Common use of Interest Rates and Payments of Interest Clause in Contracts

Interest Rates and Payments of Interest. (a) Each Revolving Loan, and each portion of the Term Loan which is a Base Rate Loan, shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base Rate plus the Applicable Base Rate Margin, which rate shall change contemporaneously with any change in the Base Rate. Such interest shall be payable on the last day of any calendar quarter ending in March, June, September and December, in which a Base Rate Loan is outstanding hereunder, and when such Loan is due (whether at maturity, by reason of acceleration or otherwise). (b) Each Revolving Loan, and each portion of the Term Loan which is a Eurodollar Loan, shall bear interest on the outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum equal to the Eurodollar Rate plus the Applicable Eurodollar Margin. Such interest shall be payable for such Interest Period on the last day thereof and when such Eurodollar Loan is due (whether at maturity, by reason of acceleration or otherwise) and, if such Interest Period is longer than 3 months, at intervals of 3 months after the first day thereof. (c) For purposes of this Section 2.10, with reference to Revolving Loans and the Term Loan (i) the “Applicable Base Rate Margin” shall be equal to (A) from the Closing Date through the fourth Business Day after the date on which the financial statements required to be delivered pursuant to Section 5.1(b) for the first fiscal quarter of the Borrower following the Closing are delivered to the Lender, a percentage equal to 0.75%, and (B) thereafter, the percentage determined for each Rate Period by reference to Table 1 below, and (ii) the “Applicable Eurodollar Margin” shall be equal to (A) from the Closing Date through the fourth Business Day after the date on which the financial statements required to be delivered pursuant to Section 5.1(b) for the first fiscal quarter of the Borrower following the Closing are delivered to the Lender, a percentage equal to 2.25%, and (B) thereafter, the percentage determined for each Rate Period by reference to Table 1 below: I) greater than or equal to 1.75 to 1 1.00 % 2.50 %

Interest Rates and Payments of Interest. (a) Each Revolving Loan, and each portion of the Term Credit Loan which is a Base Rate Loan, Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base Rate plus the Applicable Base Rate Margin, which rate rates shall change contemporaneously with any change in the Base Rate. Such interest shall be payable monthly in arrears on the last day first Business Day of any calendar quarter ending in March, June, September and December, in which a Base Rate Loan is outstanding hereunder, and when such Loan is due (whether at maturity, by reason of acceleration or otherwise)each month. (b) Each Revolving Loan, and each portion of the Term Credit Loan which is a Eurodollar Loan, LIBOR Loan shall bear interest on the outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum equal to the Eurodollar LIBOR Rate plus the Applicable Eurodollar Margin. Such interest shall be payable for such Interest Period monthly in arrears on the last day thereof and when such Eurodollar Loan is due (whether at maturity, by reason first Business Day of acceleration or otherwise) and, if such Interest Period is longer than 3 months, at intervals of 3 months after the first day thereofeach month. (c) For purposes of this Section 2.10, with reference to Revolving Loans and To the extent the Conversion Term Loan is a Base Rate Conversion Loan, it shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base Rate plus the Applicable Margin, which rate shall change contemporaneously with any change in the Base Rate. To the extent the Conversion Term Loan is a LIBOR Conversion Loan, it shall bear interest on the outstanding principal amount thereof, for each interest period applicable thereto, at a rate per annum equal to the LIBOR Rate plus the Applicable Margin. Such interest shall be payable monthly in arrears on the first Business Day of each month. (d) If a Default shall occur, then at the option of the Agent or the direction of the Majority Lenders the unpaid balance of Loans shall bear interest, to the extent permitted by law, compounded daily at an interest rate equal to a margin of three percent (3.00%) per annum above the interest rate applicable to each such Loan in effect on the day such Default occurs, until such Default is cured or waived. (e) For the purpose of computing interest on the Loans, any items requiring clearance of payment shall not be considered to have been credited against any Loans hereunder until two (2) Business Days after receipt by the Agent of such items. (f) So long as any Lender shall be required under regulations of the Board of Governors of the Federal Reserve System (or any other banking authority, domestic or foreign, to which such Lender is subject) to maintain reserves with respect to liabilities or assets consisting of or including “Eurocurrency Liabilities” (as defined in regulations issued from time to time by such Board of Governors), the Borrowers shall pay to the Agent for the account of each such Lender additional interest on the unpaid principal amount of each LIBOR Loan made by such Lender from the date of such Loan until such principal amount is paid in full, at an interest rate per annum equal at all times to the remainder (rounded upwards, if necessary, to the next higher one one-hundredth of one percent (1/100 of 1%)) obtained by subtracting (i) the “Applicable Base LIBOR Rate Margin” shall be equal to (A) from the Closing Date through the fourth Business Day after the date on which the financial statements required to be delivered pursuant to Section 5.1(b) for the first fiscal quarter of Interest Period for such LIBOR Loan from (ii) the Borrower following the Closing are delivered to the Lender, rate obtained by dividing such LIBOR Rate by a percentage equal to 0.75one hundred percent (100%) minus the LIBOR Reserve Percentage of such Lender for such Interest Period. Such additional interest shall be determined by such Lender and notified to the Borrowers through the Agent, and (B) thereafter, the percentage determined for each Rate Period by reference to Table 1 below, and (ii) the “Applicable Eurodollar Margin” shall be equal to (A) from the Closing Date through the fourth Business Day after the payable on each date on which interest is payable on such LIBOR Loan. (g) All agreements between the financial statements required Borrowers and the Lenders are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the Obligations or otherwise, shall the amount paid or agreed to be delivered pursuant paid to Section 5.1(b) the Lenders for the first fiscal quarter use or the forbearance of the Borrower following Obligations exceed the Closing are delivered maximum permissible under applicable law. As used herein, the term “applicable law” shall mean the law of the State of New York in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective date. In this regard, it is expressly agreed that it is the intent of the Borrowers and the Lenders in the execution, delivery and acceptance of the Loan Documents to contract in strict compliance with the laws of the State of New York from time to time in effect. If, under or from any circumstances whatsoever, fulfillment of any provision of any of the Loan Documents at the time of performance of such provision shall be due, shall involve transcending the limit of such validity prescribed by applicable law, then the obligation to be fulfilled shall automatically be reduced to the Lender, a percentage equal to 2.25%limits of such validity, and (B) thereafterif under or from circumstances whatsoever the Lenders should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the percentage determined for each Rate Period by reference reduction of the principal balance of the Obligations and not to Table 1 below: I) greater than or equal to 1.75 to 1 1.00 % 2.50 %the payment of interest. This provision shall control every other provision of all Loan Documents.

Interest Rates and Payments of Interest. (a) Each Revolving Loan, and each portion of the Term Loan which is a Base Rate Loan, Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base Rate plus the Applicable Base Rate Margin, which rate shall change contemporaneously with any change in the Base RateRate or the Applicable Margin, as provided below. Such accrued interest shall be payable in arrears on the last first day of any each calendar quarter ending in March, month commencing on the 1st day of June, September 2007 and December, in which a Base Rate Loan is outstanding hereunder, any event all accrued and when such Loan is unpaid interest thereon shall be due (whether at maturity, by reason of acceleration or otherwise)and payable on the applicable Maturity Date unless sooner due and payable after acceleration. (b) Each Revolving Loan, and each portion of the Term Loan which is a Eurodollar Loan, LIBOR Loan shall bear interest on the outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum equal to the Eurodollar LIBOR Rate plus the Applicable Eurodollar Margin, which rate shall change with any change in the Applicable Margin, as provided below. Such interest shall be payable for such Interest Period on the last day thereof and when such Eurodollar Loan is due (whether at maturity, by reason of acceleration or otherwise) and, if such Interest Period is longer than 3 months, at intervals of 3 months after the first day thereof. (c) For The Applicable Margin and the Total Debt Service Ratio shall be determined as of the end of each fiscal quarter based upon the Compliance Certificate, and any change in the Applicable Margin shall be effective upon the delivery of such Compliance Certificate; provided, however that during any period when the Borrower has failed to deliver such quarterly financial statements as required by Section 5.1(b), the Total Debt Service Ratio shall be deemed to be less than 2.00 to 1.00 for purposes of this Section 2.10determining the Applicable Margin. (d) If an Event of Default shall occur and be continuing (and such Event of Default is not waived), then at the option of the Lender the unpaid balance of Loans shall bear interest, to the extent permitted by law, compounded daily at an interest rate equal to 6% per annum above the interest rate applicable to each such Loan in effect on the day such Default occurs, until such Default is cured or waived. (e) So long as the Lender shall be required under regulations of the Board of Governors of the Federal Reserve System (or any other banking authority, domestic or foreign, to which the Lender is subject) to maintain reserves with reference respect to Revolving Loans and liabilities or assets consisting of or including “Eurocurrency Liabilities” (as defined in regulations issued from time to time by such Board of Governors), the Term Borrower shall pay to the Lender additional interest on the unpaid principal amount of each LIBOR Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at an interest rate per annum equal at all times to the remainder (rounded upwards, if necessary, to the next higher 1/100 of 1%) obtained by subtracting (i) the “Applicable Base LIBOR Rate Margin” shall be equal to (A) from the Closing Date through the fourth Business Day after the date on which the financial statements required to be delivered pursuant to Section 5.1(b) for the first fiscal quarter of Interest Period for such LIBOR Loan from (ii) the Borrower following the Closing are delivered to the Lender, rate obtained by dividing such LIBOR Rate by a percentage equal to 0.75%100% minus the Reserve Percentage of the Lender for such Interest Period. Such additional interest shall be determined by the Lender and notified to the Borrower, and (B) thereafter, the percentage determined for each Rate Period by reference to Table 1 below, and (ii) the “Applicable Eurodollar Margin” shall be equal to (A) from the Closing Date through the fourth Business Day after the payable on each date on which interest is payable on such LIBOR Loan. (f) All agreements between the financial statements required Borrower and the Lender are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the Obligations or otherwise, shall the amount paid or agreed to be delivered pursuant paid to Section 5.1(b) the Lender for the first fiscal quarter use or the forbearance of the Obligations exceed the maximum permissible under applicable law. As used herein, the term “applicable law” shall mean the law of The Commonwealth of Massachusetts in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective date. In this regard, it is expressly agreed that it is the intent of Borrower following and the Closing are delivered Lender in the execution, delivery and acceptance of the Loan Documents to contract in strict compliance with the laws of The Commonwealth of Massachusetts from time to time in effect. If, under or from any circumstances whatsoever, fulfillment of any provision of any of the Loan Documents at the time of performance of such provision shall be due, shall involve transcending the limit of such validity prescribed by applicable law, then the obligation to be fulfilled shall automatically be reduced to the Lender, a percentage equal to 2.25%limits of such validity, and (B) thereafterif under or from circumstances whatsoever the Lenders should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the percentage determined for each Rate Period by reference reduction of the principal balance of the Obligations and not to Table 1 below: I) greater than or equal to 1.75 to 1 1.00 % 2.50 %payment of interest. This provision shall control every other provision of all Loan Documents.

