Common use of Performance Adjustments Clause in Contracts

Performance Adjustments. Based upon, and following receipt by the Banks of (a) beginning with the Borrower's financial statements as hereafter described for the fiscal quarter of the Borrower ending January 31, 1997, (i) with respect to the first three fiscal quarters of each fiscal year, the Borrower's quarterly unaudited consolidated financial statements pursuant to Section 11.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrowers' annual audited consolidated financial statements pursuant to Section 11.4(a), and (b) a certificate of the chief financial officer of the Borrower setting forth calculations of the financial information set forth below, (the Borrower also hereby agreeing to provide to the Agents, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations), the Base Rate Applicable Margin and the Eurodollar Applicable Margin shall be subject to possible adjustment in accordance with the provisions of this paragraph (each such adjustment, a "Performance Adjustment"). Performance Adjustments shall be effective (the date of the effectiveness of any Performance Adjustment, a "Performance Adjustment Date") with respect to adjustments to the Base Rate Applicable Margin and the Eurodollar Applicable Margin, three (3) Business Days following receipt by the Agents of (y) (i) with respect to the first three fiscal quarters of each fiscal year, the Borrower's quarterly unaudited consolidated financial statements pursuant to Section 11.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrower's annual audited consolidated financial statements pursuant to Section 11.4(a), and (z) a certificate of the chief financial officer of the Borrower setting forth calculations of the financial information set forth below (the Borrowers also hereby agreeing to provide to the Agents, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations). The Eurodollar Applicable Margin and the Base Rate Applicable Margin with respect to any period following any Performance Adjustment Date until the next succeeding Performance Adjustment Date shall be as set forth in the table below on the line furthest down in such table with respect to which the Borrower's ratio of (A) Consolidated Total Funded Debt for the fiscal quarter most recently ended prior to such possible Performance Adjustment Date to (B) Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended prior to such possible Performance Adjustment Date, shall be less than the ratio set forth on such line in such table: RATIO OF TOTAL BASE RATE FUNDED DEBT TO EURODOLLAR APPLICABLE EBITDA APPLICABLE MARGIN MARGIN greater than 3.25:1.00 2.50% 0.50% less than or equal to 3.25:1.00 but greater than or equal to 3.00:1.00 2.25% 0.25% less than 3.00:1.00 but greater than or equal to 2.75:1.00 2.00% 0.25% less than 2.75:1.00 1.75% 0.00%

Performance Adjustments. Based upon, and following receipt by the Banks Lenders of (a) beginning with the Borrower's Borrowers' financial statements as hereafter described for the fiscal quarter of the Borrower Borrowers ending January closest to July 31, 19971996, (i) with respect to the first three fiscal quarters of each fiscal year, the Borrower's Borrowers' quarterly unaudited consolidated financial statements pursuant to Section 11.4(b8.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrowers' annual audited consolidated financial statements pursuant to Section 11.4(a8.4(a), and (b) a certificate of the chief financial officer of the Borrower Borrowers setting forth calculations of the financial information set forth below, (the Borrower Borrowers also hereby agreeing to provide to the AgentsAgent, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations), the Base Rate Applicable Margin and Margin, the Eurodollar Applicable Margin Margin, the Letter of Credit Fee Rate and the Commitment Fee Rate shall be subject to possible adjustment in accordance with the provisions of this paragraph (each such adjustment, a "Performance Adjustment"). Performance Adjustments shall be effective (the date of the effectiveness of any Performance Adjustment, a "Performance Adjustment Date") with respect to adjustments to the Base Rate Applicable Margin and Margin, the Eurodollar Applicable Margin, the Letter of Credit Fee Rate and the Commitment Fee Rate, three (3) Business Days following receipt by the Agents Agent of (yx) (i) with respect to the first three fiscal quarters of each fiscal year, the Borrower's Borrowers' 50 -44- quarterly unaudited consolidated financial statements pursuant to Section 11.4(b8.