Common use of Rate of Interest Clause in Contracts

Rate of Interest. Subject to the provisions of subsections 2.2E, 2.6 and 2.7, each Tranche B Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Eurodollar Rate, as applicable. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Tranche B Term Loan or any Revolving Loan shall be selected by Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1B), and the basis for determining the interest rate with respect to any Tranche B Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D (subject to the last sentence of subsection 2.1B). If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (i) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Revolving Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv); or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv): Greater than or equal to: 2:00:1.00 4.00 % 3.00 % Greater than or equal to but less than: 1.75:1.00 2.00:1.00 3.50 % 2.50 % Less than: 1.75:1.00 3.25 % 2.25 % provided that, for the first six months after the Closing Date, the applicable margin for Revolving Loans that are Eurodollar Rate Loans shall be 4.00% per annum and for Revolving Loans that are Base Rate Loans shall be 3.00% per annum. (ii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche B Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin equal to 3.00% per annum; or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin equal to 4.00% per annum. (iii) Upon delivery of the Compliance Certificate by Company to Administrative Agent pursuant to subsection 6.1(iv), the Base Rate Margin and the Eurodollar Rate Margin shall automatically be adjusted in accordance with such Compliance Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Compliance Certificate (subject to the provisions of the foregoing clause (i)); provided that, if at any time a Compliance Certificate is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Compliance Certificate was required to be delivered until the Business Day next succeeding delivery of such Compliance Certificate, the applicable margins shall be the maximum percentage amount for the Revolving Loans set forth above. If, as a result of any restatement of or other adjustment to the financial statements of Company or for any other reason, Company or Administrative Agent or any Lender determines that (i) the Consolidated Leverage Ratio as calculated by Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Company shall immediately and retroactively be obligated to pay an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period. The Lenders’ acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. Company’s obligations under this paragraph will remain in effect so long as (a) any of the Commitments hereunder remain in effect, (b) any of the Loans or other Obligations (other than Unasserted Obligations) have not been paid in full or (c) any Letters of Credit have not been cancelled or expired. (iv) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Base Rate Margin for Revolving Loans minus a rate equal to the commitment fee percentage then in effect as determined pursuant to subsection 2.3A. (v) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, Incremental Term Loans and Incremental Revolving Loans shall bear interest through maturity at the rates specified in the applicable Incremental Assumption Agreements.

Rate of Interest. Subject to the provisions of subsections 2.2E, 2.6 and 2.7, each Tranche B Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Eurodollar Rate, as applicable. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Tranche B Term Loan or any Revolving Loan shall be selected by Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1B), and the basis for determining the interest rate with respect to any Tranche B Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D (subject to the last sentence of subsection 2.1B). If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (i) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche A Term Loans and the Revolving Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Pricing Certificate has been delivered pursuant to subsection 6.1(iv6.1(v); or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Pricing Certificate has been delivered pursuant to subsection 6.1(iv6.1(v): Greater than or equal to: 2:00:1.00 4.00 3.25:1.00 3.50 % 3.00 2.50 % Greater than but less than or equal to 2.25:1.00 3.25:1.00 3.00 % 2.00 % Greater than but less than: than or equal to 1.75:1.00 2.00:1.00 3.50 % 2.25:1.00 2.50 % 1.50 % Less than: than 1.75:1.00 3.25 2.00 % 2.25 1.00 % provided that, for the first six months two full Fiscal Quarters after the Closing Date, the applicable margin for Tranche A Term Loans and Revolving Loans that are Eurodollar Rate Loans shall be 4.003.50% per annum and for Tranche A Term Loans and Revolving Loans that are Base Rate Loans shall be 3.002.50% per annum. (ii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche B Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin equal set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Pricing Certificate has been delivered pursuant to 3.00% per annumsubsection 6.1(v); or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Pricing Certificate has been delivered pursuant to subsection 6.1(v): Greater than or equal to 4.002.50:1.00 4.50 % 3.50 % Less than 2.50:1.00 4.25 % 3.25 % provided that, for the first two full Fiscal Quarters after the Closing Date, the applicable margin for Tranche B Term Loans that are Eurodollar Rate Loans shall be 4.50% per annum and for Tranche B Term Loans that are Base Rate Loans shall be 3.50% per annum. (iii) Upon delivery of the Compliance Pricing Certificate by Company to Administrative Agent pursuant to subsection 6.1(iv6.1(v), the Base Rate Margin and the Eurodollar Rate Margin shall automatically be adjusted in accordance with such Compliance Certificateadjusted, such adjustment to become effective on the next third succeeding Business Day following the receipt by Administrative Agent of such Compliance Pricing Certificate (subject to the provisions of the foregoing clause clauses (i) and (ii)); provided that, if at any time a Compliance Pricing Certificate is not delivered at the time required pursuant to subsection 6.1(iv6.1(v), from the time such Compliance Pricing Certificate was required to be delivered until the third Business Day next succeeding delivery of such Compliance Pricing Certificate, the applicable margins shall be the maximum percentage amount for the Revolving Loans relevant Loan set forth above. If, as a result of any restatement of or other adjustment to the financial statements of Company or for any other reason, Company or Administrative Agent or any Lender determines that (i) the Consolidated Leverage Ratio as calculated by Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Company shall immediately and retroactively be obligated to pay an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period. The Lenders’ acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. Company’s obligations under this paragraph will remain in effect so long as (a) any of the Commitments hereunder remain in effect, (b) any of the Loans or other Obligations (other than Unasserted Obligations) have not been paid in full or (c) any Letters of Credit have not been cancelled or expired. (iv) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Base Rate Margin for Revolving Loans minus a rate equal to the commitment fee percentage then in effect as determined pursuant to subsection 2.3A. (v) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, Incremental Term Loans and Incremental Revolving Loans shall bear interest through maturity at the rates specified in the applicable Incremental Assumption Agreements.

Rate of Interest. Subject to the provisions of subsections 2.2E, 2.6 and 2.7, each Tranche B Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through to maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate (in the case of all Loans other than Sterling Loans) or the Eurodollar Rate, as applicableLIBOR. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Tranche B Term Loan or any Revolving Loan shall be selected by Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1B), and the basis for determining the interest rate with respect to any Tranche B Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D (subject 2.2D. Subject to the last sentence proviso to the first paragraph of subsection 2.1B). If 2.2D, if on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (i) Subject to the provisions of subsections 2.2E, 2.2G 2.2E and 2.7, the Tranche A Term Loans and the Revolving Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Tranche A Base Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv)Margin; or (b) if a Eurodollar Rate LIBOR Loan, then at the sum of the Eurodollar Rate LIBOR plus the Eurodollar Rate Applicable Tranche A LIBOR Margin set forth plus, in the table below opposite case of Sterling Loans, any Mandatory Liquid Asset Costs incurred by the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant Lender in respect of such LIBOR Loan from time to subsection 6.1(iv): Greater than or equal to: 2:00:1.00 4.00 % 3.00 % Greater than or equal to but less than: 1.75:1.00 2.00:1.00 3.50 % 2.50 % Less than: 1.75:1.00 3.25 % 2.25 % provided that, for the first six months after the Closing Date, the applicable margin for Revolving Loans that are Eurodollar Rate Loans shall be 4.00% per annum and for Revolving Loans that are Base Rate Loans shall be 3.00% per annumtime. (ii) Subject to the provisions of subsections 2.2E, 2.2G 2.2E and 2.7, the Tranche B Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Tranche B Base Rate Margin equal to 3.00% per annumMargin; or (b) if a Eurodollar LIBOR Loan, then at the sum of LIBOR plus the Applicable Tranche B LIBOR Margin. (iii) Subject to the provisions of subsections 2.2E and 2.7, the Tranche C Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Eurodollar Base Rate plus the Eurodollar Rate Margin equal to 4.00% per annum. (iii) Upon delivery of the Compliance Certificate by Company to Administrative Agent pursuant to subsection 6.1(iv), the Applicable Tranche C Base Rate Margin and the Eurodollar Rate Margin shall automatically be adjusted in accordance with such Compliance Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Compliance Certificate (subject to the provisions of the foregoing clause (i))Margin; provided that, if at any time a Compliance Certificate is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Compliance Certificate was required to be delivered until the Business Day next succeeding delivery of such Compliance Certificate, the applicable margins shall be the maximum percentage amount for the Revolving Loans set forth above. If, as a result of any restatement of or other adjustment to the financial statements of Company or for any other reason, Company or Administrative Agent or any Lender determines that (i) the Consolidated Leverage Ratio as calculated by Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Company shall immediately and retroactively be obligated to pay an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period. The Lenders’ acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. Company’s obligations under this paragraph will remain in effect so long as (a) any of the Commitments hereunder remain in effect, or (b) any if a LIBOR Loan, then at the sum of LIBOR plus the Loans or other Obligations (other than Unasserted Obligations) have not been paid in full or (c) any Letters of Credit have not been cancelled or expiredApplicable Tranche C LIBOR Margin. (iv) Subject to the provisions of subsections 2.2E, 2.2G 2.2E and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Applicable Tranche A Base Rate Margin for Revolving Loans minus a rate equal to the commitment fee percentage then in effect as determined pursuant to subsection 2.3A. (v) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, Incremental Term Loans and Incremental Revolving Loans shall bear interest through maturity at the rates specified in the applicable Incremental Assumption AgreementsApplicable Commitment Fee Percentage.

Rate of Interest. Subject to the provisions of subsections 2.2E, 2.6 and 2.7, each Tranche B Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through to maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Eurodollar Rate, as applicableLIBOR. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Tranche B Term Loan or any Revolving Loan shall be selected by Company Borrower initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1B), and the basis for determining the interest rate with respect to any Tranche B Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D (subject 2.2D. Subject to the last sentence proviso to the first paragraph of subsection 2.1B). If 2.2D, if on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (i) Subject to the provisions of subsections 2.2E, 2.2G 2.2E and 2.7, the Tranche A Term Loans and the Revolving Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus PLUS the Applicable Tranche A Base Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv)Margin; or (b) if a Eurodollar Rate LIBOR Loan, then at the sum of LIBOR PLUS the Eurodollar Rate plus the Eurodollar Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv): Greater than or equal to: 2:00:1.00 4.00 % 3.00 % Greater than or equal to but less than: 1.75:1.00 2.00:1.00 3.50 % 2.50 % Less than: 1.75:1.00 3.25 % 2.25 % provided that, for the first six months after the Closing Date, the applicable margin for Revolving Loans that are Eurodollar Rate Loans shall be 4.00% per annum and for Revolving Loans that are Base Rate Loans shall be 3.00% per annumApplicable Tranche A LIBOR Margin. (ii) Subject to the provisions of subsections 2.2E, 2.2G 2.2E and 2.7, the Tranche B Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus PLUS the Applicable Tranche B Base Rate Margin equal to 3.00% per annumMargin; or (b) if a Eurodollar Rate LIBOR Loan, then at the sum of LIBOR PLUS the Eurodollar Rate plus the Eurodollar Rate Margin equal to 4.00% per annumApplicable Tranche B LIBOR Margin. (iii) Upon delivery of the Compliance Certificate by Company to Administrative Agent pursuant to subsection 6.1(iv), the Base Rate Margin and the Eurodollar Rate Margin shall automatically be adjusted in accordance with such Compliance Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Compliance Certificate (subject to the provisions of the foregoing clause (i)); provided that, if at any time a Compliance Certificate is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Compliance Certificate was required to be delivered until the Business Day next succeeding delivery of such Compliance Certificate, the applicable margins shall be the maximum percentage amount for the Revolving Loans set forth above. If, as a result of any restatement of or other adjustment to the financial statements of Company or for any other reason, Company or Administrative Agent or any Lender determines that (i) the Consolidated Leverage Ratio as calculated by Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Company shall immediately and retroactively be obligated to pay an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period. The Lenders’ acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. Company’s obligations under this paragraph will remain in effect so long as (a) any of the Commitments hereunder remain in effect, (b) any of the Loans or other Obligations (other than Unasserted Obligations) have not been paid in full or (c) any Letters of Credit have not been cancelled or expired. (iv) Subject to the provisions of subsections 2.2E, 2.2G 2.2E and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus PLUS the applicable Applicable Tranche A Base Rate Margin for Revolving Loans minus a rate equal to MINUS the commitment fee percentage then in effect as determined pursuant to subsection 2.3A. (v) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, Incremental Term Loans and Incremental Revolving Loans shall bear interest through maturity at the rates specified in the applicable Incremental Assumption AgreementsApplicable Commitment Fee Percentage.

Rate of Interest. Subject to the provisions of subsections 2.2E, 2.6 and 2.7, each Tranche B Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Eurodollar Rate, as applicable. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base RateAdjusted LIBOR. The applicable basis for determining the rate of interest with respect to any Tranche B Term Loan or any Revolving Loan shall be selected by Company Borrower initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1B), and the basis for determining the interest rate with respect to any Tranche B Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D (subject to the last sentence of subsection 2.1B). 2.2D. If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (i) . Subject to the provisions of subsections 2.2E, 2.2G 2.2E and 2.7, the Tranche A Term Loans, the Tranche B Term Loans and the Revolving Loans shall bear interest through maturity as follows: (ai) if a Base Rate Loan, then at the sum of the Base Rate plus PLUS the Applicable Base Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv)such Type of Loans; or (bii) if a Eurodollar Rate LIBOR Loan, then at the sum of Adjusted LIBOR PLUS the Eurodollar Rate plus the Eurodollar Rate Applicable LIBOR Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv): Greater than or equal to: 2:00:1.00 4.00 % 3.00 % Greater than or equal to but less than: 1.75:1.00 2.00:1.00 3.50 % 2.50 % Less than: 1.75:1.00 3.25 % 2.25 % provided that, for the first six months after the Closing Date, the applicable margin for Revolving Loans that are Eurodollar Rate Loans shall be 4.00% per annum and for Revolving Loans that are Base Rate Loans shall be 3.00% per annum. (ii) Subject to the provisions such Type of subsections 2.2E, 2.2G and 2.7, the Tranche B Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin equal to 3.00% per annum; or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin equal to 4.00% per annum. (iii) Loans. Upon delivery of the Compliance a Margin Determination Certificate by Company Borrower to Administrative Agent pursuant to subsection 6.1(iv6.1(xvi), the Applicable Base Rate Margin and the Eurodollar Rate Applicable LIBOR Margin shall automatically be adjusted in accordance with such Compliance Margin Determination Certificate, such adjustment to become effective on the next succeeding Business Day following 60th day after the receipt by Administrative Agent of such Compliance Certificate (subject to the provisions end of the foregoing clause Fiscal Quarter to which the financial results contained in the Margin Determination Certificate relate; PROVIDED that (i)); provided that, if 1) at any time a Compliance Margin Determination Certificate is not delivered at the time required pursuant to subsection 6.1(iv6.1(xvi), from the time such Compliance Margin Determination Certificate was required to be delivered until the Business Day next succeeding delivery of such Compliance Margin Determination Certificate, the applicable margins Applicable Base Rate Margin shall be the maximum percentage amount 1.75% for the Revolving Loans set forth above. Ifand the Tranche A Term Loans and 1.75% for the Tranche B Term Loans, as and the Applicable LIBOR Margin shall be 2.75% for the Revolving Loans and the Tranche A Term Loans and 2.75% for the Tranche B Term Loans, and(2) if a result of any restatement of or other adjustment Margin Determination Certificate erroneously indicates an applicable margin more favorable to Borrower than should be afforded by the financial statements of Company or for any other reason, Company or Administrative Agent or any Lender determines that (i) the Consolidated Leverage Ratio as calculated by Company as of any applicable date was inaccurate and (ii) a proper actual calculation of the Consolidated Total Leverage Ratio would have resulted in higher pricing Ratio, Borrower shall promptly pay additional interest and letter of credit fees to correct for such period, Company shall immediately and retroactively be obligated to pay an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period. The Lenders’ acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. Company’s obligations under this paragraph will remain in effect so long as (a) any of the Commitments hereunder remain in effect, (b) any of the Loans or other Obligations (other than Unasserted Obligations) have not been paid in full or (c) any Letters of Credit have not been cancelled or expirederror. (iv) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Base Rate Margin for Revolving Loans minus a rate equal to the commitment fee percentage then in effect as determined pursuant to subsection 2.3A. (v) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, Incremental Term Loans and Incremental Revolving Loans shall bear interest through maturity at the rates specified in the applicable Incremental Assumption Agreements.