Interest Rates and Payments of Interest. (a) Each Revolving Loan, and each portion of the Term Credit Loan which is a Base Rate Loan, Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Alternate Base Rate plus the Applicable Base Rate Margin, which rate shall change contemporaneously with any change in the Alternate Base RateRate or the Applicable Margin, as provided below. Such interest shall be payable quarterly in arrears on the last day first Business Day of any calendar quarter ending in March, June, September and December, in which a Base Rate Loan is outstanding hereunder, and when such Loan is due (whether at maturity, by reason of acceleration or otherwise)each quarter. (b) Each Revolving Loan, and each portion of the Term Credit Loan which is a Eurodollar Loan, LIBOR Loan shall bear interest on the outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum equal to the Eurodollar LIBOR Rate plus the Applicable Eurodollar Margin, which rate shall change with any change in the Applicable Margin, as provided below. Such interest shall be payable for such Interest Period on the last day thereof and when such Eurodollar Loan is due (whether at maturity, by reason of acceleration or otherwise) and, if such Interest Period is longer than 3 three months, at intervals of 3 three months after the first day thereof. (c) For purposes If an Event of this Section 2.10Default shall occur, with reference to Revolving Loans and the Term Loan then (i) the “Applicable unpaid balance of Revolving Credit Loans shall bear interest, to the extent permitted by law, compounded daily at an interest rate equal to 2% per annum above the interest rate applicable to Base Rate Margin” shall be equal to (A) from Loans in effect on the Closing Date through the fourth Business Day after the date on which the financial statements required to be delivered pursuant to Section 5.1(b) for the first fiscal quarter day such Event of the Borrower following the Closing are delivered to the LenderDefault occurs, a percentage equal to 0.75%, and (B) thereafter, the percentage determined for each Rate Period by reference to Table 1 belowuntil such Event of Default is cured or waived, and (ii) the “Applicable Eurodollar Margin” Maximum Drawing Amount under all outstanding Letters of Credit shall bear interest, to the extent permitted by law, compounded daily at an interest rate of 2% per annum (in addition to the Letter of Credit Fee) until such Event of Default is cured or waived. (d) So long as the Lender shall be equal required under regulations of the Board of Governors of the Federal Reserve System (or any other banking authority, domestic or foreign, to which the Lender is subject) to maintain reserves with respect to liabilities or assets consisting of or including “Eurocurrency Liabilities” (A) as defined in regulations issued from time to time by such Board of Governors), the Borrower shall pay to the Lender additional interest on the unpaid principal amount of each LIBOR Loan made by the Lender from the Closing Date through date of such Revolving Credit Loan until such principal amount is paid in full, at an interest rate per annum equal at all times to the fourth Business Day after remainder (rounded upwards, if necessary, to the date on which next higher 1/100 of 1%) obtained by subtracting (i) the financial statements required to be delivered pursuant to Section 5.1(b) LIBOR Rate for the first fiscal quarter of Interest Period for such LIBOR Loan from (ii) the Borrower following the Closing are delivered to the Lender, rate obtained by dividing such LIBOR Rate by a percentage equal to 2.25%100% minus the Reserve Percentage of the Lender for such Interest Period. Such additional interest shall be determined by the Lender and notified to the Borrower, and shall be payable on each date on which interest is payable on such LIBOR Loan. (Be) thereafterAll agreements between or among the Borrower and the Lender are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the Obligations or otherwise, shall the amount paid or agreed to be paid to the Lender for the use or the forbearance of the Obligations exceed the maximum permissible under applicable law. As used herein, the percentage determined for each Rate Period term “applicable law” shall mean the law in effect as of the date hereof provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by reference such new law as of its effective date. In this regard, it is expressly agreed that it is the intent of the Borrower and the Lender in the execution, delivery and acceptance of the Loan Documents to Table 1 below: I) greater than contract in strict compliance with the laws of The State of New York from time to time in effect. If, under or equal from any circumstances whatsoever, fulfillment of any provision of any of the Loan Documents at the time of performance of such provision shall be due, shall involve transcending the limit of such validity prescribed by applicable law, then the Obligations to 1.75 be fulfilled shall automatically be reduced to 1 1.00 % 2.50 %the limits of such validity, and if under or from circumstances whatsoever the Lender should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal balance of the Obligations and not to the payment of interest. This provision shall control every other provision of all Loan Documents.

Interest Rates and Payments of Interest. (a) Each Revolving Loan, and each portion of the Term Credit Loan which is a Base Rate Loan, Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base Rate plus the Applicable Base Rate Margin, which rate shall change contemporaneously with any change in the Base Rate. Such interest shall be payable on the last day Business Day of any calendar fiscal quarter ending in March, June, September and December, in which a Base Rate Loan is outstanding hereunder, and when such Loan is due (whether at maturity, by reason of acceleration or otherwise). (b) Each Revolving Loan, and each portion of the Term Credit Loan which is a Eurodollar Loan, LIBOR Loan shall bear interest on the outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum equal to the Eurodollar Adjusted LIBOR Rate plus the Applicable Eurodollar LIBOR Margin. Such interest (including any adjustments made in the Administrative Agent's discretion consistent with the definition of Adjusted LIBOR Rate to take into consideration any change in the Reserve Percentage) shall be payable for such Interest Period (i) on the earlier of the last day thereof of such Interest Period and, if such Interest Period is longer than three months, at quarterly intervals after the first day of such Interest Period and (ii) when such Eurodollar LIBOR Loan is due (whether at maturity, by reason of acceleration or otherwise) and, if such Interest Period is longer than 3 months, at intervals of 3 months after the first day thereof). (c) For purposes of this Section 2.10, with reference to Revolving Loans and the Term Loan Credit Loans, (i) the “"Applicable Base Rate Margin” " shall be equal to (A) 0.25% from the Closing Date through the fourth second Business Day after the date on which of the Administrative Agent's receipt and satisfactory review of the financial statements and compliance certificate required to be delivered pursuant to Section Sections 5.1(b) and 5.1(d), respectively, for the first second fiscal quarter of fiscal 2002 of the Borrower following the Closing are delivered to the Lender, a percentage equal to 0.75%Affiliated Group, and (B) thereafter, for each Rate Period, the percentage determined for each Rate Period by reference to Table 1 the Fixed Charge Coverage Ratio for the most recent twelve-month period of the Borrower Affiliated Group, as set forth in the table below, and (ii) the “"Applicable Eurodollar LIBOR Margin” " shall be equal to (A) 1.75% from the Closing Date through the fourth second Business Day after the date on which of the Administrative Agent's receipt and satisfactory review of the financial statements and compliance certificate required to be delivered pursuant to Section Sections 5.1(b) and 5.1(d), respectively, for the first second fiscal quarter of fiscal 2002 of the Borrower following the Closing are delivered to the Lender, a percentage equal to 2.25%Affiliated Group, and (B) thereafter, for each Rate Period, the percentage determined for each Rate Period by reference to Table 1 the Fixed Charge Coverage Ratio for the most recent twelve-month period of the Borrower Affiliated Group, as set forth in the table below: I) greater Revolving Credit Loans Applicable Applicable Fixed Charge Coverage Base Rate LIBOR Ratio Margin Margin ---------------------- ---------- ---------- Level I. less than or equal 1.60 to 1.75 to 1 1.00 0.50% 2.50 2.00%

Interest Rates and Payments of Interest. (ai) Each Revolving Loan, and each portion of the Term Credit Loan which is a Base Rate Loan, Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base Rate plus the Applicable Base Rate Margin, which rate shall change contemporaneously with any change in the Base Rate. Such interest shall be payable on the last day Business Day of any calendar fiscal quarter ending in March, June, September and December, in which a Base Rate Loan is outstanding hereunder, and when such Loan is due (whether at maturity, by reason of acceleration or otherwise). (ii) Each Swingline Loan shall bear interest at a fixed rate quoted to the Borrower by the Swingline Lender in its discretion, provided that such quoted rate shall not exceed the Base Rate in effect on the day of quotation. Interest on Swingline Loans shall be payable, and the Borrower hereby absolutely and unconditionally promises to pay such interest, when such Swingline Loan is due and payable, or when such Swingline Loan is actually paid, if earlier. (b) Each Revolving Loan, and each portion of the Term Credit Loan which is a Eurodollar Loan, LIBOR Loan shall bear interest on the outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum equal to the Eurodollar Adjusted LIBOR Rate plus the Applicable Eurodollar LIBOR Margin. Such interest (including any adjustments made in the Administrative Agent's discretion consistent with the definition of Adjusted LIBOR Rate to take into consideration any change in the Reserve Percentage) shall be payable for such Interest Period (i) on the earlier of the last day thereof of such Interest Period and, if such Interest Period is longer than three months, at quarterly intervals after the first day of such Interest Period and (ii) when such Eurodollar LIBOR Loan is due (whether at maturity, by reason of acceleration or otherwise) and, if such Interest Period is longer than 3 months, at intervals of 3 months after the first day thereof). (c) For purposes of this Section 2.102.9 but subject to Section 2.5.3, with reference to Revolving Loans and the Term Loan Credit Loans, (i) the “"Applicable Base Rate Margin” " shall be not less than (A) 0.00% from the Closing Date through the second Business Day after the date of the Administrative Agent's receipt and satisfactory review of the financial statements and compliance certificate required to be delivered pursuant to Sections 5.1(b) and 5.1(c), respectively, for the fiscal quarter of the Borrower Affiliated Group ending August 3, 2002 (provided that it could be more than 0.00% based upon the financial statements received by the Administrative Agent for the fiscal quarter of the Borrower ending May 4, 2002), and (B) thereafter, for each Rate Period, the percentage determined by reference to the Fixed Charge Coverage Ratio for the most recent four fiscal quarter period of the Borrower Affiliated Group, as set forth in the table below, and (ii) the "Applicable LIBOR Margin" shall be equal to (A) not less than 1.375% from the Closing Date through the fourth second Business Day after the date of the Administrative Agent's receipt and satisfactory review of the financial statements and compliance certificate required to be delivered pursuant to Sections 5.1(b) and 5.1(c), respectively, for the fiscal quarter of the Borrower Affiliated Group ending August 3, 2002 (provided that it could be more than 1.375% based upon the financial statements received by the Administrative Agent for the fiscal quarter of the Borrower ending May 4, 2002), and (B) thereafter, for each Rate Period, the percentage determined by reference to the Fixed Charge Coverage Ratio for the most recent four fiscal quarter period of the Borrower Affiliated Group, as set forth in the table below: Revolving Credit Loans Applicable Applicable Fixed Charge Coverage Base Rate LIBOR Ratio Margin Margin ----- ------ ------ Level I. equal to or less than 1.65 to 0.25% 1.875% 1.00 Level II. greater than 1.65 to 1.00 and 0.00% 1.625% equal to or less than 1.80 to 1.00 Level III. greater than 1.80 to 1.00 and 0.00% 1.375% equal to or less than 2.15 to 1.00 Level IV. greater than 2.15 to 1.00 and 0.00% 1.125% equal to or less than 2.50 to 1.00 Level V. greater than 2.50 to 1.00 0.00% 0.875% For purposes of determining the Applicable Base Rate Margin and the Applicable LIBOR Margin, the Fixed Charge Coverage Ratio will be tested quarterly, commencing with the fiscal quarter of the Borrower Affiliated Group ending May 4, 2002, based on the financial statements and compliance certificate required to be delivered pursuant to Sections 5.1(b) and 5.1(c), respectively. For purposes of determining the interest rate for any Rate Period hereunder, any interest rate change shall be effective two Business Days after the date on which the financial statements and compliance certificate required to be delivered pursuant to Section Sections 5.1(b) for the first fiscal quarter of the Borrower following the Closing are and 5.1(c), respectively, is delivered to the LenderAdministrative Agent, together with a percentage equal notice to 0.75%the Administrative Agent (which shall be verified by the Administrative Agent) specifying any change in the Applicable Base Rate Margin and the Applicable LIBOR Margin, and (B) thereafter, if the percentage determined Borrower has failed for each Rate Period by reference more than 5 days to Table 1 below, and (ii) the “Applicable Eurodollar Margin” shall be equal to (A) from the Closing Date through the fourth Business Day after the date on which deliver the financial statements and compliance certificate required to be delivered pursuant to Section Sections 5.1(b) and 5.1(c), respectively, the Applicable Base Rate Margin and the Applicable LIBOR Margin in effect at the applicable time of reference shall automatically be increased by .25% until such financial statements and compliance certificate are delivered. The Borrower absolutely and unconditionally promises to pay all such interest referenced to in this Section 2.9 to the Administrative Agent for the first fiscal quarter ratable benefit of the Borrower following the Closing are delivered to the Lender, a percentage equal to 2.25%, Banks as and (B) thereafter, the percentage determined for each Rate Period by reference to Table 1 below: I) greater than or equal to 1.75 to 1 1.00 % 2.50 %when such interest is due.

