for the preceding fiscal quarter was less than one to one (1 to 1), the then Chase Bank Rate less one half of one percent, or, at ROA' s election, the sum of one and three-quarters percent ( 1 3/4 /O) and the Libor. Interest shall be computed on a per annum basis on the average of the net balances owing by the Companies to the Agent in the Companies' Revolving Loan Account(s) at the close of each day during such month on balances other than Libor Loans and (b) two percent (2%) plus the applicable Libor on any Libor Loan, on a per annum basis, on the average of the net balances owing by the Companies to the Agent and/or the Lenders in the Companies' Revolving Loan Account(s) at the close of each day during such month. In the event of any change in said Chase Bank Rate, the rate hereunder under clause (a) above shall change change, as of the first of the month following any change; ROA , so as to remain equal to the Chase Bank Rate. The rate hereunder shall be calculated based on a 360-day year. The Agent and the Lenders shall be entitled to charge the Companies' Revolving Loan Account(s) at the rate provided for herein when due until all Obligations have been paid in full. 2. The Companies may elect to use Libor as to any new or then outstanding Revolving Loans or Acquisition Term Loans provided xA) there is then no Default or unwaived Event of Default and y)ROA has Default, B) the Companies have so advised the Agent of its their election to use Libor and the Libor Period selected no later than three (3) Business Days prior to preceding the proposed borrowing or, in the case first day of a Libor election with respect to a then outstanding Revolving Loan or Acquisition Term Loan, three (3) Business Days prior to the conversion of any then outstanding Revolving Loans or Acquisition Term Loan to Libor Loans Period and zC) the election and Libor shall be effective, provided provided, there is then no Default or unwaived Event of Default, on the fourth Business Day following said notice. The Libor elections must be for $1,000,000.00 500,000 or whole multiples thereof. No thereof and there shall be no more than four three (43) Libor elections may be in effect Loans outstanding at any one time. The If no such election is timely made or can be made, or if the Libor rate can not be determined, then the Agent shall be entitled use the Chase Bank Rate to charge compute interest. In addition, the Collective Loan Account Companies shall pay to the Agent for the benefit of the Lenders, upon the request of the Agent such amount or amounts as shall compensate the Agent and/or the Lenders for any loss, costs or expenses incurred by the Agent and/or the Lenders (as reasonably determined by the Agent and the Lenders) as a result of: (i) at any payment or prepayment on a date other than the last day of a Libor Period for such Libor Loan, or (ii) any failure of the Companies to borrow a Libor Loan on the date for such borrowing specified in the relevant notice; such compensation to include, without limitation, an amount equal to any loss or expense suffered by the Agent and/or the Lenders during the period from the date of receipt of such payment or prepayment or the date of such failure to borrow to the last day of such Libor Period if the rate provided of interest obtained by the Agent and/or the Lenders upon the reemployment of an amount of funds equal to the amount of such payment, prepayment or failure to borrow is less than the rate of interest applicable to such Libor Loan for herein such Libor Period. The determination by the Agent and/or the Lenders of the amount of any such loss or expense, when due until all Obligations have been paid set forth in full; ii) a written notice to the Libor Processing Fee Companies, containing the Agent's and/or the Lenders' calculations thereof in reasonable detail, shall be conclusive on the effective date Company, in the absence of manifest error. Calculation of all amounts payable to the Agent and/or the Lenders under this paragraph with regard to Libor Election. All rates hereunder Loans shall be calculated based on a 360 day year.made as though the Agent and/or the Lenders had actually funded the Libor

Interest Fees and Expenses. 1. Interest on the Revolving Loan and all Acquisition Term Loans shall be payable monthly 9.1 The Bank may also charge interest to your Card Account as of the end of each month and shall be an amount equal to: follows: (a) an interest charge calculated on a daily basis on each cash advance and accruing from the then Chase Bank Rate less a quarter date of one percent, or, at ROA's election, such advance until the sum of two and one-quarter percent date upon which it is finally repaid in full; and (2 1/4%) and the Libor, or b) subject to paragraph 3 below, if the Companies' Funded Debt to Net Worth Ratio for the preceding fiscal quarter was less than one to one (1 to 1), the then Chase Bank Rate less one half of one percent, or, at ROA' s election, the sum of one and three-quarters percent ( 1 3/4 /O) and the Libor. Interest shall be computed an interest charge calculated on a per annum daily basis on the average of outstanding Charges (other than cash advances, where sub‐paragraph (a)above applies), and the net balances owing interest charge specified in this sub‐paragraph from the Transaction date to the current Statement date unless the Bank (to which the applicable Card Account relates) receives in full the total amount due as specified in the last Statement on or before the Payment Due Date stipulated in that Statement; if the total amount due as specified in the last Statement (to which the applicable Card Account relates) is not received by the Companies at Bank by the close of each day during such month. In the event of any change latest due date stipulated in said Chase Bank Ratethat Statement, the rate hereunder shall change interest charge payable under this sub‐paragraph (b) will only apply to Charges (other than cash advances as of aforesaid) incurred before the first of the month following any change; ROA may elect to use Libor as to any new or then outstanding Revolving Loans or Acquisition Term Loans provided x) there is then no Default or unwaived Event of Default and y)ROA has advised the Agent of its election to use Libor and the Libor Period selected no later than three (3) Business Days prior to the proposed borrowing or, in the case of a Libor election with respect to a then outstanding Revolving Loan or Acquisition Term Loan, three (3) Business Days prior to the conversion of any then outstanding Revolving Loans or Acquisition Term Loan to Libor Loans and z) the election and Libor shall be effective, provided there is then no Default or unwaived Event of Default, on the fourth Business Day following said notice. The Libor elections must be for $1,000,000.00 or whole multiples thereof. No more than four (4) Libor elections may be in effect at any one time. The Agent shall be entitled to charge the Collective Loan Account i) at the rate provided for herein when due until all Obligations have been paid in full; ii) the Libor Processing Fee on the effective date of the Libor Electionlast Statement as from the respective dates such Charges are incurred, notwithstanding that such Charges will not be payable until the Payment Due Date specified in the current Statement; new Transactions (other than cash advances as aforesaid) incurred between the dates of the last and current Statements are entitled to the repayment grace period subject to the Bank’s sole discretion. 