Rate of Interest. Subject to the provisions of subsections 2.2E, 2.6 and 2.7, each Tranche B Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Eurodollar Rate, as applicable. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Tranche B Term Loan or any Revolving Loan shall be selected by Company initially at the time a Notice of Revolving Borrowing is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1B), and the basis for determining the interest rate with respect to any Tranche B Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D (subject to the last sentence of subsection 2.1B). 2.2D. If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (i) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Revolving Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv)Margin; or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv): Greater than or equal to: 2:00:1.00 4.00 % 3.00 % Greater than or equal to but less than: 1.75:1.00 2.00:1.00 3.50 % 2.50 % Less than: 1.75:1.00 3.25 % 2.25 % provided that, for the first six months after the Closing Date, the applicable margin for Revolving Loans that are Eurodollar Rate Loans shall be 4.00% per annum and for Revolving Loans that are Base Rate Loans shall be 3.00% per annumMargin. (ii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche B Term Loans Each Bid Loan shall bear interest through maturity as follows: (a) if on the outstanding principal amount thereof for the Interest Period therefor at a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin rate per annum equal to 3.00% per annum; or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate for such Interest Period plus (or minus) the Eurodollar Bid Margin, or at the Absolute Rate Margin equal to 4.00% per annumfor such Interest Period, as the case may be. (iii) Upon delivery of the Compliance Certificate by Company to Administrative Agent pursuant to subsection 6.1(iv), the Base Rate Margin and the Eurodollar Rate Margin shall automatically be adjusted in accordance with such Compliance Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Compliance Certificate (subject to the provisions of the foregoing clause (i)); provided that, if at any time a Compliance Certificate is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Compliance Certificate was required to be delivered until the Business Day next succeeding delivery of such Compliance Certificate, the applicable margins shall be the maximum percentage amount for the Revolving Loans set forth above. If, as a result of any restatement of or other adjustment to the financial statements of Company or for any other reason, Company or Administrative Agent or any Lender determines that (i) the Consolidated Leverage Ratio as calculated by Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Company shall immediately and retroactively be obligated to pay an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period. The Lenders’ acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. Company’s obligations under this paragraph will remain in effect so long as (a) any of the Commitments hereunder remain in effect, (b) any of the Loans or other Obligations (other than Unasserted Obligations) have not been paid in full or (c) any Letters of Credit have not been cancelled or expired. (iv) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Base Rate Margin for Revolving Loans minus a rate equal to the commitment fee percentage then in effect as determined pursuant to subsection 2.3A. (v) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, Incremental Term Loans and Incremental Revolving Loans shall bear interest through maturity at the rates specified in the applicable Incremental Assumption AgreementsMargin.

Rate of Interest. Subject to the provisions of subsections 2.2E, 2.6 and 2.7, each Tranche B Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Eurodollar Rate, as applicable. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Tranche B Term Loan or any Revolving Loan shall be selected by Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1B), and the basis for determining the interest rate with respect to any Tranche B Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D (subject to the last sentence of subsection 2.1B). If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (i) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four-Fiscal Quarter period for which the applicable Pricing Certificate has been delivered pursuant to subsection 6.1(v); or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four-Fiscal Quarter period for which the applicable Pricing Certificate has been delivered pursuant to subsection 6.1(v): Greater than 3.50:1.00 2.000 % 1.000 % Less than or equal to 3.50:1.00 1.750 % 0.750 % provided that, for the first six months after the Closing Date, the applicable margin for Term Loans that are Eurodollar Rate Loans shall be 2.000% per annum and the applicable margin for Term Loans that are Base Rate Loans shall be 1.000% per annum. (ii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Revolving Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four four-Fiscal Quarter period for which the applicable Compliance Pricing Certificate has been delivered pursuant to subsection 6.1(iv6.1(v); or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four four-Fiscal Quarter period for which the applicable Compliance Pricing Certificate has been delivered pursuant to subsection 6.1(iv6.1(v): Greater than or equal to: 2:00:1.00 4.00 to 4.50:1.00 2.500 % 3.00 1.500 % Greater than or equal to but less than: 1.75:1.00 2.00:1.00 3.50 than 4.00:1.00 4.50:1.00 2.250 % 2.50 1.250 % Greater than or equal to but less than 3.50:1.00 4.00:1.00 2.000 % 1.000 % Greater than or equal to but less than 3.00:1.00 3.50:1.00 1.875 % 0.875 % Less than: 1.75:1.00 3.25 than 3.00:1.00 1.750 % 2.25 0.750 % provided that, for the first six months after the Closing Date, the applicable margin for Revolving Loans that are Eurodollar Rate Loans shall be 4.002.250% per annum and the applicable margin for Revolving Loans that are Base Rate Loans shall be 3.00% per annum. (ii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche B Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin equal to 3.00% per annum; or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin equal to 4.001.250% per annum. (iii) Upon delivery of the Compliance Pricing Certificate by Company to Administrative Agent pursuant to subsection 6.1(iv6.1(v), the Base Rate Margin and the Eurodollar Rate Margin for Term Loans and Revolving Loans shall automatically be adjusted in accordance with such Compliance Pricing Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Compliance Pricing Certificate (subject to the provisions of the foregoing clause clauses (i) and (ii)); provided that, if at any time a Compliance Pricing Certificate is not delivered at the time required pursuant to subsection 6.1(iv6.1(v), from the time such Compliance Pricing Certificate was required to be delivered until the Business Day next succeeding delivery of such Compliance Pricing Certificate, the applicable margins shall be the maximum percentage amount for the Revolving Loans relevant Loan set forth above. If, as a result of any restatement of or other adjustment to the financial statements of Company or for any other reason, Company or Administrative Agent or any Lender determines that (i) the Consolidated Leverage Ratio as calculated by Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Company shall immediately and retroactively be obligated to pay an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period. The Lenders’ acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. Company’s obligations under this paragraph will remain in effect so long as (a) any of the Commitments hereunder remain in effect, (b) any of the Loans or other Obligations (other than Unasserted Obligations) have not been paid in full or (c) any Letters of Credit have not been cancelled or expired. (iv) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Base Rate Margin for Revolving Loans minus a rate equal to the commitment fee percentage then in effect as determined pursuant to subsection 2.3A. (v) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, Incremental Term Loans and Incremental Revolving Loans shall bear interest through maturity at the rates specified in the applicable Incremental Assumption AgreementsLoans.

Rate of Interest. Subject to the provisions of subsections 2.2E, 2.6 and 2.7, each Tranche B Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through to, but excluding, maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Eurodollar Rate, as applicable. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Tranche B Term Loan or any Revolving Loan shall be selected by Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1B), and the basis for determining the interest rate with respect to any Tranche B Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D (subject to the last sentence of subsection 2.1B). If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (i) Subject to the provisions of subsections 2.2A(ii), 2.2E, 2.2G and 2.7, the Revolving Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv); or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv): Greater than or equal to: 2:00:1.00 4.00 % 3.00 % Greater than or equal to but less than: 1.75:1.00 2.00:1.00 3.50 % 2.50 % Less than: 1.75:1.00 3.25 % 2.25 % provided that, for the first six months after the Closing Date, the applicable margin for Revolving Loans that are Eurodollar Rate Loans shall be 4.00% per annum and for Revolving Loans that are Base Rate Loans shall be 3.00% per annum. (ii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche B Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin equal to 3.005.00% per annum; or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin equal to 4.006.00% per annum. (iiiii) Upon delivery of Notwithstanding the Compliance Certificate foregoing, the interest rates applicable to the Loans as provided by subsection 2.2A(i) shall be increased by an additional (x) 0.25%, if for any reason audited financial statements for Company and its Subsidiaries for Fiscal Year 2006, certified by Ernst & Young LLP (or another nationally recognized auditing firm) without material qualification, are not delivered to Administrative Agent pursuant on or prior to subsection 6.1(iv)December 31, the Base Rate Margin 2007, and the Eurodollar Rate Margin shall automatically be adjusted in accordance with such Compliance Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Compliance Certificate (subject to the provisions of the foregoing clause (i)); provided thaty) an additional 0.25%, if at any time a Compliance Certificate is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Compliance Certificate was required to be delivered until the Business Day next succeeding delivery of such Compliance Certificate, the applicable margins shall be the maximum percentage amount for the Revolving Loans set forth above. If, as a result of any restatement of or other adjustment to the certified audited financial statements of Company or for any other reason, Company or Administrative Agent or any Lender determines that (i) the Consolidated Leverage Ratio as calculated by Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Company shall immediately and retroactively be obligated to pay an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period. The Lenders’ acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. Company’s obligations under this paragraph will remain in effect so long as (a) any of the Commitments hereunder remain in effect, (b) any of the Loans or other Obligations (other than Unasserted Obligations) have not been paid in full or (c) any Letters of Credit have not been cancelled or expired. (iv) Subject delivered to the provisions of subsections 2.2EAdministrative Agent on or prior to June 1, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Base Rate Margin for Revolving Loans minus a rate equal to the commitment fee percentage then in effect as determined 2008; provided that any increases pursuant to this subsection 2.3A. (v2.2A(ii) Subject shall cease to the provisions of subsections 2.2Eapply at such later date, 2.2G and 2.7if any, Incremental Term Loans and Incremental Revolving Loans shall bear interest through maturity at the rates specified upon which such audited financial statements for Fiscal Year 2006 have in the applicable Incremental Assumption Agreementsfact been delivered to Administrative Agent.

Rate of Interest. Subject to the provisions of subsections 2.2E, 2.6 and 2.7, each Tranche B Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Eurodollar Rate, as applicable. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Tranche B Term Loan or any Revolving Loan shall be selected by Company initially at the time a Notice of Revolving Borrowing is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1B), and the basis for determining the interest rate with respect to any Tranche B Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D (subject to the last sentence of subsection 2.1B). 2.2D. If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (i) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Revolving Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv)Rate; or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv): Greater than or equal to: 2:00:1.00 4.00 % 3.00 % Greater than or equal to but less than: 1.75:1.00 2.00:1.00 3.50 % 2.50 % Less than: 1.75:1.00 3.25 % 2.25 % provided that, for the first six months after the Closing Date, the applicable margin for Revolving Loans that are Eurodollar Rate Loans shall be 4.00% per annum and for Revolving Loans that are Base Rate Loans shall be 3.00% per annumMargin. (ii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche B Term Loans Each Bid Loan shall bear interest through maturity as follows: (a) if on the outstanding principal amount thereof for the Interest Period therefor at a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin rate per annum equal to 3.00% per annum; or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate for such Interest Period plus (or minus) the Eurodollar Bid Margin, or at the Absolute Rate Margin equal to 4.00% per annumfor such Interest Period, as the case may be. (iii) Upon delivery of the Compliance Certificate by Company to Administrative Agent pursuant to subsection 6.1(iv), the Base Rate Margin and the Eurodollar Rate Margin shall automatically be adjusted in accordance with such Compliance Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Compliance Certificate (subject to the provisions of the foregoing clause (i)); provided that, if at any time a Compliance Certificate is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Compliance Certificate was required to be delivered until the Business Day next succeeding delivery of such Compliance Certificate, the applicable margins shall be the maximum percentage amount for the Revolving Loans set forth above. If, as a result of any restatement of or other adjustment to the financial statements of Company or for any other reason, Company or Administrative Agent or any Lender determines that (i) the Consolidated Leverage Ratio as calculated by Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Company shall immediately and retroactively be obligated to pay an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period. The Lenders’ acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. Company’s obligations under this paragraph will remain in effect so long as (a) any of the Commitments hereunder remain in effect, (b) any of the Loans or other Obligations (other than Unasserted Obligations) have not been paid in full or (c) any Letters of Credit have not been cancelled or expired. (iv) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Base Rate Margin for Revolving Loans minus a rate equal to the commitment fee percentage then in effect as determined pursuant to subsection 2.3A. (v) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, Incremental Term Loans and Incremental Revolving Loans shall bear interest through maturity at the rates specified in the applicable Incremental Assumption AgreementsRate.

Rate of Interest. Subject to the provisions of subsections 2.2E, 2.6 and 2.7, each Tranche B Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through to maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Eurodollar Rate, as applicableLIBOR. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Tranche B Term Loan or any Revolving Loan shall be selected by Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1B), and the basis for determining the interest rate with respect to any Tranche B Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D (subject 2.2D. Subject to the last sentence proviso to the first paragraph of subsection 2.1B). If 2.2D, if on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (i) Subject to the provisions of subsections 2.2E, 2.2G 2.2E and 2.7, the Tranche A Term Loans and the Revolving Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus PLUS the Applicable Tranche A Base Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv)Margin; or (b) if a Eurodollar Rate LIBOR Loan, then at the sum of LIBOR PLUS the Eurodollar Rate plus the Eurodollar Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv): Greater than or equal to: 2:00:1.00 4.00 % 3.00 % Greater than or equal to but less than: 1.75:1.00 2.00:1.00 3.50 % 2.50 % Less than: 1.75:1.00 3.25 % 2.25 % provided that, for the first six months after the Closing Date, the applicable margin for Revolving Loans that are Eurodollar Rate Loans shall be 4.00% per annum and for Revolving Loans that are Base Rate Loans shall be 3.00% per annumApplicable Tranche A LIBOR Margin. (ii) Subject to the provisions of subsections 2.2E, 2.2G 2.2E and 2.7, the Tranche B Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus PLUS the Applicable Tranche B Base Rate Margin equal to 3.00% per annumMargin; or (b) if a Eurodollar LIBOR Loan, then at the sum of LIBOR PLUS the Applicable Tranche B LIBOR Margin. (iii) Subject to the provisions of subsections 2.2E and 2.7, the Tranche C Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin equal to 4.00% per annum. (iii) Upon delivery of the Compliance Certificate by Company to Administrative Agent pursuant to subsection 6.1(iv), the Base Rate Margin and PLUS the Eurodollar Applicable Tranche C Base Rate Margin shall automatically be adjusted in accordance with such Compliance Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Compliance Certificate (subject to the provisions of the foregoing clause (i))Margin; provided that, if at any time a Compliance Certificate is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Compliance Certificate was required to be delivered until the Business Day next succeeding delivery of such Compliance Certificate, the applicable margins shall be the maximum percentage amount for the Revolving Loans set forth above. If, as a result of any restatement of or other adjustment to the financial statements of Company or for any other reason, Company or Administrative Agent or any Lender determines that (i) the Consolidated Leverage Ratio as calculated by Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Company shall immediately and retroactively be obligated to pay an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period. The Lenders’ acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. Company’s obligations under this paragraph will remain in effect so long as (a) any of the Commitments hereunder remain in effect, or (b) any if a LIBOR Loan, then at the sum of LIBOR PLUS the Loans or other Obligations (other than Unasserted Obligations) have not been paid in full or (c) any Letters of Credit have not been cancelled or expiredApplicable Tranche C LIBOR Margin. (iv) Subject to the provisions of subsections 2.2E, 2.2G 2.2E and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Applicable Tranche A Base Rate Margin for Revolving Loans minus a rate equal to MINUS the commitment fee percentage then in effect as determined pursuant to subsection 2.3A. (v) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, Incremental Term Loans and Incremental Revolving Loans shall bear interest through maturity at the rates specified in the applicable Incremental Assumption AgreementsApplicable Commitment Fee Percentage.

Rate of Interest. Subject to the provisions of subsections 2.2E, 2.6 and 2.7, each Tranche B Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to to, at the option of Borrower, the Base Rate or the Eurodollar LIBOR Rate, as applicable. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Tranche B Term Loan or any Revolving Loan shall be selected by Company Borrower initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1B), and the basis for determining the interest rate with respect to any Tranche B Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D (subject to the last sentence of subsection 2.1B). 2.2D. If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (i) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Revolving Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv); or (b) if a Eurodollar LIBOR Rate Loan, then at the sum of the Eurodollar LIBOR Rate plus the Eurodollar LIBOR Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv): Greater than or equal to: 2:00:1.00 4.00 % 3.00 % Greater Less than or equal to 1.00:1.00 0.75 % 0 % Greater than but less than: 1.75:1.00 than or equal to 1.00:1.00 2.00:1.00 3.50 1.00 % 2.50 0 % Less than: 1.75:1.00 3.25 Greater than 2.00:1.00 1.25 % 2.25 0.25 % provided that, until the delivery of the Compliance Certificate for the first six months full Fiscal Quarter ending after the Closing Date, the applicable margin for Revolving Loans that are Eurodollar LIBOR Rate Loans shall be 4.000.75% per annum and the applicable margin for Revolving Loans that are Base Rate Loans shall be 3.000% per annum. (ii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche B Term Swing Line Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin equal set forth in the table in subsection 2.2A(i) above opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to 3.00% per annumsubsection 6.1(iv); or (b) if a Eurodollar Rate Loanprovided that, then at until the sum delivery of the Eurodollar Rate plus Compliance Certificate for the Eurodollar Rate Margin equal to 4.00first full Fiscal Quarter ending after the Closing Date, the applicable margin for Swing Line Loans shall be 0% per annum. (iii) Upon delivery of the Compliance Certificate by Company Borrower to Administrative Agent pursuant to subsection 6.1(iv), the Base Rate Margin and the Eurodollar LIBOR Rate Margin shall automatically be adjusted in accordance with such Compliance Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Compliance Certificate (subject to the provisions of the foregoing clause clauses (i) and (ii)); provided that, if at any time a Compliance Certificate is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Compliance Certificate was required to be delivered until the Business Day next succeeding delivery of such Compliance Certificate, the applicable margins shall be the maximum percentage amount for the Revolving Loans relevant Loan set forth above. . (iv) If, as a result of any restatement of or other adjustment to the financial statements of Company Borrower or for any other reason, Company Borrower or Administrative Agent or any Lender determines the Lenders determine that (ia) the Consolidated Leverage Ratio as calculated by Company Borrower as of any applicable date was inaccurate and (iib) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Company Borrower shall immediately and retroactively be obligated to pay to Administrative Agent for the account of the applicable Lenders or Issuing Lender, as the case may be, promptly on demand by Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to Borrower under the Bankruptcy Code, automatically and without further action by Administrative Agent, any Lender or Issuing Lender), 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. The Lenders’ acceptance This paragraph shall not limit the rights of payment Administrative Agent, any Lender or Issuing Lender, as the case may be, under any other provision of such amounts will not constitute a waiver of any default this Section 2 or under this Agreement. Company’s obligations under this paragraph will remain in effect so long as (a) any of the Commitments hereunder remain in effect, (b) any of the Loans or other Obligations (other than Unasserted Obligations) have not been paid in full or (c) any Letters of Credit have not been cancelled or expiredSection 8. (iv) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Base Rate Margin for Revolving Loans minus a rate equal to the commitment fee percentage then in effect as determined pursuant to subsection 2.3A. (v) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, Incremental Term Loans and Incremental Revolving Loans shall bear interest through maturity at the rates specified in the applicable Incremental Assumption Agreements.