Interest Rates and Payments of Interest. (a) Each Revolving Loan, and each portion of the Term Loan which is a Base Rate Loan, Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Alternate Base Rate plus the Applicable Base Rate Margin, which rate shall change contemporaneously with any change in the Alternate Base RateRate or the Applicable Margin, as provided below. Such interest shall be payable monthly in arrears on the last day first Business Day of any calendar quarter ending in March, June, September and December, in which a Base Rate Loan is outstanding hereunder, and when such Loan is due (whether at maturity, by reason of acceleration or otherwise)each month. (b) Each Revolving Loan, and each portion of the Term Loan which is a Eurodollar Loan, LIBOR Loan shall bear interest on the outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum equal to the Eurodollar LIBOR Rate plus the Applicable Eurodollar Margin, which rate shall change with any change in the Applicable Margin, as provided below. Such interest shall be payable for such Interest Period on the last day thereof and when such Eurodollar Loan is due (whether at maturity, by reason of acceleration or otherwise) and, if such Interest Period is longer than 3 three (3) months, at intervals of 3 three (3) months after the first day thereof. (c) For purposes If an Event of this Section 2.10Default shall have occurred and be continuing, with reference to Revolving Loans and then at the Term Loan option of the Lender (i) the “Applicable Base Rate Margin” unpaid principal balance of Loans shall be bear interest, to the extent permitted by law, compounded daily at an interest rate equal to two percent (A2%) from per annum above the Closing Date through interest rate applicable to each such Loan in effect on the fourth Business Day after the date on which the financial statements required to be delivered pursuant to Section 5.1(b) for the first fiscal quarter day such Event of the Borrower following the Closing are delivered to the LenderDefault occurs, a percentage equal to 0.75%, and (B) thereafter, the percentage determined for each Rate Period by reference to Table 1 belowuntil such Event of Default is cured or waived, and (ii) the “Applicable Eurodollar Margin” Borrower shall pay to the Lender a fee (in addition to the Letter of Credit Fee) equal to two percent (2%) per annum of the Maximum Drawing Amount of all Letters of Credit outstanding during the period from the occurrence of such Event of Default until such Event of Default is cured or waived. (d) So long as the Lender shall be equal required under regulations of the Board of Governors of the Federal Reserve System (or any other banking authority, domestic or foreign, to which the Lender is subject) to maintain reserves with respect to liabilities or assets consisting of or including "Eurocurrency Liabilities" (A) as defined in regulations issued from time to time by such Board of Governors), the Borrower shall pay to the Lender additional interest on the unpaid principal amount of each LIBOR Loan made by the Lender from the Closing Date through date of such Loan until such principal amount is paid in full, at an interest rate per annum equal at all times to the fourth Business Day after remainder (rounded upwards, if necessary, to the date on which next higher 1/100 of 1%) obtained by subtracting (i) the financial statements required to be delivered pursuant to Section 5.1(b) LIBOR Rate for the first fiscal quarter of Interest Period for such LIBOR Loan from (ii) the Borrower following the Closing are delivered to the Lender, rate obtained by dividing such LIBOR Rate by a percentage equal to 2.25%100% minus the LIBOR Reserve Percentage of the Lender for such Interest Period. Such additional interest shall be determined by the Lender and notified to the Borrower, and shall be payable on each date on which interest is payable on such LIBOR Loan. (Be) thereafterAll agreements between the Borrower and the Lender are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the Obligations or otherwise, shall the amount paid or agreed to be paid to the Lender for the use or the forbearance of the Obligations exceed the maximum permissible under applicable law. As used herein, the percentage determined for each Rate Period term "applicable law" shall mean the law of The Commonwealth of Massachusetts in effect as of the date hereof, provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by reference such new law as of its effective date. In this regard, it is expressly agreed that it is the intent of the Borrower and the Lender in the execution, delivery and acceptance of the Loan Documents to Table 1 below: I) greater than contract in strict compliance with the laws of The Commonwealth of Massachusetts from time to time in effect. If, under or equal from any circumstances whatsoever, fulfillment of any provision of any of the Loan Documents at the time of performance of such provision shall be due, shall involve transcending the limit of such validity prescribed by applicable law, then the obligation to 1.75 be fulfilled shall automatically be reduced to 1 1.00 % 2.50 %the limits of such validity, and if under or from circumstances whatsoever the Lender should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal balance of the Obligations and not to payment of interest. This provision shall control every other provision of all Loan Documents.

Interest Rates and Payments of Interest. (a) Each Revolving Loan, and each portion of the Term Credit Loan which is a Base Rate Loan, Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base Rate plus the Applicable Base Rate Margin, which rate shall change contemporaneously with any change in the Base Rate. Such interest shall be payable on the last day Business Day of any calendar fiscal quarter ending in March, June, September and December, in which a Base Rate Loan is outstanding hereunder, and when such Loan is due (whether at maturity, by reason of acceleration or otherwise). (b) Each Revolving Loan, and each portion of the Term Credit Loan which is a Eurodollar Loan, LIBOR Loan shall bear interest on the outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum equal to the Eurodollar Adjusted LIBOR Rate plus the Applicable Eurodollar LIBOR Margin. Such interest (including any adjustments made in the Administrative Agent's discretion consistent with the definition of Adjusted LIBOR Rate to take into consideration any change in the Reserve Percentage) shall be payable for such Interest Period (i) on the earlier of the last day thereof of such Interest Period and, if such Interest Period is longer than three months, at quarterly intervals after the first day of such Interest Period and (ii) when such Eurodollar LIBOR Loan is due (whether at maturity, by reason of acceleration or otherwise) and, if such Interest Period is longer than 3 months, at intervals of 3 months after the first day thereof). (c) For purposes of this Section 2.10, with reference to Revolving Loans and the Term Loan Credit Loans, (i) the “"Applicable Base Rate Margin” " shall be equal to (A) 0.25% from the Closing Date through the fourth second Business Day after the date on which of the Administrative Agent's receipt and satisfactory review of the financial statements and compliance certificate required to be delivered pursuant to Section Sections 5.1(b) and 5.1(d), respectively, for the first second fiscal quarter of fiscal 2002 of the Borrower following the Closing are delivered to the Lender, a percentage equal to 0.75%Affiliated Group, and (B) thereafter, for each Rate Period, the percentage determined for each Rate Period by reference to Table 1 the Fixed Charge Coverage Ratio for the most recent twelve-month period of the Borrower Affiliated Group, as set forth in the table below, and (ii) the “"Applicable Eurodollar LIBOR Margin” " shall be equal to (A) 1.75% from the Closing Date through the fourth second Business Day after the date on which of the Administrative Agent's receipt and satisfactory review of the financial statements and compliance certificate required to be delivered pursuant to Section Sections 5.1(b) and 5.1(d), respectively, for the first second fiscal quarter of fiscal 2002 of the Borrower following the Closing are delivered to the Lender, a percentage equal to 2.25%Affiliated Group, and (B) thereafter, for each Rate Period, the percentage determined for each Rate Period by reference to Table 1 the Fixed Charge Coverage Ratio for the most recent twelve-month period of the Borrower Affiliated Group, as set forth in the table below: I) greater than or equal to 1.75 to 1 1.00 % 2.50 %Revolving Credit Loans

Interest Rates and Payments of Interest. (a) Each Revolving Credit Loan which is a Base Rate Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base Rate plus three quarters of one percent (0.75%) per annum, and the Conversion Term Loan, and each portion of the Term Loan which if it is a Base Rate Loan, shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base Rate plus the Applicable Base Rate Marginone and one quarter percent (1.25%) per annum, which rate rates shall change contemporaneously with any change in the Base Rate. Such interest shall be payable monthly in arrears on the last day first Business Day of any calendar quarter ending in March, June, September and December, in which a Base Rate Loan is outstanding hereunder, and when such Loan is due (whether at maturity, by reason of acceleration or otherwise)each month. (b) Each Revolving Loan, and each portion of the Term Credit Loan which is a Eurodollar LIBOR Loan shall bear interest on the outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum equal to the LIBOR Rate plus two and one half percent (2.50%) per annum, and the Conversion Term Loan, if it is a LIBOR Loan, shall bear interest on the outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum equal to the Eurodollar LIBOR Rate plus the Applicable Eurodollar Marginthree percent (3.00%) per annum. Such interest shall be payable for such Interest Period monthly in arrears on the last day thereof and when such Eurodollar Loan is due (whether at maturity, by reason first Business Day of acceleration or otherwise) and, if such Interest Period is longer than 3 months, at intervals of 3 months after the first day thereofeach month. (c) If a Default shall occur, then at the option of the Agent or the direction of the Majority Lenders the unpaid balance of Loans shall bear interest, to the extent permitted by law, compounded daily at an interest rate equal to a margin of three percent (3.00%) per annum above the interest rate applicable to each such Loan in effect on the day such Default occurs, until such Default is cured or waived. (d) For purposes the purpose of this Section 2.10computing interest on the Loans, any items requiring clearance of payment shall not be considered to have been credited against any Loans hereunder until two (2) Business Days after receipt by the Agent of such items. (e) So long as any Lender shall be required under regulations of the Board of Governors of the Federal Reserve System (or any other banking authority, domestic or foreign, to which such Lender is subject) to maintain reserves with reference respect to Revolving Loans and liabilities or assets consisting of or including “Eurocurrency Liabilities” (as defined in regulations issued from time to time by such Board of Governors), the Term Borrower shall pay to the Agent for the account of each such Lender additional interest on the unpaid principal amount of each LIBOR Loan made by such Lender from the date of such Loan until such principal amount is paid in full, at an interest rate per annum equal at all times to the remainder (rounded upwards, if necessary, to the next higher one one-hundredth of one percent (1/100 of 1%)) obtained by subtracting (i) the “Applicable Base LIBOR Rate Margin” shall be equal to (A) from the Closing Date through the fourth Business Day after the date on which the financial statements required to be delivered pursuant to Section 5.1(b) for the first fiscal quarter of Interest Period for such LIBOR Loan from (ii) the Borrower following the Closing are delivered to the Lender, rate obtained by dividing such LIBOR Rate by a percentage equal to 0.75one hundred percent (100%) minus the LIBOR Reserve Percentage of such Lender for such Interest Period. Such additional interest shall be determined by such Lender and notified to the Borrower through the Agent, and (B) thereafter, the percentage determined for each Rate Period by reference to Table 1 below, and (ii) the “Applicable Eurodollar Margin” shall be equal to (A) from the Closing Date through the fourth Business Day after the payable on each date on which interest is payable on such LIBOR Loan. (f) All agreements between the financial statements required Borrower and the Lenders are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the Obligations or otherwise, shall the amount paid or agreed to be delivered pursuant paid to Section 5.1(b) the Lenders for the first fiscal quarter use or the forbearance of the Obligations exceed the maximum permissible under applicable law. As used herein, the term “applicable law” shall mean the law of The Commonwealth of Massachusetts in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective date. In this regard, it is expressly agreed that it is the intent of the Borrower following and the Closing are delivered Lenders in the execution, delivery and acceptance of the Loan Documents to contract in strict compliance with the laws of The Commonwealth of Massachusetts from time to time in effect. If, under or from any circumstances whatsoever, fulfillment of any provision of any of the Loan Documents at the time of performance of such provision shall be due, shall involve transcending the limit of such validity prescribed by applicable law, then the obligation to be fulfilled shall automatically be reduced to the Lender, a percentage equal to 2.25%limits of such validity, and (B) thereafterif under or from circumstances whatsoever the Lenders should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the percentage determined for each Rate Period by reference reduction of the principal balance of the Obligations and not to Table 1 below: I) greater than or equal to 1.75 to 1 1.00 % 2.50 %the payment of interest. This provision shall control every other provision of all Loan Documents.

Interest Rates and Payments of Interest. (a) Each Revolving Loan, and each portion of the Term Base --------------------------------------- Rate Loan which is a Base Rate Loan, Revolving Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base Rate plus the Applicable Base Rate MarginMargin (provided, however, that Base Rate Loans which are Overadvances shall bear interest at the Base Rate plus one percentage (1.0%)) and each Base Rate Loan which relates to the Term Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base Rate plus three- quarters of one percentage point (.75%). Such interest shall change contemporaneously with any change be payable on the fifteenth day of each month commencing November 15, 1996 and continuing on the same day of each succeeding month until such Loan is due (whether at maturity, by reason of acceleration, by reason of prepayment or otherwise). (b) Each Eurodollar Loan shall bear interest on the outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum, in the Base Ratecase of Revolving Loans, equal to the Adjusted Eurodollar Rate plus the Eurodollar Margin (provided however that Revolving Loans which are Overadvances shall bear interest at the Adjusted Eurodolloar Rate plus three percentage points (3.0%)) and, in the case of the Term Loan, equal to the Adjusted Eurodollar Rate plus two and one-half percentage points (2.5%). Such interest shall be payable on the last day of the Interest Period applicable thereto; provided, however, that interest accruing on any calendar quarter ending Eurodollar Loan having an Interest Period in March, June, September and December, in which a Base Rate Loan is outstanding hereunder, excess of three (3) months shall be payable at intervals of three (3) months from the first day of such Interest Period and when such Loan is due (whether at maturity, by reason of acceleration acceleration, prepayment or otherwise). (bc) Each Revolving Loan, and each portion of the Term Fixed Rate Loan which is a Eurodollar Loan, shall bear interest on the outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum equal to the Eurodollar Cost of Funds Rate plus the Applicable Eurodollar Margintwo and one-quarter of one percentage points (2.25%). Such interest shall be payable for such Interest Period on the last fifteenth day thereof of each month commencing November 15, 1996 and when continuing on the same day of each succeeding month until such Eurodollar Fixed Rate Loan is due (whether at maturity, by reason of acceleration acceleration, by reason of prepayment or otherwise) and, if such Interest Period is longer than 3 months, at intervals of 3 months after the first day thereof). (cd) For purposes Interest shall be computed daily on the basis of a year of three hundred sixty (360) days and paid for the actual number of days elapsed during each Interest Period. If the due date for any payment of principal is extended by operation of law, interest shall be payable for such extended time. If any payment required by this Section 2.10, with reference Agreement becomes due on a day that is not a Business Day such payment may be made on the next succeeding Business Day (subject to Revolving Loans and the Term Loan clause (i) of the “Applicable Base Rate Margin” definition of Interest Period), and such extension shall be equal to (A) from the Closing Date through the fourth Business Day after the date on which the financial statements required to be delivered pursuant to Section 5.1(b) for the first fiscal quarter of the Borrower following the Closing are delivered to the Lender, a percentage equal to 0.75%, and (B) thereafter, the percentage determined for each Rate Period by reference to Table 1 below, and (ii) the “Applicable Eurodollar Margin” shall be equal to (A) from the Closing Date through the fourth Business Day after the date on which the financial statements required to be delivered pursuant to Section 5.1(b) for the first fiscal quarter of the Borrower following the Closing are delivered to the Lender, a percentage equal to 2.25%, and (B) thereafter, the percentage determined for each Rate Period by reference to Table 1 below: I) greater than or equal to 1.75 to 1 1.00 % 2.50 %included in computing interest in connection with such payment.