9.2 The interest rates applicable (which may change from time to time in our sole discretion) are prescribed in the "Personal and home loan banking fees and limits" brochure (the "Fees and Charges Brochure"), and a copy of the Fees and Charges Brochure currently in force is supplied with this Agreement. 9.3 The Bank may also debit the following fees, charges and expenses to a Card Account: (a) an initial and/or annual fee for the use of the applicable Card Account and each Card (which may vary depending on the type of Card); (b) a handling charge for the supply of reissued or replacement Cards; (c) a handling charge for each cash advance; (d) a late payment charge, if at any time the Minimum Payment has not been paid by the latest Payment Due Date as specified in a Statement; (e) an "over limit" charge if any credit limit or cash advance limit or limit on Balance Transfer amounts applicable to a Card is exceeded; (f) an ATM balance enquiry fee if you use your Card to check your Card Account balance at an ATM outside of New Zealand; (g) an ATM cash withdrawal fee if you use your Card to withdraw cash at an ATM outside of New Zealand; (h) an international transaction fee if you use your Card to make purchases outside of New Zealand; (i) other fees, charges and expenses, at such rates and in such amounts as the Bank may from time to time determine. All rates hereunder shall be calculated based on Whenever possible, the Bank will inform you of any non‐standard charges before payment is due. 9.4 The fees, charges and expenses of the Bank (which may change from time to time) are prescribed in the Fees and Charges Brochure, and a 360 day yearcopy of the Fees and Charges Brochure currently in force is supplied with this Agreement.

Interest Fees and Expenses. 1. (a) Interest on the Revolving Loan and all Acquisition Term Loans Loans, whether bearing interest based on the Chase Bank Rate or LIBOR, shall be payable monthly in arrears as of the end of each month and month. The rate hereunder for the Chase Bank Rate Loans shall increase or decrease by an amount equal to each increase or decrease, respectively, in the Chase Bank Rate, effective as of the date of each such change. The rate hereunder for Chase Bank Rate Loans shall be calculated based on a 360-day year. CIT shall be entitled to charge the Company's Revolving Loan Account for such interest when due at the rate provided for herein until all Obligations have been paid in full. The rate hereunder for Chase Bank Rate Loans shall be an amount equal to: a) to the then Chase Bank Rate less plus a "Chase Bank Rate Margin" of one quarter of one percent, or, at ROA's election, the sum of two and one-quarter percent (2 1/40.25%) and the Libor, or b) subject to paragraph 3 below, if the Companies' Funded Debt to Net Worth Ratio for the preceding fiscal quarter was less than one to one (1 to 1), the then Chase Bank Rate less one half of one percent, or, at ROA' s election, the sum of one and three-quarters percent ( 1 3/4 /O) and the Libor. Interest shall be computed on a per annum basis on the average of the net balances owing by the Companies Company to CIT in the Revolving Loan Account at the close of each day during such month. In Upon receipt of the event quarterly financial statement following the end of any change in said the Company's fourth fiscal quarter ending December 31, 2000, the rate for Chase Bank RateRate Loans shall be based upon the following and shall be adjusted quarterly on a trailing four-quarter basis thereafter based upon the following: CHASE BANK RATE EBITDA MARGIN Less than $0 0.50% Between $0 and $10 million 0.25% $10 million or greater, up to, but not including $15 million 0.00% $15 million or greater 0.00% Notwithstanding any provision herein to the contrary, the rate hereunder for Chase Bank Rate Loans against Contract Receivables shall change as be an amount equal to the Chase Bank Rate plus one percent (1%) and will not be subject to the adjustment set forth above nor subject to LIBOR election. For purposes of interest rate calculation, all Revolving Loans shall first be attributed to the non-Contract Receivable portion of the first Borrowing Base and Revolving Loans only shall be attributed to the Contract Receivable portion of the month following Borrowing Base when no further non-Contract Receivable portion of the Borrowing Base remains. All repayments of Revolving Loans first shall be applied to Revolving Loans attributed to the Contract Receivables. (b) Notwithstanding any change; ROA may elect provision to use Libor as to any new or then the contrary contained in this Section 8, in the event that the sum of the outstanding Revolving Loans and the outstanding Letters of Credit exceeds the Revolving Line of Credit, or Acquisition Term that the outstanding Revolving Loans provided xexceeds the maximum aggregate amount available under Section 3 of this Financing Agreement, or that the outstanding Letters of Credit exceeds the maximum aggregate amount available under Section 5 of this Financing Agreement: (A) there is then no Default as a result of Revolving Loans advanced by CIT at the request of the Company (herein "Requested Overadvances"), for any one (1) or unwaived more days in any month or (B) for any other reason whatsoever (herein "Other Overadvances") and such Other Overadvances continue for five (5) or more days in any month, the average net balance of all Revolving Loans for such month shall bear interest at a rate to be determined by CIT in its reasonable judgment. Upon and after the occurrence and during the continuation of an Event of Default and y)ROA has advised the Agent of its election to use Libor and the Libor Period selected no later than three (3) Business Days prior to the proposed borrowing or, in the case of a Libor election with respect to a then outstanding Revolving Loan or Acquisition Term Loan, three (3) Business Days prior to the conversion giving of any then outstanding Revolving Loans or Acquisition Term Loan to Libor Loans and z) required notice by CIT in accordance with the election and Libor provisions of Section 10, Paragraph 10.2 hereof, all Obligations shall be effective, provided there is then no Default or unwaived Event of Default, on the fourth Business Day following said notice. The Libor elections must be for $1,000,000.00 or whole multiples thereof. No more than four (4) Libor elections may be in effect at any one time. The Agent shall be entitled to charge the Collective Loan Account i) bear interest at the rate provided for herein when due until all Obligations have been paid in full; ii) the Libor Processing Fee on the effective date Default Rate of the Libor Election. All rates hereunder shall be calculated based on a 360 day yearInterest.

