Common use of Margin adjustments Clause in Contracts

Margin adjustments. (a) Adjustments to the Applicable Margin and the Applicable Fee Percentages, based on Schedule 4.1, shall be implemented on a quarterly basis as follows: such adjustments shall be given prospective effect only, effective as to all Advances outstanding hereunder and as to each Applicable Fee Percentage, upon the date of delivery of the financial statements under Sections 7.3(b) and 7.3(c) hereunder, in each case establishing applicability of the appropriate adjustment, in each case with no retroactivity or claw-back. (b) From the Restatement Date until the required date of delivery (or if earlier, delivery) of the financial statements under Section 7.3(b) and (c) hereof, and the related Covenant Compliance Report for the fiscal quarter ending June 30, 2008, the Applicable Margins and Applicable Fee Percentages shall be those set forth under the Level I column of the pricing matrix attached to this Agreement as Schedule 4.1. Thereafter, the adjustments to the Applicable Margin and the Applicable Fee Percentages shall be as set forth above. (c) Notwithstanding the foregoing, however, if, as a result of any restatement of or adjustment to the financial statements of Company and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reason, Agent determines that the Applicable Margin and/or the Applicable Fee Percentages as calculated by Company as of any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal period, then (x) if the proper calculation thereof would have resulted in higher pricing for any such period, Company and/or the Permitted Borrowers, as the case may be, shall automatically and retroactively be obligated to pay to Agent, promptly upon demand by Agent or the Required Lenders, an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period and, of the current fiscal period is affected thereby, the Applicable Margin and/or the Applicable Fee Percentages for the current period shall be adjusted based on such recalculation; and (y) if the proper calculation thereof would have resulted in lower pricing for such period, Agent and Lenders shall have no obligation to recalculate such interest or fees or to repay any interest or fees to Company or the Permitted Borrowers; provided, however, that if as a result of any such redetermination by Agent a proper calculation of the Applicable Margin and/or the Applicable Fee Percentages would have resulted in higher pricing for one or more periods and lower pricing for one or more periods, then the amount payable by Company and/or the Permitted Borrowers, as the case may be, pursuant to clause (x) of this sentence shall be based upon the excess, if any, of the amount of interest and fees that should have been paid for all applicable periods over the amount of interest and fees actually paid for all such periods and the Applicable Margin and provided, further, if the current fiscal period is affected by such inaccuracy, the Applicable Fee Percentages shall be adjusted for the current period.

Margin adjustments. (a) Adjustments to in the Applicable Margin and the Applicable Fee PercentagesPercentage, based on the Company's Cash Flow Coverage Ratio (Operating) and determined in accordance with Schedule 4.11.1 hereto, shall be implemented on a quarterly basis as follows: such : (a) Such margin adjustments shall be given prospective effect only, effective as to all Advances outstanding hereunder and as to each Applicable Fee Percentage, immediately upon the required date of delivery of the financial statements under Sections 7.3(b) and 7.3(c) hereunder8.1, in each case establishing applicability of the appropriate adjustmentadjustments, in each case with no retroactivity or claw-backif any. (b) From the Restatement Date until the required date of delivery (or if earlier, delivery) of the financial statements Such adjustments under this Section 7.3(b) and (c) hereof2.18 shall be made irrespective of, and the related Covenant Compliance Report for the fiscal quarter ending June 30in addition to, 2008, the Applicable Margins and Applicable Fee Percentages shall be those set forth under the Level I column of the any other interest rate or pricing matrix attached to this Agreement as Schedule 4.1. Thereafter, the adjustments to the Applicable Margin and the Applicable Fee Percentages shall be as set forth abovehereunder. (c) Notwithstanding the foregoing, however, if, as a result Until delivery of any restatement of or adjustment to the financial statements for the period ending December 31, 2002, the pricing set forth under Pricing Matrix (B) of Company and any the attached Schedule 1.1 shall apply. 7. Section 8.2(c) is amended to read in its entirety as follows: "On Thursday of its Subsidiaries each week, a Borrowing Base Report (relating to in the current or any prior fiscal periodform attached as Exhibit `A') or for any other reason, Agent determines that calculating the Applicable Margin and/or the Applicable Fee Percentages as calculated by Company Lending Availability as of the end of the preceding week; provided that if the availability under the Revolving Credit Note (calculated as Lending Availability less the outstanding principal amount of Advances and less the undrawn amount of Letters of Credit plus outstanding Letter of Credit Obligations) is less than $500,000 for five (5) Business Days during any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal consecutive thirty (30) day period, then thereafter updated Borrowing Base Reports shall be provided each time Companies receive an Advance (xbut not less frequently than weekly) if the proper calculation thereof would have resulted in higher pricing for any and such period, Company and/or the Permitted Borrowers, reports shall be accompanied by sales and receipts and such other detail as the case Bank may be, shall automatically require;" 8. Sections 9.1 and retroactively be obligated to pay to Agent, promptly upon demand by Agent or the Required Lenders, an amount equal to the excess 9.2 of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period