Common use of Interest on Revolving Credit Loans; Fees Clause in Contracts

Interest on Revolving Credit Loans; Fees. (a) Each Base Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the last day of the Interest Period with respect thereto (unless earlier paid in accordance with §3.2) at a rate equal to the Base Rate plus the Applicable Base Rate Margin. (b) Each Libor Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the last day of the Interest Period with respect thereto (unless earlier paid in accordance with §3.2) at a rate equal to the Libor Rate determined for such Interest Period plus the Applicable Libor Margin. (c) With reference to Base Rate Loans and Libor Rate Loans, the “Applicable Base Rate Margin” the “Applicable Libor Margin” shall be equal to (A) from the Closing Date through the end of the fiscal month in which the financial statements required to be delivered pursuant to §8.4(b) for the fiscal quarter of the Borrower ending December 31, 2003 are delivered to the Agent, a percentage equal to 0.25% for the Applicable Base Rate Margin and 2.15% for the Applicable Libor Margin, and (B) thereafter, the percentage determined for each Rate Period by reference to the Table below: a) greater than or equal to 60% 2.50 % 0.50 % c) less than 60% but greater than or equal to 55% 2.25 % 0.35 % d) less than 55% but greater or equal to than 50% 2.15 % 0.25 % e) less than 50% 1.90 % 0.15 % For purposes of determining the Applicable Base Rate Margin and the Applicable Libor Margin, the Consolidated Total Leverage Ratio (§10.1 hereof) will be tested quarterly, commencing with the fiscal quarter of the Borrower ending March 31, 2004, based on the annual or quarterly financial statements required to be delivered pursuant to §8.4(a) or 8.4(b), respectively. For purposes of determining the interest rate for any Rate Period hereunder, any interest rate change shall be effective on the first day of the fiscal month immediately following the date on which the financial statements required to be delivered pursuant to §8.4(a) or §8.4(b) are delivered to the Agent, together with a notice to the Agent (which shall be verified by the Agent) specifying any change in the Applicable Base Rate Margin and/or the Applicable Libor Margin. If the Borrower has failed to timely deliver the financial statements required to be delivered by it pursuant to §8.4(a) or §8.4(b), then in addition to the other rights and remedies of the Lenders hereunder, the Applicable Base Rate Margin and the Applicable Libor Margin that are then in effect shall automatically be increased to the next highest level until such financial statements are delivered.

Interest on Revolving Credit Loans; Fees. (a) Each Base Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the last day of the Interest Period with respect thereto (unless earlier paid in accordance with §3.2) at a rate equal to the Base Rate plus the Applicable Base Rate Margin. (b) Each Libor Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the last day of the Interest Period with respect thereto (unless earlier paid in accordance with §3.2) at a rate equal to the Libor Rate determined for such Interest Period plus the Applicable Libor Margin. (c) With reference to Base Rate Loans and Libor Rate Loans, the “Applicable Base Rate Margin” and the “Applicable Libor Margin” shall be equal to (A) from the Closing Date through the end of the fiscal month in which the financial statements required to be delivered pursuant to §8.4(b) for the first full fiscal quarter of the Borrower ending December 31, 2003 after the initial Loans are made hereunder are delivered to the Agent, a percentage equal based on the Total Leverage Ratio in effect when such initial Loans are made, as determined by reference to 0.25% for the Applicable Base Rate Margin and 2.15% for the Applicable Libor MarginTable below, and (B) thereafter, the percentage determined for each Rate Period by reference to the Table below: Total Leverage Ratio Applicable Libor Margin Applicable Base Rate Margin a) greater than or equal to 60% 2.50 % 0.50 % c) less than 60% but greater than or equal to 5550% 2.25 2.40% 0.35 1.15% c) less 50% but greater than or equal to 45% 2.15% 1.025% d) less than 5545% but greater or equal to than 501.90% 2.15 % 0.25 % e) less than 50% 1.90 % 0.15 1.00% For purposes of determining the Applicable Base Rate Margin and the Applicable Libor Margin, the Consolidated Total Leverage Ratio (§10.1 hereof) will be tested quarterly, commencing with the first full fiscal quarter of the Borrower ending March 31, 2004after the initial Loans are made hereunder, based on the annual or quarterly financial statements required to be delivered pursuant to §8.4(a) or 8.4(b), respectively. For purposes of determining the interest rate for any Rate Period hereunder, any interest rate change shall be effective on the first day of the fiscal month immediately following the date on which the financial statements required to be delivered pursuant to §8.4(a) or §8.4(b) are delivered