Interest Rates and Payments of Interest. (a) Each Revolving Loan, and each portion of the Term Loan which is a Base Prime Rate Loan, Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base Alternate Prime Rate plus the Applicable Base Rate Margin, which rate shall change contemporaneously with any change in the Base RateAlternate Prime Rate or the Applicable Margin, as provided below. Such interest shall be payable quarterly in arrears on the last day first Business Day of any calendar quarter ending in March, June, September and December, in which a Base Rate Loan is outstanding hereunder, and when such Loan is due (whether at maturity, by reason of acceleration or otherwise)each quarter. (b) Each Revolving Loan, and each portion of the Term Loan which is a Eurodollar Loan, LIBOR Loan shall bear interest on the outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum equal to the Eurodollar LIBOR Rate plus the Applicable Eurodollar Margin, which rate shall change with any change in the Applicable Margin, as provided below. Such interest shall be payable for such Interest Period on the last day thereof and when such Eurodollar Loan is due (whether at maturity, by reason of acceleration or otherwise) and, if such Interest Period is longer than 3 three months, at intervals of 3 three months after the first day thereof. (c) For purposes of this Section 2.10, with reference to Revolving Loans The Applicable Margin and the Term Loan (i) the “Applicable Base Rate Margin” Leverage Ratio shall be equal to (A) from determined as of the Closing Date through end of each fiscal quarter based upon the fourth Business Day after the date on which the quarterly financial statements required to be delivered pursuant to Section 5.1(b), and any change in the Applicable Margin shall be effective upon the delivery of such financial statements, PROVIDED, HOWEVER that during any period when the Borrower has failed to deliver such quarterly financial statements as required by Section 5.1(b), the Leverage Ratio shall be deemed to be greater than 1.25 to 1.00 for purposes of determining the Applicable Margin. (d) for If an Event of Default shall occur, then at the first fiscal quarter option of the Borrower following Lender (i) Borrower's right to select pricing options shall cease and the Closing are delivered unpaid balance of Loans shall bear interest, to the Lenderextent permitted by law, a percentage compounded daily at an interest rate equal to 0.75%the Prime Rate plus 2% per annum, and (B) thereafter, the percentage determined for each Rate Period by reference to Table 1 belowuntil such Event of Default is cured or waived, and (ii) the “Applicable Eurodollar Margin” Borrower shall pay to the Lender a fee (in addition to the Letter of Credit Fee) equal to 1% per annum of the Maximum Drawing Amount of all Letters of Credit outstanding during the period from the occurrence of such Event of Default until such Event of Default is cured or waived. (e) So long as the Lender shall be equal required under regulations of the Board of Governors of the Federal Reserve System (or any other banking authority, domestic or foreign, to which the Lender is subject) to maintain reserves with respect to liabilities or assets consisting of or including "Eurocurrency Liabilities" (A) as defined in regulations issued from time to time by such Board of Governors), the Borrower shall pay to the Lender additional interest on the unpaid principal amount of each LIBOR Loan made by the Lender from the Closing Date through date of such Loan until such principal amount is paid in full, at an interest rate per annum equal at all times to the fourth Business Day after remainder (rounded upwards, if necessary, to the date on which next higher 1/100 of 1%) obtained by subtracting (i) the financial statements required to be delivered pursuant to Section 5.1(b) LIBOR Rate for the first fiscal quarter of Interest Period for such LIBOR Loan from (ii) the Borrower following the Closing are delivered to the Lender, rate obtained by dividing such LIBOR Rate by a percentage equal to 2.25%100% minus the Reserve Percentage of the Lender for such Interest Period. Such additional interest shall be determined by the Lender and notified to the Borrower, and shall be payable on each date on which interest is payable on such LIBOR Loan. (Bf) thereafterAll agreements between the Borrower and Guarantors and the Lender are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the Loans or otherwise, shall the amount paid or agreed to be paid to the Lender for the use or the forbearance of the Loans exceed the maximum permissible under applicable law. As used in this Section 2.4(f), the percentage determined for each Rate Period term "applicable law" shall mean the law in effect as of the date hereof; PROVIDED, HOWEVER, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement shall be governed by reference such new law as of its effective date. In this regard, it is expressly agreed that it is the intent of the Borrower and the Lender in the execution, delivery and acceptance of this Agreement to Table 1 below: I) greater than contract in strict compliance with the laws of the Commonwealth of Massachusetts from time to time in effect. If, under or equal from any circumstances whatsoever, fulfillment of any provision hereof or of any of the Loan Documents at the time of performance of such provision shall be due, shall involve transcending the limit of such validity prescribed by applicable law, then the obligation to 1.75 be fulfilled shall automatically be reduced to 1 1.00 % 2.50 %the limits of such validity, and if under or from any circumstances whatsoever the Lender should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal balance of the Loans and not to the payment of interest. This provision shall control every other provision of all agreements between the Borrower, the Guarantors and the Lender.

Interest Rates and Payments of Interest. (a) Each Revolving Loan, Credit Loan and each portion of the Term Loan which is a Base Prime Rate Loan, Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base Prime Rate plus the Applicable Base Prime Rate Margin, which rate shall change contemporaneously with any change in the Base Prime Rate. Such interest shall be payable on the last day of any calendar fiscal quarter ending in March, June, September and December, in which a Base Prime Rate Loan is outstanding hereunder, and when such Loan is due (whether at maturity, by reason of acceleration or otherwise). (b) Each Revolving Loan, Credit Loan and each portion of the Term Loan which is a Eurodollar Loan, LIBOR Loan shall bear interest on the outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum equal to the Eurodollar Adjusted LIBOR Rate plus the Applicable Eurodollar LIBOR Margin. Such interest (including any adjustments made in the Administrative Agent's discretion consistent with the definition of Adjusted LIBOR Rate to take into consideration any change in the Reserve Percentage) shall be payable for such Interest Period (i) on the earlier of the last day thereof and when of such Eurodollar Loan is due (whether at maturity, by reason of acceleration or otherwise) Interest Period and, if such Interest Period is longer than 3 months, at intervals of 3 months after the first day thereofof such Interest Period and (ii) when such LIBOR Loan is due (whether at maturity, by reason of acceleration or otherwise). (c) For purposes of this Section 2.102.9, with reference to Revolving Loans and the Term Loan (i) the “"Applicable Base Prime Rate Margin” " shall be equal to (A) from the Closing Date through the fourth second Business Day after the date on which the financial statements and compliance certificate required to be delivered pursuant to Section 5.1(bSections 5.1(a) and 5.1(d), respectively, for the first fiscal quarter year of the Borrower following the Closing are Affiliated Group ending December 31, 2000 is delivered to the LenderAdministrative Agent, a percentage equal to 0.750.25%, and (B) thereafter, the percentage determined for each Rate Period by reference to Table 1 below, and (ii) the “"Applicable Eurodollar LIBOR Margin” " shall be equal to (A) from the Closing Date through the fourth second Business Day after the date on which the financial statements and compliance certificate required to be delivered pursuant to Section 5.1(bSections 5.1(a) and 5.1(d), respectively, for the first fiscal quarter year of the Borrower following the Closing are Affiliated Group ending December 31, 2000 is delivered to the LenderAdministrative Agent, a percentage equal to 2.25%, and (B) thereafter, the percentage determined for each Rate Period by reference to Table TABLE 1 below: ITABLE 1 Revolving Credit Loans and the Term Loan Applicable Applicable Prime Libor Funded Debt Ratio Rate Margin Margin ----------------- ---------------- ---------- a) greater than or equal to 1.75 0.25% 2.25% 3.00 to 1 b) less than 3.00 to 1 1.00 but 0.00% 2.00% greater than or equal to 2.50 %to 1 c) less than 2.50 to 1 0.00% 1.75% For purposes of determining the Applicable Prime Rate Margin and the Applicable LIBOR Margin, the Funded Debt Ratio will be tested quarterly, commencing with the second full fiscal quarter of the Borrower Affiliated Group following the Closing, based on the financial statements and compliance certificate required to be delivered pursuant to Sections 5.1(a) or (b), as applicable, and 5.1(d), respectively. For purposes of determining the interest rate for any Rate Period hereunder, any interest rate change shall be effective two (2) Business Days after the date on which the financial statements and compliance certificate required to be delivered pursuant to Sections 5.1(a) or (b) and 5.1(d), respectively, is delivered to the Administrative Agent, together with a notice to the Administrative Agent (which shall be verified by the Administrative Agent) specifying any change in the Applicable Prime Rate Margin and the Applicable LIBOR Margin, and if the Borrower has failed to deliver the compliance certificate required to be delivered pursuant to Sections 5.1(a) or (b), as applicable, and 5.1(d), respectively, the Applicable Prime Rate Margin and the Applicable LIBOR Margin that would otherwise be in effect shall automatically be increased by .25% until such compliance certificate is delivered.

Interest Rates and Payments of Interest. (a) Each Revolving Loans. So long as no Default or Event of Default has occurred --------------- which is continuing and subject to the terms and conditions set forth herein, Borrower may elect to have any Revolving Loan, or any portion thereof, made as a Prime Rate Loan or a Libor Loan (in minimum amounts of $250,000 and each portion integral multiples of $250,000 in the case of a Libor Loan), and may continue or convert all or any part of a Revolving Loan (in minimum amounts of $250,000 and integral multiples of $250,000 in the case of a conversion to a Libor Loan) into a Loan of any other Type permitted by this Agreement, on any Business Day (which, in the case of a conversion of a Libor Loan, shall be the last day of the Term Interest Period applicable to such Loan). Borrower shall give Lender prior notice of each such conversion (which notice shall be effective upon receipt) in accordance with Section 2.5 hereof. (i) Each Prime Rate Loan which is a Base Rate Loan, shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base Prime Rate plus ---- the Applicable Base Rate Margin, which rate shall change contemporaneously with any change in the Base Prime Rate. Such interest shall be payable in arrears on the last first day of any calendar quarter ending in March, June, September and December, in which a Base Rate Loan is outstanding hereunder, each month and when such Prime Rate Loan is due (whether at maturity, by reason of acceleration or otherwise).; (bii) Each Revolving Loan, and each portion of the Term Libor Loan which is a Eurodollar Loan, shall bear interest on the outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum equal to the Eurodollar Adjusted Libor Rate plus the Applicable Eurodollar Margin. Such ---- interest shall be payable for such Interest Period quarterly and on the last day thereof of the Interest Period applicable thereto and when such Eurodollar Libor Loan is due (whether at maturity, by reason of acceleration or otherwise) and, if such Interest Period is longer than 3 months, at intervals of 3 months after the first day thereof. (c) For purposes of this Section 2.10, with reference to Revolving Loans and the Term Loan (i) the “Applicable Base Rate Margin” shall be equal to (A) from the Closing Date through the fourth Business Day after the date on which the financial statements required to be delivered pursuant to Section 5.1(b) for the first fiscal quarter of the Borrower following the Closing are delivered to the Lender, a percentage equal to 0.75%, and (B) thereafter, the percentage determined for each Rate Period by reference to Table 1 below, and (ii) the “Applicable Eurodollar Margin” shall be equal to (A) from the Closing Date through the fourth Business Day after the date on which the financial statements required to be delivered pursuant to Section 5.1(b) for the first fiscal quarter of the Borrower following the Closing are delivered to the Lender, a percentage equal to 2.25%, and (B) thereafter, the percentage determined for each Rate Period by reference to Table 1 below: I) greater than or equal to 1.75 to 1 1.00 % 2.50 %);