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrower's Borrowers' annual audited consolidated financial statements pursuant to Section 11.4(a8.4(a), and (zy) a certificate of the chief financial officer of the Borrower Borrowers setting forth calculations of the financial information set forth below (the Borrowers also hereby agreeing to provide to the AgentsAgent, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations). The Eurodollar Applicable Margin and the Base Rate Applicable Margin Margin, the Eurodollar Applicable Margin, the Letter of Credit Fee Rate and the Commitment Fee Rate with respect to any period following any Performance Adjustment Date until the next succeeding Performance Adjustment Date shall be as set forth in the table below on the line furthest down in such table with respect to which the Borrower's ratio of (A) Consolidated Total Funded Debt for the fiscal quarter most recently ended prior to such possible Performance Adjustment Date to (B) Consolidated EBITDA Borrowers shall have equaled or exceeded, for the period of four consecutive fiscal quarters most recently ended prior ended, both the minimum amount of Consolidated EBITDA and the minimum ratio of Consolidated EBITDA to such possible Performance Adjustment DateConsolidated Total Debt Service, shall be less than the ratio set forth on such line in such table: RATIO OF TOTAL CONSOLIDATED EBITDA TO CONSOLIDATED BASE RATE FUNDED EURODOLLAR LETTER OF CONSOLIDATED TOTAL DEBT TO EURODOLLAR APPLICABLE APPLICABLE CREDIT FEE COMMITMENT EBITDA APPLICABLE SERVICE RATIO MARGIN MARGIN greater than 3.25:1.00 2.50RATE FEE RATE ------------ ------------- ---------- ---------- ---------- ----------- $70MM 2.0:1.0 1.00% 2.25% 1.50% 0.50% less than or equal to 3.25:1.00 but greater than or equal to 3.00:1.00 2.25$90MM 3.0:1.0 0.75% 2.00% 1.25% 0.375% $100MM 3.5:1.0 0.25% less than 3.00:1.00 but greater than or equal to 2.75:1.00 2.00% 0.25% less than 2.75:1.00 1.75% 1.00% 0.375% $120MM 4.5:1.0 0.00% 1.50% 0.75% 0.250%

Performance Adjustments. Based upon, and following receipt by the Banks of (a) beginning with the Borrower's financial statements as hereafter described for the fiscal quarter of the Borrower ending January 31on or about February 28, 19971998, (i) with respect to the first three fiscal quarters of each fiscal year, the Borrower's quarterly unaudited consolidated financial statements pursuant to Section 11.4(bss.11.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrowers' Borrower's annual audited consolidated financial statements pursuant to Section 11.4(ass.11.4(a), and (b) a certificate of the chief financial officer of the Borrower setting forth calculations of the financial information set forth below, (the Borrower also hereby agreeing to provide to the Agents, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations), the Base Rate Applicable Margin and the Eurodollar Applicable Margin shall be subject to possible adjustment in accordance with the provisions of this paragraph (each such adjustment, a "Performance Adjustment"). Performance Adjustments shall be effective (the date of the effectiveness of any Performance Adjustment, a "Performance Adjustment Date") with respect to adjustments to the Base Rate Applicable Margin and the Eurodollar Applicable Margin, three (3) Business Days following receipt by the Agents of (y) (i) with respect to the first three fiscal quarters of each fiscal year, the Borrower's relevant quarterly unaudited consolidated or annual audited financial statements pursuant to Section 11.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrower's annual audited consolidated financial statements pursuant to Section 11.4(a), and (z) a certificate of the chief financial officer of the Borrower setting forth calculations of the financial information set forth below (the Borrowers also hereby agreeing to provide to the AgentsBorrower, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations)each as described above. The Eurodollar Applicable Margin and the Base Rate Applicable Margin with respect to any period following any Performance Adjustment Date until the next succeeding Performance Adjustment Date shall be as set forth in the table below on the line furthest down in such table with respect to which the Borrower's ratio of (A) Consolidated Total Funded Debt for the fiscal quarter most recently ended prior to such possible Performance Adjustment Date to (B) Consolidated EBITDA which, for the period of four consecutive fiscal quarters most recently ended prior to such possible Performance Adjustment Date, both (A) the Borrower's ratio of (1) Consolidated Total Funded Debt for such period to (2) Consolidated EBITDA for such period shall be less than within the range set forth on such line in such table, and (B) the Borrower's ratio of (1) Consolidated EBITDA for such period to (2) Consolidated Total Interest Expense for such period shall be within the range set forth on such line in such table: RATIO OF TOTAL BASE RATE FUNDED DEBT TO EURODOLLAR APPLICABLE ----------------------------------------------------------------------------------------------------------------------------- Base