Interest Fees and Expenses. 1. (a) Interest on the Revolving Loan and all Acquisition Term Loans shall be payable monthly as of the end last day of each month and month. Interest on Base Rate Loans shall be payable in an amount equal to: a) to the then Chase Bank Base Rate less a quarter of one percent, or, at ROA's election, plus the sum of two and one-quarter percent (2 1/4%) and the Libor, or b) subject to paragraph 3 below, if the Companies' Funded Debt to Net Worth Ratio for the preceding fiscal quarter was less than one to one (1 to 1), the then Chase Bank Base Rate less one half of one percent, or, at ROA' s election, the sum of one and three-quarters percent ( 1 3/4 /O) and the Libor. Interest shall be computed on a Margin per annum basis on the average of the net balances owing by the Companies Company to the Agent in the Revolving Loan Account (excluding amounts relating to LIBOR Loans) at the close of each day during such month. In the event of any change in said Chase Bank Base Rate, the rate hereunder for Base Rate Loans shall change change, as of the first date of the month following any such change; ROA may elect to use Libor , so as to any new or then outstanding Revolving Loans or Acquisition Term Loans provided x) there is then no Default or unwaived Event of Default and y)ROA has advised the Agent of its election to use Libor and the Libor Period selected no later than three (3) Business Days prior remain a percentage equal to the proposed borrowing or, in Base Rate Margin above the case of a Libor election with respect to a then outstanding Revolving Loan or Acquisition Term Loan, three (3) Business Days prior to the conversion of any then outstanding Revolving Base Rate. The rate hereunder for Base Rate Loans or Acquisition Term Loan to Libor Loans and z) the election and Libor shall be effective, provided there is then no Default or unwaived Event of Default, calculated based on the fourth Business Day following said notice. The Libor elections must be for $1,000,000.00 or whole multiples thereof. No more than four (4) Libor elections may be in effect at any one timea 360 day year. The Agent shall be entitled to charge the Collective Company's Revolving Loan Account i) at the rate provided for herein when due until all Obligations have been paid in full; ii. (b) Notwithstanding any provision to the contrary contained in this Section 8, in the event that the sum of the outstanding Revolving Loans exceeds the lesser of either (x) the Libor Processing maximum aggregate amount available under Section 3 of this Agreement or (y) the Revolving Line of Credit for any reason whatsoever (such excess amount, the "Overadvances") and such Overadvances continue for five (5) or more days in any month, the average net balance of all Revolving Loans for such month shall bear interest at the Overadvance Rate. (c) Upon and after the occurrence of an Event of Default and the giving of any required notice by the Agent in accordance with the provisions of Section 10.2, all Obligations shall bear interest at the Default Rate of Interest. (a) The Company will pay fees to the Agent pursuant to the Fee on Letter at the effective date times specified therein. (b) The Company will pay to the Agent (for the benefit of the Libor ElectionLenders) the Unused Facility Fee, payable monthly in arrears as of the last Business Day of each month following the Closing Date and, with respect to the month on which the Commitment Termination Date occurs, payable in arrears as of the Commitment Termination Date. All rates hereunder The Unused Facility Fee shall be calculated based on the actual number of days elapsed in a 360 year of 365 days per year. NY3 - 380504.07 8.3 The Company shall pay the Agent's standard charges and fees for the Agent's personnel and consultants used by the Agent for reviewing the books and records of the Company and for verifying, testing, protecting, safeguarding, preserving or disposing of all or any part of the Collateral (which fees shall be in addition to any reasonable Out-of-Pocket Expenses) (i) in connection with not more than 2 audits or inspections in any calendar year, and (ii) in all circumstances after an Event of Default has occurred and is continuing. 8.4 The Company hereby authorizes the Agent to charge the Revolving Loan Account with the amount of all payments due hereunder as such payments become due. The Company confirms that any charges which the Agent may so make to the Revolving Loan Account as herein provided will be made as an accommodation to the Company and solely at the Agent's discretion. NY3 - 380504.07 8.5 In the event that the Agent or any Lender (or any financial institution which may become a Lender) or participant shall have determined in the exercise of its reasonable business judgment that, subsequent to the Closing Date, any change in applicable law, rule, regulation or guideline regarding capital adequacy, or any change in the interpretation or administration thereof, or compliance by the Agent or such Lender or such participant with any new request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Agent's or such Lender's or such participant's capital as a consequence of its obligations hereunder to a level below that which the Agent or such Lender or such participant could have achieved but for such adoption, change or compliance (taking into consideration the Agent or such Lender or such participant's policies with respect to capital adequacy) by an amount reasonably deemed by the Agent or such Lender or such participant to be material, then, from time to time, the Company shall pay no later than five (5) Business Days following demand to the Agent or such Lender or such participant such additional amount or amounts as will compensate the Agent's or such Lender's or participant's for such reduction. In determining such amount or amounts, the Agent or such Lender or participant may use any reasonable averaging or attribution methods. The protection of this Section 8.5 shall be available to the Agent or such Lender or such participant regardless of any possible contention of invalidity or inapplicability with respect to the applicable law, regulation or condition. A certificate of the Agent or such Lender or such participant setting forth such amount or amounts as shall be necessary to compensate the Agent or such Lender or participant with respect to this Section 8.5 and the calculation thereof when delivered to the Company shall be conclusive on the Company absent manifest error. Notwithstanding anything in this paragraph to the contrary, in the event the Agent or such Lender or participant has exercised its rights pursuant to this paragraph, and subsequent thereto determines that the additional amounts paid by the Company in whole or in part exceed the amount which the Agent or such Lender or such participant actually required to be made whole, the excess, if any, shall be returned to the Company by the Agent or such Lender or such participant. 