Interest Rates and Payments of Interest. (a) Each Revolving Loan, and each portion of the Term Loan which is a Base Rate Loan, shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base Rate plus the Applicable Base Rate Margin, which rate shall change contemporaneously with any change in the Base Rate. Such interest shall be payable on the last day of any calendar quarter ending in March, June, September and December, in which a Base Rate LIBOR Loan is outstanding hereunder, and when such Loan is due (whether at maturity, by reason of acceleration or otherwise). (b) Each Revolving Loan, and each portion of the Term Loan which is a Eurodollar Loan, shall bear interest on the outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum equal to the Eurodollar Rate plus the Applicable Eurodollar MarginLIBOR Rate. Such interest shall be payable for such Interest Period (i) in arrears on the last day thereof Business Day of the Interest Period with respect thereto and (ii) when such Eurodollar LIBOR Loan is due (whether at maturity, by reason of acceleration or otherwise). In addition, upon any prepayment which has the effect of reducing the outstanding principal amount of any LIBOR Loan to zero (0), all accrued and unpaid interest in respect of such LIBOR Loan shall be payable at the time of any such prepayment. (b) andEach Revolving Loan which is a Prime Rate Loan shall bear interest on the outstanding principal amount thereof, if such for the Interest Period is longer than 3 monthsapplicable thereto, at intervals a rate per annum equal to the Prime Rate in effect from time to time. Such interest shall be payable (i) quarterly in arrears on the last day of 3 months after each quarter commencing September 30, 1995 and continuing on each December 31, March 31, June 30 and September 30 thereafter and (ii) when such Revolving Loan is due (whether at maturity, by reason of acceleration or otherwise). In addition, 33 24 upon any prepayment which has the first day thereofeffect of reducing the outstanding principal amount of any Prime Rate Loan to zero (0), all accrued and unpaid interest in respect of such Prime Rate Loan shall be payable at the time of any such prepayment. (c) For purposes In addition to interest accruing under subsection (a) or (b) above, the Company shall pay interest at a rate per annum equal to one-eighth of this Section 2.10, with reference to one percentage point (.125%) on any Revolving Loans in the principal amount of TWENTY FIVE MILLION AND NO/100 DOLLARS ($25,000,000.00) or more which have been outstanding (or have been continued or converted) for more than six (6) months. Any such additional interest shall accrue after such six (6) month period and shall be payable in arrears to the Term Bank following such initial six (6) month period for each three (3) month period (pro rated for any lesser period of time) that each such Revolving Loan (ior continued or converted Revolving Loan) the “Applicable Base Rate Margin” shall be equal to (A) from the Closing Date through the fourth Business Day after the date on which the financial statements required to be delivered pursuant to Section 5.1(b) for the first fiscal quarter of the Borrower following the Closing are delivered to the Lender, a percentage equal to 0.75%, and (B) thereafter, the percentage determined for each Rate Period by reference to Table 1 below, and (ii) the “Applicable Eurodollar Margin” shall be equal to (A) from the Closing Date through the fourth Business Day after the date on which the financial statements required to be delivered pursuant to Section 5.1(b) for the first fiscal quarter of the Borrower following the Closing are delivered to the Lender, a percentage equal to 2.25%, and (B) thereafter, the percentage determined for each Rate Period by reference to Table 1 below: I) greater than or equal to 1.75 to 1 1.00 % 2.50 %is outstanding.

Interest Rates and Payments of Interest. (a) Each Revolving Loan, and each portion of the Term Loan which is a Base Rate Loan, Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base Rate plus the Applicable Base Rate Margin, which rate shall change contemporaneously with any change in the Base RateRate or in the Applicable Margin. Such interest shall be payable monthly in arrears on the last day first Business Day of any calendar quarter ending in March, June, September and December, in which a Base Rate Loan is outstanding hereunder, and when such Loan is due (whether at maturity, by reason of acceleration or otherwise)each month. (b) Each Revolving Loan, and each portion of the Term Loan which is a Eurodollar Loan, LIBOR Loan shall bear interest on the outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum equal to the Eurodollar LIBOR Rate plus the Applicable Eurodollar Margin, which rate shall change contemporaneously with any change in the LIBOR Rate or in the Applicable Margin. Such interest shall be payable for such Interest Period monthly in arrears on the last day thereof and when such Eurodollar Loan is due (whether at maturity, by reason first Business Day of acceleration or otherwise) and, if such Interest Period is longer than 3 months, at intervals of 3 months after the first day thereofeach month. (c) If a Default shall occur, then at the option of the Lender the unpaid balance of Loans shall bear interest, to the extent permitted by law, compounded daily at an interest rate equal to a margin of three percent (3.00%) per annum above the interest rate applicable to each such Loan in effect on the day such Default occurs, until such Default is cured or waived. (d) For purposes the purpose of this Section 2.10computing interest on the Loans, any items requiring clearance of payment shall not be considered to have been credited against any Loans hereunder until two (2) Business Days after receipt by the Lender of such items. (e) So long as the Lender shall be required under regulations of the Board of Governors of the Federal Reserve System (or any other banking authority, domestic or foreign, to which the Lender is subject) to maintain reserves with reference respect to Revolving Loans and liabilities or assets consisting of or including “Eurocurrency Liabilities” (as defined in regulations issued from time to time by such Board of Governors), the Term Borrower shall pay to the Lender additional interest on the unpaid principal amount of each LIBOR Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at an interest rate per annum equal at all times to the remainder (rounded upwards, if necessary, to the next higher one one-hundredth of one percent (1/100 of 1%)) obtained by subtracting (i) the “Applicable Base LIBOR Rate Margin” shall be equal to (A) from the Closing Date through the fourth Business Day after the date on which the financial statements required to be delivered pursuant to Section 5.1(b) for the first fiscal quarter of Interest Period for such LIBOR Loan from (ii) the Borrower following the Closing are delivered to the Lender, rate obtained by dividing such LIBOR Rate by a percentage equal to 0.75one hundred percent (100%) minus the LIBOR Reserve Percentage of such Lender for such Interest Period. Such additional interest shall be determined by the Lender and notified to the Borrower, and (B) thereafter, the percentage determined for each Rate Period by reference to Table 1 below, and (ii) the “Applicable Eurodollar Margin” shall be equal to (A) from the Closing Date through the fourth Business Day after the payable on each date on which interest is payable on such LIBOR Loan. (f) All agreements between the financial statements required Borrower and the Lender are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the Obligations or otherwise, shall the amount paid or agreed to be delivered pursuant paid to Section 5.1(b) the Lender for the first fiscal quarter use or the forbearance of the Obligations exceed the maximum permissible under applicable law. As used herein, the term “applicable law” shall mean the law of the State of New York in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective date. In this regard, it is expressly agreed that it is the intent of the Borrower following and the Closing are delivered Lender in the execution, delivery and acceptance of the Loan Documents to contract in strict compliance with the laws of the State of New York from time to time in effect. If, under or from any circumstances whatsoever, fulfillment of any provision of any of the Loan Documents at the time of performance of such provision shall be due, shall involve transcending the limit of such validity prescribed by applicable law, then the obligation to be fulfilled shall automatically be reduced to the Lender, a percentage equal to 2.25%limits of such validity, and (B) thereafterif under or from circumstances whatsoever the Lender should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the percentage determined for each Rate Period by reference reduction of the principal balance of the Obligations and not to Table 1 below: I) greater than or equal to 1.75 to 1 1.00 % 2.50 %the payment of interest. This provision shall control every other provision of all Loan Documents.

Interest Rates and Payments of Interest. (ai) Each Revolving Loan, and each Credit Loan or portion of the Term Loan A which is a Base Rate Loan, Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base Rate plus the Applicable Base Rate Margin, which rate shall change contemporaneously with any change in the Base Rate. Such interest shall be payable on the last day Business Day of any calendar fiscal quarter ending in March, June, September and December, in which a Base Rate Loan is outstanding hereunder, and when such Loan is due (whether at maturity, by reason of acceleration or otherwise). (ii) Each Swingline Loan shall bear interest at a fixed rate quoted to the Borrower by the Swingline Lender in its discretion, provided that such quoted rate shall not exceed the Base Rate in effect on the day of quotation. Interest on Swingline Loans shall be payable, and the Borrowers hereby absolutely and unconditionally jointly and severally promise to pay such interest, when such Swingline Loan is due and payable, or when such Swingline Loan is actually paid, if earlier. (b) Each Revolving Loan, and each Credit Loan or portion of the Term Loan A which is a Eurodollar Loan, LIBOR Loan shall bear interest on the outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum equal to the Eurodollar Adjusted LIBOR Rate plus the Applicable Eurodollar LIBOR Margin. Such interest (including any adjustments made in the Administrative Agent's discretion consistent with the definition of Adjusted LIBOR Rate to take into consideration any change in the Reserve Percentage) shall be payable for such Interest Period (i) on the earlier of the last day thereof of such Interest Period and, if such Interest Period is longer than three months, at quarterly intervals after the first day of such Interest Period and (ii) when such Eurodollar LIBOR Loan is due (whether at maturity, by reason of acceleration or otherwise) and, if such Interest Period is longer than 3 months, at intervals of 3 months after the first day thereof). (c) (x) For purposes of this Section 2.102.9 but subject to Section 2.5.3, with reference to Revolving Loans and the Term Loan Credit Loans, (i) the “"Applicable Base Rate Margin” " shall be equal to (A) from the Closing Date through the fourth Business Day after the date on which the financial statements required to be delivered pursuant to Section 5.1(b) not less than, for the first fiscal quarter of the Borrower following the Closing are delivered to the Lender, a percentage equal to 0.75%, and (B) thereaftereach Rate Period, the percentage determined for each Rate Period by reference to the Fixed Charge Coverage Ratio for the most recent four fiscal quarter period of the Borrower Affiliated Group, as set forth in Table 1 below, and (ii) the “"Applicable Eurodollar LIBOR Margin” " shall be equal to (A) from the Closing Date through the fourth Business Day after the date on which the financial statements required to be delivered pursuant to Section 5.1(b) to, for the first fiscal quarter of the Borrower following the Closing are delivered to the Lender, a percentage equal to 2.25%, and (B) thereaftereach Rate Period, the percentage determined for each Rate Period by reference to the Fixed Charge Coverage Ratio for the most recent four fiscal quarter period of the Borrower Affiliated Group, as set forth in Table 1 below: I) Table 1 Revolving Credit Loans Applicable Applicable Fixed Charge Coverage Base Rate LIBOR Ratio Margin Margin --------------------- ---------- ---------- Level I. equal to or less than 1.65 to 0.25% 1.875% 1.00 Level II. greater than or 1.65 to 1.00 and 0.00% 1.625% equal to 1.75 or less than 1.80 to 1 1.00 Level III. greater than 1.80 to 1.00 and 0.00% 1.375% equal to or less than 2.15 to 1.00 Level IV. greater than 2.15 to 1.00 and 0.00% 1.125% equal to or less than 2.50 to 1.00 Level V. greater than 2.50 to 1.00 0.00% 0.875%

Interest Rates and Payments of Interest. (a) Each Revolving Loan, and each portion of the Term Loan which is a Base Rate Loan, Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base Rate plus the Applicable Base Rate MarginRate, which rate shall change contemporaneously with any change in the Base Rate, as provided below. Such interest shall be payable monthly in arrears on the last day first Business Day of any calendar quarter ending in March, June, September and December, in which a Base Rate Loan is outstanding hereunder, and when such Loan is due (whether at maturity, by reason of acceleration or otherwise)each month. (b) Each Revolving Loan, and each portion of the Term Loan which is a Eurodollar Loan, LIBOR Loan shall bear interest on the outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum equal to the Eurodollar LIBOR Rate plus the Applicable Eurodollar Margina margin of two and three quarters percent (2.75%) per annum. Such interest shall be payable for such Interest Period monthly in arrears on the last day thereof and when such Eurodollar Loan is due (whether at maturity, by reason first Business Day of acceleration or otherwise) and, if such Interest Period is longer than 3 months, at intervals of 3 months after the first day thereofeach month. (c) If a Default shall occur, then at the option of the Agent or the direction of the Majority Lenders the unpaid balance of Loans shall bear interest, to the extent permitted by law, compounded daily at an interest rate equal to a margin of four percent (4.00%) per annum above the interest rate applicable to each such Loan in effect on the day such Default occurs, until such Default is cured or waived. (d) For purposes the purpose of this Section 2.10computing interest on the Loans, any items requiring clearance or payment shall not be considered to have been credited against any Loans hereunder until two (2) Business Days after receipt by the Agent of such items. (e) So long as any Lender shall be required under regulations of the Board of Governors of the Federal Reserve System (or any other banking authority, domestic or foreign, to which such Lender is subject) to maintain reserves with reference respect to Revolving Loans and liabilities or assets consisting of or including “Eurocurrency Liabilities” (as defined in regulations issued from time to time by such Board of Governors), the Term Borrower shall pay to the Agent for the account of each such Lender additional interest on the unpaid principal amount of each LIBOR Loan made by such Lender from the date of such Loan until such principal amount is paid in full, at an interest rate per annum equal at all times to the remainder (rounded upwards, if necessary, to the next higher 1/100 of 1%) obtained by subtracting (i) the “Applicable Base LIBOR Rate Margin” shall be equal to (A) from the Closing Date through the fourth Business Day after the date on which the financial statements required to be delivered pursuant to Section 5.1(b) for the first fiscal quarter of Interest Period for such LIBOR Loan from (ii) the Borrower following the Closing are delivered to the Lender, rate obtained by dividing such LIBOR Rate by a percentage equal to 0.75%100% minus the LIBOR Reserve Percentage of such Lender for such Interest Period. Such additional interest shall be determined by such Lender and notified to the Borrower through the Agent, and (B) thereafter, the percentage determined for each Rate Period by reference to Table 1 below, and (ii) the “Applicable Eurodollar Margin” shall be equal to (A) from the Closing Date through the fourth Business Day after the payable on each date on which interest is payable on such LIBOR Loan. (f) All agreements between the financial statements required Borrower and the Lenders are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the Obligations or otherwise, shall the amount paid or agreed to be delivered pursuant paid to Section 5.1(b) the Lenders for the first fiscal quarter use or the forbearance of the Obligations exceed the maximum permissible under applicable law. As used herein, the term “applicable law” shall mean the law of The Commonwealth of Massachusetts in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective date. In this regard, it is expressly agreed that it is the intent of the Borrower following and the Closing are delivered Lenders in the execution, delivery and acceptance of the Loan Documents to contract in strict compliance with the laws of The Commonwealth of Massachusetts from time to time in effect. If, under or from any circumstances whatsoever, fulfillment of any provision of any of the Loan Documents at the time of performance of such provision shall be due, shall involve transcending the limit of such validity prescribed by applicable law, then the obligation to be fulfilled shall automatically be reduced to the Lender, a percentage equal to 2.25%limits of such validity, and (B) thereafterif under or from circumstances whatsoever the Lenders should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the percentage determined for each Rate Period by reference reduction of the principal balance of the Obligations and not to Table 1 below: I) greater than or equal to 1.75 to 1 1.00 % 2.50 %the payment of interest. This provision shall control every other provision of all Loan Documents.