and, of the current fiscal period is affected thereby, the Applicable Margin and/or the Applicable Fee Percentages for the current period shall be adjusted based on such recalculation; and (y) if the proper calculation thereof would have resulted Agreement are amended to read in lower pricing for such period, Agent and Lenders shall have no obligation to recalculate such interest or fees or to repay any interest or fees to Company or the Permitted Borrowers; provided, however, that if their entireties as a result of any such redetermination by Agent a proper calculation of the Applicable Margin and/or the Applicable Fee Percentages would have resulted in higher pricing for one or more periods and lower pricing for one or more periods, then the amount payable by Company and/or the Permitted Borrowers, as the case may be, pursuant to clause (x) of this sentence shall be based upon the excess, if any, of the amount of interest and fees that should have been paid for all applicable periods over the amount of interest and fees actually paid for all such periods and the Applicable Margin and provided, further, if the current fiscal period is affected by such inaccuracy, the Applicable Fee Percentages shall be adjusted for the current period.follow:

Margin adjustments. (a) Adjustments in the Margin applicable to Eurocurrency-based Advances, the Applicable Margin Commitment Fee Percentage and the Applicable L/C Fee PercentagesPercentage, each based on Schedule 4.1upon the Fixed Charge Coverage Ratio, shall be implemented on a quarterly basis as follows: such : 5.1.1. Such adjustments shall be given prospective effect only, effective (i) as to all Advances outstanding hereunder the Applicable Commitment Fee Percentage and as to each the Applicable L/C Fee Percentage, upon the required date of delivery of the financial statements under Sections 7.3(b8.1(a) and 7.3(c8.1(b) hereunder, in each case establishing applicability of the appropriate adjustment, and (ii) as to each Eurocurrency-based Advance outstanding hereunder, effective upon the expiration of the applicable Interest Period(s), if any, in effect on the date of the delivery of such financial statements, in each case with no retroactivity or claw-back. In the event Company fails timely to deliver the financial statements required under Section 8.1(a) or 8.1(b), then from the date delivery of such financial statements was required until such financial statements are delivered, the margins and fee percentages shall be those set forth under the Level IV Column of the pricing matrix attached to this Agreement as Schedule 1.1. 5.1.2. With respect to Eurocurrency-based Advances outstanding hereunder, an adjustment hereunder, after becoming effective, shall remain in effect only through the end of the applicable Interest Period(s) for such Eurocurrency-based Advances if any; provided, however, that upon any change in the Margin level then in effect, as aforesaid, or the occurrence of any other event which under the terms hereof causes such adjustment no longer to be applicable, then any such subsequent adjustment or no adjustment, as the case may be, shall be effective (band said pricing shall thereby be adjusted up or down, as applicable) From with the Restatement Date commencement of each Interest Period following such change or event, all in accordance with the preceding subparagraph. 5.1.3. Such Margin adjustments under this Section 5.1 shall be made irrespective of, and in addition to, any other interest rate adjustments hereunder. 5.1.4. Notwithstanding the foregoing however, from the date hereof until the required date of delivery (or if earlier, deliveryunder Section 8.1(b) of the Company's financial statements under Section 7.3(b) and (c) hereof, and the related Covenant Compliance Report for the fiscal quarter ending June 30, 20081998, the Applicable Margins margins and Applicable Fee Percentages fee percentages shall be those set forth under the Level I III column of the pricing matrix attached to this Agreement as Schedule 4.1. Thereafter, the adjustments to the Applicable Margin and the Applicable Fee Percentages shall be as set forth above1.1. (c) Notwithstanding the foregoing, however, if, as a result of any restatement of or adjustment to the financial statements of Company and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reason, Agent determines that the Applicable Margin and/or the Applicable Fee Percentages as calculated by Company as of any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal period, then (x) if the proper calculation thereof would have resulted in higher pricing for any such period, Company and/or the Permitted Borrowers, as the case may be, shall automatically and retroactively be obligated to pay to Agent, promptly upon demand by Agent or the Required Lenders, an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period and, of the current fiscal period is affected thereby, the Applicable Margin and/or the Applicable Fee Percentages for the current period shall be adjusted based on such recalculation; and (y) if the proper calculation thereof would have resulted in lower pricing for such period, Agent and Lenders shall have no obligation to recalculate such interest or fees or to repay any interest or fees to Company or the Permitted Borrowers; provided, however, that if as a result of any such redetermination by Agent a proper calculation of the Applicable Margin and/or the Applicable Fee Percentages would have resulted in higher pricing for one or more periods and lower pricing for one or more periods, then the amount payable by Company and/or the Permitted Borrowers, as the case may be, pursuant to clause (x) of this sentence shall be based upon the excess, if any, of the amount of interest and fees that should have been paid for all applicable periods over the amount of interest and fees actually paid for all such periods and the Applicable Margin and provided, further, if the current fiscal period is affected by such inaccuracy, the Applicable Fee Percentages shall be adjusted for the current period.