Rate Ratio of Eurodollar Applicable Ratio of EBITDA APPLICABLE MARGIN MARGIN Applicable Margin Eurodollar Margin for Base Rate Total Funded to Total for Revolving Applicable Revolving Credit Applicable Debt to Interest Credit Loans and Margin for Loans and Margin for EBITDA Expense Gold Loans Term Loan Gold Loans Term Loan ----------------------------------------------------------------------------------------------------------------------------- greater less than 3.25:1.00 2.503.00% 0.503.50% 1.25% 1.75% than or or equal equal to to 4.25:1.0 1.75:1.0 ----------------------------------------------------------------------------------------------------------------------------- greater greater 2.75% 3.25% 1.00% 1.50% than or than equal to 1.75:1.0 4.0:1.0 but less but less than or than equal to 3.25:1.00 but greater than or equal to 3.00:1.00 2.25% 0.25% 4.25:1.0 2.0:1.0 ----------------------------------------------------------------------------------------------------------------------------- less than 3.00:1.00 but greater 2.50% 3.00% 0.75% 1.25% 4.0:1.0 than or equal to 2.75:1.00 2.00% 0.25% less than 2.75:1.00 1.75% 0.00%2.0:1.0 -----------------------------------------------------------------------------------------------------------------------------

Performance Adjustments. Based upon, and following receipt by the Banks of (a) beginning with the Borrower's financial statements as hereafter described for the fiscal quarter of the Borrower ending January 31, 1997, (i) with respect to the first three fiscal quarters of each fiscal year, the Borrower's quarterly unaudited consolidated financial statements pursuant to Section 11.4(b8.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrowers' annual audited consolidated financial statements pursuant to Section 11.4(a8.4(a), and (b) a certificate of the chief financial officer of the Borrower setting forth calculations of the financial information set forth below, (the Borrower also hereby agreeing to provide to the AgentsAdministrative Agent, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations), the Base LIBOR Applicable Margin, the Commitment Fee Rate Applicable Margin and the Eurodollar Applicable Margin Standby Letter of Credit Fee Rate shall be subject to possible adjustment in accordance with the provisions of this paragraph (each such adjustment, a "Performance Adjustment"). Performance Adjustments shall be effective (the date of the effectiveness of any Performance Adjustment, a "Performance Adjustment Date") with respect to adjustments to the Base LIBOR Applicable Margin, the Commitment Fee Rate Applicable Margin and the Eurodollar Applicable MarginStandby Letter of Credit Fee Rate, three (3) Business Days following receipt by the Agents Administrative Agent of (y) (i) with respect to the first three fiscal quarters of each fiscal year, the Borrower's quarterly unaudited consolidated financial statements pursuant to Section 11.4(b8.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrower's annual audited consolidated financial statements pursuant to Section 11.4(a8.4(a), and (z) a certificate of the chief financial officer of the Borrower setting forth calculations of the financial information set forth below (the Borrowers Borrower also hereby agreeing to provide to the AgentsAdministrative Agent, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations). The Eurodollar LIBOR Applicable Margin Margin, the Commitment Fee Rate, and the Base Standby Letter of Credit Fee Rate Applicable Margin with respect to any period following any Performance Adjustment Date until the next succeeding Performance Adjustment Date shall be as set forth in the table below on the line furthest down in such table with respect to which the Borrower's ratio of (A) Consolidated Total Funded Debt for during the period of four consecutive fiscal quarter quarters most recently ended prior to such possible Performance Adjustment Date to (B) Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended prior to such possible Performance Adjustment Dateperiod, shall be less than the ratio set forth on such line in such table: LIBOR APPLICABLE MARGIN FOR STANDBY LETTER RATIO OF TOTAL BASE RATE FUNDED REVOLVING COMMITMENT OF CREDIT FEE DEBT TO EURODOLLAR APPLICABLE EBITDA APPLICABLE MARGIN MARGIN CREDIT LOANS FEE RATE RATE ------------------------------- ------------ ---------- -------------- greater than 3.25:1.00 2.503.75:1.00 2.000% 0.500.375% less 2.000% Less than or equal to 3.25:1.00 3.75:1.00 1.500% 0.250% 1.500% but greater than 3:00:1.00 Less than or equal to 3.00:1.00 2.251.250% 0.250.250% less than 3.00:1.00 but greater than or equal to 2.75:1.00 2.00% 0.25% less than 2.75:1.00 1.75% 0.001.250%