8.6 In the event that any applicable law, treaty, rule or governmental regulation, or any change therein or in the interpretation or application thereof, or compliance by the Agent or such Lender or such participant with any request or directive (whether or not having the force of law) from any central bank or other financial, monetary or other authority, shall: (i) subject the Agent or such Lender or such participant to any tax of any kind whatsoever with respect to this Agreement or change the basis of taxation of payments to the Agent or such Lender or such participant of principal, fees, interest or any other amount payable hereunder or under any other documents (except for Excluded Taxes); (ii) impose, modify or hold applicable any reserve, special deposit, assessment or similar requirement against assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by the Agent or such Lender or such participant by reason of or in respect to this Agreement and the Loan Documents, including (without limitation) pursuant to Regulation D of the Board of Governors of the Federal Reserve System; or (iii) impose on the Agent or such Lender or such participant any other condition with respect to this Agreement or any other document, and the result of any of the foregoing is to increase the cost to the Agent or such Lender or such participant of making, renewing or maintaining its loans hereunder by an amount that the Agent or such Lender or such participant deems to be material in the exercise of its reasonable business judgment or to reduce the amount of any payment (whether of principal, interest or otherwise) in respect of any of the loans by an amount that the Agent or such Lender or such participant deems to be material in the exercise of its reasonable business judgment, then, in any case the Company shall pay the Agent or such Lender or such participant, within five (5) Business Days following its demand, such additional cost or such reduction, as the case may be (including any additional tax or charge which may be imposed upon the increased payment made pursuant to this Section 8.6 so that the Agent or such Lender or participant receives the same amount it would have received but for the imposition of such increased costs, tax or requirement). The Agent or such Lender or such participant shall certify the amount of such additional cost or reduced amount to the Company and the calculation thereof and such certification shall be conclusive upon the Company absent manifest error. Notwithstanding anything in this paragraph to the NY3 - 380504.07 contrary, in the event the Agent or such Lender or such participant has exercised its rights pursuant to this paragraph, and subsequent thereto determine that the additional amounts paid by the Company in whole or in part exceed the amount which the Agent or such Lender or such participant actually required pursuant hereto, the excess, if any, shall be returned to the Company by the Agent or such Lender or such participant. 8.7 The Company may request LIBOR Loans on the following terms and conditions: (a) The Company may elect, subsequent to the Closing Date and from time to time thereafter, (i) to request any loan made hereunder to be a LIBOR Loan as of the date of such loan or (ii) to convert Base Rate Loans to LIBOR Loans, and may elect from time to time to convert LIBOR Loans to Base Rate Loans by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election, provided that any such conversion of LIBOR Loans to Base Rate Loans shall only be made, subject to the second following sentence, on the last day yearof an Interest Period with respect thereto. Should the Company elect to convert Base Rate Loans to LIBOR Loans, it shall give the Agent at least three Business Days' prior irrevocable notice of such election. If the last day of an Interest Period with respect to a loan that is to be converted is not a Business Day or Working Day, then such conversion shall be made on the next succeeding Business Day or Working Day, as the case may be, and during the period from such last day of an Interest Period to such succeeding Business Day, as the case may be, such loan shall bear interest as if it were a Base Rate Loan. All or any part of outstanding Base Rate Loans then outstanding with respect to Revolving Loans may be converted to LIBOR Loans as provided herein, provided that partial conversions shall be in multiples in an aggregate principal amount of $1,000,000 or more. (b) Any LIBOR Loans may be continued as such upon the expiration of an Interest Period, provided the Company so notifies the Agent, at least three (3) Business Days' prior to the expiration of said Interest Period, and provided, further, that a LIBOR Loan shall be automatically converted to a Base Rate Loan on the last day of an Interest Period if an Event of Default or event that would constitute an Event of Default but for the requirement that notice be given or time elapse is continuing. Absent such notification, LIBOR Loans shall convert to Base Rate Loans on the last day of the applicable Interest Period. Each notice of election, conversion or continuation furnished by the Company pursuant hereto shall specify whether such election, conversion or continuation is for a one, two, or three month period. Notwithstanding anything to the contrary contained herein, the Agent (or any participant or Lender, if applicable) shall not be required to purchase United States Dollar deposits in the London interbank market or from any other applicable LIBOR market or source or otherwise "match fund" to fund LIBOR Loans, but any and all provisions hereof relating to LIBOR Loans shall be deemed to apply as if the Agent (and any participant or Lender, if applicable) had purchased such deposits to fund any LIBOR Loans. NY3 - 380504.07 (c) The Company may request a LIBOR Loan, convert any Base Rate Loan or continue any LIBOR Loan provided there is then no Event of Default or event that would constitute an Event of Default but for the requirement that notice be given or time elapse continuing that has not been waived. 8.8 (a) The LIBOR Loans shall bear interest for each Interest Period with respect thereto on the unpaid principal amount thereof at a rate per annum equal to LIBOR determined for each Interest Period in accordance with the terms hereof, plus the LIBOR Rate Margin.