Rate of Interest. Subject to the provisions of subsections 2.2E, 2.6 and 2.7, each Tranche B Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to to, in the case of Loans, the Base Rate or the Adjusted Eurodollar Rate, as applicable. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Tranche B Term Loan or any Revolving Loan shall be selected by Company Borrower initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1B), and the basis for determining the interest rate with respect to any Tranche B Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D (subject to the last sentence of subsection 2.1B); provided, however, that each Foreign Currency Loan shall bear interest at a rate determined by reference to the Adjusted Eurodollar Rate with respect to its currency of denomination. If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (i) [Reserved]. (ii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Revolving Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the applicable Consolidated Adjusted Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv); or (b) if a Eurodollar Rate Loan, then at the sum of the Adjusted Eurodollar Rate plus the Eurodollar Rate Margin set forth in the table below opposite the applicable Consolidated Adjusted Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv): Greater than or equal to: 2:00:1.00 4.00 to 3.0x 3.25% 3.00 2.25% Greater than or equal to 2.5x but less than: 1.75:1.00 2.00:1.00 3.50 than 3.0x 3.00% 2.50 2.00% Greater than or equal to 2.0x but less than 2.5 2.75% 1.75% Greater than or equal to 1.5x but less than 2.0x 2.50% 1.50% Greater than or equal to 1.0x but less than 1.5x 2.25% 1.25% Less than: 1.75:1.00 3.25 than 1.0x 2.00% 2.25 1.00% provided that, prior to the Effective Date, the Eurodollar Rate Margin and the Base Rate Margin shall be determined in accordance with the provisions of the Prior Credit Agreement and on and after the Effective Date, the Eurodollar Rate Margin and the Base Rate Margin shall be determined in accordance with the provisions of this Agreement; provided further that, until delivery of the Compliance Certificate for the first six months after the Closing DateFiscal Year ending on or about October 31, 2003, the applicable margin for Revolving Loans that are Eurodollar Rate Loans shall be 4.00% per annum and the applicable margin for Revolving Loans that are Base Rate Loans shall be 3.00% per annum. (ii) Subject such margins as were in effect immediately prior to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche B Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin equal to 3.00% per annum; or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin equal to 4.00% per annumEffective Date. (iii) Upon delivery of the Compliance Certificate by Company Borrower to Administrative Agent pursuant to subsection 6.1(iv), the Base Rate Margin and the Eurodollar Rate Margin shall automatically be adjusted in accordance with such Compliance Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Compliance Certificate (subject to the provisions of the foregoing clause clauses (i) and (ii)); provided that, if at any time (a) a Compliance Certificate is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Compliance Certificate was required to be delivered until the Business Day next succeeding delivery of such Compliance Certificate, the or (b) an Event of Default or a Potential Event of Default shall have occurred and is continuing, such applicable margins shall be the maximum percentage amount for the Revolving Loans relevant Loan set forth above. If, as a result of any restatement of or other adjustment to the financial statements of Company or for any other reason, Company or Administrative Agent or any Lender determines that (i) the Consolidated Leverage Ratio as calculated by Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Company shall immediately and retroactively be obligated to pay an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period. The Lenders’ acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. Company’s obligations under this paragraph will remain in effect so long as (a) any of the Commitments hereunder remain in effect, (b) any of the Loans or other Obligations (other than Unasserted Obligations) have not been paid in full or (c) any Letters of Credit have not been cancelled or expired. (iv) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Base Rate Margin for Revolving Loans minus a rate equal to the commitment fee percentage then in effect as determined pursuant to subsection 2.3A. (v) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, Incremental Term Loans and Incremental Revolving Loans shall bear interest through maturity at the rates specified in the applicable Incremental Assumption Agreements.

Rate of Interest. Subject to the provisions of subsections 2.2E, 2.6 and 2.7, each Tranche B Delayed Draw Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Eurodollar Rate, as applicable. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base LIBOR Rate. The applicable basis for determining the rate of interest with respect to any Tranche B Delayed Draw Term Loan or any Revolving Loan shall be selected by Company Borrower initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1B), and the basis for determining the interest rate with respect to any Tranche B Delayed Draw Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D (subject to the last sentence of subsection 2.1B). 2.2D. If on any day a Delayed Draw Term Loan or Revolving Loan is outstanding requested with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (i) . Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Revolving Loans shall bear interest through maturity as follows: (ai) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Applicable Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv)per annum; or (bii) if a Eurodollar LIBOR Rate Loan, then at the sum of the Eurodollar Adjusted LIBOR Rate plus the Eurodollar Applicable Margin per annum. With respect to Delayed Draw Term Loans and Revolving Loans, the "Applicable Margin" for each Base Rate Margin Loan and LIBOR Rate Loan shall be the percentage set forth in below for that type of Loan based upon the table below opposite the applicable Consolidated Total Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv): as set forth and adjusted below: APPLICABLE MARGIN ----------------- BASE LIBOR TOTAL RATE RATE LEVERAGE RATIO LOAN LOAN -------------- ---- ----- Greater than or equal to: 2:00:1.00 4.00 to 4.50:1.00 2.00% 3.00 3.00% Greater than or equal to 3.75:1.00 but less than: 1.75:1.00 2.00:1.00 3.50 than 4.50:100 1.50% 2.50 2.50% Greater than or equal to 2.75:1.00 but less than 3.75:1.00 1.00% 2.00% Less than: 1.75:1.00 3.25 than 2.75:1.00 0.50% 2.25 % provided that, for the first six months after the Closing Date, the applicable margin for Revolving Loans that are Eurodollar Rate Loans shall be 4.00% per annum and for Revolving Loans that are Base Rate Loans shall be 3.00% per annum. (ii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche B Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin equal to 3.00% per annum; or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin equal to 4.00% per annum. (iii) Upon delivery of the Compliance Certificate by Company to Administrative Agent pursuant to subsection 6.1(iv), the Base Rate Margin and the Eurodollar Rate Margin shall automatically be adjusted in accordance with such Compliance Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Compliance Certificate (subject to the provisions of the foregoing clause (i)); provided that, if at any time a Compliance Certificate is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Compliance Certificate was required to be delivered until the Business Day next succeeding delivery of such Compliance Certificate, the applicable margins shall be the maximum percentage amount for the Revolving Loans set forth above. If, as a result of any restatement of or other adjustment to the financial statements of Company or for any other reason, Company or Administrative Agent or any Lender determines that (i) the Consolidated Leverage Ratio as calculated by Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Company shall immediately and retroactively be obligated to pay an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period. The Lenders’ acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. Company’s obligations under this paragraph will remain in effect so long as (a) any of the Commitments hereunder remain in effect, (b) any of the Loans or other Obligations (other than Unasserted Obligations) have not been paid in full or (c) any Letters of Credit have not been cancelled or expired. (iv) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Base Rate Margin for Revolving Loans minus a rate equal to the commitment fee percentage then in effect as determined pursuant to subsection 2.3A. (v) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, Incremental Term Loans and Incremental Revolving Loans shall bear interest through maturity at the rates specified in the applicable Incremental Assumption Agreements.1.50%

Rate of Interest. Subject to the provisions of subsections 2.2E, 2.6 and 2.7, each Tranche B Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to to, in the case of Loans, the Base Rate or the Adjusted Eurodollar Rate, as applicable. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Tranche B Term Loan or any Revolving Loan shall be selected by Company Borrower initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1B), and the basis for determining the interest rate with respect to any Tranche B Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D (subject to the last sentence of subsection 2.1B); provided, however, that each Foreign Currency Loan shall bear interest at a rate determined by reference to the Adjusted Eurodollar Rate with respect to its currency of denomination. If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (i) [Reserved]. (ii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Revolving Loans shall bear interest through maturity as follows: : (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Pricing Certificate has been delivered pursuant to subsection 6.1(iv); or or (b) if a Eurodollar Rate Loan, then at the sum of the Adjusted Eurodollar Rate plus the Eurodollar Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Pricing Certificate has been delivered pursuant to subsection 6.1(iv): Greater than or equal to: 2:00:1.00 4.00 to 3.0x 3.25% 3.00 2.25% Greater than or equal to 2.5x but less than: 1.75:1.00 2.00:1.00 3.50 than 3.0x 3.00% 2.50 2.00% Greater than or equal to 2.0x but less than 2.5 2.75% 1.75% Less than: 1.75:1.00 3.25 than 2.0x 2.25% 2.25 1.25% provided that if each Lender has consented to this Agreement, the table set forth immediately above shall thereupon be replaced with the following: Greater than or equal to 3.0x 3.25% 2.25% Greater than or equal to 2.5x but less than 3.0x 3.00% 2.00% Greater than or equal to 2.0x but less than 2.5x 2.75% 1.75% Greater than or equal to 1.5x but less than 2.0x 2.25% 1.25% Greater than or equal to 1.0x but less than 1.5x 2.00% 1.00% Less than 1.0x 1.75% 0.75% provided further that, prior to the Effective Date, the Eurodollar Rate Margin and the Base Rate Margin shall be determined in accordance with the provisions of the Original Credit Agreement and on and after the Effective Date, the Eurodollar Rate Margin and the Base Rate Margin shall be determined in accordance with the provisions of this Agreement; provided further that, until the delivery of the Pricing Certificate for the first six months after the Closing DateFiscal Year ending on or about October 31, 2002, the applicable margin for Revolving Loans that are Eurodollar Rate Loans shall be 4.003.00% per annum and for Revolving Loans that are Base Rate Loans shall be 3.00% per annum. (ii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche B Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin equal to 3.00% per annum; or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin equal to 4.002.00% per annum. (iii) Upon delivery of the Compliance Pricing Certificate by Company Borrower to Administrative Agent pursuant to subsection 6.1(iv), the Base Rate Margin and the Eurodollar Rate Margin shall automatically be adjusted in accordance with such Compliance Pricing Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Compliance Pricing Certificate (subject to the provisions of the foregoing clause clauses (i) and (ii)); provided that, if at any time (a) a Compliance Pricing Certificate is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Compliance Pricing Certificate was required to be delivered until the Business Day next succeeding delivery of such Compliance Pricing Certificate, the or (b) an Event of Default or a Potential Event of Default shall have occurred and is continuing, such applicable margins shall be the maximum percentage amount for the Revolving Loans relevant Loan set forth above. If, as a result of any restatement of or other adjustment to the financial statements of Company or for any other reason, Company or Administrative Agent or any Lender determines that (i) the Consolidated Leverage Ratio as calculated by Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Company shall immediately and retroactively be obligated to pay an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period. The Lenders’ acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. Company’s obligations under this paragraph will remain in effect so long as (a) any of the Commitments hereunder remain in effect, (b) any of the Loans or other Obligations (other than Unasserted Obligations) have not been paid in full or (c) any Letters of Credit have not been cancelled or expired. (iv) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Base Rate Margin for Revolving Loans minus a rate equal to the commitment fee percentage then in effect as determined pursuant to subsection 2.3A. (v) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, Incremental Term Loans and Incremental Revolving Loans shall bear interest through maturity at the rates specified in the applicable Incremental Assumption Agreements.

Rate of Interest. Subject to the provisions of subsections 2.2E, 2.6 and 2.7, each Tranche B Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Eurodollar Rate, as applicable. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Tranche B Term Loan or any Revolving Loan shall be selected by Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1B), and the basis for determining the interest rate with respect to any Tranche B Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D (subject to 2.2D; provided, however, that Loans made on the last sentence of subsection 2.1B)Closing Date shall be Base Rate Loans. If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (i) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche A Term Loans and the Revolving Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Pricing Certificate has been delivered pursuant to subsection 6.1(iv); or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Pricing Certificate has been delivered pursuant to subsection 6.1(iv): Table of Contents Greater than or Or equal to: 2:00:1.00 4.00 to 3.5:1.0 2.25% 3.00 1.25% Greater than or equal to but less than: 1.75:1.00 2.00:1.00 3.50 than 2.5:1.0 3.5:1.0 2.00% 2.50 1.00% Greater than or equal to but less than 2.0:1.0 2.5:1.0 1.75% 0.75% Greater than or equal to but less than 1.5:1.0 2.0:1.0 1.25% 0.25% Less than: 1.75:1.00 3.25 than 1.5:1.0 1.00% 2.25 0% ; provided that, for that until the delivery of the first six months Pricing Certificate after the six-month anniversary of the Closing Date, the applicable margin for Tranche A Term Loans and Revolving Loans that are Eurodollar Rate Loans shall be 4.002.00% per annum and for Tranche A Term Loans and Revolving Loans that are Base Rate Loans shall be 3.001.00% per annum. (ii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche B Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin equal set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Pricing Certificate has been delivered pursuant to 3.00% per annumsubsection 6.1(iv); or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin equal to 4.00% per annum. (iii) Upon delivery of set forth in the Compliance table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Pricing Certificate by Company to Administrative Agent has been delivered pursuant to subsection 6.1(iv), the Base Rate Margin and the Eurodollar Rate Margin shall automatically be adjusted in accordance with such Compliance Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Compliance Certificate (subject to the provisions of the foregoing clause (i)); provided that, if at any time a Compliance Certificate is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Compliance Certificate was required to be delivered until the Business Day next succeeding delivery of such Compliance Certificate, the applicable margins shall be the maximum percentage amount for the Revolving Loans set forth above. If, as a result of any restatement of ): Greater than or other adjustment to the financial statements of Company or for any other reason, Company or Administrative Agent or any Lender determines that (i) the Consolidated Leverage Ratio as calculated by Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Company shall immediately and retroactively be obligated to pay an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period. The Lenders’ acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. Company’s obligations under this paragraph will remain in effect so long as (a) any of the Commitments hereunder remain in effect, (b) any of the Loans 2.5:1.0 2.75% 1.75% Greater than but less than 2.0:1.0 2.5:1.0 2.50% 1.50% Less than or other Obligations (other than Unasserted Obligations) have not been paid in full or (c) any Letters of Credit have not been cancelled or expired. (iv) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Base Rate Margin for Revolving Loans minus a rate equal to the commitment fee percentage then in effect as determined pursuant to subsection 2.3A. (v) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, Incremental Term Loans and Incremental Revolving Loans shall bear interest through maturity at the rates specified in the applicable Incremental Assumption Agreements.2.0:1.0 2.25% 1.25%