Margin adjustments. (a) Adjustments to the Applicable Margin and the Applicable Letter of Credit Fee Percentages, Rate based on Schedule 4.1, 1 shall be implemented on a quarterly basis as follows: such : (a) Such adjustments shall be given prospective effect only, effective as to all Advances outstanding hereunder and as to each Applicable Fee Percentage, upon of the date first day of the first month following delivery of the financial statements under Sections 7.3(b7.1(a) and 7.3(c(b) hereunderhereunder and the Covenant Compliance Report under Section 7.1(c), in each case establishing applicability of the appropriate adjustment, in each case with no retroactivity or claw-back. If the Borrower fails timely to deliver such financial statements or the Covenant Compliance Report, then (but without affecting the Event of Default resulting therefrom) from the date delivery of such financial statements and report was required until such financial statements and report are delivered, the margins shall be at the highest level on the pricing matrix attached to this Agreement as Schedule 1. (b) From the Restatement Date date of execution of this Agreement until the required date of delivery (or or, if earlier, delivery) under Section 7.1(b) of the Borrower’s financial statements under Section 7.3(b) and (c) hereof, and the related Covenant Compliance Report for the first fiscal quarter ending June 30, 2008after the Borrower has satisfied all of the conditions and requirements set forth in Section 7.16 hereof within the time and in the manner required thereby, the Applicable Margins and Applicable Fee Percentages margins shall be those set forth under the Level I 3 column of the pricing matrix attached to this Agreement as Schedule 4.11. Thereafter, the adjustments to the Applicable Margin and the Applicable Fee Percentages all margins shall be based upon Borrower’s financial statements and Covenant Compliance Report, subject to recalculation as set forth provided in subsection 4.1(a) above. (c) Notwithstanding the foregoing, however, if, prior to the payment and discharge in full (in cash) of the Indebtedness and the termination of any and all commitments hereunder, as a result of any restatement of or adjustment to the financial statements of Company Borrower and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reason, Agent Bank determines that the Applicable Margin and/or the Applicable Fee Percentages as calculated by Company Borrower as of any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal period, then (x) if the proper calculation thereof would have resulted in higher pricing for any such period, Company and/or the Permitted Borrowers, as the case may be, Borrower shall automatically and retroactively be obligated to pay to AgentBank, promptly upon demand by Agent or the Required Lendersdemand, an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period and, of if the current fiscal period is affected thereby, the Applicable Margin and/or the Applicable Fee Percentages for the current period shall be adjusted based on such recalculation; and (y) if the proper calculation thereof would have resulted in lower pricing for such period, Agent and Lenders Bank shall have no obligation to recalculate such interest or fees or to repay any interest or fees to Company or the Permitted Borrowers; provided, however, that if as a result of any such redetermination by Agent a proper calculation of the Applicable Margin and/or the Applicable Fee Percentages would have resulted in higher pricing for one or more periods and lower pricing for one or more periods, then the amount payable by Company and/or the Permitted Borrowers, as the case may be, pursuant to clause (x) of this sentence shall be based upon the excess, if any, of the amount of interest and fees that should have been paid for all applicable periods over the amount of interest and fees actually paid for all such periods and the Applicable Margin and provided, further, if the current fiscal period is affected by such inaccuracy, the Applicable Fee Percentages shall be adjusted for the current periodBorrower.