Performance Adjustments. (a) Based upon, and following receipt by the Banks Lenders of (a) beginning with the Borrower's financial statements as hereafter described for the fiscal quarter of the Borrower ending January 31, 1997, (i) with respect to the first three fiscal quarters of each fiscal year, the Borrower's quarterly unaudited consolidated financial statements pursuant to Section 11.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrowers' annual audited consolidated financial statements pursuant to Section 11.4(a)for 9.4(a) (beginning with the fiscal year of the Borrower ending on or about December 31, 1997) and (b) a certificate of the chief financial officer of the Borrower setting forth calculations of the financial information set forth below, (the Borrower also hereby agreeing to provide to the Agents, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations), the Base Rate Applicable Margin Margin, the Eurodollar Rate Applicable Margin, the Letter of Credit Fee Rate and the Eurodollar Applicable Margin Commitment Fee Rate shall be subject to possible adjustment in accordance with the provisions of this paragraph (c) below (each such adjustment, a "Performance AdjustmentPERFORMANCE ADJUSTMENT"). . (b) Performance Adjustments shall be effective (the date of the effectiveness of any Performance Adjustment, a "Performance Adjustment DatePERFORMANCE ADJUSTMENT DATE") (i) with respect to adjustments to the Base Rate Applicable Margin Margin, the Letter of Credit Fee Rate and the Eurodollar Applicable Margin, three (3) Business Days following receipt by the Agents of (y) (i) with respect to Commitment Fee Rate on the first three fiscal quarters day of each fiscal year, the Borrower's quarterly unaudited consolidated financial statements pursuant to Section 11.4(b) and (ii) with respect to calendar month immediately following the last fiscal quarter of each fiscal year, month in which the Facility Agent receives the Borrower's annual audited consolidated financial statements pursuant to Section 11.4(a), ss. (a) and (z) a certificate of the chief financial officer of the Borrower setting forth calculations of the financial information set forth below and (the Borrowers also hereby agreeing to provide ii) with respect to the AgentsEurodollar Rate Applicable Margin, simultaneously with at the delivery end of such certificate, telephonic notice of any Performance Adjustments based upon such calculations). the relevant Interest Period applicable to each Eurodollar Rate Loan. (c) The Eurodollar Rate Applicable Margin and Margin, the Base Rate Applicable Margin Margin, the Letter of Credit Fee Rate and the Commitment Fee Rate with respect to any period following any Performance Adjustment Date until the next succeeding Performance Adjustment Date shall be as set forth in the table below on the line furthest down highest up in such table with respect to which (i) the Borrower's ratio number of Clean-Up Days or Clean-Down Days, as the case may be, during the prior fiscal year, (Aii) Consolidated Total Funded the Debt Service Coverage Ratio for the such prior fiscal quarter most recently ended prior to such possible Performance Adjustment Date to year, and (Biii) Consolidated EBITDA for such prior fiscal year are all greater than the period of four consecutive fiscal quarters most recently ended prior numbers (or ratios) corresponding to such possible items on each line in the table below: ---------------------------------------------------------------------------------------------------- Performance Adjustment DateClean-Up Days Debt Service Base Rate Eurodollar Letter of Commitment Level and Clean- Down Coverage EBITDA Applicable Rate Credit Fee Fee Rate Days Ratio Margin Applicable Rate Margin ----------- --------------- ------------ -------- ---------- ---------- ---------- ---------- 1 >60 Consecutive >2.00 >$43 0.00% 1.50% 1.25% 0.375% Clean-Up Days million ----------- --------------- ------------ -------- ---------- ---------- ---------- ---------- 2 >30 Consecutive >1.75 >$37 0.50% 2.50% 1.50% 0.375% Clean- Down million Days ----------- --------------- ------------ -------- ---------- ---------- ---------- ---------- 3 -- -- -- 0.75% 2.75% 1.75% 0.500% ---------------------------------------------------------------------------------------------------- If the Borrow er has failed to meet all three tests in any one Perfor xxxxx Level in the table set forth above, then the Base Rate Applica ble Margin, the Eurodo llar Rate Applica ble Margin, the Letter of Credit Fee Rate and the Commit ment Fee Rate shall be less than the ratio as set forth on such line in such table: RATIO OF TOTAL BASE RATE FUNDED DEBT TO EURODOLLAR APPLICABLE EBITDA APPLICABLE MARGIN MARGIN greater than 3.25:1.00 2.50% 0.50% less than or equal the row corresp onding to 3.25:1.00 but greater than or equal to 3.00:1.00 2.25% 0.25% less than 3.00:1.00 but greater than or equal to 2.75:1.00 2.00% 0.25% less than 2.75:1.00 1.75% 0.00%Perfor xxxxx Level 3 in the table set forth above.