Interest Rates and Payments of Interest. (a) Each Revolving Loan, and each portion of the Term Loan which is a Base Rate Loan, Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Alternate Base Rate plus the Applicable Base Rate Margin0.25%, which rate shall change contemporaneously with any change in the Alternate Base Rate. Such interest shall be payable monthly in arrears on the last day first Business Day of any each calendar quarter ending in March, June, September and December, in which a Base Rate Loan is outstanding hereunder, and when such Loan is due (whether at maturity, by reason of acceleration or otherwise)month following the Closing Date. (b) Each Revolving Loan, and each portion of the Term Loan which is a Eurodollar Loan, LIBOR Loan shall bear interest on the outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum equal to the Eurodollar LIBOR Rate plus the Applicable Eurodollar Margin2.00%. Such interest shall be payable for such Interest Period on the last day thereof thereof. (i) If an Event of Default shall occur, then (x) the unpaid balance of Loans shall bear interest, to the extent permitted by law, compounded daily at an interest rate equal to 2% per annum above the interest rate applicable to such Loans (determined pursuant to subsections (a) and when (b) above) in effect on the day such Eurodollar Event of Default occurs, until such Event of Default is cured or waived, and (y) the Letter of Credit Fees shall be increased by 2.00% per annum until such Event of Default is cured or waived, and such interest shall be payable upon the demand of the Administrative Agent. (d) So long as any Lender shall be required under regulations of the Board of Governors of the Federal Reserve System (“FRB”) (or any other banking authority, domestic or foreign, to which such Lender is subject) to maintain reserves with respect to liabilities or assets consisting of or including “Eurocurrency Liabilities” (as defined in regulations issued from time to time by such Board of Governors), the Borrowers shall pay to the Administrative Agent for the account of each such Lender additional interest on the unpaid principal amount of each LIBOR Loan made by such Lender from the date of such Loan until such principal amount is due paid in full, at an interest rate per annum equal at all times to the remainder (rounded upwards, if necessary, to the next higher 1/100 of 1%) obtained by subtracting (i) the LIBOR Rate for the Interest Period for such LIBOR Loan from (ii) the rate obtained by dividing such LIBOR Rate by a percentage equal to 100% minus the Reserve Percentage of such Lender for such Interest Period. Such additional interest shall be determined by such Lender and notified to the Borrowers through the Administrative Agent, and shall be payable on each date on which interest is payable on such LIBOR Loan. (e) All agreements between or among the Borrowers and the Lenders are hereby expressly limited so that in no contingency or event whatsoever, whether at maturity, by reason of acceleration of maturity of the Obligations or otherwise) and, if shall the amount paid or agreed to be paid to the Lenders for the use or the forbearance of the Obligations exceed the maximum permissible under applicable law. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such Interest Period new law as of its effective date. In this regard, it is longer than 3 months, at intervals expressly agreed that it is the intent of 3 months after the first day thereof. (c) For purposes of this Section 2.10, with reference to Revolving Loans Borrowers and the Term Lenders in the execution, delivery and acceptance of the Loan (i) Documents to contract in strict compliance with the “Applicable Base Rate Margin” laws of the State of New York from time to time in effect. If, under or from any circumstances whatsoever, fulfillment of any provision of any of the Loan Documents at the time of performance of such provision shall be equal to (A) from due, shall involve transcending the Closing Date through limit of such validity prescribed by applicable law, then the fourth Business Day after the date on which the financial statements required Obligation to be delivered pursuant fulfilled shall automatically be reduced to Section 5.1(b) for the first fiscal quarter limits of such validity, and if under or from circumstances whatsoever the Lenders should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the Borrower following principal balance of the Closing are delivered Obligations and not to the Lender, a percentage equal to 0.75%, and (B) thereafter, the percentage determined for each Rate Period by reference to Table 1 below, and (ii) the “Applicable Eurodollar Margin” payment of interest. This provision shall be equal to (A) from the Closing Date through the fourth Business Day after the date on which the financial statements required to be delivered pursuant to Section 5.1(b) for the first fiscal quarter control every other provision of the Borrower following the Closing are delivered to the Lender, a percentage equal to 2.25%, and (B) thereafter, the percentage determined for each Rate Period by reference to Table 1 below: I) greater than or equal to 1.75 to 1 1.00 % 2.50 %all Loan Documents.

Interest Rates and Payments of Interest. (ai) Each Revolving Loan, and each portion of the Term Credit Loan which is a Base Prime Rate Loan, Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base Rate plus the Applicable Base Rate MarginPrime Rate, which rate shall change contemporaneously with any change in the Base Prime Rate. Such interest on Revolving Credit Loans shall be payable payable, and the Borrower hereby absolutely and unconditionally promises to pay such interest, quarterly in arrears on the last day of any calendar quarter ending in March, June, September and December, in which a Base Rate Loan is outstanding hereunderDecember of each year, and when such Loan is due (whether at maturity, by reason of acceleration or otherwise). (ii) Each Swingline Loan shall bear interest at a fixed rate quoted to the Borrower by the Swingline Lender in its discretion, provided that such quoted rate shall not exceed the Prime Rate in effect on the day of quotation. Interest on Swingline Loans shall be payable, and the Borrower hereby absolutely and unconditionally promises to pay such interest, when such Swingline Loan is due and payable, or when such Swingline Loan is actually paid, if earlier. (b) Each Revolving Loan, and each portion of the Term Credit Loan which is a Eurodollar Loan, LIBOR Loan shall bear interest on the outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum equal to the Eurodollar Adjusted LIBOR Rate plus the Applicable Eurodollar LIBOR Margin. Such interest shall be payable payable, and the Borrower hereby absolutely and unconditionally promises to pay such interest, for such Interest Period (i) on the last day thereof of such Interest Period and, if such Interest Period is six (6) months, at the end of the third month after the first day of such Interest Period and (ii) when such Eurodollar LIBOR Loan is due (whether at maturity, by reason of acceleration or otherwise) and, if such Interest Period is longer than 3 months, at intervals of 3 months after the first day thereof). (c) For purposes of this Section 2.102.9 (but subject to increase pursuant to Section 2.10 with respect to the Applicable LIBOR Margin), with reference to Revolving Loans and the Term Loan (i) the “Applicable Base Rate LIBOR Margin” and the “Applicable Commitment Fee Rate” shall be equal to (A) from the Closing Date through the fourth Business Day after the date on which the financial statements required to be delivered pursuant to Section 5.1(b) for the first fiscal quarter of the Borrower six-month period following the Closing are delivered to Date, the Lender, a percentage equal to 0.75%Applicable LIBOR Margin and the Applicable Commitment Fee Rate set forth in Level III below, and (B) thereafter, the percentage determined for each Rate Period by reference to Table 1 below, and below based on the higher (by Level number) of the following two Levels: (i) the Level applicable to the Borrower under the heading “Rating” or (ii) the “Applicable Eurodollar Margin” shall be equal Level applicable to (A) from the Closing Date through the fourth Business Day after the date on which the financial statements required to be delivered pursuant to Section 5.1(b) for the first fiscal quarter of the Borrower following under the Closing are delivered to the Lender, a percentage equal to 2.25%, and (B) thereafter, the percentage determined for each heading “Adjusted Interest Coverage Ratio”: Applicable Applicable Level Rating Adjusted Interest Coverage Ratio Margin* Rate Period by reference to Table 1 below: I) greater <BBB- less than or equal to 1.75 2.5 to 1 1.00 1.125% 2.50 0.175%

Interest Rates and Payments of Interest. (a) Each Revolving Loan, Credit Loan and each portion of the Term Loan which is a Base Prime Rate Loan, Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base Prime Rate plus the Applicable Base Prime Rate Margin, which rate shall change contemporaneously with any change in the Base Prime Rate. Such interest shall be payable on the last day of any calendar fiscal quarter ending in March, June, September and December, in which a Base Prime Rate Loan is outstanding hereunder, and when such Loan is due (whether at maturity, by reason of acceleration or otherwise). (b) Each Revolving Loan, Credit Loan and each portion of the Term Loan which is a Eurodollar Loan, LIBOR Loan shall bear interest on the outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum equal to the Eurodollar LIBOR Rate plus the Applicable Eurodollar LIBOR Margin. Such interest (including any adjustments made in the Administrative Agent’s discretion consistent with the definition of LIBOR Rate to take into consideration any change in the LIBOR Reserve Percentage) shall be payable for such Interest Period (i) on the earlier of the last day thereof and when of such Eurodollar Loan is due (whether at maturity, by reason of acceleration or otherwise) Interest Period and, if such Interest Period is longer than 3 months, at intervals of 3 months after the first day thereofof such Interest Period and (ii) when such LIBOR Loan is due (whether at maturity, by reason of acceleration or otherwise). (c) For purposes of this Section 2.102.9, with reference to Revolving Loans and the Term Loan (i1) the “Applicable Base Prime Rate Margin” shall be equal to (A) from the Closing Date through the fourth second Business Day after the date on which the financial statements compliance certificate required to be delivered pursuant to Section 5.1(b) 5.1(d), for the first fiscal quarter preceding rolling twelve (12) month period of the Borrower following the Closing are Affiliated Group ending September 30, 2003 is delivered to the LenderAdministrative Agent, a percentage equal to 0.75at least 1.75%, and (B) thereafter, the percentage determined for each Rate Period by reference to Table 1 below, and (ii) the “Applicable Eurodollar LIBOR Margin” shall be equal to (A) from the Closing Date through the fourth second Business Day after the date on which the financial statements compliance certificate required to be delivered pursuant to Section 5.1(b) 5.1(d), for the first fiscal quarter preceding rolling twelve (12) month period of the Borrower following the Closing are Affiliated Group ending September 30, 2003 is delivered to the LenderAdministrative Agent, a percentage equal to 2.25at least 1.75%, and (B) thereafter, the percentage determined for each Rate Period by reference to Table 1 below: I: a) greater than or equal to 1.75 2.25 to 1 1.00 0.00 % 2.50 2.00 % b) less than 2.25 to 1 but greater than or equal to 1.50 to 1 0.00 % 1.75 % c) less than 1.50 to 1 0.00 % 1.50 % For purposes of determining the Applicable Prime Rate Margin and the Applicable LIBOR Margin, the Funded Debt Ratio will be tested quarterly, commencing with the second full fiscal quarter of the Borrower Affiliated Group following the Closing, based on the financial statements and compliance certificate required to be delivered pursuant to Sections 5.1(a) or (b), as applicable, and 5.1(d), respectively. For purposes of determining the interest rate for any Rate Period hereunder, any interest rate change shall be effective two (2) Business Days after the date on which the financial statements and compliance certificate required to be delivered pursuant to Sections 5.1(a) or (b) and 5.1(d), respectively, is delivered to the Administrative Agent, together with a notice to the Administrative Agent (which shall be verified by the Administrative Agent) specifying any change in the Applicable Prime Rate Margin and the Applicable LIBOR Margin, and if the Borrower has failed to deliver the compliance certificate required to be delivered pursuant to Sections 5.1(a) or (b), as applicable, and 5.1(d), respectively, the Applicable Prime Rate Margin and the Applicable LIBOR Margin that would otherwise be in effect shall automatically be increased by .25% until such compliance certificate is delivered.