Margin adjustments. (a) Adjustments to the Applicable Margin Margins and the Applicable Fee Percentages, based on Schedule 4.11.1, shall be implemented on a quarterly basis as follows: such : (a) Such adjustments shall be given prospective effect only, effective as to all Advances outstanding hereunder and as to each hereunder, the Applicable Fee PercentagePercentage and the Letter of Credit Fee, upon the date of delivery of the financial statements under Sections 7.3(b7.1(a) and 7.3(c7.1(b) hereunderhereunder and the Covenant Compliance Report under Section 7.2(a) hereof, in each case establishing applicability of the appropriate adjustment, adjustment and in each case with no retroactivity or claw-back. In the event Company shall fail timely to deliver such financial statements or the Covenant Compliance Report and such failure continues for three (3) days, then (but without affecting the Event of Default resulting therefrom) from the date delivery of such financial statements and report was required until such financial statements and report are delivered, the Applicable Margins and Applicable Fee Percentages shall be at the highest level on the Pricing Matrix attached to this Agreement as Schedule 1.1. (b) From the Restatement Effective Date until the required date of delivery (or or, if earlier, delivery) of the financial statements under Section 7.3(b7.1(a) and (cor 7.1(b) hereof, as applicable, and the related Covenant Compliance Report under Section 7.2(a) hereof, for the fiscal quarter ending June 30, 2008, the Applicable Margins and Applicable Fee Percentages shall be those set forth under the Level I column of the pricing matrix attached to this Agreement as Schedule 4.1. Thereafter, the adjustments to the Applicable Margin and the Applicable Fee Percentages shall be as set forth above1.1. (c) Notwithstanding the foregoing, however, if, as a result of any restatement of or adjustment to the financial statements of Company and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reason, Agent determines that the Applicable Margin and/or the Applicable Fee Percentages as calculated by Company as of any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal period, then (x) if the proper calculation thereof would have resulted in higher pricing for any such period, Company and/or the Permitted Borrowers, as the case may be, shall automatically and retroactively be obligated to pay to Agent, promptly upon demand by Agent or the Required Lenders, an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period and, of the current fiscal period is affected thereby, the Applicable Margin and/or the Applicable Fee Percentages for the current period shall be adjusted based on such recalculation; and (y) if the proper calculation thereof would have resulted in lower pricing for such period, Agent and Lenders shall have no obligation to recalculate such interest or fees or to repay any interest or fees to Company or the Permitted Borrowers; provided, however, that if as a result of any such redetermination by Agent a proper calculation of the Applicable Margin and/or the Applicable Fee Percentages would have resulted in higher pricing for one or more periods and lower pricing for one or more periods, then the amount payable by Company and/or the Permitted Borrowers, as the case may be, pursuant to clause (x) of this sentence shall be based upon the excess, if any, of the amount of interest and fees that should have been paid for all applicable periods over the amount of interest and fees actually paid for all such periods and the Applicable Margin and provided, further, if the current fiscal period is affected by such inaccuracy, the Applicable Fee Percentages shall be adjusted for the current period.

Margin adjustments. (a) Adjustments to in the Applicable Margin and the Applicable Fee PercentagesMargin, based on the applicable Leverage Ratio level set forth in Schedule 4.15.6, shall be implemented on a quarterly basis as follows: such : (a) Such Margin adjustments shall be given prospective effect only, effective as to all Advances outstanding hereunder and as to each Applicable Fee Percentage, upon on the first day of the first month following the required date of delivery of the financial statements under Sections 7.3(bSection 9.1(a) and 7.3(c9.1(b) hereunderhereof, in each case establishing applicability of the appropriate adjustmentadjustments, if any. In any event the Borrower fails timely to deliver the financial statements required under Section 9.1(a) and 9.1(b), from the date subsequent to the date for such delivery on which Agent notifies Borrower of such failure and of such increase in each case with no retroactivity or claw-backMargin, until the date of delivery of such financial statements, the Margin shall be the highest Margin set forth in the pricing matrix attached as Schedule 5.6. (b) From the Restatement Date An adjustment hereunder, after becoming effective, shall remain in effect only until the required date of delivery (or if earlier, delivery) first day of the first month following the delivery of quarterly financial statements under Section 7.3(b) and (c) hereofstatements, and as aforesaid, demonstrating any change in the related Covenant Compliance Report for applicable financial covenants or the fiscal quarter ending June 30, 2008, the Applicable Margins and Applicable Fee Percentages shall be those set forth occurrence of any event which under the Level I column of the pricing matrix attached terms hereof causes such adjustment no longer to this Agreement as Schedule 4.1. Thereafter, the adjustments to the Applicable Margin and the Applicable Fee Percentages shall be as set forth above. (c) Notwithstanding the foregoing, however, if, as a result of any restatement of or adjustment to the financial statements of Company and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reason, Agent determines that the Applicable Margin and/or the Applicable Fee Percentages as calculated by Company as of any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal periodapplicable, then (x) if the proper calculation thereof would have resulted in higher pricing for any such period, Company and/or the Permitted Borrowerssubsequent adjustment or no adjustment, as the case may be, shall automatically be effective (and retroactively said pricing shall thereby be obligated to pay to Agentadjusted up or down, promptly upon demand by Agent or the Required Lendersas applicable), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period andin accordance with subparagraph (a), of the current fiscal period is affected thereby, the Applicable above. (c) Such Margin and/or the Applicable Fee Percentages for the current period adjustments under this Section 5.6 shall be adjusted based on such recalculation; made irrespective of, and (y) if the proper calculation thereof would have resulted in lower pricing for such periodaddition to, Agent and Lenders shall have no obligation to recalculate such any other interest rate or fees or to repay any interest or fees to Company or the Permitted Borrowers; provided, however, that if as a result of any such redetermination by Agent a proper calculation of the Applicable Margin and/or the Applicable Fee Percentages would have resulted in higher pricing for one or more periods and lower pricing for one or more periods, then the amount payable by Company and/or the Permitted Borrowers, as the case may be, pursuant to clause (x) of this sentence shall be based upon the excess, if any, of the amount of interest and fees that should have been paid for all applicable periods over the amount of interest and fees actually paid for all such periods and the Applicable Margin and provided, further, if the current fiscal period is affected by such inaccuracy, the Applicable Fee Percentages shall be adjusted for the current periodadjustments hereunder.