Rate of Interest. Subject to the provisions of subsections 2.2E, 2.6 and 2.7, each Tranche B Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Eurodollar Rate, as applicable. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Tranche B Term Loan or any Revolving Loan shall be selected by Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1B), and the basis for determining the interest rate with respect to any Tranche B Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D (subject to the last sentence of subsection 2.1B). If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (i) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Revolving Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four four-Fiscal Quarter period for which the applicable Compliance Pricing Certificate has been delivered pursuant to subsection 6.1(iv); or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four four-Fiscal Quarter period for which the applicable Compliance Pricing Certificate has been delivered pursuant to subsection 6.1(iv): Greater than or equal to: 2:00:1.00 4.00 to 4.00:1.00 2.75 % 3.00 1.75 % Greater Less than or equal to but less than: 1.75:1.00 2.00:1.00 3.50 % 4.00:1.00 2.50 % Less than: 1.75:1.00 3.25 % 2.25 1.50 % provided that, for the first six months after the Closing Date, the applicable margin for Revolving Term Loans that are Eurodollar Rate Loans shall be 4.002.75% per annum and the applicable margin for Revolving Term Loans that are Base Rate Loans shall be 3.001.75% per annum. (ii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche B Term Revolving Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin equal set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four-Fiscal Quarter period for which the applicable Pricing Certificate has been delivered pursuant to 3.00% per annumsubsection 6.1(iv); or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four-Fiscal Quarter period for which the applicable Pricing Certificate has been delivered pursuant to subsection 6.1(iv): Greater than or equal to 4.004.50:1.00 2.75 % 1.75 % Greater than or equal to but less than 4.00:1.00 4.50:1.00 2.50 % 1.50 % Greater than or equal to but less than 3.50:1.00 4.00:1.00 2.25 % 1.25 % Greater than or equal to but less than 3.00:1.00 3.50:1.00 2.00 % 1.00 % Less than 3.00:1.00 1.75 % 0.75 % provided that, for the first six months after the Closing Date, the applicable margin for Revolving Loans that are Eurodollar Rate Loans shall be 2.75% per annum and the applicable margin for Revolving Loans that are Base Rate Loans shall be 1.75% per annum. (iii) Upon delivery of the Compliance Pricing Certificate by Company to Administrative Agent pursuant to subsection 6.1(iv), the Base Rate Margin and the Eurodollar Rate Margin for Revolving Loans and Term Loans shall automatically be adjusted in accordance with such Compliance Pricing Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Compliance Pricing Certificate (subject to the provisions of the foregoing clause clauses (i) and (ii)); provided that, if at any time a Compliance Pricing Certificate is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Compliance Pricing Certificate was required to be delivered until the Business Day next succeeding delivery of such Compliance Pricing Certificate, the applicable margins shall be the maximum percentage amount for the Revolving Loans relevant Loan set forth above. If, as a result of any restatement of or other adjustment to the financial statements of Company or for any other reason, Company or Administrative Agent or any Lender determines that (i) the Consolidated Leverage Ratio as calculated by Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Company shall immediately and retroactively be obligated to pay an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period. The Lenders’ acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. Company’s obligations under this paragraph will remain in effect so long as (a) any of the Commitments hereunder remain in effect, (b) any of the Loans or other Obligations (other than Unasserted Obligations) have not been paid in full or (c) any Letters of Credit have not been cancelled or expired. (iv) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Base Rate Margin for Revolving Loans minus a rate equal to the commitment fee percentage then in effect as determined pursuant to subsection 2.3A. (v) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, Incremental Term Loans and Incremental Revolving Loans shall bear interest through maturity at the rates specified in the applicable Incremental Assumption AgreementsLoans.

Rate of Interest. Subject to the provisions of subsections 2.2E, 2.6 and 2.7, each Tranche B Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Eurodollar Rate, as applicable. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Tranche B Term Loan or any Revolving Loan shall be selected by Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1B), and the basis for determining the interest rate with respect to any Tranche B Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D (subject to the last sentence of subsection 2.1B). If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (i) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Revolving Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus PLUS the Base Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four four-Fiscal Quarter period for which the applicable Compliance Pricing Certificate has been delivered pursuant to subsection 6.1(iv); or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus PLUS the Eurodollar Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four four-Fiscal Quarter period for which the applicable Compliance Pricing Certificate has been delivered pursuant to subsection 6.1(iv): Greater than or equal to: 2:00:1.00 4.00 % 3.00 % Greater than or equal to but less than: 1.75:1.00 2.00:1.00 3.50 % 2.50 % Less than: 1.75:1.00 3.25 % 2.25 % provided that, for the first six months after the Closing Date, the applicable margin for Revolving Loans that are Eurodollar Rate Loans shall be 4.00% per annum and for Revolving Loans that are Base Rate Loans shall be 3.00% per annum. (ii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche B Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin equal to 3.00% per annum; or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin equal to 4.00% per annum. (iii) Upon delivery of the Compliance Certificate by Company to Administrative Agent pursuant to subsection 6.1(iv), the Base Rate Margin and the Eurodollar Rate Margin shall automatically be adjusted in accordance with such Compliance Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Compliance Certificate (subject to the provisions of the foregoing clause (i)); provided that, if at any time a Compliance Certificate is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Compliance Certificate was required to be delivered until the Business Day next succeeding delivery of such Compliance Certificate, the applicable margins shall be the maximum percentage amount for the Revolving Loans set forth above. If, as a result of any restatement of or other adjustment to the financial statements of Company or for any other reason, Company or Administrative Agent or any Lender determines that (i) the Consolidated Leverage Ratio as calculated by Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Company shall immediately and retroactively be obligated to pay an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period. The Lenders’ acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. Company’s obligations under this paragraph will remain in effect so long as (a) any of the Commitments hereunder remain in effect, (b) any of the Loans or other Obligations (other than Unasserted Obligations) have not been paid in full or (c) any Letters of Credit have not been cancelled or expired. (iv) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Base Rate Margin for Revolving Loans minus a rate equal to the commitment fee percentage then in effect as determined pursuant to subsection 2.3A. (v) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, Incremental Term Loans and Incremental Revolving Loans shall bear interest through maturity at the rates specified in the applicable Incremental Assumption Agreements.):

Rate of Interest. Subject to the provisions of subsections 2.2E, 2.6 and 2.7, each Tranche B Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Adjusted Eurodollar Rate, as applicable. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base RateRate as described in subsection 2.2A(ii). The applicable basis for determining the rate of interest with respect to any Tranche B Term Loan or any Revolving Loan shall be selected by Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1B), and the basis for determining the interest rate with respect to any Tranche B Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D (subject 2.2D; provided that for the first 90 days following the Closing Date any Term Loan or Revolving Loan shall bear interest at a rate determined by reference to the last sentence Base Rate or Eurodollar Rate with an Interest Period of subsection 2.1B)one-month unless otherwise approved by Administrative Agent. If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (i) Subject to the provisions of subsections 2.2E, 2.2G 2.2E and 2.7, the Term Loans and the Revolving Loans shall bear interest through maturity as follows: (a) if If a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin margin (the "APPLICABLE BASE RATE MARGIN") set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four four-Fiscal Quarter period for which the applicable Compliance Margin Determination Certificate has been is being delivered pursuant to subsection 6.1(iv); or (b) if a Eurodollar Rate Loan, then at the sum of the Adjusted Eurodollar Rate plus the Eurodollar Rate Margin margin (the "APPLICABLE EURODOLLAR RATE MARGIN") set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four four-Fiscal Quarter period for which the applicable Compliance Margin Determination Certificate has been is being delivered pursuant to subsection 6.1(iv): Greater than or equal to: 2:00:1.00 4.00 % 3.00 % Applicable Eurodollar Rate Applicable Base Consolidated Leverage Ratio Margin Rate Margin --------------------------- --------------- --------------- Greater than or equal to but less than: 1.75:1.00 2.00:1.00 3.50 3.25% 2.50 2.25% Less than: 1.75:1.00 3.25 % 2.25 % provided that, for the first six months after the Closing Date, the applicable margin for Revolving Loans that are Eurodollar Rate Loans shall be 4.00% per annum and for Revolving Loans that are Base Rate Loans shall be 3.00% per annum. (ii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche B Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin 3.75:1:00 Greater than or equal to 3.00% per annum; or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin 2.00% 3.00:1.00 but less than 3.75:1.00 Greater than or equal to 4.002.75% per annum. (iii) 1.75% 2.50:1.00 but less than 3.00:1.00 Greater than or equal to 2.50% 1.50% 2.00:1.00 but less than 2.50:1.00 Less than 2.00:1.00 2.25% 1.25% Upon delivery of the Compliance a Margin Determination Certificate by Company to Administrative Agent pursuant to subsection 6.1(iv), the Applicable Base Rate Margin and the Applicable Eurodollar Rate Margin shall automatically be adjusted in accordance with such Compliance Margin Determination Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Compliance Certificate (subject to Margin Determination Certificate; provided that until the provisions delivery of the foregoing clause (i))first Margin Determination Certificate after the six month anniversary of the Closing Date, the Applicable Eurodollar Rate Margin shall be 3.00% per annum and the Applicable Base Rate Margin shall be 2.00% per annum; provided that, if further that at any time a Compliance Margin Determination Certificate is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Compliance Margin Determination Certificate was required to be delivered until the Business Day next succeeding delivery of such Compliance Margin Determination Certificate, the applicable margins Applicable Eurodollar Rate Margin shall be 3.25% per annum and the maximum percentage amount for Applicable Base Rate Margin shall be 2.25% per annum; provided further that if a Margin Determination Certificate erroneously indicates an applicable margin more favorable to Company than would be afforded by the Revolving Loans set forth above. If, as a result of any restatement of or other adjustment to the financial statements of Company or for any other reason, Company or Administrative Agent or any Lender determines that (i) the Consolidated Leverage Ratio as calculated by Company as of any applicable date was inaccurate and (ii) a proper actual calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such periodRatio, Company shall immediately promptly pay such additional interest and retroactively be obligated to pay an amount equal to the excess letter of the amount of interest that should have been paid credit fees as shall correct for such period over the amount of interest actually paid for such period. The Lenders’ acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. Company’s obligations under this paragraph will remain in effect so long as (a) any of the Commitments hereunder remain in effect, (b) any of the Loans or other Obligations (other than Unasserted Obligations) have not been paid in full or (c) any Letters of Credit have not been cancelled or expirederror. (ivii) Subject to the provisions of subsections 2.2E, 2.2G 2.2E and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Applicable Base Rate Margin for Revolving Loans minus a rate equal to less the commitment fee percentage then provided for in effect as determined pursuant to subsection 2.3A. (v) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, Incremental Term Loans and Incremental Revolving Loans shall bear interest through maturity at the rates specified in the applicable Incremental Assumption Agreements.

Rate of Interest. Subject to the provisions of subsections 2.2E, 2.6 and 2.7, each Tranche B Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Eurodollar Rate, as applicableAdjusted LIBOR. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Tranche B Term Loan or any Revolving Loan shall be selected by Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1B), and the basis for determining the interest rate with respect to any Tranche B Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D (subject to the last sentence of subsection 2.1B). If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (i) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Term Loans and the Revolving Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Pricing Certificate has been delivered pursuant to subsection 6.1(iv); or (b) if a Eurodollar Rate LIBOR Loan, then at the sum of the Eurodollar Rate LIBOR plus the Eurodollar Rate LIBOR Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Pricing Certificate has been delivered pursuant to subsection 6.1(iv): Greater than or equal to: 2:00:1.00 4.00 % 3.00 % Greater than or Or equal to but less than: 1.75:1.00 2.00:1.00 3.50 3.00:1.00 2.25 % 2.50 1.25 % Less than: 1.75:1.00 3.25 than 3.00:1.00 2.00 % 2.25 1.00 % provided that, for the first six months after the Closing Restatement Date, the applicable margin for Revolving Loans that are Eurodollar Rate LIBOR Loans shall be 4.002.25% per annum and for Revolving Loans that are Base Rate Loans shall be 3.001.25% per annum; provided, further, that for any date after the IPO and at least six months after the Restatement Date the applicable LIBOR Margin or Base Rate Margin, as the case may be, shall be reduced by 0.25%. (ii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche B Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin equal to 3.00% per annum; or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin equal to 4.00% per annum. (iii) Upon delivery of the Compliance Pricing Certificate by Company to Administrative Agent pursuant to subsection 6.1(iv), the Base Rate Margin and the Eurodollar Rate LIBOR Margin shall automatically be adjusted in accordance with such Compliance Pricing Certificate, such adjustment to become effective on the next third succeeding Business Day following the receipt by Administrative Agent of such Compliance Pricing Certificate (subject to the provisions of the foregoing clause (i)); provided that, if at any time a Compliance Pricing Certificate is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Compliance Pricing Certificate was required to be delivered until the third Business Day next succeeding delivery of such Compliance Pricing Certificate, the applicable margins shall be the maximum percentage amount for the Revolving Loans relevant Loan set forth above. If, as a result of any restatement of or other adjustment to the financial statements of Company or for any other reason, Company or Administrative Agent or any Lender determines that (i) the Consolidated Leverage Ratio as calculated by Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Company shall immediately and retroactively be obligated to pay an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period. The Lenders’ acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. Company’s obligations under this paragraph will remain in effect so long as (a) any of the Commitments hereunder remain in effect, (b) any of the Loans or other Obligations (other than Unasserted Obligations) have not been paid in full or (c) any Letters of Credit have not been cancelled or expired. (iviii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Base Rate Margin for Revolving Loans minus a rate equal to the commitment fee percentage then in effect as determined pursuant to subsection 2.3A. (v) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, Incremental Term Loans and Incremental Revolving Loans shall bear interest through maturity at the rates specified in the applicable Incremental Assumption Agreements.

Rate of Interest. Subject to the provisions of subsections 2.2E, 2.6 and 2.7, each Tranche B Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Eurodollar Rate, as applicableLIBOR. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Tranche B Term Loan or any Revolving Loan shall be selected by Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1B), and the basis for determining the interest rate with respect to any Tranche B Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D (subject to the last sentence of subsection 2.1B). If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (i) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Term Loans and the Revolving Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Pricing Certificate has been delivered pursuant to subsection 6.1(iv); or (b) if a Eurodollar Rate LIBOR Loan, then at the sum of the Eurodollar Rate Adjusted LIBOR plus the Eurodollar Rate LIBOR Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Pricing Certificate has been delivered pursuant to subsection 6.1(iv): Greater than or equal to: 2:00:1.00 4.00 to 3.50:1.00 3.25 % 3.00 2.25 % Greater than or equal to 2.75:1:00 but less than: 1.75:1.00 2.00:1.00 3.50 than 3.50:1.00 3.00 % 2.50 2.00 % Less than: 1.75:1.00 3.25 than 2.75:1.00 2.75 % 2.25 1.75 % provided that, until the delivery of the Pricing Certificate for the first six months after the Closing DateFiscal Quarter of 2005, the applicable margin for Term Loans and Revolving Loans that are Eurodollar Rate LIBOR Loans shall be 4.003.25% per annum and for Term Loans and Revolving Loans that are Base Rate Loans shall be 3.002.25% per annum. (ii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche B Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin equal to 3.00% per annum; or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin equal to 4.00% per annum. (iii) . Upon delivery of the Compliance Pricing Certificate by Company to Administrative Agent pursuant to subsection 6.1(iv), the Base Rate Margin and the Eurodollar Rate LIBOR Margin shall automatically be adjusted in accordance with such Compliance Pricing Certificate, such adjustment to become effective on as of the next succeeding third Business Day after the 45th day following the receipt by Administrative Agent of such Compliance Certificate (subject to the provisions end of the foregoing clause (i))most recently completed Fiscal Quarter; provided that, if at any the time a Compliance Pricing Certificate is not delivered at by the time required pursuant to subsection 6.1(iv), from the time such Compliance Pricing Certificate was required to be delivered until the Business Day next succeeding delivery of such Compliance Pricing Certificate, the applicable margins shall be the maximum percentage amount for the Revolving Loans relevant Loan set forth above. If, as a result of any restatement of or other adjustment to the financial statements of Company or for any other reason, Company or Administrative Agent or any Lender determines that (i) the Consolidated Leverage Ratio as calculated by Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Company shall immediately and retroactively be obligated to pay an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period. The Lenders’ acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. Company’s obligations under this paragraph will remain in effect so long as (a) any of the Commitments hereunder remain in effect, (b) any of the Loans or other Obligations (other than Unasserted Obligations) have not been paid in full or (c) any Letters of Credit have not been cancelled or expired. (iv) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Base Rate Margin for Revolving Loans minus a rate equal to the commitment fee percentage then in effect as determined pursuant to subsection 2.3A. (v) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, Incremental Term Loans and Incremental Revolving Loans shall bear interest through maturity at the rates specified in the applicable Incremental Assumption Agreements.