to the Agent, together with a notice to the Agent (which shall be verified by the Agent) specifying any change in the Applicable Base Rate Margin and/or the Applicable Libor Margin. If the Borrower has failed to timely deliver the financial statements required to be delivered by it pursuant to §8.4(a) or §8.4(b), then in addition to the other rights and remedies of the Lenders hereunder, the Applicable Base Rate Margin and the Applicable Libor Margin that are then in effect shall automatically be increased to the next highest level until such financial statements are delivered. (d) The Borrower unconditionally promises to pay interest on each Revolving Credit Loan in arrears on each Interest Payment Date with respect thereto, and when the principal of such Revolving Credit Loan is due (whether at maturity, by reason of acceleration or otherwise). (e) The Borrower agrees to pay to the Agent, for the accounts of the Lenders in accordance with their respective Commitment Percentages, from the Closing Date through the Maturity Date, a facility fee (the “Facility Fee”) calculated at the rate of (i) for any day when the outstanding principal balance of the Loans is less than or equal to 50% of the Total Commitment, 0.20% per annum, and (ii) for any day when the outstanding principal balance of the Loans is greater than 50% of the Total Commitment, 0.10% per annum, in each case calculated on the average daily amount, during each fiscal quarter or portion thereof, of the unborrowed portion of the Total Commitment. The Facility Fee shall be payable quarterly in arrears on the fifth Business Day of each calendar quarter for the immediately preceding calendar quarter commencing on the first such date following the Closing Date through the Maturity Date, with a final payment on the Maturity Date. (f) The Borrower shall pay to the Agent the following Letter of Credit fees (in each case, a “Letter of Credit Fee”): (i) a fee in an amount equal to the Applicable L/C Percentage of the daily aggregate undrawn amount of each outstanding Letter of Credit during the applicable period, which fee shall be for the accounts of the Lenders (including the Fronting Bank) pro rata in accordance with their respective Commitment Percentages, and (ii) a fee in an amount equal to 0.125% per annum for the account of the Fronting Bank. Each Letter of Credit Fee shall be payable quarterly in arrears on the fifth Business Day of each calendar quarter for the immediately preceding calendar quarter, with a final payment on the Maturity Date or any earlier date on which the Commitments shall terminate (which Letter of Credit Fee shall be pro-rated for any calendar quarter in which such Letter of Credit is issued, drawn upon or otherwise reduced or terminated). In addition, the Borrower shall pay to Issuing Lender for its own account , upon issuance, the standard issuance, documentation and service charges for Letters of Credit issued from time to time by Issuing Lender.

Interest on Revolving Credit Loans; Fees. (a) Each Base Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the last day of the each Interest Period with respect thereto (unless earlier paid in accordance with §3.2) at a rate equal to the greater of (i) the Base Rate plus the Applicable Base Rate Margin, and (ii) the one month Libor Rate plus the Applicable Libor Margin. (b) Each Libor Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the last day of the each Interest Period with respect thereto (unless earlier paid in accordance with §3.2) at a rate equal to the Libor Rate determined for such Interest Period plus the Applicable Libor Margin. (c) With reference to Base Rate Loans and Libor Rate Loans, the “Applicable Base Rate Margin” and the “Applicable Libor Margin” shall be equal to (A) from the Closing Date through the end of the fiscal month in which the financial statements required to be delivered pursuant to §8.4(b) for the fiscal quarter of the Borrower ending December 31, 2003 are delivered to the Agent, a percentage equal to 0.25% for the Applicable Base Rate Margin and 2.15% for the Applicable Libor Margin, and (B) thereafter, the percentage determined for each Rate Period by reference to the Table below: abelow (and for the Applicable Margin as of the Closing Date, based upon the Borrower’s September 30, 2009 financial statements): Total Leverage Ratio Applicable Libor Margin Margin a ) greater than 60% 3.75 % 2.5 % b ) less than or equal to 60% 2.50 but greater than 55% 0.50 3.25 % c2.0 % c ) less than 60% but greater than or equal to 55% 2.25 but greater than 50% 0.35 3.0 % d1.75 % d ) less than 55% but greater or equal to than 50% 2.15 2.75 % 0.25 % e) less than 50% 1.90 % 0.15 1.5 % For purposes of determining the Applicable Base Rate Margin and the Applicable Libor Margin, the Consolidated Total Leverage Ratio (§10.1 hereof) will be tested quarterly, commencing with the fiscal quarter of the Borrower ending March December 31, 20042009, based on the annual or quarterly financial statements required to be