Margin adjustments. (a) Adjustments to the Applicable Margin and the Applicable Fee PercentagesMargin, based on Schedule 4.1, 5.1 to the Revolving Credit Agreement shall be implemented on a quarterly basis as follows: such : (i) Such adjustments to the Applicable Margin shall be given prospective effect only, effective (A) as to all Prime-based Advances outstanding hereunder and as to each Applicable Fee Percentagehereunder, immediately upon the required date of delivery of the financial statements required to be delivered under Sections 7.3(bSection 8.3(b) and 7.3(c8.3(c) hereunder, in each case of the Revolving Credit Agreement establishing applicability of the appropriate adjustmentadjustments, if any, and (B) as to each Eurocurrency-based Advance outstanding hereunder, effective upon the expiration of the applicable Interest Period(s), if any, in effect on the required date of delivery of the latest of such financial statements required to be delivered thereunder during such Interest Period(s), as applicable, in each case with no retroactivity or claw-back. (bii) From With respect to Eurocurrency-based Advances outstanding hereunder, an adjustment hereunder, after becoming effective, shall remain in effect only through the Restatement Date until the required date of delivery (or if earlier, delivery) end of the financial statements under Section 7.3(bapplicable Interest Period(s) and (c) hereof, and the related Covenant Compliance Report for the fiscal quarter ending June 30, 2008, the Applicable Margins and Applicable Fee Percentages shall be those set forth under the Level I column of the pricing matrix attached to this Agreement as Schedule 4.1. Thereafter, the adjustments to the Applicable Margin and the Applicable Fee Percentages shall be as set forth above. (c) Notwithstanding the foregoingsuch Eurocurrency-based Advances if any; provided, however, ifthat upon the delivery of quarterly financial statements demonstrating any change in the Funded Debt Ratio established under the Revolving Credit Agreement, as a result aforesaid, or the occurrence of any restatement of or other event which under the terms hereof causes such adjustment no longer to the financial statements of Company and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reason, Agent determines that the Applicable Margin and/or the Applicable Fee Percentages as calculated by Company as of any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal periodbe applicable, then (x) if the proper calculation thereof would have resulted in higher pricing for any such period, Company and/or the Permitted Borrowerssubsequent adjustment or no adjustment, as the case may be, shall automatically be effective (and retroactively be obligated to pay to Agent, promptly upon demand by Agent or the Required Lenders, an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period and, of the current fiscal period is affected thereby, the Applicable Margin and/or the Applicable Fee Percentages for the current period said pricing shall thereby be adjusted based on such recalculation; and (y) if the proper calculation thereof would have resulted in lower pricing for such period, Agent and Lenders shall have no obligation to recalculate such interest up or fees or to repay any interest or fees to Company or the Permitted Borrowers; provided, however, that if as a result of any such redetermination by Agent a proper calculation of the Applicable Margin and/or the Applicable Fee Percentages would have resulted in higher pricing for one or more periods and lower pricing for one or more periods, then the amount payable by Company and/or the Permitted Borrowersdown, as applicable) with the case may becommencement of each Interest Period following such change or event, pursuant to clause (x) of this sentence shall be based upon all in accordance with the excess, if any, of the amount of interest and fees that should have been paid for all applicable periods over the amount of interest and fees actually paid for all such periods and the Applicable Margin and provided, further, if the current fiscal period is affected by such inaccuracy, the Applicable Fee Percentages shall be adjusted for the current periodpreceding subparagraph.