Rate of Interest. Subject to the provisions of subsections 2.2E, 2.6 and 2.7, each Tranche B Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Eurodollar Rate, as applicable. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Tranche B Term Loan or any Revolving Loan shall be selected by Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1B), and the basis for determining the interest rate with respect to any Tranche B Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D (subject to the last sentence of subsection 2.1B). If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (i) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Term Loans and the Revolving Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Pricing Certificate has been delivered pursuant to subsection 6.1(iv); or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Pricing Certificate has been delivered pursuant to subsection 6.1(iv): Consolidated Eurodollar Rate Base Leverage Ratio Margin Rate Margin ------------------------------------------------------------------------------- Greater than or Or equal to: to 2:00:1.00 4.00 2.75% 3.00 1.50% ------------------------------------------------------------------------------- Greater than or equal to but 1.75:1.00 less than: than 2.00:1.00 2.50% 1.25% ------------------------------------------------------------------------------- Greater than or equal to but 1.50:1.00 less than 1.75:1.00 2.00:1.00 3.50 2.25% 2.50 1.00% ------------------------------------------------------------------------------- Less than: 1.75:1.00 3.25 than 1.50:1.00 2.00% 2.25 0.75% provided that, until the delivery of the Pricing Certificate for the first six months after the Closing DateFiscal Quarter ending June 30, 2003, the applicable margin for Term Loans and Revolving Loans that are Eurodollar Rate Loans shall be 4.002.50% per annum and for Term Loans and Revolving Loans that are Base Rate Loans shall be 3.001.25% per annum. (ii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche B Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin equal to 3.00% per annum; or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin equal to 4.00% per annum. (iii) Upon delivery of the Compliance Pricing Certificate by Company to Administrative Agent pursuant to subsection 6.1(iv), the Base Rate Margin and the Eurodollar Rate Margin shall automatically be adjusted in accordance with such Compliance Pricing Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Compliance Pricing Certificate (subject to the provisions of the foregoing clause clauses (i) and (ii)); provided that, if at any time a Compliance Pricing Certificate is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Compliance Pricing Certificate was required to be delivered until the Business Day next succeeding delivery of such Compliance Pricing Certificate, the applicable margins shall be the maximum percentage amount for the Revolving Loans relevant Loan set forth above. If, as a result of any restatement of or other adjustment to the financial statements of Company or for any other reason, Company or Administrative Agent or any Lender determines that (i) the Consolidated Leverage Ratio as calculated by Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Company shall immediately and retroactively be obligated to pay an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period. The Lenders’ acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. Company’s obligations under this paragraph will remain in effect so long as (a) any of the Commitments hereunder remain in effect, (b) any of the Loans or other Obligations (other than Unasserted Obligations) have not been paid in full or (c) any Letters of Credit have not been cancelled or expired. (iviii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Base Rate Margin for Revolving Loans minus a rate equal to the commitment fee percentage then in effect as determined pursuant to subsection 2.3A. (v) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, Incremental Term Loans and Incremental Revolving Loans shall bear interest through maturity at the rates specified in the applicable Incremental Assumption Agreements.

Rate of Interest. Subject to the provisions of subsections 2.2E, 2.6 and 2.7, each Tranche B Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date Ruths_Second Amended and Restated Credit Agreement (2) made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Eurodollar Rate, as applicable. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Tranche B Term Loan or any Revolving Loan shall be selected by Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1B), and the basis for determining the interest rate with respect to any Tranche B Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D (subject to the last sentence of subsection 2.1B). 2.2D. If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (i) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Revolving Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four consecutive Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv); or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four consecutive Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv): Greater Consolidated Leverage Ratio Eurodollar Rate Margin Base Rate Margin Less than or equal to: 2:00:1.00 4.00 0.75:1.00 2.00 % 3.00 1.00 % Greater than or equal to but less than: 1.75:1.00 2.00:1.00 3.50 than 0.75:1.00 1.50:1.00 2.25 % 1.25 % Greater than or equal to but less than 1.50:1.00 2.25:1.00 2.50 % Less than: 1.75:1.00 3.25 1.50 % 2.25 Greater than or equal to 2.25:1.00 2.75 % 1.75 % provided that, until the delivery of the Compliance Certificate for the first six months Fiscal Quarter ending after the Closing Date, (A) the applicable margin for Revolving Loans that are Eurodollar Rate Loans shall be 4.002.00% per annum and (B) the applicable margin for Revolving Loans that are Base Rate Loans shall be 3.00% per annum.1.00%. Ruths_Second Amended and Restated Credit Agreement (2) (ii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche B Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin equal to 3.00% per annum; or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin equal to 4.00% per annum. (iii) Upon delivery of the Compliance Certificate by Company to Administrative Agent pursuant to subsection 6.1(iv), the Base Rate Margin and the Eurodollar Rate Margin shall automatically be adjusted in accordance with such Compliance Certificateadjusted, such adjustment to become effective on the next third succeeding Business Day following the receipt by Administrative Agent of such Compliance Certificate (subject to the provisions of the foregoing clause (i)); provided that, if at any time a Compliance Certificate is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Compliance Certificate was required to be delivered until the third Business Day next succeeding delivery of such Compliance Certificate, the applicable margins shall be the maximum percentage amount for the Revolving Loans relevant Loan set forth above. If, as a result of any restatement of or other adjustment to the financial statements of Company or for any other reason, Company or Administrative Agent or any Lender determines that (i) the Consolidated Leverage Ratio as calculated by Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Company shall immediately and retroactively be obligated to pay an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period. The Lenders’ acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. Company’s obligations under this paragraph will remain in effect so long as (a) any of the Commitments hereunder remain in effect, (b) any of the Loans or other Obligations (other than Unasserted Obligations) have not been paid in full or (c) any Letters of Credit have not been cancelled or expired. (iviii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Base Rate Margin for Revolving Loans minus a rate equal to the commitment fee percentage then in effect as determined pursuant to subsection 2.3A. (v) Subject 2.3A. Notwithstanding the foregoing, in the event that any financial statement or Compliance Certificate delivered pursuant to subsection 6.1 is shown to be inaccurate and such inaccuracy, if corrected, would have led to the provisions application of subsections 2.2Ea higher or lower Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, 2.2G and 2.7then (a) Company will immediately deliver to Administrative Agent a corrected Compliance Certificate for such Applicable Period, Incremental Term Loans and Incremental Revolving Loans shall bear interest through maturity at (b) the rates specified Applicable Margin for such Applicable Period will be determined as if the Consolidated Leverage Ratio in the corrected Compliance Certificate were applicable Incremental Assumption Agreementsfor such Applicable Period, and (c) (i) Company will immediately and retroactively be obligated to pay to Administrative Agent the accrued additional interest owing as a result of such increased Applicable Margin for such Applicable Period, which payment will be promptly applied by Administrative Agent in accordance with subsection 2.4B, or (ii) the Lenders will immediately and retroactively be obligated to credit Company’s account or reduce the amount due on the next Interest Payment Date by the amount of Company’s overpayment as a result of such decreased Applicable Margin for such Applicable Period. Company’s and the Lenders’ obligations under this paragraph will survive the termination of the Commitments and the repayment of all other Obligations hereunder for a period of 180 days following such termination and repayment.

Rate of Interest. Subject to the provisions of subsections 2.2E, 2.6 and 2.7, each Tranche B Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Adjusted Eurodollar Rate, as applicablethe case may be. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Tranche B Term Loan or any Revolving Loan shall be selected by Company initially at the time a Notice of Borrowing (or telephonic notice as provided in Section 2.1B) is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1B), and the basis for determining the interest rate with respect to any Tranche B Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D (subject to the last sentence of subsection 2.1B). 2.2D. If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (i) Subject to the provisions of subsections 2.2E, 2.2G 2.2E and 2.7, the Tranche A Term Loans and the Revolving Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Tranche A Base Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv)Margin; or (b) if a Eurodollar Rate Loan, then at the sum of the Adjusted Eurodollar Rate plus the Applicable Tranche A Eurodollar Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv): Greater than or equal to: 2:00:1.00 4.00 % 3.00 % Greater than or equal to but less than: 1.75:1.00 2.00:1.00 3.50 % 2.50 % Less than: 1.75:1.00 3.25 % 2.25 % provided that, for the first six months after the Closing Date, the applicable margin for Revolving Loans that are Eurodollar Rate Loans shall be 4.00% per annum and for Revolving Loans that are Base Rate Loans shall be 3.00% per annumMargin. (ii) Subject to the provisions of subsections 2.2E, 2.2G 2.2E and 2.7, the Tranche B Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Tranche B Base Rate Margin equal to 3.00% per annumMargin; or (b) if a Eurodollar Rate Loan, then at the sum of the Adjusted Eurodollar Rate plus the Applicable Tranche B Eurodollar Rate Margin equal to 4.00% per annumMargin. (iii) Upon delivery of the Compliance Certificate by Company to Administrative Agent pursuant to subsection 6.1(iv), the Base Rate Margin and the Eurodollar Rate Margin shall automatically be adjusted in accordance with such Compliance Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Compliance Certificate (subject to the provisions of the foregoing clause (i)); provided that, if at any time a Compliance Certificate is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Compliance Certificate was required to be delivered until the Business Day next succeeding delivery of such Compliance Certificate, the applicable margins shall be the maximum percentage amount for the Revolving Loans set forth above. If, as a result of any restatement of or other adjustment to the financial statements of Company or for any other reason, Company or Administrative Agent or any Lender determines that (i) the Consolidated Leverage Ratio as calculated by Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Company shall immediately and retroactively be obligated to pay an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period. The Lenders’ acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. Company’s obligations under this paragraph will remain in effect so long as (a) any of the Commitments hereunder remain in effect, (b) any of the Loans or other Obligations (other than Unasserted Obligations) have not been paid in full or (c) any Letters of Credit have not been cancelled or expired. (iv) Subject to the provisions of subsections 2.2E, 2.2G 2.2E and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Applicable Tranche A Base Rate Margin for Revolving Loans minus a rate equal to the commitment fee percentage then in effect as determined pursuant to subsection 2.3A. (v) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, Incremental Term Loans and Incremental Revolving Loans shall bear interest through maturity at the rates specified in the applicable Incremental Assumption AgreementsApplicable Commitment Fee Percentage.

Rate of Interest. Subject to the provisions of subsections 2.2E, 2.6 and 2.7, each Tranche B Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Eurodollar Rate, as applicable. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Tranche B Term Loan or any Revolving Loan shall be selected by Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1B), and the basis for determining the interest rate with respect to any Tranche B Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D (subject to the last sentence of subsection 2.1B). 2.2D. If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (i) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Revolving Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Interest Coverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv); or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Interest Coverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv): Consolidated Interest Coverage Eurodollar Rate Base Ratio Margin Rate Margin ----------------- --------------- ----------- Greater than or equal to: 2:00:1.00 4.00 2.00:1.00 3.75% 3.00 2.75% Greater than or Or equal to but less than: 1.75:1.00 Less than 2.00:1.00 3.50 4.25% 2.50 % Less than: 1.75:1.00 3.25 % 2.25 3.25% provided that, until the delivery of the Compliance Certificate for the first Fiscal Quarter ending six months after the Closing Date, the applicable margin for Revolving Loans that are Eurodollar Rate Loans shall be 4.00% per annum and for Revolving Loans that are Base Rate Loans shall be 3.00% per annum. (ii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche B Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin equal to 3.00% per annum; or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin equal to 4.00% per annum. (iii) Upon delivery of the Compliance Certificate by Company to Administrative Agent pursuant to subsection 6.1(iv), the Base Rate Margin and the Eurodollar Rate Margin shall automatically be adjusted in accordance with such Compliance Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Compliance Certificate (subject to the provisions of the foregoing clause (i)); provided that, if at any time a Compliance Certificate is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Compliance Certificate was required to be delivered until the Business Day next succeeding delivery of such Compliance Certificate, the applicable margins shall be the maximum percentage amount for the Revolving Loans set forth above. If, as a result of any restatement of or other adjustment to the financial statements of Company or for any other reason, Company or Administrative Agent or any Lender determines that (i) the Consolidated Leverage Ratio as calculated by Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Company shall immediately and retroactively be obligated to pay an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period. The Lenders’ acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. Company’s obligations under this paragraph will remain in effect so long as (a) any of the Commitments hereunder remain in effect, (b) any of the Loans or other Obligations (other than Unasserted Obligations) have not been paid in full or (c) any Letters of Credit have not been cancelled or expired. (iv) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Base Rate Margin for Revolving Loans minus a rate equal to the commitment fee percentage then in effect as determined pursuant to subsection 2.3A. (v) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, Incremental Term Loans and Incremental Revolving Loans shall bear interest through maturity at the rates specified in the applicable Incremental Assumption Agreements.

Rate of Interest. Subject to the provisions of subsections 2.2E, 2.6 2.7 and 2.72.8, each Tranche B Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Eurodollar Rate, as applicableAdjusted LIBOR. Subject to the provisions of subsection 2.72.8, each Swing Line Loan and each Bridge Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Tranche B Term Loan or any Revolving Loan shall be selected by Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1B), and the basis for determining the interest rate with respect to any Tranche B Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D (subject to the last sentence of subsection 2.1B). If on any day a Tranche B Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (i) Subject to the provisions of subsections 2.2E, 2.2G and 2.72.8, the Tranche B Term Loans and the Revolving Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus 1.50% per annum (the “Base Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(ivMargin”); or (b) if a Eurodollar Rate LIBOR Loan, then at the sum of the Eurodollar Rate Adjusted LIBOR plus the Eurodollar Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv): Greater than or equal to: 2:00:1.00 4.00 % 3.00 % Greater than or equal to but less than: 1.75:1.00 2.00:1.00 3.50 % 2.50 % Less than: 1.75:1.00 3.25 % 2.25 % provided that, for the first six months after the Closing Date, the applicable margin for Revolving Loans that are Eurodollar Rate Loans shall be 4.002.50% per annum and for Revolving Loans that are Base Rate Loans shall be 3.00% per annum(the “LIBOR Margin”). (ii) Subject to the provisions of subsections 2.2E, 2.2G and 2.72.8, the Tranche B Term Bridge Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin equal to 3.00% per annum; or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin equal to 4.002.50% per annum. (iii) Upon delivery of the Compliance Certificate by Company to Administrative Agent pursuant to subsection 6.1(iv), the Base Rate Margin and the Eurodollar Rate Margin shall automatically be adjusted in accordance with such Compliance Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Compliance Certificate (subject to the provisions of the foregoing clause (i)); provided that, if at any time a Compliance Certificate is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Compliance Certificate was required to be delivered until the Business Day next succeeding delivery of such Compliance Certificate, the applicable margins shall be the maximum percentage amount for the Revolving Loans set forth above. If, as a result of any restatement of or other adjustment to the financial statements of Company or for any other reason, Company or Administrative Agent or any Lender determines that (i) the Consolidated Leverage Ratio as calculated by Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Company shall immediately and retroactively be obligated to pay an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period. The Lenders’ acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. Company’s obligations under this paragraph will remain in effect so long as (a) any of the Commitments hereunder remain in effect, (b) any of the Loans or other Obligations (other than Unasserted Obligations) have not been paid in full or (c) any Letters of Credit have not been cancelled or expired. (iv) Subject to the provisions of subsections 2.2E, 2.2G and 2.72.8, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Base Rate Margin for Revolving Loans minus a rate equal to the commitment fee percentage then in effect as determined pursuant to subsection 2.3A. (v) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, Incremental Term Loans and Incremental Revolving Loans shall bear interest through maturity at the rates specified in the applicable Incremental Assumption Agreements.