delivered pursuant to §8.4(a) or 8.4(b), respectively. For purposes of determining the interest rate for any Rate Period hereunder, any interest rate change shall be effective on the first day of the fiscal month immediately following the date on which the financial statements required to be delivered pursuant to §8.4(a) or §8.4(b) are delivered to the Agent, together with a notice to the Agent (which shall be verified by the Agent) specifying any change in the Applicable Base Rate Margin and/or the Applicable Libor Margin. If the Borrower has failed to timely deliver the financial statements required to be delivered by it pursuant to §8.4(a) or §8.4(b), then in addition to the other rights and remedies of the Lenders hereunder, the Applicable Base Rate Margin and the Applicable Libor Margin that are then in effect shall automatically shall, at the Agent’s discretion, be increased to the next highest level until such financial statements are delivered. (d) The Borrower unconditionally promises to pay interest on each Revolving Credit Loan in arrears on each Interest Payment Date with respect thereto, and when the principal of such Revolving Credit Loan is due (whether at maturity, by reason of acceleration or otherwise). (e) The Borrower agrees to pay to the Agent, for the accounts of the Lenders in accordance with their respective Commitment Percentages, from the Closing Date through the Maturity Date, a facility fee (the “Facility Fee”) calculated at the rate of 0.25% per annum, calculated on the average daily amount, during each fiscal quarter or portion thereof, of the unborrowed portion of the Total Commitment. The Facility Fee shall be payable quarterly in arrears on the fifth Business Day of each calendar quarter for the immediately preceding calendar quarter commencing on the first such date following the Closing Date through the Maturity Date, with a final payment on the Maturity Date. (f) The Borrower shall pay to the Agent a Letter of Credit fee (a “Letter of Credit Fee”) in an amount equal to the Applicable L/C Percentage of the undrawn amount of each outstanding Letter of Credit, which fee shall be for the accounts of the Lenders (including the Fronting Bank in its capacity as a Lender) pro rata in accordance with their respective Commitment Percentages. Each Letter of Credit Fee shall be payable quarterly in arrears on the fifth Business Day of each calendar quarter for the immediately preceding calendar quarter, with a final payment on the Maturity Date or any earlier date on which the Commitments shall terminate (which Letter of Credit Fee shall be pro-rated for any calendar quarter in which such Letter of Credit is issued, drawn upon or otherwise reduced or terminated). The Borrower shall also pay to the Fronting Bank, for its own account, a fee in an amount equal to 0.125% of the face amount of each Letter of Credit upon issuance thereof, along with reasonable standard documentation and service charges for Letters of Credit from time to time, as customarily charged by Fronting Bank.

Interest on Revolving Credit Loans; Fees. (a) Each Base Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the last day of the each Interest Period with respect thereto (unless earlier paid in accordance with §3.2) at a rate equal to the greater of (i) the Base Rate plus the Applicable Base Rate Margin, and (ii) the one month Libor Rate plus the Applicable Libor Margin. (b) Each Libor Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the last day of the each Interest Period with respect thereto (unless earlier paid in accordance with §3.2) at a rate equal to the Libor Rate determined for such Interest Period plus the Applicable Libor Margin. (c) With reference to Base Rate Loans and Libor Rate Loans, the “Applicable Base Rate Margin” and the “Applicable Libor Margin” shall be equal to (A) from the Closing Date through the end of the fiscal month in which the financial statements required to be delivered pursuant to §8.4(b) for the fiscal quarter of the Borrower ending December 31, 2003 are delivered to the Agent, a percentage equal to 0.25% for the Applicable Base Rate Margin and 2.15% for the Applicable Libor Margin, and (B) thereafter, the percentage determined for each Rate Period by reference to the Table below: below (and for the Applicable Margin as of the Closing Date, based upon the Borrower’s March 31, 2011 financial statements): Consolidated Total Leverage Ratio Applicable Libor Margin Applicable Base Rate Margin a) greater than 60% 3.00 % 1.75 % b) less than or equal to 60% 2.50 but greater than 55% 0.50 2.75 % 1.50 % c) less than 60% but greater than or equal to 55% 2.25 but greater than 50% 0.35 2.50 % 1.25 % d) less than 55or equal to 50% but greater or equal to than 5045% 2.15 2.25 % 0.25 1.00 % e) less than 50or equal to 45% 1.90 2.00 % 0.15 0.75 % For purposes of determining the Applicable Base Rate Margin and the Applicable Libor Margin, the Consolidated Total Leverage Ratio (§10.1 hereof) will be tested quarterly, commencing with the