Interest Rates and Payments of Interest. (a) Each Revolving Loan, and each portion of the Term Loan which is a Base Rate Loan, Loan shall bear interest on the outstanding principal amount thereof the Base Rate plus 0.50%, which rate contemporaneously with and change in if a material Event of Default shall the Agent the unpaid balance of Base interest, to the extent permitted by interest rate equal to the Base Rate at a rate per annum equal to the Base Rate plus the Applicable Base Rate Margin, which rate shall change contemporaneously with any change in the Base Rate; PROVIDED that occur, then at the option of Rate Loans shall bear law, compounded daily at an plus 4%, until such Event of Default is cured or waived. Such interest shall be payable monthly in arrears on the last day first Business Day of any calendar quarter ending in Marcheach month, Junecommencing October 1, September and December, in which a Base Rate Loan is outstanding hereunder1995, and when such Loan is due (whether at maturity, by reason of acceleration or otherwise). (b) Each Revolving Loan, and each portion of the Term Fixed Rate Loan which is a Eurodollar Loan, shall bear interest on the outstanding principal amount thereof, for each Fixed Rate Period applicable thereto, at the Fixed Rate applicable thereto; PROVIDED that if a material Event of Default shall occur, then at the option of the Agent the unpaid balance of Fixed Rate Loans shall bear interest, to the extent permitted by law, compounded daily at an interest rate equal to the Base Rate plus 4%, until such Event of Default is cured or waived. Such interest shall be payable for such Fixed Rate Period monthly in arrears on the first Business Day of each month during such Fixed Rate period, on the last date thereof and when such Fixed Rate Loan is due (whether maturity, by reason of acceleration or otherwise). (c) Each Eurodollar Loan shall bear interest on. The outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum equal to the Eurodollar Rate plus 2.50%; PROVIDED that if a material Event of Default shall occur, then at the Applicable option of the Agent the unpaid balance of the Eurodollar MarginLoans shall bear interest, to the extent permitted by law, compounded daily at an interest rate equal to the Eurodollar Rate plus 4.50%. Such interest shall be payable for such Interest Period on the last day thereof and when such Eurodollar Loan is due (whether at maturity, by reason of acceleration or otherwise) and, if such Interest Period is longer than 3 three months, at intervals of 3 three months after the first day thereof. (cd) For purposes So long as any Lender shall be required under regulations of this Section 2.10the Board of Governors of the Federal Reserve System (or any other banking authority, domestic or foreign, to which such Lender is subject) to maintain reserves with reference respect to Revolving Loans and liabilities or assets consisting of or including "Eurocurrency Liabilities" (as defined in regulations issued from time to time by such Board of Governors), the Term Borrower shall pay to the Agent for the account of each such Lender additional interest on the unpaid principal amount of each Eurodollar Loan made by such Lender from the date of such Loan until such principal amount is paid in full, at an interest rate per annum equal at all times to the remainder (rounded upwards, if necessary, to the next higher 1/8 of 1%) obtained by subtracting (i) the “Applicable Base Eurodollar Rate Margin” shall be equal to (A) from the Closing Date through the fourth Business Day after the date on which the financial statements required to be delivered pursuant to Section 5.1(b) for the first fiscal quarter of Interest Period for such Eurodollar Loan from (ii) the Borrower following the Closing are delivered to the Lender, rate obtained by dividing such Eurodollar Rate by a percentage equal to 0.75%100% minus the Eurodollar Reserve Percentage of such Lender for such Interest Period. Such additional interest shall be determined by such Lender and notified to the Borrower through the Agent, and (B) thereafter, the percentage determined for each Rate Period by reference to Table 1 below, and (ii) the “Applicable Eurodollar Margin” shall be equal to (A) from the Closing Date through the fourth Business Day after the payable on each date on which the financial statements required to be delivered pursuant to Section 5.1(b) for the first fiscal quarter of the Borrower following the Closing are delivered to the Lender, a percentage equal to 2.25%, and (B) thereafter, the percentage determined for each Rate Period by reference to Table 1 below: I) greater than or equal to 1.75 to 1 1.00 % 2.50 %interest is payable on such Eurodollar Loan.

Interest Rates and Payments of Interest. (a) Each Revolving Loan, and each portion of the Term Loan which is a Base Rate Loan, Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base Rate plus the Applicable Base Rate Margin, which rate shall change contemporaneously with any change in the Base Rate. Such interest shall be payable quarterly in arrears on the last first day of any calendar each succeeding quarter ending in March, June, September and December, in which a Base Rate Loan is outstanding hereunder, beginning January 1, 1998, and when such Loan is due (whether at maturity, by reason of acceleration or otherwise). (b) Each Revolving Loan, and each portion of the Term Loan which is a Eurodollar Loan, Loan shall bear interest on the outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum equal to the Adjusted Eurodollar Rate plus the Applicable Eurodollar Margin. Such interest shall be payable for such Interest Period on the last day thereof and when such Eurodollar Loan is due (whether at maturity, by reason of acceleration or otherwise) and, if such Interest Period is longer than 3 months, at intervals of 3 months after the first day thereof. (c) For purposes of this Section 2.10, with reference to Revolving Loans and the Term Loan (i) the “"Applicable Base Rate Margin” " shall be equal to (A) from the Closing Date through the fourth Business Day day after the date on which the quarterly financial statements required to be delivered pursuant to Section 5.1(b) for the first fiscal quarter of ending September 30, 1997 (the Borrower following the Closing "September 30 Financial Statements") are delivered to the LenderAgent, a percentage equal to 0.750.50%, and (B) thereafter, the percentage determined for each Rate Period by reference to Table 1 2 below, and (ii) the “"Applicable Eurodollar Margin” " shall be equal to (A) from the Closing Date through the fourth Business Day day after the date on which the financial statements September 30 Financial Statements are required to be delivered pursuant to Section 5.1(b) for the first fiscal quarter of the Borrower following the Closing are delivered to the LenderAgent, a percentage equal to 2.252.00%, and (B) thereafter, the percentage determined for each Rate Period by reference to Table 1 2 below: I) greater than or equal to 1.75 to 1 1.00 % 2.50 %:

Interest Rates and Payments of Interest. (a) Each Revolving Loan, and each portion of the Term Loan which is a Base Rate Loan, Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base Rate plus the Applicable Base Rate MarginRate, which rate shall change contemporaneously with any change in the Base Rate, as provided below. Such interest shall be payable monthly in arrears on the last day first Business Day of any calendar quarter ending in March, June, September and December, in which a Base Rate Loan is outstanding hereunder, and when such Loan is due (whether at maturity, by reason of acceleration or otherwise)each month. (b) Each Revolving Loan, and each portion of the Term Loan which is a Eurodollar Loan, LIBOR Loan shall bear interest on the outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum equal to the Eurodollar LIBOR Rate plus the Applicable Eurodollar Margina margin of two and three quarters percent (2.75%) per annum. Such interest shall be payable for such Interest Period monthly in arrears on the last day thereof and when such Eurodollar Loan is due (whether at maturity, by reason first Business Day of acceleration or otherwise) and, if such Interest Period is longer than 3 months, at intervals of 3 months after the first day thereofeach month. (c) If a Default shall occur, then at the option of the Agent or the direction of the Majority Lenders the unpaid balance of Loans shall bear interest, to the extent permitted by law, compounded daily at an interest rate equal to a margin of four percent (4.00%) per annum above the interest rate applicable to each such Loan in effect on the day such Default occurs, until such Default is cured or waived. (d) For purposes the purpose of this Section 2.10computing interest on the Loans, any items requiring clearance of payment shall not be considered to have been credited against any Loans hereunder until two (2) Business Days after receipt by the Agent of such items. (e) So long as any Lender shall be required under regulations of the Board of Governors of the Federal Reserve System (or any other banking authority, domestic or foreign, to which such Lender is subject) to maintain reserves with reference respect to Revolving Loans and liabilities or assets consisting of or including “Eurocurrency Liabilities” (as defined in regulations issued from time to time by such Board of Governors), the Term Borrower shall pay to the Agent for the account of each such Lender additional interest on the unpaid principal amount of each LIBOR Loan made by such Lender from the date of such Loan until such principal amount is paid in full, at an interest rate per annum equal at all times to the remainder (rounded upwards, if necessary, to the next higher 1/100 of 1%) obtained by subtracting (i) the “Applicable Base LIBOR Rate Margin” shall be equal to (A) from the Closing Date through the fourth Business Day after the date on which the financial statements required to be delivered pursuant to Section 5.1(b) for the first fiscal quarter of Interest Period for such LIBOR Loan from (ii) the Borrower following the Closing are delivered to the Lender, rate obtained by dividing such LIBOR Rate by a percentage equal to 0.75%100% minus the LIBOR Reserve Percentage of such Lender for such Interest Period. Such additional interest shall be determined by such Lender and notified to the Borrower through the Agent, and (B) thereafter, the percentage determined for each Rate Period by reference to Table 1 below, and (ii) the “Applicable Eurodollar Margin” shall be equal to (A) from the Closing Date through the fourth Business Day after the payable on each date on which interest is payable on such LIBOR Loan. (f) All agreements between the financial statements required Borrower and the Lenders are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the Obligations or otherwise, shall the amount paid or agreed to be delivered pursuant paid to Section 5.1(b) the Lenders for the first fiscal quarter use or the forbearance of the Obligations exceed the maximum permissible under applicable law. As used herein, the term “applicable law” shall mean the law of The Commonwealth of Massachusetts in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective date. In this regard, it is expressly agreed that it is the intent of the Borrower following and the Closing are delivered Lenders in the execution, delivery and acceptance of the Loan Documents to contract in strict compliance with the laws of The Commonwealth of Massachusetts from time to time in effect. If, under or from any circumstances whatsoever, fulfillment of any provision of any of the Loan Documents at the time of performance of such provision shall be due, shall involve transcending the limit of such validity prescribed by applicable law, then the obligation to be fulfilled shall automatically be reduced to the Lender, a percentage equal to 2.25%limits of such validity, and (B) thereafterif under or from circumstances whatsoever the Lenders should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the percentage determined for each Rate Period by reference reduction of the principal balance of the Obligations and not to Table 1 below: I) greater than or equal to 1.75 to 1 1.00 % 2.50 %the payment of interest. This provision shall control every other provision of all Loan Documents.

Interest Rates and Payments of Interest. (a) Each Revolving Loan, and each portion of the Term Credit Loan which is a Base Rate Loan, Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base Rate plus the Applicable Base Rate Margin, which rate shall change contemporaneously with any change in the Base RateRate or the Applicable Margin, as provided below. Such interest shall be payable monthly in arrears on the last fifteenth day of any each calendar quarter ending in Marchmonth, Junecommencing May 15, September and December, in which a Base Rate Loan is outstanding hereunder, and when such Loan is due (whether at maturity, by reason of acceleration or otherwise)1998. (b) Each Revolving Loan, and each portion of the Term Credit Loan which is a Eurodollar Loan, Loan shall bear interest on the outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum equal to the Eurodollar Rate plus the Applicable Eurodollar Margin, which rate shall change with any change in the Applicable Margin, as provided below. Such interest shall be payable for such Interest Period on the last day thereof and when such Eurodollar Loan is due (whether at maturity, by reason of acceleration or otherwise) and, if such Interest Period is longer than 3 three months, at intervals of 3 three months after the first day thereof. (c) For purposes of this Section 2.10, with reference to Revolving Loans The Applicable Margin and the Term Loan (i) the “Applicable Base Rate Margin” Leverage Ratio shall be equal to (A) from determined as of the Closing Date through end of each fiscal quarter of the fourth Business Day after Borrowers based upon the date on which the quarterly financial statements required to be delivered pursuant to Section 5.1(b) and any change in the Applicable Margin shall not be effective until the delivery of such financial statements, PROVIDED, HOWEVER, that during any period when the Borrowers have failed to deliver such financial statements as required by Section 5.1(b), the Leverage Ratio shall be deemed to be greater than 3.00:1.00 for purposes of determining the Applicable Margin until delivery to the Agent of such financial statements at which time the appropriate Applicable Margin will become effective. (d) If an Event of Default shall occur, then at the option of the Agent or the direction of the Majority Lenders (i) the unpaid balance of Loans shall bear interest, compounded daily, at an interest rate equal to 2% per annum above the then otherwise applicable interest rates on the outstanding Loans. (e) So long as any Lender shall be required under regulations of the Board of Governors of the Federal Reserve System (or any other banking authority, domestic or foreign, to which such Lender is subject) to maintain reserves with respect to liabilities or assets consisting of or including "Eurocurrency Liabilities" (as defined in regulations issued from time to time by such Board of Governors), the Borrowers shall pay to the Agent for the first fiscal quarter account of each such Lender additional interest on the Borrower following unpaid principal amount of each Eurodollar Loan made by such Lender from the Closing are delivered date of such Loan until such principal amount is paid in full, at an interest rate per annum equal at all times to the Lenderremainder (rounded upwards, if necessary, to the next higher 1/100 of 1%) obtained by subtracting (i) the Eurodollar Rate for the Interest Period for such Eurodollar Loan from (ii) the rate obtained by dividing such Eurodollar Rate by a percentage equal to 0.75%100% minus the Eurodollar Reserve Percentage of such Lender for such Interest Period. Such Lender shall determine such additional interest and notify the Borrowers, through the Agent, and (B) thereafter, the percentage determined for each Rate Period by reference to Table 1 below, and (ii) the “Applicable Eurodollar Margin” such additional interest shall be equal to (A) from the Closing Date through the fourth Business Day after the payable on each date on which the financial statements required to be delivered pursuant to Section 5.1(b) for the first fiscal quarter of the Borrower following the Closing are delivered to the Lender, a percentage equal to 2.25%, and (B) thereafter, the percentage determined for each Rate Period by reference to Table 1 below: I) greater than or equal to 1.75 to 1 1.00 % 2.50 %interest is payable on such Eurodollar Loan.