Rate of Interest. Subject to the provisions of subsections 2.2E, 2.6 and 2.7, each Tranche B Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Adjusted Eurodollar Rate, as applicable. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Tranche B Term Loan or any Revolving Loan shall be selected by Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1B), and the basis for determining the interest rate with respect to any Tranche B Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D (subject to the last sentence of subsection 2.1B). 2.2D. If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (ia) Subject to the provisions of subsections 2.2E, 2.2G 2.2E and 2.7, the Tranche A Term Loans and the Revolving Loans shall bear interest through maturity as follows: (aI) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter four-fiscal quarter period for which the applicable Compliance Margin Determination Certificate has been delivered pursuant to subsection 6.1(iv); or (bII) if a Eurodollar Rate Loan, then at the sum of the Adjusted Eurodollar Rate plus the Eurodollar Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter four-fiscal quarter period for which the applicable Compliance Margin Determination Certificate has been delivered pursuant to subsection 6.1(iv): Applicable Eurodollar Rate Applicable Base Consolidated Leverage Ratio Margin Rate Margin --------------------------- -------- ------------ Greater than or equal to: 2:00:1.00 4.00 to 4.50:1.00 2.25% 3.00 1.25% Greater than or equal to 4.00:1.00 but less than: 1.75:1.00 2.00:1.00 3.50 than 4.50:1.00 2.00% 2.50 1.00% Greater than or equal to 3.50:1.00 but less than 4.00:1.00 1.75% 0.75% Less than: 1.75:1.00 3.25 than 3.50:1.00 1.50% 2.25 0.50% provided that, for the first six months after the Closing Date, the applicable margin for Tranche A Term Loans and Revolving Loans that are Eurodollar Rate Loans shall be 4.002.25% per annum and for Tranche A Term Loans and Revolving Loans that are Base Rate Loans shall be 3.001.25% per annum. (iib) Subject to the provisions of subsections 2.2E, 2.2G 2.2E and 2.7, the Tranche B Term Loans shall bear interest through maturity as follows: (aI) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin equal set forth in the table below opposite the Consolidated Leverage Ratio for the four-fiscal quarter period for which the applicable Margin Determination Certificate has been delivered pursuant to 3.00% per annumsubsection 6.1(iv); or (bII) if a Eurodollar Rate Loan, then at the sum of the Adjusted Eurodollar Rate plus the Eurodollar Rate Margin equal to 4.00% per annum. (iii) Upon delivery of set forth in the Compliance table below opposite the Consolidated Leverage Ratio for the four-fiscal quarter period for which the applicable Margin Determination Certificate by Company to Administrative Agent has been delivered pursuant to subsection 6.1(iv), the Base Rate Margin and the Eurodollar Rate Margin shall automatically be adjusted in accordance with such Compliance Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Compliance Certificate (subject to the provisions of the foregoing clause (i)); provided that, if at any time a Compliance Certificate is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Compliance Certificate was required to be delivered until the Business Day next succeeding delivery of such Compliance Certificate, the applicable margins shall be the maximum percentage amount for the Revolving Loans set forth above. If, as a result of any restatement of or other adjustment to the financial statements of Company or for any other reason, Company or Administrative Agent or any Lender determines that (i) the Consolidated Leverage Ratio as calculated by Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Company shall immediately and retroactively be obligated to pay an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period. The Lenders’ acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. Company’s obligations under this paragraph will remain in effect so long as (a) any of the Commitments hereunder remain in effect, (b) any of the Loans or other Obligations (other than Unasserted Obligations) have not been paid in full or (c) any Letters of Credit have not been cancelled or expired. (iv) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Base Rate Margin for Revolving Loans minus a rate equal to the commitment fee percentage then in effect as determined pursuant to subsection 2.3A. (v) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, Incremental Term Loans and Incremental Revolving Loans shall bear interest through maturity at the rates specified in the applicable Incremental Assumption Agreements.):

Rate of Interest. Subject to the provisions of subsections 2.2E, 2.6 and 2.7, each Tranche B Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Eurodollar Rate, as applicableLIBOR. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Tranche B Term Loan or any Revolving Loan shall be selected by Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1B), and the basis for determining the interest rate with respect to any Tranche B Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D (subject to the last sentence of subsection 2.1B). If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (i) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Term Loans and the Revolving Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Pricing Certificate has been delivered pursuant to subsection 6.1(iv); or (b) if a Eurodollar Rate LIBOR Loan, then at the sum of the Eurodollar Rate Adjusted LIBOR plus the Eurodollar Rate LIBOR Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Pricing Certificate has been delivered pursuant to subsection 6.1(iv): Greater than or equal to: 2:00:1.00 4.00 to 3.50:1.00 2.75 % 3.00 1.75 % Greater Less than 3.50:1.00 but greater or equal to but less than: 1.75:1.00 2.00:1.00 3.50 % 2.50:1.00 2.50 % 1.50 % Less than: 1.75:1.00 3.25 % than 2.50:1.00 2.25 % 1.25 % ; provided that, until the delivery of the Pricing Certificate for the first six months after the Closing Datefourth Fiscal Quarter of 2006, the applicable margin for Term Loans and Revolving Loans that are Eurodollar Rate LIBOR Loans shall be 4.002.50% per annum and for Term Loans and Revolving Loans that are Base Rate Loans shall be 3.001.50% per annum. (ii) Subject annum and provided, further, that until such time as the Company has once delivered evidence to the provisions of subsections 2.2E, 2.2G and 2.7Administrative Agent that its (or Holdings’) corporate credit is rated no less than B1 by Xxxxx’x, the Tranche B Term Loans shall bear Company will not be eligible for the lowest interest through maturity as follows: (a) if a Base Rate Loan, then at rate percentage specified in the sum of the Base Rate plus the Base Rate Margin equal to 3.00% per annum; or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin equal to 4.00% per annum. (iii) above table. Upon delivery of the Compliance Pricing Certificate by Company to Administrative Agent pursuant to subsection 6.1(iv), the Base Rate Margin and the Eurodollar Rate LIBOR Margin shall automatically be adjusted in accordance with such Compliance Pricing Certificate, such adjustment to become effective on as of the next succeeding third Business Day after the 45th day following the receipt by Administrative Agent of such Compliance Certificate (subject to the provisions end of the foregoing clause (i))most recently completed Fiscal Quarter; provided that, if at any the time a Compliance Pricing Certificate is not delivered at by the time required pursuant to subsection 6.1(iv), from the time such Compliance Pricing Certificate was required to be delivered until the Business Day next succeeding delivery of such Compliance Pricing Certificate, the applicable margins shall be the maximum percentage amount for the Revolving Loans relevant Loan set forth above. If, as a result of any restatement of or other adjustment to the financial statements of Company or for any other reason, Company or Administrative Agent or any Lender determines that (i) the Consolidated Leverage Ratio as calculated by Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Company shall immediately and retroactively be obligated to pay an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period. The Lenders’ acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. Company’s obligations under this paragraph will remain in effect so long as (a) any of the Commitments hereunder remain in effect, (b) any of the Loans or other Obligations (other than Unasserted Obligations) have not been paid in full or (c) any Letters of Credit have not been cancelled or expired. (iv) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Base Rate Margin for Revolving Loans minus a rate equal to the commitment fee percentage then in effect as determined pursuant to subsection 2.3A. (v) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, Incremental Term Loans and Incremental Revolving Loans shall bear interest through maturity at the rates specified in the applicable Incremental Assumption Agreements.

Rate of Interest. Subject to the provisions of subsections 2.2E, 2.6 and 2.7, each Tranche B Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Eurodollar LIBOR Rate, as applicable. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Tranche B Term Loan or any Revolving Loan shall be selected by Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1B), and the basis for determining the interest rate with respect to any Tranche B Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D (subject to the last sentence of subsection 2.1B). If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (i) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Revolving Loans (excluding Other Revolving Loans and Incremental Loans) shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the applicable Consolidated Net Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Pricing Certificate has been delivered pursuant to subsection 6.1(iv6.1(v); or (b) if a Eurodollar LIBOR Rate Loan, then at the sum of the Eurodollar LIBOR Rate plus the Eurodollar LIBOR Rate Margin set forth in the table below opposite the applicable Consolidated Net Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Pricing Certificate has been delivered pursuant to subsection 6.1(iv6.1(v): Greater than 3.00:1.00 3.50 % 2.50 % Greater than but less than or equal to 2.00:1.00 3.00:1.00 3.00 % 2.00 % Greater than but less than or equal to 1.50:1.00 2.00:1.00 2.50 % 1.50 % Less than or equal to: 2:00:1.00 4.00 1.50:1.00 2.00 % 3.00 % Greater than or equal to but less than: 1.75:1.00 2.00:1.00 3.50 % 2.50 % Less than: 1.75:1.00 3.25 % 2.25 1.00 % provided that, for the first six months full Fiscal Quarter after the Closing Date, the applicable margin for Revolving Loans that are Eurodollar LIBOR Rate Loans shall be 4.003.50% per annum and for Revolving Loans that are Base Rate Loans shall be 3.002.50% per annum. Notwithstanding the foregoing, in the event that any financial statement or Pricing Certificate delivered pursuant to subsection 6.1(iv) is shown to be inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher Base Rate Margin or LIBOR Margin, as applicable, for any period (an “Applicable Period”) than the Base Rate Margin or LIBOR Margin, as applicable, applied for such Applicable Period, then (A) Company shall immediately deliver to Administrative Agent a corrected Pricing Certificate for such Applicable Period, (B) the Base Rate Margin or LIBOR Margin, as applicable, for such Applicable Period shall be determined as if the Consolidated Net Leverage Ratio in the corrected Pricing Certificate were applicable for such Applicable Period, and (C) Company shall immediately and retroactively be obligated to pay to Administrative Agent the accrued additional interest owing as a result of such increased Base Rate Margin or LIBOR Margin, as applicable, for such Applicable Period, which payment shall be promptly applied by Administrative Agent in accordance with subsection 2.4C. Nothing in this paragraph shall limit the rights of Administrative Agent and Lenders with respect to subsection 2.2E and subsection 8.1 nor any of their other rights under this Agreement. Company’s obligations under this paragraph shall survive the termination of the Commitments and the repayment of all other Obligations hereunder. (ii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche B Term Loans (excluding Other Term Loans and Incremental Loans) shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin equal to 3.002.50% per annum; or (b) if a Eurodollar LIBOR Rate Loan, then at the sum of the Eurodollar LIBOR Rate plus the Eurodollar Rate Margin equal to 4.003.50% per annum. (iii) Upon delivery of the Compliance Pricing Certificate by Company to Administrative Agent pursuant to subsection 6.1(iv), the Base Rate Margin and the Eurodollar LIBOR Rate Margin for Revolving Loans shall automatically be adjusted in accordance with such Compliance Certificateadjusted, such adjustment to become effective on the next third succeeding Business Day following the receipt by Administrative Agent of such Compliance Pricing Certificate (subject to the provisions of the foregoing clause clauses (i) and (ii)); provided that, if at any time a Compliance Pricing Certificate is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Compliance Pricing Certificate was required to be delivered until the third Business Day next succeeding delivery of such Compliance Pricing Certificate, the applicable margins shall be the maximum percentage amount for the Revolving Loans relevant Loan set forth above. If, as a result of any restatement of or other adjustment to the financial statements of Company or for any other reason, Company or Administrative Agent or any Lender determines that (i) the Consolidated Leverage Ratio as calculated by Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Company shall immediately and retroactively be obligated to pay an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period. The Lenders’ acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. Company’s obligations under this paragraph will remain in effect so long as (a) any of the Commitments hereunder remain in effect, (b) any of the Loans or other Obligations (other than Unasserted Obligations) have not been paid in full or (c) any Letters of Credit have not been cancelled or expired. (iv) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Base Rate Margin for Revolving Loans minus a rate equal to the commitment fee percentage then in effect as determined pursuant to subsection 2.3A. (v) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, Any Incremental Term Loans and Incremental Revolving Loans shall bear interest through maturity at the rates specified as set forth in the applicable Incremental Assumption AgreementsLender Joinder Agreement and any Other Loans shall bear interest as set forth in the applicable Refinancing Amendment relating to such Loans.

Rate of Interest. Subject to the provisions of subsections 2.2E, 2.6 and 2.7, each Tranche B Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Eurodollar Rate, as applicable. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Tranche B Term Loan or any Revolving Loan shall be selected by Company Borrower initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1B), and the basis for determining the interest rate with respect to any Tranche B Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D (subject to the last sentence of subsection 2.1B). 2.2D. If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (i) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Revolving Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Total Funded Debt to EBITDAP Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv6.1(viii); or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Total Funded Debt to EBITDAP Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv6.1(viii): Consolidated Total Funded Debt to EBITDAP Ratio Eurodollar Rate Margin Base Rate Margin Commitment Fee Greater than or equal to: 2:00:1.00 4.00 3.00:1.00 2.00 % 3.00 1.00 % 0.30 % Greater than or equal to to: but less than: 1.75:1.00 2.00:1.00 3.50 3.00:1.00 1.50 % 2.50 0.50 % 0.25 % Less than: 1.75:1.00 3.25 2.00:1.00 1.00 % 2.25 0.00 % 0.20 % provided that, for the first six months after the Closing Date, the applicable margin for Revolving Loans that are Eurodollar Rate Loans Margin shall be 4.001.50% per annum and for Revolving Loans that are annum, the Base Rate Loans Margin shall be 3.000.50% per annum. (ii) Subject to the provisions of subsections 2.2EThereafter, 2.2G and 2.7, the Tranche B Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin equal to 3.00% per annum; or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin equal to 4.00% per annum. (iii) Upon upon delivery of the Compliance Certificate by Company Borrower to Administrative Agent pursuant to subsection 6.1(iv6.1(viii), the Base Rate Margin and the Eurodollar Rate Margin shall automatically be adjusted in accordance with such Compliance Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Compliance Certificate (subject to the provisions of the foregoing clause (i)); provided that, if at any time a Compliance Certificate is not delivered at the time required pursuant to subsection 6.1(iv6.1(viii), from the time such Compliance Certificate was required to be delivered until the Business Day next succeeding delivery of such Compliance Certificate, the applicable margins shall be the maximum percentage amount for the Revolving Loans relevant Loan set forth above. If, as a result of any restatement of or other adjustment to the financial statements of Company the Borrower or for any other reason, Company the Borrower or Administrative Agent or any Lender determines the Lenders determine that (i) the Consolidated Leverage Total Funded Debt to EBITDAP Ratio as calculated by Company the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio such ratio would have resulted in higher pricing for such period, Company Borrower shall immediately and retroactively be obligated to pay to Administrative Agent for the account of the applicable Lenders, promptly on demand by Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code, automatically and without further action by Administrative Agent, any Lender or Issuing Lender), an amount equal to the excess of the amount of interest interest, letter of credit fees, commitment fees and other fees that should have been paid for such period over the amount of interest and such fees actually paid for such period. This paragraph shall not limit the rights of Administrative Agent, any Lender or any Issuing Lender, as the case may be, under any other provision of this Section 2 or under Section 8. The Lenders’ acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. CompanyBorrower’s obligations under this paragraph will remain in effect so long as (a) any shall survive the termination of the Commitments hereunder remain in effect, (b) any and the repayment of the Loans or all other Obligations (other than Unasserted Obligations) have not been paid in full or (c) any Letters of Credit have not been cancelled or expiredhereunder. (iviii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Base Rate Margin for Revolving Loans minus a Loans, or at such other rate equal to the commitment fee percentage then offered by Swing Line Lender in effect as determined pursuant to subsection 2.3A. (v) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, Incremental Term Loans and Incremental Revolving Loans shall bear interest through maturity at the rates specified in the applicable Incremental Assumption Agreementsits discretion.

Rate of Interest. Subject to the provisions of subsections 2.2E, 2.6 and 2.7, each Tranche B Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Eurodollar Rate, as applicable. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base RateRate or as otherwise set forth in clause (ii) below. The applicable basis for determining the rate of interest with respect to any Tranche B Term Loan or any Revolving Loan shall be selected by Company initially at the time a Notice of Revolving Borrowing is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1B), and the basis for determining the interest rate with respect to any Tranche B Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D (subject to the last sentence of subsection 2.1B). 2.2D. If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (i) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Revolving Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv)Rate; or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv): Greater than or equal to: 2:00:1.00 4.00 % 3.00 % Greater than or equal to but less than: 1.75:1.00 2.00:1.00 3.50 % 2.50 % Less than: 1.75:1.00 3.25 % 2.25 % provided that, for the first six months after the Closing Date, the applicable margin for Revolving Loans that are Eurodollar Rate Loans shall be 4.00% per annum and for Revolving Loans that are Base Rate Loans shall be 3.00% per annumMargin. (ii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche B Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin equal to 3.00% per annum; or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin equal to 4.00% per annum. (iii) Upon delivery of the Compliance Certificate by Company to Administrative Agent pursuant to subsection 6.1(iv), the Base Rate Margin and the Eurodollar Rate Margin shall automatically be adjusted in accordance with such Compliance Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Compliance Certificate (subject to the provisions of the foregoing clause (i)); provided that, if at any time a Compliance Certificate is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Compliance Certificate was required to be delivered until the Business Day next succeeding delivery of such Compliance Certificate, the applicable margins shall be the maximum percentage amount for the Revolving Loans set forth above. If, as a result of any restatement of or other adjustment to the financial statements of Company or for any other reason, Company or Administrative Agent or any Lender determines that (i) the Consolidated Leverage Ratio as calculated by Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Company shall immediately and retroactively be obligated to pay an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period. The Lenders’ acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. Company’s obligations under this paragraph will remain in effect so long as (a) any of the Commitments hereunder remain in effect, (b) any of the Loans or other Obligations (other than Unasserted Obligations) have not been paid in full or (c) any Letters of Credit have not been cancelled or expired. (iv) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus (or such other interest rate agreed to between the applicable Base Rate Margin for Revolving Loans minus a rate equal Swing Line Lender and Company with respect to the commitment fee percentage then in effect as determined pursuant to subsection 2.3A. (v) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, Incremental Term Loans and Incremental Revolving Loans shall bear interest through maturity at the rates specified in the applicable Incremental Assumption Agreementsany Swing Line Loans).