Interest Fees and Expenses. 1(a) Interest on the Revolving Loans (other than LIBOR Loans) shall be payable monthly as of the end of each month and shall be an amount equal to the Chase Bank Rate per annum plus the Applicable Margin attributable to Chase Bank Rate Loans on the average of the net balances (other than LIBOR Loans) owing by the Borrowers to the Lenders in the Borrowers' Revolving Loan Account at the close of each day during such month. Interest on the Revolving Loan and all Acquisition Term Loans which are LIBOR Loans shall be payable monthly as of the end of each month and shall be an amount equal to: a) the then Chase Bank Rate less a quarter of one percent, or, at ROA's election, to the sum of two and one-quarter percent (2 1/4%) the Applicable Margin attributable to LIBOR Loans and the Liborapplicable LIBOR on each then outstanding Revolving Loan which is a LIBOR Loan, or b) subject to paragraph 3 below, if the Companies' Funded Debt to Net Worth Ratio for the preceding fiscal quarter was less than one to one (1 to 1), the then Chase Bank Rate less one half of one percent, or, at ROA' s election, the sum of one and three-quarters percent ( 1 3/4 /O) and the Libor. Interest shall be computed on a per annum basis basis, on the average of the net balances owing by the Companies Borrowers on such LIBOR Loan at the close of each day during such month. The Borrowers may elect to use LIBOR as to any new or then outstanding Revolving Loans subject to the provisions of Sections 8.13 through 8.20 hereof. If no such election is timely made or can be made, then the Agent shall use the Chase Bank Rate to compute interest. In the event of any change in said Chase Bank Rate, the rate hereunder shall change correspondingly, as of the first of the month following any change; ROA may elect to use Libor as to any new or then outstanding Revolving Loans or Acquisition Term Loans provided x) there is then no Default or unwaived Event of Default and y)ROA has advised the Agent of its election to use Libor and the Libor Period selected no later than three (3) Business Days prior to the proposed borrowing or, in the case of a Libor election with respect to a then outstanding Revolving Loan or Acquisition Term Loan, three (3) Business Days prior to the conversion of any then outstanding Revolving Loans or Acquisition Term Loan to Libor Loans and z) the election and Libor . All rates hereunder shall be effective, provided there is then no Default or unwaived Event of Default, calculated based on the fourth Business Day following said notice. The Libor elections must be for $1,000,000.00 or whole multiples thereof. No more than four (4) Libor elections may be in effect at any one timea 360-day year. The Agent shall be entitled to charge the Collective Borrowers' Revolving Loan Account i) at the rate provided for herein when due until all Obligations have been paid in full; . (b) Notwithstanding any provision to the contrary contained in this Section 8, in the event that the sum of (i) the outstanding Revolving Loans, and (ii) the Libor Processing Fee Availability Reserve(s) exceed the Borrowing Base: (A) as a result of Revolving Loans advanced by the Agent at the request of the Borrowers or any one of them (herein "Requested Overadvances"), for any one (1) or more Business Days in any month, or (B) for any other reason whatsoever (herein "Other Overadvances") and such Other Overadvances continue for five (5) or more Business Days in any month, the average net balance of all Revolving Loans for such period during which an Overadvance is in effect shall bear interest at the Overadvance Rate. 8.2 Interest on the effective date Term Loan (other than LIBOR Loans) shall be payable monthly as of the Libor Electionend of each month and shall be an amount equal to the Chase Bank Rate per annum plus the Applicable Margin attributable to Chase Bank Rate Loans on the outstanding principal amount of the Term Loan from time to time outstanding during such month. Interest on the Term Loan which are LIBOR Loans shall be payable monthly as of the end of each month and shall be an amount equal to the sum of the Applicable Margin attributable to LIBOR Loans and the applicable LIBOR on the then outstanding principal amount of the Term Loan which is a LIBOR Loan. The Borrowers may elect to use LIBOR as to any portion of the then outstanding principal balance of the Term Loan subject to the provisions of Sections 8.13 through 8.20 hereof. If no such election is timely made or can be made, then the Agent shall use the Chase Bank Rate to compute interest. In the event of any change in said Chase Bank Rate, the rate hereunder shall change correspondingly, as of the first of the month following any change. All rates hereunder shall be calculated based on a 360 360-day year. The Agent shall be entitled to charge the Borrowers' Revolving Loan Account at the rate provided for herein when due until all Obligations have been paid in full. 8.3 In consideration of the Letter of Credit Guaranty of the Agent, the Borrowers shall pay the Agent, for the benefit of Lenders, the Letter of Credit Guaranty Fee which shall be an amount equal to one and one quarter percent (1.25%) per annum on the face amount of each outstanding Letter of Credit issued by an Issuing Bank pursuant hereto less the amount of any and all amounts previously drawn under such Letter of Credit, payable monthly. 8.4 Any and all charges, fees, commissions, costs and expenses charged to the Agent for the Borrowers' account by any Issuing Bank in connection with, or arising out of, Letters of Credit or out of transactions relating thereto will be charged to the Revolving Loan Account in full when charged to, or paid by the Agent, or as may be due upon any termination of this Financing Agreement hereof, and when made by any such Issuing Bank shall be conclusive on the Agent. 8.5 Each of the Borrowers shall reimburse or pay the Agent, as the case may be, for: (a) all Out-of-Pocket Expenses and (b) any applicable Documentation Fee. 8.6 Upon the last Business Day of each month, the Borrowers shall pay to the Agent, for the benefit of Revolving Lenders, the Unused Line Fee. 8.7 Upon and after the occurrence of an Event of Default and the giving of any required notice by the Agent in accordance with the provisions of Section 10, Paragraph 10.2 hereof, all Obligations shall bear interest at the Default Rate of Interest.