Margin adjustments. (a) Adjustments to in the Applicable Margin and the Applicable Fee Percentagesapplicable Margin, based on Schedule 4.11, shall be implemented on a quarterly basis as follows: such : (a) Such adjustments shall be given prospective effect only, effective (i) as to all Advances outstanding hereunder the Applicable Commitment Fee Percentage and as Margins relating to each Applicable Fee PercentagePrime-based Advances, upon the required date of delivery of the financial statements under Sections 7.3(b) and 7.3(c) hereunderquarterly compliance certificates required by Section 7.1 hereof, in each case establishing applicability of the appropriate adjustment, and (ii) as to each Eurodollar-based Advance outstanding hereunder, effective upon the expiration of the applicable Interest Period(s), if any, in effect on the date of the delivery of such compliance certificates, in each case with no retroactivity or claw-back. In the event Companies fail timely to deliver the compliance certificates required under Section 7.1, then from the due date of such certificates until such certificates are delivered, the Margins and Applicable Commitment Fee Percentage shall be the highest applicable Margin set forth in the pricing matrix. (b) With respect to Eurodollar-based Advances outstanding hereunder, an adjustment hereunder, after becoming effective, shall remain in effect only through the end of the applicable Interest Period(s) for such Eurodollar-based Advances if any; provided, however, that upon any change in the Margin level then in effect, as aforesaid, or the occurrence of any other event which under the terms hereof causes such adjustment no longer to be applicable, then any such subsequent adjustment or no adjustment, as the case may be, shall be effective (and said pricing shall thereby be adjusted up or down, as applicable) with the commencement of each Interest Period following such change or event, all in accordance with the preceding subparagraph. (c) Such Margin adjustments under this Section 3A shall be made irrespective of, and in addition to, any other interest rate adjustments hereunder. (d) From the Restatement Effective Date until the required date of delivery (or if earlier, delivery) under Section 7.1 of the financial statements under Section 7.3(b) and (c) hereof, and the related Covenant Compliance Report Companies' compliance certificates for the fiscal quarter ending June 30December 31, 20082001, the Applicable Margins margins and Applicable Fee Percentages fee percentages shall be those set forth under the Level I II column of the pricing matrix attached to this Agreement as Schedule 4.1. Thereafter, the adjustments to the Applicable Margin and the Applicable Fee Percentages shall be as set forth above1. (c) Notwithstanding the foregoing, however, if, as a result of any restatement of or adjustment to the financial statements of Company and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reason, Agent determines that the Applicable Margin and/or the Applicable Fee Percentages as calculated by Company as of any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal period, then (x) if the proper calculation thereof would have resulted in higher pricing for any such period, Company and/or the Permitted Borrowers, as the case may be, shall automatically and retroactively be obligated to pay to Agent, promptly upon demand by Agent or the Required Lenders, an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period and, of the current fiscal period is affected thereby, the Applicable Margin and/or the Applicable Fee Percentages for the current period shall be adjusted based on such recalculation; and (y) if the proper calculation thereof would have resulted in lower pricing for such period, Agent and Lenders shall have no obligation to recalculate such interest or fees or to repay any interest or fees to Company or the Permitted Borrowers; provided, however, that if as a result of any such redetermination by Agent a proper calculation of the Applicable Margin and/or the Applicable Fee Percentages would have resulted in higher pricing for one or more periods and lower pricing for one or more periods, then the amount payable by Company and/or the Permitted Borrowers, as the case may be, pursuant to clause (x) of this sentence shall be based upon the excess, if any, of the amount of interest and fees that should have been paid for all applicable periods over the amount of interest and fees actually paid for all such periods and the Applicable Margin and provided, further, if the current fiscal period is affected by such inaccuracy, the Applicable Fee Percentages shall be adjusted for the current period.

Margin adjustments. (a) Adjustments in the Margin applicable to Eurocurrency-based Advances, the Applicable Margin Commitment Fee Percentage and the Applicable L/C Fee PercentagesPercentage, each based on Schedule 4.1upon the Fixed Charge Coverage Ratio, shall be implemented on a quarterly basis as follows: such : (a) Such adjustments shall be given prospective effect only, effective (i) as to all Advances outstanding hereunder the Applicable Commitment Fee Percentage and as to each the Applicable L/C Fee Percentage, upon the required date of delivery of the financial statements under Sections 7.3(b8.1(a) and 7.3(c8.1(b) hereunder, in each case establishing applicability of the appropriate adjustment, and (ii) as to each Eurocurrency- based Advance outstanding hereunder, effective upon the expiration of the applicable Interest Period(s), if any, in effect on the date of the delivery of such financial statements, in each case with no retroactivity or claw-back. In the event Company fails timely to deliver the financial statements required under Section 8.1(a) or 8.1(b), then from the date delivery of such financial statements was required until such financial statements are delivered, the margins and fee percentages shall be those set forth under the Level IV Column of the pricing matrix attached to this Agreement as Schedule 1.1. (b) With respect to Eurocurrency-based Advances outstanding hereunder, an adjustment hereunder, after becoming effective, shall remain in effect only through the end of the applicable Interest Period(s) for such Eurocurrency-based Advances if any; provided, however, that upon any change in the Margin level then in effect, as aforesaid, or the occurrence of any other event which under the terms hereof causes such adjustment no longer to be applicable, then any such subsequent adjustment or no adjustment, as the case may be, shall be effective (and said pricing shall thereby be adjusted up or down, as applicable) with the commencement of each Interest Period following such change or event, all in accordance with the preceding subparagraph. (c) Such Margin adjustments under this Section 5.1 shall be made irrespective of, and in addition to, any other interest rate adjustments hereunder. (d) From the Restatement Date date hereof until the required date of delivery (or if earlier, deliveryunder Section 8.1(b) of the Company's financial statements under Section 7.3(b) and (c) hereof, and the related Covenant Compliance