Rate of Interest. Subject to the provisions of subsections 2.2E, 2.6 and 2.7, each Tranche B Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Eurodollar Rate, as applicable. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Tranche B Term Loan or any Revolving Loan shall be selected by Company the Borrower initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1B), and the basis for determining the interest rate with respect to any Tranche B Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D (subject to the last sentence of subsection 2.1B). 2.2D. If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (i) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Revolving Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv)Margin; or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv): Greater than or equal to: 2:00:1.00 4.00 % 3.00 % Greater than or equal to but less than: 1.75:1.00 2.00:1.00 3.50 % 2.50 % Less than: 1.75:1.00 3.25 % 2.25 % provided that, for the first six months after the Closing Date, the applicable margin for Revolving Loans that are Eurodollar Rate Loans shall be 4.00% per annum and for Revolving Loans that are Base Rate Loans shall be 3.00% per annumMargin. (ii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche B Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin equal to 3.00% per annum; or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin equal to 4.00% per annum. (iii) Upon delivery of the Compliance Certificate by Company to Administrative Agent pursuant to subsection 6.1(iv), the Base Rate Margin and the Eurodollar Rate Margin shall automatically be adjusted in accordance with such Compliance Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Compliance Certificate (subject to the provisions of the foregoing clause (i)); provided that, if at any time a Compliance Certificate is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Compliance Certificate was required to be delivered until the Business Day next succeeding delivery of such Compliance Certificate, the applicable margins shall be the maximum percentage amount for the Revolving Loans set forth above. If, as a result of any restatement of or other adjustment to the financial statements of Company or for any other reason, Company or Administrative Agent or any Lender determines that (i) the Consolidated Leverage Ratio as calculated by Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Company shall immediately and retroactively be obligated to pay an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period. The Lenders’ acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. Company’s obligations under this paragraph will remain in effect so long as (a) any of the Commitments hereunder remain in effect, (b) any of the Loans or other Obligations (other than Unasserted Obligations) have not been paid in full or (c) any Letters of Credit have not been cancelled or expired. (iv) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Base Rate Margin for Revolving Loans minus a rate equal to the commitment fee percentage then in effect as determined pursuant to subsection 2.3A. (v) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, Incremental Term Loans and Incremental Revolving Loans shall bear interest through maturity at the rates specified in the applicable Incremental Assumption AgreementsMargin.

Rate of Interest. Subject to the provisions of subsections 2.2E, 2.6 and 2.7, each Tranche B A Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Eurodollar Eurocurrency Rate, as applicable. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Tranche B A Term Loan or any Revolving Loan shall be selected by Company the applicable Borrower initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1B), and the basis for determining the interest rate with respect to any Tranche B A Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D (subject to the last sentence of subsection 2.1B). If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (i) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche A Loans and the Revolving Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv); or (b) if a Eurodollar Eurocurrency Rate Loan, then at the sum of the Eurodollar Eurocurrency Rate plus the Eurodollar Eurocurrency Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv): ) plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a lending office in the United Kingdom or a Participating Member State) the Mandatory Cost: Greater than or equal to: to 2:00:1.00 4.00 2.75 % 3.00 1.75 % Greater than or equal to 1.75:1.00 but less than: 1.75:1.00 than 2.00:1.00 3.50 2.25 % 2.50 1.25 % Less than: than 1.75:1.00 3.25 2.00 % 2.25 1.00 % provided that, that from the Closing Date to the date on which Administrative Agent receives a Compliance Certificate pursuant to subsection 6.1(iv) for the first six months after the Closing Datefiscal year ending December 31, 2010, the applicable margin for Revolving Loans that are Eurodollar Eurocurrency Rate Loans shall be 4.002.75% per annum and for Revolving Loans that are Base Rate Loans shall be 3.001.75% per annum. (ii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche B Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin equal to 3.00% per annum; or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin equal to 4.00% per annum[Intentionally omitted]. (iii) Upon delivery of the Compliance Certificate by Company to Administrative Agent pursuant to subsection 6.1(iv), the Base Rate Margin and the Eurodollar Eurocurrency Rate Margin shall automatically be adjusted in accordance with such Compliance Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Compliance Certificate (subject to the provisions of the foregoing clause (i)); provided that, if at any time a Compliance Certificate is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Compliance Certificate was required to be delivered until the Business Day next succeeding delivery of such Compliance Certificate, the applicable margins shall be the maximum percentage amount for the Revolving Loans set forth above. If, as a result of any restatement of or other adjustment to the financial statements of Company or for any other reason, Company or Administrative Agent or any Lender determines that (i) the Consolidated Leverage Ratio as calculated by Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Company the applicable Borrower shall immediately and retroactively be obligated to pay to Administrative Agent for the account of the applicable Lenders or Issuing Lender, as the case may be, promptly on demand by Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the applicable Borrower under the Bankruptcy Code, automatically and without further action by Administrative Agent, any Lender or Issuing Lender), 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. The This paragraph shall not limit the rights of Administrative Agent, any Lender or Issuing Lender, as the case may be, under subsection 2.2E, 3.2, 3.3B or Section 8 and the Lenders’ acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. Company’s obligations under this paragraph will remain in effect so long as (a) any of the Commitments hereunder remain in effect, (b) any of the Loans or other Obligations (other than Unasserted Obligations) have not been paid in full or (c) any Letters of Credit have not been cancelled or expired. (iv) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Base Rate Margin for Revolving Loans minus a rate equal to the commitment fee percentage then in effect as determined pursuant to subsection 2.3A.Margin. (v) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, Incremental Term Loans and Incremental Revolving Loans shall bear interest through maturity at the rates specified in the applicable Incremental Assumption Agreements.

Rate of Interest. Subject to the provisions of subsections 2.2E2.3E, 2.6 2.7 and 2.72.8, each Tranche B Term Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Adjusted Eurodollar Rate and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Adjusted Eurodollar Rate; provided, as applicable. Subject however, that in the event that any Revolving Loan is to the provisions of subsection 2.7be made on a day when there are 198 already five (5) Interest Periods outstanding with respect to Revolving Loans, each or any Swing Line Loan is to be made on a day when there are already three (3) Interest Periods outstanding with respect to Swing Line Loans, such Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining Rate until the rate commencement of interest with respect to any Tranche B Term Loan or any Revolving the next succeeding Interest Period, at which time such Loan shall be selected by Company initially at converted (automatically and without the time necessity of any action on the part of any Person) to a Notice of Borrowing is given Eurodollar Rate Loan in accordance with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1B), and the 2.3D. The basis for determining the interest rate with respect to any Tranche B Term Loan or any Revolving Loan may shall be changed from time to time pursuant to subsection 2.2D (subject to the last sentence of subsection 2.1B). If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (i) subsection 2.3D. Subject to the provisions of subsections 2.2E2.3E, 2.2G 2.5B(iv) and 2.72.8, the Revolving Loans shall bear interest through maturity (whether by acceleration or otherwise) as follows: (ai) if a Base Rate Loan, then at the sum of a rate equal to the Base Rate plus the Base Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv); or1.00%. (bii) if a Eurodollar Rate Loan, then at the sum of the Adjusted Eurodollar Rate plus the Eurodollar Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv): Greater than or equal to: 2:00:1.00 4.00 % 3.00 % Greater than or equal to but less than: 1.75:1.00 2.00:1.00 3.50 % 2.50 % Less than: 1.75:1.00 3.25 % 2.25 % provided that, for the first six months after the Closing Date, the applicable margin for Revolving Loans that are Eurodollar Rate Loans shall be 4.00% per annum and for Revolving Loans that are Base Rate Loans shall be 3.00% per annum. (ii) 2.00%. Subject to the provisions of subsections 2.2E2.3E, 2.2G 2.5B(iv) and 2.72.8, the Tranche B Term Swing Line Loans shall bear interest through maturity (whether by acceleration or otherwise) as follows: (ai) if a Base Rate Loan, then at a rate equal to the Base Rate. (ii) if a Eurodollar Rate Loan at the sum of the Adjusted Eurodollar Rate plus .5%; provided that, if any Lender shall have purchased a participation in any Swing Line Loan or shall have been deemed to have purchased a participation in any Swing Line Loan, in each case pursuant to the last paragraph of subsection 2.2A(ii), then, subject to the provisions of subsections 2.3E, 2.5B(iv) and 2.8, all Swing Line Loans shall bear interest through maturity liability acceleration or otherwise) as follows: (i) if a Base Rate Loan, then at a rate equal to the Base Rate plus the Base Rate Margin equal to 3.00% per annum; or1.00%. (bii) if a Eurodollar Rate Loan, then at the sum of the Adjusted Eurodollar Rate plus the Eurodollar Rate Margin equal to 4.00% per annum2.00%. (iii) Upon delivery of the Compliance Certificate by Company to Administrative Agent pursuant to subsection 6.1(iv), the Base Rate Margin and the Eurodollar Rate Margin shall automatically be adjusted in accordance with such Compliance Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Compliance Certificate (subject to the provisions of the foregoing clause (i)); provided that, if at any time a Compliance Certificate is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Compliance Certificate was required to be delivered until the Business Day next succeeding delivery of such Compliance Certificate, the applicable margins shall be the maximum percentage amount for the Revolving Loans set forth above. If, as a result of any restatement of or other adjustment to the financial statements of Company or for any other reason, Company or Administrative Agent or any Lender determines that (i) the Consolidated Leverage Ratio as calculated by Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Company shall immediately and retroactively be obligated to pay an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period. The Lenders’ acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. Company’s obligations under this paragraph will remain in effect so long as (a) any of the Commitments hereunder remain in effect, (b) any of the Loans or other Obligations (other than Unasserted Obligations) have not been paid in full or (c) any Letters of Credit have not been cancelled or expired. (iv) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Base Rate Margin for Revolving Loans minus a rate equal to the commitment fee percentage then in effect as determined pursuant to subsection 2.3A. (v) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, Incremental Term Loans and Incremental Revolving Loans shall bear interest through maturity at the rates specified in the applicable Incremental Assumption Agreements.

Rate of Interest. Subject to the provisions of subsections 2.2E, 2.6 and 2.7, each Tranche B Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Eurodollar Rate, as applicable. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Tranche B Term Loan or any Revolving Loan shall be selected by Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1B), and the basis for determining the interest rate with respect to any Tranche B Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D (subject to the last sentence of subsection 2.1B). 2.2D. If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (i) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche A Term Loans and the Revolving Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Pricing Certificate has been delivered pursuant to subsection 6.1(iv6.1(iii); or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Pricing Certificate has been delivered pursuant to subsection 6.1(iv6.1(iii): Consolidated Eurodollar Rate Base Leverage Ratio Margin Rate Margin -------------- ------ ----------- Greater than or Or equal to: 2:00:1.00 4.00 to 3.00:1.00 3.00% 3.00 2.00% Greater than or equal to but 2.50:1.00 less than: 1.75:1.00 than 3.00:1.00 2.75% 1.75% Greater than or equal to but 2.00:1.00 3.50 less than 2.50:1.00 2.50% 2.50 1.50% Less than: 1.75:1.00 3.25 than 2.00:1.00 2.25% 2.25 1.25% provided that, until the delivery of the Pricing Certificate for the first six months after the Closing DateFiscal Quarter ending January 31, 2003, the applicable margin for Tranche A Term Loans and Revolving Loans that are Eurodollar Rate Loans shall be 4.003.00% per annum and for Tranche A Term Loans and Revolving Loans that are Base Rate Loans shall be 3.002.00% per annum. (ii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche B Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin equal set forth in the table below opposite the Consolidated Leverage Ratio for the four-Fiscal Quarter period for which the applicable Pricing Certificate has been delivered pursuant to 3.00% per annumsubsection 6.1(iii); or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin set forth in the table below opposite the Consolidated Leverage Ratio for the four-Fiscal Quarter period for which the applicable Pricing Certificate has been delivered pursuant to subsection 6.1(iii): 37 Consolidated Eurodollar Rate Base Leverage Ratio Margin Rate Margin -------------- ------ ----------- Greater than or equal to 4.002.75:1.00 3.50% 2.50% Less than 2.75:1.00 3.25% 2.25% provided that, until the delivery of the Pricing Certificate for the Fiscal Quarter ending January 31, 2003, the applicable margin for Tranche B Term Loans that are Eurodollar Rate Loans shall be 3.50% per annum and for Tranche B Term Loans that are Base Rate Loans shall be 2.50% per annum. (iii) Upon delivery of the Compliance Pricing Certificate by Company to Administrative Agent pursuant to subsection 6.1(iv6.1(iii), the Base Rate Margin and the Eurodollar Rate Margin shall automatically be adjusted in accordance with such Compliance Pricing Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Compliance Pricing Certificate (subject to the provisions of the foregoing clause clauses (i) and (ii)); provided that, if at any time a Compliance Pricing Certificate is not delivered at the time required pursuant to subsection 6.1(iv6.1(iii), from the time such Compliance Pricing Certificate was required to be delivered until the Business Day next succeeding delivery of such Compliance Pricing Certificate, the applicable margins shall be the maximum percentage amount for the Revolving Loans relevant Loan set forth above. If, as a result of any restatement of or other adjustment to the financial statements of Company or for any other reason, Company or Administrative Agent or any Lender determines that (i) the Consolidated Leverage Ratio as calculated by Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Company shall immediately and retroactively be obligated to pay an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period. The Lenders’ acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. Company’s obligations under this paragraph will remain in effect so long as (a) any of the Commitments hereunder remain in effect, (b) any of the Loans or other Obligations (other than Unasserted Obligations) have not been paid in full or (c) any Letters of Credit have not been cancelled or expired. (iv) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Base Rate Margin for Revolving Loans minus a rate equal to the commitment fee percentage then in effect as determined pursuant to subsection 2.3A. (v) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, Incremental Term Loans and Incremental Revolving Loans shall bear interest through maturity at the rates specified in the applicable Incremental Assumption AgreementsCommitment Fee Percentage.

Rate of Interest. Subject to the provisions of subsections 2.2E, 2.6 and 2.7, each Tranche B Term Revolving Loan and each Revolving Term Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Eurodollar Rate, as applicable. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Tranche B Term Revolving Loan or any Revolving Term Loan shall be selected by Company Borrower initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1B), and the basis for determining the interest rate with respect to any Tranche B Term Revolving Loan or any Revolving Term Loan may be changed from time to time pursuant to subsection 2.2D (subject to the last sentence of subsection 2.1B). 2.2D. If on any day a Term Revolving Loan or Revolving Term Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (i) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Revolving Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio Average Excess Availability for the four most recently completed Fiscal Quarter period Month for which the applicable Compliance a Borrowing Base Certificate has been delivered pursuant to subsection 6.1(iv6.1(xi); or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio Average Excess Availability for the four most recently completed Fiscal Quarter period Month for which the applicable Compliance a Borrowing Base Certificate has been delivered pursuant to subsection 6.1(iv6.1(xi): Greater than or equal to: 2:00:1.00 4.00 Level Average Excess Availability (as a percentage of the Maximum Revolver Amount) Eurodollar Rate Margin Base Rate Margin I ³ 67 % 3.00 1.50 % Greater than or equal to 0.50 % II < 67% but less than: 1.75:1.00 2.00:1.00 3.50 ³ 33 % 2.50 1.75 % Less than: 1.75:1.00 3.25 0.75 % 2.25 III < 33 % 2.00 % 1.00 % provided that, for the period from the Closing Date through and including the date that the Administrative Agent receives the Borrowing Base Certificate for the first six months full Fiscal Month ending after the Closing Date, the applicable margin for Revolving Loans that are Eurodollar Rate Loans Margin shall be 4.002.00% per annum annum, and for Revolving Loans that are the Base Rate Loans Margin shall be 3.001.00% per annum. (ii) Subject to the provisions of subsections 2.2EThereafter, 2.2G and 2.7, the Tranche B Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin equal to 3.00% per annum; or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin equal to 4.00% per annum. (iii) Upon upon delivery of the Compliance Borrowing Base Certificate by Company Borrower to Administrative Agent pursuant to subsection 6.1(iv6.1(xi), the Base Rate Margin and the Eurodollar Rate Margin shall automatically be adjusted in accordance with such Compliance Borrowing Base Certificate, such adjustment to become effective on the first Business Day of the next succeeding Business Day month (the “Margin Adjustment Date”) following the receipt by Administrative Agent of such Compliance Borrowing Base Certificate (subject to the provisions of the foregoing clause (i)); provided that, if at any time a Borrowing Base Certificate is not delivered at the time required pursuant to subsection 6.1(xi), from the time such Borrowing Base Certificate was required to be delivered until the Business Day next succeeding delivery of such Borrowing Base Certificate, the applicable margins shall be the maximum percentage amount for the relevant Revolving Loan set forth above. In addition, if the Consolidated Fixed Charge Coverage Ratio for any Reference Period is less than 1.00 to 1.00 based on the Compliance Certificate most recently delivered pursuant to Section 6.1(ix), then the Base Rate Margin and the Eurodollar Rate Margin shall automatically increase for each level in the table set forth above by 0.50%, and such adjustment shall be effective on the Business Day immediately following delivery of such Compliance Certificate until the first Business Day on which the Consolidated Fixed Charge Coverage Ratio for the most recent Reference Period then ended is not less than 1.00 to 1.00 based on the most recent Compliance Certificate delivered pursuant to Section 6.1(ix); provided that, if at any time a Compliance Certificate is not delivered at the time required pursuant to subsection 6.1(iv6.1(ix), from the time such Compliance Certificate was required to be delivered until the Business Day next succeeding delivery of such Compliance Certificate, the applicable margins shall be the maximum percentage amount for the Revolving Loans set forth above. If, as a result of any restatement of or other adjustment to the financial statements of Company or for any other reason, Company or Administrative Agent or any Lender determines that (i) the Consolidated Leverage Ratio as calculated increased by Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Company shall immediately and retroactively be obligated to pay an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period. The Lenders’ acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. Company’s obligations under this paragraph will remain in effect so long as (a) any of the Commitments hereunder remain in effect, (b) any of the Loans or other Obligations (other than Unasserted Obligations) have not been paid in full or (c) any Letters of Credit have not been cancelled or expired0.50%. (iviii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Base Rate Margin for Revolving Loans minus a Loans, or at such other rate equal to the commitment fee percentage then offered by Swing Line Lender in effect as determined pursuant to subsection 2.3A.its discretion. (viv) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, Incremental the Term Loans and Incremental Revolving Loans Loan shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the rates specified in sum of the applicable Incremental Assumption AgreementsBase Rate plus 1.00%; or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus 2.00%.