Interest Fees and Expenses. 1. Interest on the Revolving Loan and all Acquisition Term Loans shall be payable monthly 9.1 The Bank may also charge interest to your Card Account as of the end of each month and shall be an amount equal to: follows: (a) an interest charge calculated on a daily basis on each cash advance and accruing from the then Chase Bank Rate less a quarter date of one percent, or, at ROA's election, such advance until the sum of two and one-quarter percent date upon which it is finally repaid in full; and (2 1/4%) and the Libor, or b) subject to paragraph 3 below, if the Companies' Funded Debt to Net Worth Ratio for the preceding fiscal quarter was less than one to one (1 to 1), the then Chase Bank Rate less one half of one percent, or, at ROA' s election, the sum of one and three-quarters percent ( 1 3/4 /O) and the Libor. Interest shall be computed an interest charge calculated on a per annum daily basis on the average of outstanding Charges (other than cash advances, where sub‐paragraph (a) above applies), and the net balances owing interest charge specified in this sub‐paragraph from the Transaction date to the current Statement date unless the Bank (to which the applicable Card Account relates) receives in full the total amount due as specified in the last Statement on or before the Payment Due Date stipulated in that Statement; if the total amount due as specified in the last Statement (to which the applicable Card Account relates) is not received by the Companies at Bank by the close of each day during such month. In the event of any change latest due date stipulated in said Chase Bank Ratethat Statement, the rate hereunder shall change interest charge payable under this sub‐paragraph (b) will only apply to Charges (other than cash advances as of aforesaid) incurred before the first of the month following any change; ROA may elect to use Libor as to any new or then outstanding Revolving Loans or Acquisition Term Loans provided x) there is then no Default or unwaived Event of Default and y)ROA has advised the Agent of its election to use Libor and the Libor Period selected no later than three (3) Business Days prior to the proposed borrowing or, in the case of a Libor election with respect to a then outstanding Revolving Loan or Acquisition Term Loan, three (3) Business Days prior to the conversion of any then outstanding Revolving Loans or Acquisition Term Loan to Libor Loans and z) the election and Libor shall be effective, provided there is then no Default or unwaived Event of Default, on the fourth Business Day following said notice. The Libor elections must be for $1,000,000.00 or whole multiples thereof. No more than four (4) Libor elections may be in effect at any one time. The Agent shall be entitled to charge the Collective Loan Account i) at the rate provided for herein when due until all Obligations have been paid in full; ii) the Libor Processing Fee on the effective date of the Libor Electionlast Statement as from the respective dates such Charges are incurred, notwithstanding that such Charges will not be payable until the Payment Due Date specified in the current Statement; new Transactions (other than cash advances as aforesaid) incurred between the dates of the last and current Statements are entitled to the repayment grace period subject to the Bank’s sole discretion. 9.2 The interest rates applicable (which may change from time to time in our sole discretion) are prescribed in the "Personal and home loan banking fees and limits" brochure (the "Fees and Charges Brochure"), and a copy of the Fees and Charges Brochure currently in force is supplied with this Agreement. 9.3 The Bank may also debit the following fees, charges and expenses to a Card Account: (a) an initial and/or annual fee for the use of the applicable Card Account and each Card (which may vary depending on the type of Card); (b) a handling charge for the supply of reissued or replacement Cards; (c) a handling charge for each cash advance; (d) a late payment charge, if at any time the Minimum Payment has not been paid by the latest Payment Due Date as specified in a Statement; (e) an "over limit" charge if any credit limit or cash advance limit or limit on Balance Transfer amounts applicable to a Card is exceeded; (f) an ATM balance enquiry fee if you use your Card to check your Card Account balance at an ATM outside of New Zealand; (g) an ATM cash withdrawal fee if you use your Card to withdraw cash at an ATM outside of New Zealand; (h) an international transaction fee if you use your Card to make purchases outside of New Zealand; (i) other fees, charges and expenses, at such rates and in such amounts as the Bank may from time to time determine. All rates hereunder shall be calculated based on Whenever possible, the Bank will inform you of any non‐standard charges before payment is due. 9.4 The fees, charges and expenses of the Bank (which may change from time to time) are prescribed in the Fees and Charges Brochure, and a 360 day yearcopy of the Fees and Charges Brochure currently in force is supplied with this Agreement.