fiscal quarter of the Borrower ending March 31June 30, 20042011, based on the annual or quarterly financial statements required to be delivered pursuant to §8.4(a) or 8.4(b), respectively. For purposes of determining the interest rate for any Rate Period hereunder, any interest rate change shall be effective on the first day of the fiscal month immediately following the date on which the financial statements required to be delivered pursuant to §8.4(a) or §8.4(b) are delivered to the Agent, together with a notice to the Agent (which shall be verified by the Agent) specifying any change in the Applicable Base Rate Margin and/or the Applicable Libor Margin. If the Borrower has failed to timely deliver the financial statements required to be delivered by it pursuant to §8.4(a) or §8.4(b), then in addition to the other rights and remedies of the Lenders hereunder, the Applicable Base Rate Margin and the Applicable Libor Margin that are then in effect shall automatically shall, at the Agent’s discretion, be increased to the next highest level until such financial statements are delivered. (d) The Borrower unconditionally promises to pay interest on each Revolving Credit Loan in arrears on each Interest Payment Date with respect thereto, and when the principal of such Revolving Credit Loan is due (whether at maturity, by reason of acceleration or otherwise). (e) The Borrower agrees to pay to the Agent, for the accounts of the Lenders in accordance with their respective Commitment Percentages, from the Closing Date through the Maturity Date, a facility fee (the “Facility Fee”) calculated at the rate of 0.25% per annum, calculated on the average daily amount, during each fiscal quarter or portion thereof, of the unborrowed portion of the Total Commitment. The Facility Fee shall be payable quarterly in arrears on the fifth Business Day of each calendar quarter for the immediately preceding calendar quarter commencing on the first such date following the Closing Date through the Maturity Date, with a final payment on the Maturity Date. (f) The Borrower shall pay to the Agent a Letter of Credit fee (a “Letter of Credit Fee”) in an amount equal to the Applicable L/C Percentage of the undrawn amount of each outstanding Letter of Credit, which fee shall be for the accounts of the Lenders (including the Fronting Bank in its capacity as a Lender) pro rata in accordance with their respective Commitment Percentages. Each Letter of Credit Fee shall be payable quarterly in arrears on the fifth Business Day of each calendar quarter for the immediately preceding calendar quarter, with a final payment on the Maturity Date or any earlier date on which the Commitments shall terminate (which Letter of Credit Fee shall be pro-rated for any calendar quarter in which such Letter of Credit is issued, drawn upon or otherwise reduced or terminated); provided, however, any Letter of Credit Fee otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Fronting Bank pursuant to §4.12.2 shall be payable, to the maximum extent permitted by applicable law, to the other Banks in accordance with the upward adjustments in their respective Commitment Percentages allocable to such Letter of Credit pursuant to §4.12.1(d), with the balance of such fee, if any, payable to the Fronting Bank for its own account. The Borrower shall also pay to the Fronting Bank, for its own account, a fee in an amount equal to 0.125% of the face amount of each Letter of Credit upon issuance thereof, along with reasonable standard documentation and service charges for Letters of Credit from time to time, as customarily charged by Fronting Bank. (g) The parties understand that the applicable interest rate for the Obligations and certain fees set forth herein may be determined and/or adjusted from time to time based upon certain financial ratios and/or other information to be provided or certified to the Agent and the Lenders by the Borrower (the “Borrower Information”). If it is subsequently determined that any such Borrower Information was incorrect (for whatever reason, including without limitation because of a subsequent restatement of earnings by the Borrower) at the time it was delivered to the Agent, and if the applicable interest rate or fees calculated for any period were lower than they should have been had the correct information been timely provided, then, such interest rate and such fees for such period shall be automatically recalculated using correct Borrower Information. The Agent shall promptly notify Borrower in writing of any additional interest and fees due because of such recalculation, and the Borrower shall pay such additional interest or fees due to the Agent, for the account of each Lender, within five (5) Business Days of receipt of such written notice. Any recalculation of interest or fees required by this provision shall survive the termination of this Agreement, and this provision shall not in any way limit any of the Agent’s, the Fronting Bank’s, or any Lender’s other rights under this Agreement.