Performance Adjustments. Based upon, and following receipt by the Banks Lenders of (a) beginning with the Borrower's Borrowers' financial statements as hereafter described for the fiscal quarter of the Borrower Borrowers ending closest to January 31, 19972000, (i) with respect to the first three fiscal quarters of each fiscal year, the Borrower's Borrowers' quarterly unaudited consolidated financial statements pursuant to Section 11.4(b10.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrowers' annual audited consolidated financial statements pursuant to Section 11.4(a10.4(a)(i), and (b) a certificate of the chief financial officer of the Borrower Borrowers setting forth calculations of the financial information set forth below, below (the Borrower Borrowers also hereby agreeing to provide to the AgentsAgent, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations), the Base Rate Eurodollar Applicable Margin, the Documentary Letter of Credit Applicable Margin, the Standby Letter of Credit Applicable Margin and the Eurodollar Applicable Margin Commitment Fee Rate shall be subject to possible adjustment in accordance with the provisions of this paragraph (each such adjustment, a "Performance Adjustment"). Performance Adjustments shall be become effective (the date of the effectiveness of any Performance Adjustment, a "Performance Adjustment Date") with respect to adjustments to the Base Rate Applicable Margin and the Eurodollar Applicable Margin, three two (32) Business Days following receipt by the Agents Agent of (y) x) (i) with respect to the first three fiscal 57 -50- quarters of each fiscal year, the Borrower's Borrowers' quarterly unaudited consolidated financial statements pursuant to Section 11.4(b10.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrower's Borrowers' annual audited consolidated financial statements pursuant to Section 11.4(a10.4(b)(i), and (zy) a certificate of the chief financial officer of the Borrower Borrowers setting forth calculations of the financial information set forth below (the Borrowers also hereby agreeing to provide to the AgentsAgent, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations). The Eurodollar Applicable Margin, the Documentary Letter of Credit Applicable Margin, the Standby Letter of Credit Applicable Margin and the Base Commitment Fee Rate Applicable Margin (the "Pricing") with respect to any period following any Performance Adjustment Date until the next succeeding Performance Adjustment Date shall be as set forth in the table below on the line furthest farthest down in such table with respect to which the Borrower's Borrowers shall have (a) equaled or exceeded the minimum ratio of (A) Consolidated EBITDA to Consolidated Total Funded Debt for the fiscal quarter most recently ended prior to such possible Performance Adjustment Date to (B) Consolidated EBITDA Service for the period of four consecutive fiscal quarters most recently ended prior set forth on such line in such table, or (b) Rated Debt shall have a rating as set forth in such table; provided, however, that if the level established by reference to such possible Performance Adjustment Datethe Rated Debt rating rated by Moodx'x Xxxestors Services, Inc. and the level established by reference to the Rated Debt rating rated by Standard & Poor's Corporation are different, the level shall be less the level that is numerically higher of the two levels so established; except that the level established by reference to the Rated Debt rating rated by Moodx'x Xxxestors Service, Inc. and the level established by reference to the Rated Debt rating rated by Standard & Poor's Corporation are more than one level apart, the level shall be the level that is numerically one below the numerically higher of the two levels so established (e.g. if the level established by reference to the Rated Debt rating rated by Moodx'x Xxxestors Service, Inc. is at level 6 and the level established by the reference to the Rated Debt rating rated by Standard & Poor's Corporation is at level 4, the Pricing shall be at level 5). In the event the Borrowers do not have a Rated Debt rating as set forth in the table below, the Pricing shall be as set forth in the table below on the line farthest down in such table with respect to which the Borrowers shall have equaled or exceeded the minimum ratio of Consolidated EBITDA to Consolidated Total Debt Service for the period of four consecutive fiscal quarters most recently ended set forth on such line in such table: RATIO CONSOLIDATED EBITDA TO CONSOLIDATED EURODOLLAR DOCUMENTARY STANDBY TOTAL DEBT APPLICABLE LETTER OF TOTAL LETTER OF SERVICE BASE RATE FUNDED MARGIN/ CREDIT CREDIT RATIO/RATED APPLICABLE ACCEPTANCE APPLICABLE APPLICABLE COMMITMENT LEVEL DEBT TO EURODOLLAR APPLICABLE EBITDA APPLICABLE MARGIN RATE MARGIN MARGIN greater than 3.25:1.00 2.50FEE RATE ----- -------------- ---------- ---------- ----------- ---------- ---------- 1 >=3.5:1 0.00% 1.375% 0.75% 1.125% 0.35% 2 >=4.5:1 0.00% 1.125% 0.625% 1.00% 0.25% 3 >=6.0:1 0.00% 0.875% 0.50% less than or equal to 3.25:1.00 but greater than or equal to 3.00:1.00 2.250.75% 0.25% less than 3.00:1.00 but greater than 4 >=7.25:1 or equal to 2.75:1.00 2.000.00% 0.75% 0.50% 0.75% 0.25% less than 2.75:1.00 1.75BBB- or Baa3 5 >=8.5:1 or BBB 0.00% 0.625% 0.50% 0.625% 0.20% or Baa2 6 >=10.0:1 or 0.00%% 0.50% 0.45% 0.50% 0.15% BBB+ or Baa1 7 >=12.0:1 and 0.00% 0.375% 0.35% 0.375% 0.12% A- or A3