Report for the fiscal quarter ending June 30, 20081998, the Applicable Margins margins and Applicable Fee Percentages fee percentages shall be those set forth under the Level I III column of the pricing matrix attached to this Agreement as Schedule 4.1. Thereafter, the adjustments to the Applicable Margin and the Applicable Fee Percentages shall be as set forth above1.1. (c) Notwithstanding the foregoing, however, if, as a result of any restatement of or adjustment to the financial statements of Company and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reason, Agent determines that the Applicable Margin and/or the Applicable Fee Percentages as calculated by Company as of any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal period, then (x) if the proper calculation thereof would have resulted in higher pricing for any such period, Company and/or the Permitted Borrowers, as the case may be, shall automatically and retroactively be obligated to pay to Agent, promptly upon demand by Agent or the Required Lenders, an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period and, of the current fiscal period is affected thereby, the Applicable Margin and/or the Applicable Fee Percentages for the current period shall be adjusted based on such recalculation; and (y) if the proper calculation thereof would have resulted in lower pricing for such period, Agent and Lenders shall have no obligation to recalculate such interest or fees or to repay any interest or fees to Company or the Permitted Borrowers; provided, however, that if as a result of any such redetermination by Agent a proper calculation of the Applicable Margin and/or the Applicable Fee Percentages would have resulted in higher pricing for one or more periods and lower pricing for one or more periods, then the amount payable by Company and/or the Permitted Borrowers, as the case may be, pursuant to clause (x) of this sentence shall be based upon the excess, if any, of the amount of interest and fees that should have been paid for all applicable periods over the amount of interest and fees actually paid for all such periods and the Applicable Margin and provided, further, if the current fiscal period is affected by such inaccuracy, the Applicable Fee Percentages shall be adjusted for the current period.

Margin adjustments. (a) Adjustments in the Margin applicable to Eurocurrency-based Advances, the Applicable Margin Commitment Fee Percentage and the Applicable L/C Fee PercentagesPercentage, each based on Schedule 4.1upon the Fixed Charge Coverage Ratio, shall be implemented on a quarterly basis as follows: such : (a) Such adjustments shall be given prospective effect only, effective (i) as to all Prime-based Advances outstanding hereunder hereunder, the Applicable Commitment Fee Percentage and as to each the Applicable L/C Fee Percentage, upon the required date of delivery of the financial statements under Sections 7.3(b8.1(a) and 7.3(c8.1(b) hereunder, in each case establishing applicability of the appropriate adjustment, and (ii) as to each Eurocurrencybased Advance outstanding hereunder, effective upon the expiration of the applicable Interest Period(s), if any, in effect on the date of the delivery of such financial statements, in each case with no retroactivity or claw-back. (b) From . In the Restatement Date until the required date of delivery (or if earlier, delivery) of event Company fails timely to deliver the financial statements required under Section 7.3(b8.1(a) and (c) hereofor 8.1(b), and then from the related Covenant Compliance Report for the fiscal quarter ending June 30, 2008date delivery of such financial statements was required until such financial statements are delivered, the Applicable Margins margins and Applicable Fee Percentages fee percentages shall be those set forth under the Level I IV Column of the pricing matrix attached to this Agreement as Schedule 1.1. (b) With respect to Eurocurrency-based Advances outstanding hereunder, an adjustment hereunder, after becoming effective, shall remain in effect only through the end of the applicable Interest Period(s) for such Eurocurrency-based Advances if any; provided, however, that upon any change in the Margin level then in effect, as aforesaid, or the occurrence of any other event which under the terms hereof causes such adjustment no longer to be applicable, then any such subsequent adjustment or no adjustment, as the case may be, shall be effective (and said pricing shall thereby be adjusted up or down, as applicable) with the commencement of each Interest Period following such change or event, all in accordance with the preceding subparagraph. (c) Such Margin adjustments under this Section 5.1 shall be made irrespective of, and in addition to, any other interest rate adjustments hereunder. (d) From the date hereof until the required date of delivery under Section 8.1(b) of the Company's financial statements for the fiscal quarter ending September 30, 1996, the margins and fee percentages shall be those set forth under the Level II column of the pricing matrix attached to this Agreement as Schedule 4.1. Thereafter, the adjustments to the Applicable Margin and the Applicable Fee Percentages shall be as set forth above1.1. (c) Notwithstanding the foregoing, however, if, as a result of any restatement of or adjustment to the financial statements of Company and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reason, Agent determines that the Applicable Margin and/or the Applicable Fee Percentages as calculated by Company as of any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal period, then (x) if the proper calculation thereof would have resulted in higher pricing for any such period, Company and/or the Permitted Borrowers, as the case may be, shall automatically and retroactively be obligated to pay to Agent, promptly upon demand by Agent or the Required Lenders, an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period and, of the current fiscal period is affected thereby, the Applicable Margin and/or the Applicable Fee Percentages for the current period shall be adjusted based on such recalculation; and (y) if the proper calculation thereof would have resulted in lower pricing for such period, Agent and Lenders shall have no obligation to recalculate such interest or fees or to repay any interest or fees to Company or the Permitted Borrowers; provided, however, that if as a result of any such redetermination by Agent a proper calculation of the Applicable Margin and/or the Applicable Fee Percentages would have resulted in higher pricing for one or more periods and lower pricing for one or more periods, then the amount payable by Company and/or the Permitted Borrowers, as the case may be, pursuant to clause (x) of this sentence shall be based upon the excess, if any, of the amount of interest and fees that should have been paid for all applicable periods over the amount of interest and fees actually paid for all such periods and the Applicable Margin and provided, further, if the current fiscal period is affected by such inaccuracy, the Applicable Fee Percentages shall be adjusted for the current period.