Interest Fees and Expenses. 1. Interest on the Revolving Loan and all Acquisition Term Loans shall be payable monthly as of the end of each month and shall be an amount equal to: a) to a variable per annum rate equal to the then Chase Bank Rate less a quarter of one percentplus the Applicable Increment, or, at ROA's ’s election, at a fixed per annum rate equal to Libor plus the sum of two and one-quarter percent (2 1/4%) and the Libor, or b) subject to paragraph 3 below, if the Companies' Funded Debt to Net Worth Ratio for the preceding fiscal quarter was less than one to one (1 to 1), the then Chase Bank Rate less one half of one percent, or, at ROA' s election, the sum of one and three-quarters percent ( 1 3/4 /O) and the LiborApplicable Increment. Interest shall be computed on a per annum basis on the average of the net balances owing by the Companies at the close of each day during such month. In the event of any change in said Chase Bank Rate, the rate hereunder shall change as of the first of the month following any change; . ROA may elect to use Libor as to any new or then outstanding Revolving Loans or Acquisition Term Loans provided (x) there is then no Default or unwaived Event of Default and y)ROA (y) ROA has advised the Agent of its election to use Libor and the Libor Period selected no later than three (3) Business Days prior to the proposed borrowing or, in the case of a Libor election with respect to a then outstanding Revolving Loan or Acquisition Term Loan, three (3) Business Days prior to the conversion of any then outstanding Revolving Loans or Acquisition Term Loan to Libor Loans and (z) the election and Libor shall be effective, provided there is then no Default or unwaived Event of Default, on the fourth (4th) Business Day following said notice. The Libor elections must be for $1,000,000.00 or whole multiples thereof. No more than four (4) Libor elections may be in effect at any one time. The Agent shall be entitled to charge the Collective Loan Account (i) at the rate provided for herein when due until all Obligations have been paid in full; (ii) the Libor Processing Fee on the effective date of the Libor Election. All rates hereunder shall be calculated based on a 360 day year. 2. Interest on the Term Loans shall be payable monthly as of the end of each month and shall be an amount equal to the Chase Bank Rate plus the Applicable Increment, or, at ROA’s election, at a fixed per annum rate equal to Libor plus the Applicable Increment. Interest shall be computed on a per annum basis on the average of the net balances owing by the Companies at the close of each day during such month. In the event of any change in the Chase Bank Rate, the rate hereunder shall change as of the first of the month following any such change. ROA may elect to use Libor as to any portion of any of the Term Loans, provided (x) there is then no Default or unwaived Event of Default and (y) ROA has advised the Agent of its election to use Libor and the Libor Period selected no later than three (3) Business Days prior to the proposed borrowing or, in the case of a Libor election with respect to a then outstanding Term Loan, three (3) Business Days prior to the conversion of the applicable portion of any then outstanding Term Loans to a Libor Loan and (z) the election and Libor shall be effective, provided there is then no Default or unwaived Event of Default, on the fourth (4th) Business Day following such notice. The Libor elections must be for $1,000,000.00 or whole multiples thereof. No more than an aggregate of four (4) Libor elections (whether under this Paragraph 2 or Paragraph 1 above) may be in effect under this Financing Agreement at any one time. The Agent shall be entitled to charge the Collective Loan Account (i) at the rate provided for herein when due until all Obligations have been paid in full; (ii) the Libor Processing Fee on the effective date of the Libor Election. All rates hereunder shall be calculated based on a 360 day year. 3. At the end of each fiscal quarter ROA, and if ROA shall fail to do so, than a Company shall deliver to the Agent and each Lender a copy of the Companies’ (i) Consolidated Balance Sheet for the fiscal quarter then ended or (ii) if the fiscal year is then over, Consolidated Balance Sheet for the fiscal year then ended. If the Companies had, on a consolidated basis, for the preceding fiscal quarter, a Funded Debt to Net Worth Ratio that pursuant to Paragraph 1 above entitles the Companies (but subject to the provisions of Paragraph 2 of Section 10 of this Financing Agreement), with respect to interest charged on Revolving Loans and the Term Loans, to the lower spread over the Chase Bank Rate and Libor, the reduction shall be effective provided there is no Default or Event of Default then in existence on both (i) the date of delivery to the Agent of such Consolidated Balance Sheet and (ii) the date of effectiveness of such lower spreads. The lower spread over (x) the Chase Bank Rate shall be effective on the first day of the month following the Agent’s receipt of the aforesaid Consolidated Balance Sheet; (y) Libor as to all loans which are not Libor Loans shall be effective on the first day of the month following the Agent’s receipt of the aforesaid Consolidated Balance Sheet; and (z) Libor as to all then Libor Loans shall be effective on the day after the expiration of a Libor Period, and such lower spread over the Chase Bank Rate and Libor shall be prospective only and shall not be retroactive. Failure to deliver, within sixty (60) days of the end of a fiscal quarter or within one hundred twenty (120) days of the end of a fiscal year, the aforesaid Consolidated Balance Sheet shall constitute a forfeiture by the Companies of any right to a rate reduction for the next succeeding quarter and the Agent may charge the highest spread permitted over Libor or the Chase Bank Rate, as applicable, in each case, with respect to interest charged on Revolving Loans and the Term Loans. 