Performance Adjustments. Based upon, and following receipt by the Banks of (a) beginning with the Borrower's financial statements as hereafter described for the fiscal quarter of the Borrower ending January 31on or about February 28, 19971998, (i) with respect to the first three fiscal quarters of each fiscal year, the Borrower's quarterly unaudited consolidated financial statements pursuant to Section 11.4(bss.11.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrowers' Borrower's annual audited consolidated financial statements pursuant to Section 11.4(ass.11.4(a), and (b) a certificate of the chief financial officer of the Borrower setting forth calculations of the financial information set forth below, (the Borrower also hereby agreeing to provide to the Agents, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations), the Base Rate Applicable Margin and the Eurodollar Applicable Margin shall be subject to possible adjustment in accordance with the provisions of this paragraph (each such adjustment, a "Performance Adjustment"). Performance Adjustments shall be effective (the date of the effectiveness of any Performance Adjustment, a "Performance Adjustment Date") with respect to adjustments to the Base Rate Applicable Margin and the Eurodollar Applicable Margin, three (3) Business Days following receipt by the Agents of (y) (i) with respect to the first three fiscal quarters of each fiscal year, the Borrower's relevant quarterly unaudited consolidated or annual audited financial statements pursuant to Section 11.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrower's annual audited consolidated financial statements pursuant to Section 11.4(a), and (z) a certificate of the chief financial officer of the Borrower setting forth calculations of the financial information set forth below (the Borrowers also hereby agreeing to provide to the AgentsBorrower, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations)each as described above. The Eurodollar Applicable Margin and the Base Rate Applicable Margin with respect to any period following any Performance Adjustment Date until the next succeeding Performance Adjustment Date shall be as set forth in the table below on the line furthest down in such table with respect to which the Borrower's ratio of (A) Consolidated Total Funded Debt for the fiscal quarter most recently ended prior to such possible Performance Adjustment Date to (B) Consolidated EBITDA which, for the period of four consecutive fiscal quarters most recently ended prior to such possible Performance Adjustment Date, both (A) the Borrower's ratio of (1) Consolidated Total Funded Debt for such period to (2) Consolidated EBITDA for such period shall be less than within the range set forth on such line in such table, and (B) the Borrower's ratio of (1) Consolidated EBITDA for such period to (2) Consolidated Total Interest Expense for such period shall be within the range set forth on such line in such table: RATIO OF TOTAL BASE RATE FUNDED DEBT TO EURODOLLAR APPLICABLE ---------------------------------------------------------------------------------------------------------------- Base Rate Ratio of Eurodollar Applicable Ratio of EBITDA APPLICABLE MARGIN MARGIN Applicable Margin Eurodollar Margin for Base Rate Total Funded to Total for Revolving Applicable Revolving Credit Applicable Debt to Interest Credit Loans and Margin for Loans and Margin for EBITDA Expense Gold Loans Term Loan Gold Loans Term Loan ------ ------- ---------- --------- ---------- --------- ---------------------------------------------------------------------------------------------------------------- greater less than 3.25:1.00 2.503.00% 0.503.50% 1.25% 1.75% than or or equal equal to to 4.25:1.0 1.75:1.0 ---------------------------------------------------------------------------------------------------------------- -70- ---------------------------------------------------------------------------------------------------------------- greater greater 2.75% 3.25% 1.00% 1.50% than or than equal to 1.75:1.0 4.0:1.0 but less but less than or than equal to 3.25:1.00 but 4.25:1.0 2.0:1.0 ---------------------------------------------------------------------------------------------------------------- less greater 2.50% 3.00% 0.75% 1.25% than or equal to 3.00:1.00 2.25% 0.25% less than 3.00:1.00 but greater than or equal to 2.75:1.00 2.00% 0.25% less than 2.75:1.00 1.75% 0.00%4.0:1.0 2.0:1.0 ----------------------------------------------------------------------------------------------------------------