Margin adjustments. (a) Adjustments in the Margin, based on the ratio of Consolidated Funded Debt to Consolidated EBITDA set forth in the pricing matrix attached to this Agreement as Schedule 1.1, applicable to Eurocurrency-based Advances, the Applicable Margin Facility Fee Percentage and the Applicable L/C Fee Percentages, based on Schedule 4.1Percentage, shall be implemented on a quarterly basis as follows: such : (a) Such adjustments shall be given prospective effect only, effective (i) as to all Prime-based Advances outstanding hereunder hereunder, the Applicable Facility Fee Percentage and as to each the Applicable L/C Fee Percentage, upon the required date of delivery of the financial statements under Sections 7.3(b8.1(a) and 7.3(c8.1(b) hereunder, in each case establishing applicability of the appropriate adjustment, and (ii) as to each Eurocurrency-based Advance outstanding hereunder, effective upon the expiration of the applicable Interest Period(s), if any, in effect on the date of the delivery of such financial statements, in each case with no retroactivity or 40 48 EXHIBIT 10.1 claw-back. In the event Company fails timely to deliver the financial statements required under Section 8.1(a) or 8.1(b), then from the date delivery of such financial statements was required until such financial statements are delivered, the margins and fee percentages shall be those set forth under the Level V Column of the pricing matrix attached to this Agreement as Schedule 1.1. (b) With respect to Eurocurrency-based Advances outstanding hereunder, an adjustment hereunder, after becoming effective, shall remain in effect only through the end of the applicable Interest Period(s) for such Eurocurrency-based Advances if any; provided, however, that upon any change in the Margin level then in effect, as aforesaid, or the occurrence of any other event which under the terms hereof causes such adjustment no longer to be applicable, then any such subsequent adjustment or no adjustment, as the case may be, shall be effective (and said pricing shall thereby be adjusted up or down, as applicable) with the commencement of each Interest Period following such change or event, all in accordance with the preceding subparagraph. (c) Such Margin adjustments under this Section 5.1 shall be made irrespective of, and in addition to, any other interest rate adjustments hereunder. (d) From the Restatement Date date hereof until the required date of delivery (or if earlier, deliveryunder Section 8.1(b) of the Company's financial statements under Section 7.3(b) and (c) hereof, and the related Covenant Compliance Report for the fiscal quarter ending June 30, 20081998, the Applicable Margins margins and Applicable Fee Percentages fee percentages shall be those set forth under the Level I V column of the pricing matrix attached to this Agreement as Schedule 4.1. Thereafter, the adjustments to the Applicable Margin and the Applicable Fee Percentages shall be as set forth above1.1. (c) Notwithstanding the foregoing, however, if, as a result of any restatement of or adjustment to the financial statements of Company and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reason, Agent determines that the Applicable Margin and/or the Applicable Fee Percentages as calculated by Company as of any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal period, then (x) if the proper calculation thereof would have resulted in higher pricing for any such period, Company and/or the Permitted Borrowers, as the case may be, shall automatically and retroactively be obligated to pay to Agent, promptly upon demand by Agent or the Required Lenders, an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period and, of the current fiscal period is affected thereby, the Applicable Margin and/or the Applicable Fee Percentages for the current period shall be adjusted based on such recalculation; and (y) if the proper calculation thereof would have resulted in lower pricing for such period, Agent and Lenders shall have no obligation to recalculate such interest or fees or to repay any interest or fees to Company or the Permitted Borrowers; provided, however, that if as a result of any such redetermination by Agent a proper calculation of the Applicable Margin and/or the Applicable Fee Percentages would have resulted in higher pricing for one or more periods and lower pricing for one or more periods, then the amount payable by Company and/or the Permitted Borrowers, as the case may be, pursuant to clause (x) of this sentence shall be based upon the excess, if any, of the amount of interest and fees that should have been paid for all applicable periods over the amount of interest and fees actually paid for all such periods and the Applicable Margin and provided, further, if the current fiscal period is affected by such inaccuracy, the Applicable Fee Percentages shall be adjusted for the current period.