Interest on Revolving Credit Loans; Fees. (a) Each Base Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the last day of the Interest Period with respect thereto (unless earlier paid in accordance with §3.2) at a rate equal to the Base Rate plus the Applicable Base Rate Margin. (b) Each Libor Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the last day of the Interest Period with respect thereto (unless earlier paid in accordance with §3.2) at a rate equal to the Libor Rate determined for such Interest Period plus the Applicable Libor Margin. (c) With reference to Base Rate Loans and Libor Rate Loans, the “Applicable Base Rate Margin” and the “Applicable Libor Margin” shall be equal to (A) from the Closing Date through the end of the fiscal month in which the financial statements required to be delivered pursuant to §8.4(b) for the fiscal quarter of the Borrower ending December 31, 2003 2004 are delivered to the Agent, a percentage equal to 0.250% for the Applicable Base Rate Margin and 2.151.70% for the Applicable Libor Margin, and (B) thereafter, the percentage determined for each Rate Period by reference to the Table below: a) greater less than or equal to 65% but greater than 60% 2.50 % 0.50 % c) less than or equal to 60% but greater than 55% 2.00 % 0.10 % d) less than or equal to 55% 2.25 % 0.35 % d) less than 55% but greater or equal to than 50% 2.15 1.85 % 0.25 0.00 % e) less than or equal to 50% 1.90 but greater than 45% 0.15 1.70 % 0.00 % For purposes of determining the Applicable Base Rate Margin and the Applicable Libor Margin, the Consolidated Total Leverage Ratio (§10.1 hereof) will be tested quarterly, commencing with the fiscal quarter of the Borrower ending March December 31, 2004, based on the annual or quarterly financial statements required to be delivered pursuant to §8.4(a) or 8.4(b), respectively. For purposes of determining the interest rate for any Rate Period hereunder, any interest rate change shall be effective on the first day of the fiscal month immediately following the date on which the financial statements required to be delivered pursuant to §8.4(a) or §8.4(b) are delivered to the Agent, together with a notice to the Agent (which shall be verified by the Agent) specifying any change in the Applicable Base Rate Margin and/or the Applicable Libor Margin. If the Borrower has failed to timely deliver the financial statements required to be delivered by it pursuant to §8.4(a) or §8.4(b), then in addition to the other rights and remedies of the Lenders hereunder, the Applicable Base Rate Margin and the Applicable Libor Margin that are then in effect shall automatically be increased to the next highest level until such financial statements are delivered. (d) The Borrower unconditionally promises to pay interest on each Revolving Credit Loan in arrears on each Interest Payment Date with respect thereto, and when the principal of such Revolving Credit Loan is due (whether at maturity, by reason of acceleration or otherwise). (e) The Borrower agrees to pay to the Agent, for the accounts of the Lenders in accordance with their respective Commitment Percentages, from the Closing Date through the Maturity Date, a facility fee (the “Facility Fee”) calculated at the rate of (i) for any day when the outstanding principal balance of the Loans is less than 50% of the Total Commitment, 0.25% per annum, and (ii) for any day when the outstanding principal balance of the Loans is greater than or equal to 50% of the Total Commitment, 0.15% per annum, in each case calculated on the average daily amount, during each fiscal quarter or portion thereof, of the unborrowed portion of the Total Commitment. The Facility Fee shall be payable quarterly in arrears on the fifth Business Day of each calendar quarter for the immediately preceding calendar quarter commencing on the first such date following the Closing Date through the Maturity Date, with a final payment on the Maturity Date. (f) The Borrower shall pay to the Agent the following Letter of Credit fees (in each case, a “Letter of Credit Fee”): (i) a fee in an amount equal to the Applicable L/C Percentage of the undrawn amount of each outstanding Letter of Credit, which fee shall be for the accounts of the Lenders (including the Fronting Bank) pro rata in accordance with their respective Commitment Percentages, and (ii) a fee in an amount equal to 0.125% per annum for the account of the Fronting Bank. Each Letter of Credit Fee shall be payable quarterly in arrears on the fifth Business Day of each calendar quarter for the immediately preceding calendar quarter, with a final payment on the Maturity Date or any earlier date on which the Commitments shall terminate (which Letter of Credit Fee shall be pro-rated for any calendar quarter in which such Letter of Credit is issued, drawn upon or otherwise reduced or terminated). In addition, the Borrower shall pay to Issuing Lender for its own account , upon issuance, the standard issuance, documentation and service charges for Letters of Credit issued from time to time by Issuing Lender.