Interest Rates and Payments of Interest. Interest shall accrue and be paid as follows: 2.4.1 Interest will accrue at the rate set forth in Schedule 2 and made part hereof and shall be calculated on the basis of a 360-day year, counting the actual number of days elapsed, on the greater of One Million Five Hundred Thousand Dollars (a$1,500,000.00) Each Revolving Loanor the principal balance of the Loans, from time to time outstanding, and shall be payable on the first (1st) day of each portion month commencing on the first (1st) day of the Term Loan which is a Base Rate Loan, shall bear interest first month after the Closing Date and continuing on the outstanding principal amount thereof at a same day of each month thereafter until all Obligations are satisfied in full. 2.4.2 If the rate per annum equal is related to the Base Rate plus Rate, each time the Applicable Base Rate Marginshall change, which rate the Interest Rate on the Loans shall change contemporaneously with any such change in the Base Rate. Such interest If, at any time, any rate shall be payable deemed by any competent court of law, Governmental Authority or tribunal to exceed the maximum rate of interest permitted by any applicable Laws, then, for such time as such Rate would be deemed excessive, application thereof shall be suspended and there shall be charged in lieu thereof the maximum rate of interest permissible under such Laws. 2.4.3 The Lender agrees to give the Borrowers next Business Day availability on payments received and deposited into Lender’s account at Wilmington Trust FSB (the last day “Concentration Account”). Provided, however; that (a) for the purpose of any calendar quarter ending computing interest hereunder such items shall be applied by Lender on account of the Revolving Loans the number of days equal to the Float Factor described in March, June, September and December, in which a Base Rate Loan is outstanding hereunderSchedule 2 after same have been deposited into the Concentration Account, and when such Loan is due (whether at maturity, by reason of acceleration or otherwise). (b) Each Revolving Loanno such item received by Lender shall constitute payment to Lender unless such item is actually collected by the bank at which Lender maintains its Concentration Account, and each portion of the Term Loan which is a Eurodollar Loanpresently, shall bear interest on the outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum equal to the Eurodollar Rate plus the Applicable Eurodollar Margin. Such interest shall be payable for such Interest Period on the last day thereof and when such Eurodollar Loan is due (whether at maturity, by reason of acceleration or otherwise) and, if such Interest Period is longer than 3 months, at intervals of 3 months after the first day thereofWilmington Trust FSB. (c) For purposes of this Section 2.10, with reference to Revolving Loans and the Term Loan (i) the “Applicable Base Rate Margin” shall be equal to (A) from the Closing Date through the fourth Business Day after the date on which the financial statements required to be delivered pursuant to Section 5.1(b) for the first fiscal quarter of the Borrower following the Closing are delivered to the Lender, a percentage equal to 0.75%, and (B) thereafter, the percentage determined for each Rate Period by reference to Table 1 below, and (ii) the “Applicable Eurodollar Margin” shall be equal to (A) from the Closing Date through the fourth Business Day after the date on which the financial statements required to be delivered pursuant to Section 5.1(b) for the first fiscal quarter of the Borrower following the Closing are delivered to the Lender, a percentage equal to 2.25%, and (B) thereafter, the percentage determined for each Rate Period by reference to Table 1 below: I) greater than or equal to 1.75 to 1 1.00 % 2.50 %

Interest Rates and Payments of Interest. (a) Each Revolving Loan, and each portion of the Term Prime Rate Loan which is a Base Rate Loan, Revolving Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base Prime Rate and each Prime Rate Loan which relates to the Term Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Prime Rate plus the Applicable Base Rate Margin, which rate shall change contemporaneously with any change in the Base Rateone-quarter of one percentage point (.25%). Such interest shall be payable on the last fifteenth day of any calendar quarter ending in Marcheach month commencing November 15, June, September 1994 and December, in which a Base Rate Loan is outstanding hereunder, and when continuing on the same day of each succeeding month until such Loan is due (whether at maturity, by reason of acceleration acceleration, by reason of prepayment or otherwise). (b) Each Libor Loan shall bear interest on the outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum, in the case of Revolving LoanLoans, and each portion equal to the Libor Rate plus two percentage points (2.0%) and, in the case of the Term Loan which is a Eurodollar Loan, equal to the Libor Rate plus two and one-half percentage points (2.5%). Such interest shall be payable on the fifteenth day of each month commencing November 15, 1994, and continuing on the same day of each succeeding month until such Libor Loan is due (whether at maturity, by reason of acceleration, by reason of prepayment or otherwise). (c) Each Matched Rate Loan shall bear interest on the outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum equal to the Eurodollar Matched Rate plus the Applicable Eurodollar MarginRate. Such interest shall be payable for such Interest Period on the last fifteenth day thereof of each month commencing November 15, 1994 and when continuing on the same day of each succeeding month until such Eurodollar Matched Rate Loan is due (whether at maturity, by reason of acceleration acceleration, by reason of prepayment or otherwise) and, if such Interest Period is longer than 3 months, at intervals of 3 months after the first day thereof). (cd) For purposes Interest shall be computed daily on the basis of a year of three hundred sixty (360) days and paid for the actual number of days elapsed during each Interest Period. If the due date for any payment of principal is extended by operation of law, interest shall be payable for such extended time. If any payment required by this Section 2.10, with reference Agreement becomes due on a day that is not a Business Day such payment may be made on the next succeeding Business Day (subject to Revolving Loans and the Term Loan clause (i) of the “Applicable Base Rate Margin” definition of Interest Period), and such extension shall be equal to (A) from the Closing Date through the fourth Business Day after the date on which the financial statements required to be delivered pursuant to Section 5.1(b) for the first fiscal quarter of the Borrower following the Closing are delivered to the Lender, a percentage equal to 0.75%, and (B) thereafter, the percentage determined for each Rate Period by reference to Table 1 below, and (ii) the “Applicable Eurodollar Margin” shall be equal to (A) from the Closing Date through the fourth Business Day after the date on which the financial statements required to be delivered pursuant to Section 5.1(b) for the first fiscal quarter of the Borrower following the Closing are delivered to the Lender, a percentage equal to 2.25%, and (B) thereafter, the percentage determined for each Rate Period by reference to Table 1 below: I) greater than or equal to 1.75 to 1 1.00 % 2.50 %included in computing interest in connection with such payment.

Interest Rates and Payments of Interest. (a) Each Revolving Loan, and each portion of the Term Loan which is a Base Rate Loan, shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base Rate plus the Applicable Base Rate Margin, which rate shall change contemporaneously with any change in the Base Rate. Such interest shall be payable on the last day of any calendar quarter ending in March, June, September and December, in which a Base Rate LIBOR Loan is outstanding hereunder, and when such Loan is due (whether at maturity, by reason of acceleration or otherwise). (b) Each Revolving Loan, and each portion of the Term Loan which is a Eurodollar Loan, shall bear interest on the outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum equal to the Eurodollar Rate plus the Applicable Eurodollar MarginLIBOR Rate. Such interest shall be payable for such Interest Period (i) in arrears on the last day thereof Business Day of the Interest Period with respect thereto and (ii) when such Eurodollar LIBOR Loan is due (whether at maturity, by reason of acceleration or otherwise). In addition, upon any prepayment which has the effect of reducing the outstanding principal amount of any LIBOR Loan to zero (0), all accrued and unpaid interest in respect of such LIBOR Loan shall be payable at the time of any such prepayment. (b) andEach Revolving Loan which is a Prime Rate Loan shall bear interest on the outstanding principal amount thereof, if such for the Interest Period is longer than 3 monthsapplicable thereto, at intervals a rate per annum equal to the Prime Rate in effect from time to time. Such interest shall be payable (i) quarterly in arrears on the last day of 3 months after each quarter commencing June 30, 1994 and continuing on each September 30, December 31, March 31 and June 30 thereafter and (ii) when such Revolving Loan is due (whether at maturity, by reason of acceleration or otherwise). In addition, upon any prepayment which has the first day thereofeffect of reducing the outstanding principal amount of any Prime Rate Loan to zero (0), all accrued and unpaid interest in respect of such Prime Rate Loan shall be payable at the time of any such prepayment. (c) For purposes In addition to interest accruing under subsection (a) or (b) above, the Company shall pay interest at a rate per annum equal to one eighth of this Section 2.10, with reference to one percentage point (.125%) on any Revolving Loans in the principal amount of TWENTY FIVE MILLION AND NO/100 DOLLARS ($25,000,000.00) or more which have been outstanding (or have been continued or converted) for more than six (6) months. Any such additional interest shall accrue after such six (6) month period and shall be payable in arrears to the Term Administrative Agent on behalf of the Banks following such initial six (6) month period for each three (3) month period (pro rated for any lesser period of time) that each such Revolving Loan (ior continued or converted Revolving Loan) the “Applicable Base Rate Margin” shall be equal to (A) from the Closing Date through the fourth Business Day after the date on which the financial statements required to be delivered pursuant to Section 5.1(b) for the first fiscal quarter of the Borrower following the Closing are delivered to the Lender, a percentage equal to 0.75%, and (B) thereafter, the percentage determined for each Rate Period by reference to Table 1 below, and (ii) the “Applicable Eurodollar Margin” shall be equal to (A) from the Closing Date through the fourth Business Day after the date on which the financial statements required to be delivered pursuant to Section 5.1(b) for the first fiscal quarter of the Borrower following the Closing are delivered to the Lender, a percentage equal to 2.25%, and (B) thereafter, the percentage determined for each Rate Period by reference to Table 1 below: I) greater than or equal to 1.75 to 1 1.00 % 2.50 %is outstanding.

Interest Rates and Payments of Interest. (a) Each Revolving Loan, and each portion of the Term Loan A and portion of Term Loan B which is a Base Prime Rate Loan, and each Swingline Loan (until its refunding and conversion into a Revolving Loan), shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base Prime Rate plus the Applicable Base Prime Rate Margin, which rate shall change contemporaneously with any change in the Base Prime Rate. Such interest shall be payable on the last day Business Day of any calendar quarter ending in March, June, September and December, month in which a Base Swingline Loan or a Prime Rate Loan is outstanding hereunder, and when the principal of such Loan is due (whether at maturity, by reason of acceleration or otherwise). (b) Each Revolving Loan, and each portion of the Term Loan A and portion of Term Loan B which is a Eurodollar Loan, LIBOR Loan shall bear interest on the outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum equal to the Eurodollar Adjusted LIBOR Rate plus the Applicable Eurodollar LIBOR Margin. Such interest shall be payable for such Interest Period on the last day thereof and when the principal of such Eurodollar LIBOR Loan is due (whether at maturity, by reason of acceleration or otherwise) and, if such Interest Period is longer than 3 months, at intervals of 3 months after the first day thereof. (c) For purposes of this Section 2.10, with With reference to Revolving Loans and the Term Loan A (i) the “"Applicable Base Prime Rate Margin” " shall be equal to (A) from the Closing Date through the fourth second Business Day after the date on which the financial statements required to be delivered pursuant to Section 5.1(b) for the first second full fiscal quarter of the Borrower following the Closing are delivered to the LenderAdministrative Agent, a percentage equal to 0.752.00%, and (B) thereafter, the percentage determined for each Rate Period by reference to Table 1 below, and (ii) the “"Applicable Eurodollar LIBOR Margin” " shall be equal to (A) from the Closing Date through the fourth second Business Day after the date on which the financial statements required to be delivered pursuant to Section 5.1(b) for the first second full fiscal quarter of the Borrower following the Closing are delivered to the LenderAdministrative Agent, a percentage equal to 2.253.25%, and (B) thereafter, the percentage determined for each Rate Period by reference to Table 1 below: I------- Table 1 ------- Revolving Loans and Term Loan A Applicable Prime Applicable Funded Debt Ratio Rate Margin LIBOR Margin ----------------- ----------- ------------ a) greater than or equal to 1.75 4.50 to 1 1.00 2.00% 2.50 3.25%