4. The Companies shall pay to the Agent, for the account of the Lenders, such amount or amounts as shall compensate the Lenders for any loss, costs or expense incurred by the Agent and/or the Lenders as a result of: (i) any payment or prepayment on a date other than the last day of a Libor Period for such Libor Loan, or (ii) any failure to borrow a Libor Loan on the date for such borrowing specified in the relevant notice; such compensation to include, without limitation, an amount equal to any loss or expense suffered by the Agent and/or the Lenders during the period from the date of receipt of such payment or prepayment or the date of such failure to borrow to the last day of such Libor Period if the rate of interest obtained by the Agent and/or the Lenders upon the reemployment of an amount of funds equal to the amount of such payment, prepayment or failure to borrow is less than the rate of interest applicable to such Libor Loan for such Libor Period. The determination by the Agent and/or the Lenders of the amount of any such loss or expense, when set forth in a written notice to the Companies, containing the calculations thereof in reasonable detail, shall be conclusive, in the absence of manifest error. 5. The Companies shall pay the Agent, for the account of the Lenders, in consideration of the Letter of Credit Guaranty Fee, payable on date of issuance of each Letter of Credit, in an amount equal to (a) the Applicable Fee Percentage, multiplied by (b) the face amount of such Letter of Credit.

Interest Fees and Expenses. 1(a) Interest on the Revolving Loans (other than LIBOR Loans) shall be payable monthly as of the end of each month and shall be an amount equal to the Chase Bank Rate per annum plus the Applicable Margin attributable to Chase Bank Rate Loans on the average of the net balances (other than LIBOR Loans) owing by the Borrowers to the Lenders in the Borrowers' Revolving Loan Account at the close of each day during such month. Interest on the Revolving Loan and all Acquisition Term Loans which are LIBOR Loans shall be payable monthly as of the end of each month and shall be an amount equal to: a) the then Chase Bank Rate less a quarter of one percent, or, at ROA's election, to the sum of two and one-quarter percent (2 1/4%) the Applicable Margin attributable to LIBOR Loans and the Liborapplicable LIBOR on each then outstanding Revolving Loan which is a LIBOR Loan, or b) subject to paragraph 3 below, if the Companies' Funded Debt to Net Worth Ratio for the preceding fiscal quarter was less than one to one (1 to 1), the then Chase Bank Rate less one half of one percent, or, at ROA' s election, the sum of one and three-quarters percent ( 1 3/4 /O) and the Libor. Interest shall be computed on a per annum basis basis, on the average of the net balances owing by the Companies Borrowers on such LIBOR Loan at the close of each day during such month. The Borrowers may elect to use LIBOR as to any new or then outstanding Revolving Loans subject to the provisions of Section 8.13 hereof. If no such election is timely made or can be made, then the Agent shall use the Chase Bank Rate to compute interest. In the event of any change in said Chase Bank Rate, the rate hereunder shall change correspondingly, as of the first of the month following any change; ROA may elect to use Libor as to any new or then outstanding Revolving Loans or Acquisition Term Loans provided x) there is then no Default or unwaived Event of Default and y)ROA has advised the Agent of its election to use Libor and the Libor Period selected no later than three (3) Business Days prior to the proposed borrowing or, in the case of a Libor election with respect to a then outstanding Revolving Loan or Acquisition Term Loan, three (3) Business Days prior to the conversion of any then outstanding Revolving Loans or Acquisition Term Loan to Libor Loans and z) the election and Libor . All rates hereunder shall be effective, provided there is then no Default or unwaived Event of Default, calculated based on the fourth Business Day following said notice. The Libor elections must be for $1,000,000.00 or whole multiples thereof. No more than four (4) Libor elections may be in effect at any one timea 360-day year. The Agent shall be entitled to charge the Collective Borrowers' Revolving Loan Account i) at the rate provided for herein when due until all Obligations have been paid in full; . (b) Notwithstanding any provision to the contrary contained in this Section 8, in the event that the sum of (i) the outstanding Revolving Loans, and (ii) the Libor Processing Fee on Availability Reserve(s) exceed the effective date Borrowing Base: (A) as a result of Revolving Loans advanced by the Agent at the request of the Libor Election. All rates hereunder Borrowers or any one of them (herein "Requested Overadvances"), for any one (1) or more Business Days in any month, or (B) for any other reason whatsoever (herein "Other Overadvances") and such Other Overadvances continue for five (5) or more Business Days in any month, the average net balance of all Revolving Loans for such period during which an Overadvance is in effect shall be calculated based on a 360 day yearbear interest at the Overadvance Rate. (c) Upon and after the occurrence of an Event of Default and the giving of any required notice by the Agent in accordance with the provisions of Section 10, Paragraph 10.2 hereof, all Obligations shall bear interest at the Default Rate of Interest.