Rate of Interest. Subject to the provisions of subsections 2.2E, 2.6 and 2.7, each Tranche B Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Eurodollar Rate, as applicable. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Tranche B Term Loan or any Revolving Loan shall be selected by Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1B), and the basis for determining the interest rate with respect to any Tranche B Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D (subject to 2.2D; provided, however, that Loans made on the last sentence of subsection 2.1B)Closing Date shall be Base Rate Loans. If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (i) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche A Term Loans and the Revolving Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Pricing Certificate has been delivered pursuant to subsection 6.1(iv); or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Pricing Certificate has been delivered pursuant to subsection 6.1(iv): Greater than or Or equal to: 2:00:1.00 4.00 to 3.5:1.0 2.25% 3.00 1.25% Greater than or equal to but less than: 1.75:1.00 2.00:1.00 3.50 than 2.5:1.0 3.5:1.0 2.00% 2.50 1.00% Greater than or equal to but less than 2.0:1.0 2.5:1.0 1.75% 0.75% Greater than or equal to but less than 1.5:1.0 2.0:1.0 1.25% 0.25% Less than: 1.75:1.00 3.25 than 1.5:1.0 1.00% 2.25 0% ; provided that, for that until the delivery of the first six months Pricing Certificate after the six-month anniversary of the Closing Date, the applicable margin for Tranche A Term Loans and Revolving Loans that are Eurodollar Rate Loans shall be 4.002.00% per annum and for Tranche A Term Loans and Revolving Loans that are Base Rate Loans shall be 3.001.00% per annum. (ii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche B Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin equal set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Pricing Certificate has been delivered pursuant to 3.00% per annumsubsection 6.1(iv); or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Pricing Certificate has been delivered pursuant to subsection 6.1(iv): Greater than or equal to 4.002.5:1.0 2.75% 1.75% Greater than but less than 2.0:1.0 2.5:1.0 2.50% 1.50% Less than or equal to 2.0:1.0 2.25% 1.25% ; provided that until the delivery of the first Pricing Certificate after the six-month anniversary of the Closing Date, the applicable margin for Tranche B Term Loans that are Eurodollar Rate Loans shall be 2.75% per annum and for Tranche B Term Loans that are Base Rate Loans shall be 1.75% per annum. (iii) Upon delivery of the Compliance Pricing Certificate by Company to Administrative Agent pursuant to subsection 6.1(iv), the Base Rate Margin and the Eurodollar Rate Margin shall automatically be adjusted in accordance with such Compliance Certificateadjusted, such adjustment to become effective on the next third succeeding Business Day following the receipt by Administrative Agent of such Compliance Pricing Certificate (subject to the provisions of the foregoing clause clauses (i) and (ii)); provided that, if at any time a Compliance Pricing Certificate is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Compliance Pricing Certificate was required to be delivered until the third Business Day next succeeding delivery of such Compliance Pricing Certificate, the applicable margins shall be the maximum percentage amount for the Revolving Loans relevant Loan set forth above. If, as a result of any restatement of or other adjustment to the financial statements of Company or for any other reason, Company or Administrative Agent or any Lender determines that (i) the Consolidated Leverage Ratio as calculated by Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Company shall immediately and retroactively be obligated to pay an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period. The Lenders’ acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. Company’s obligations under this paragraph will remain in effect so long as (a) any of the Commitments hereunder remain in effect, (b) any of the Loans or other Obligations (other than Unasserted Obligations) have not been paid in full or (c) any Letters of Credit have not been cancelled or expired. (iv) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Base Rate Margin for Revolving Loans minus a rate equal to the commitment fee percentage then in effect as determined pursuant to subsection 2.3A. (v) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, Incremental Term Loans and Incremental Revolving Loans shall bear interest through maturity at the rates specified in the applicable Incremental Assumption Agreements.

Rate of Interest. Subject to the provisions of subsections 2.2E, Sections 2.6 and 2.7, each Tranche B Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Adjusted Eurodollar Rate, as applicable. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Tranche B Term Loan or any Revolving Loan shall be selected by Company Borrower initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1BSection 2.1(b), and the basis for determining the interest rate with respect to any Tranche B Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D (subject to the last sentence of subsection 2.1BSection 2.2(d). If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (i) . Subject to the provisions of subsections 2.2E, 2.2G this Section 2.2(a)(i) and (ii) and Section 2.2(e) and 2.7, the Revolving Loans shall bear interest through maturity as follows: (a) if : If a Base Rate Loan, then at the sum of the Base Rate plus the margin (the "Applicable Base Rate Margin Margin") set forth in the table below opposite the applicable Consolidated Total Leverage Ratio for the four four-Fiscal Quarter period for which the applicable Compliance Certificate has been is being delivered pursuant to subsection 6.1(ivSection 6.2(a); or (b) or if a Eurodollar Rate Loan, then at the sum of the Adjusted Eurodollar Rate plus the margin (the "Applicable Eurodollar Rate Margin Margin") set forth in the table below opposite the applicable Consolidated Total Leverage Ratio for the four four-Fiscal Quarter period for which the applicable Compliance Certificate has been is being delivered pursuant to subsection 6.1(ivSection 6.2(a): Consolidated Leverage Ratio Applicable Eurodollar Rate Margin Applicable Base Rate Margin Greater than or equal to: 2:00:1.00 4.00 to 4.00:1:00 3.25% 3.00 2.25% Greater than or equal to 3.50:1.00 but less than: 1.75:1.00 2.00:1.00 3.50 than 4.00:1.00 3.00% 2.50 2.00% Greater than or equal to 3.00:1.00 but less than 3.50:1.00 2.75% 1.75% Less than: 1.75:1.00 3.25 than 3.00:1.00 2.50% 2.25 1.50% provided that, for the first six months after the Closing Date, the applicable margin for Revolving Loans that are Eurodollar Rate Loans shall be 4.00% per annum and for Revolving Loans that are Base Rate Loans shall be 3.00% per annum. (ii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche B Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin equal to 3.00% per annum; or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin equal to 4.00% per annum. (iii) Upon delivery of the a Compliance Certificate by Company Borrowers to the Administrative Agent pursuant to subsection 6.1(ivSection 6.2(a), the Applicable Base Rate Margin and the Applicable Eurodollar Rate Margin shall automatically be adjusted in accordance with such Compliance Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by the Administrative Agent of such Compliance Certificate (subject to Certificate; provided that until the provisions delivery of the foregoing clause (i))first Compliance Certificate after the six-month anniversary of the Closing Date, the Applicable Eurodollar Rate Margin and Applicable Base Rate Margin for Loans shall be 3.00% per annum and 2.00% per annum, respectively; provided that, if further that at any time a Compliance Certificate is not delivered at the time required pursuant to subsection 6.1(ivSection 6.2(a), from the time such Compliance Certificate was required to be delivered until the Business Day next succeeding delivery of such Compliance Certificate, the applicable margins Applicable Eurodollar Rate Margin shall be 3.25% per annum and the maximum percentage amount Applicable Base Rate Margin shall be 2.25% per annum for all Loans; provided further that if a Compliance Certificate erroneously indicates an applicable margin more favorable to Borrowers than would be afforded by the Revolving Loans set forth above. If, as a result of any restatement of or other adjustment to the financial statements of Company or for any other reason, Company or Administrative Agent or any Lender determines that (i) the Consolidated Leverage Ratio as calculated by Company as of any applicable date was inaccurate and (ii) a proper actual calculation of the Consolidated Total Leverage Ratio would have resulted in higher pricing Ratio, Borrowers shall promptly pay such additional interest and letter of credit fees upon determination of such error as shall correct for such period, Company shall immediately and retroactively be obligated to pay an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period. The Lenders’ acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. Company’s obligations under this paragraph will remain in effect so long as (a) any of the Commitments hereunder remain in effect, (b) any of the Loans or other Obligations (other than Unasserted Obligations) have not been paid in full or (c) any Letters of Credit have not been cancelled or expirederror. (iv) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Base Rate Margin for Revolving Loans minus a rate equal to the commitment fee percentage then in effect as determined pursuant to subsection 2.3A. (v) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, Incremental Term Loans and Incremental Revolving Loans shall bear interest through maturity at the rates specified in the applicable Incremental Assumption Agreements.

Rate of Interest. Subject to the provisions of subsections 2.2E, 2.6 and 2.7, each Tranche B Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Eurodollar Rate, as applicableto Adjusted LIBOR. Subject to the provisions of subsection subsections 2.2E and 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Tranche B Term Loan or any Revolving Loan shall be selected by Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of the first paragraph of subsection 2.1B), and the basis for determining the interest rate with respect to any Tranche B Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D (subject to the last sentence of the first paragraph of subsection 2.1B). If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (i) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Term Loans and the Revolving Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth for Term Loans or Revolving Loans, as the case may be, in the table below Schedule 2.2 annexed hereto opposite the applicable Consolidated Leverage Ratio for the most recent four Fiscal Quarter period for which the applicable Compliance Pricing Certificate has been delivered pursuant to subsection 6.1(iv); or (b) if a Eurodollar Rate LIBOR Loan, then at the sum of the Eurodollar Rate LIBOR plus the Eurodollar Rate LIBOR Margin set forth for Term Loans or Revolving Loans, as the case may be, in the table below Schedule 2.2 annexed hereto opposite the applicable Consolidated Leverage Ratio for the most recent four Fiscal Quarter period for which the applicable Compliance Pricing Certificate has been delivered pursuant to subsection 6.1(iv): Greater than or equal to: 2:00:1.00 4.00 % 3.00 % Greater than or equal to but less than: 1.75:1.00 2.00:1.00 3.50 % 2.50 % Less than: 1.75:1.00 3.25 % 2.25 % ); provided that, for until the first six months delivery after the Closing DateDate of the Pricing Certificate by Company to Administrative Agent pursuant to subsection 6.1(iv), the applicable margin for Revolving Loans that are Eurodollar Rate Loans shall be 4.00% per annum that provided in Schedule 2.2 for a Consolidated Leverage Ratio of greater than or equal to 1.50 to 1.00 and for Revolving Loans that are Base Rate Loans shall be 3.00% per annumless than 2.00 to 1.00. (ii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche B Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin equal to 3.00% per annum; or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin equal to 4.00% per annum. (iii) Upon delivery of the Compliance Pricing Certificate by Company to Administrative Agent pursuant to subsection 6.1(iv), the Base Rate Margin and the Eurodollar Rate LIBOR Margin shall automatically be adjusted in accordance with such Compliance Pricing Certificate, such adjustment to become effective on the next third succeeding Business Day following the receipt by Administrative Agent of such Compliance Pricing Certificate (subject to the provisions of the foregoing clause (i)); provided that, if at any time a Compliance Pricing Certificate is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Compliance Pricing Certificate was required to be delivered until the first Business Day next succeeding delivery of such Compliance Pricing Certificate, the applicable margins shall be the maximum percentage amount for the Revolving Loans relevant Loan set forth above. If, as a result of any restatement of or other adjustment to the financial statements of Company or for any other reason, Company or Administrative Agent or any Lender determines that (i) the Consolidated Leverage Ratio as calculated by Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Company shall immediately and retroactively be obligated to pay an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period. The Lenders’ acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. Company’s obligations under this paragraph will remain in effect so long as (a) any of the Commitments hereunder remain in effect, (b) any of the Loans or other Obligations (other than Unasserted Obligations) have not been paid in full or (c) any Letters of Credit have not been cancelled or expiredSchedule 2.2. (iviii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Base Rate Swing Line Loan Margin set forth in Schedule 2.2 annexed hereto opposite the applicable Consolidated Leverage Ratio for Revolving Loans minus the most recent four Fiscal Quarter period for which the applicable Pricing Certificate has been delivered pursuant to subsection 6.1(iv); provided that, until the first delivery after the Closing Date of the Pricing Certificate by Company to Administrative Agent pursuant to subsection 6.1(iv), the Swing Line Loan Margin shall be that provided in Schedule 2.2 for a rate Consolidated Leverage Ratio of greater than or equal to 1.50 to 1.00 and less than 2.00 to 1.00. (iv) If, as a result of any restatement of or other adjustment to the financial statements of Holdings, Company or their Subsidiaries or for any other reason, Company or the Lenders determine that (a) the Consolidated Leverage Ratio as calculated by Company as of any applicable date was inaccurate and (b) a proper calculation of such Consolidated Leverage Ratio would have resulted in higher pricing for such period, Company shall immediately and retroactively be obligated to pay to Administrative Agent for the account of the applicable Lenders or the Issuing Lender, promptly on demand by Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to Company under the Bankruptcy Code, automatically and without further action by Administrative Agent, any Lender or Issuing Lender), an amount equal to the commitment fee percentage then in effect 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. This subsection 2.2A(iv) shall not limit the rights of Administrative Agent, any Lender or Issuing Lender, as determined pursuant to the case may be, under other subsections of this Agreement. Company’s obligations under this subsection 2.3A. (v2.2A(iv) Subject to shall survive the provisions termination of subsections 2.2E, 2.2G the Revolving Loan Commitments and 2.7, Incremental Term Loans and Incremental Revolving Loans shall bear interest through maturity at the rates specified in the applicable Incremental Assumption Agreementsrepayment of all other Obligations hereunder.

Rate of Interest. Subject to the provisions of subsections 2.2E, 2.6 and 2.7, each Tranche B Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Eurodollar Rate, as applicable. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Tranche B Term Loan or any Revolving Loan shall be selected by Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B (subject to the last sentence of subsection 2.1B), and the basis for determining the interest rate with respect to any Tranche B Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D (subject to the last sentence of subsection 2.1B). 2.2D. If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (i) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche A Term Loans and the Revolving Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv6.1(v); or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin set forth in the table below opposite the applicable Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv): Greater than or equal to: 2:00:1.00 4.00 % 3.00 % Greater than or equal to but less than: 1.75:1.00 2.00:1.00 3.50 % 2.50 % Less than: 1.75:1.00 3.25 % 2.25 % provided that, for the first six months after the Closing Date, the applicable margin for Revolving Loans that are Eurodollar Rate Loans shall be 4.00% per annum and for Revolving Loans that are Base Rate Loans shall be 3.00% per annum. (ii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche B Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin equal to 3.00% per annum; or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin equal to 4.00% per annum. (iii) Upon delivery of the Compliance Certificate by Company to Administrative Agent pursuant to subsection 6.1(iv), the Base Rate Margin and the Eurodollar Rate Margin shall automatically be adjusted in accordance with such Compliance Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Compliance Certificate (subject to the provisions of the foregoing clause (i)); provided that, if at any time a Compliance Certificate is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Compliance Certificate was required to be delivered until the Business Day next succeeding delivery of such Compliance Certificate, the applicable margins shall be the maximum percentage amount for the Revolving Loans set forth above. If, as a result of any restatement of or other adjustment to the financial statements of Company or for any other reason, Company or Administrative Agent or any Lender determines that (i) the Consolidated Leverage Ratio as calculated by Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Company shall immediately and retroactively be obligated to pay an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period. The Lenders’ acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. Company’s obligations under this paragraph will remain in effect so long as (a) any of the Commitments hereunder remain in effect, (b) any of the Loans or other Obligations (other than Unasserted Obligations) have not been paid in full or (c) any Letters of Credit have not been cancelled or expired. (iv) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Base Rate Margin for Revolving Loans minus a rate equal to the commitment fee percentage then in effect as determined pursuant to subsection 2.3A. (v) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, Incremental Term Loans and Incremental Revolving Loans shall bear interest through maturity at the rates specified in the applicable Incremental Assumption Agreements.6.1(v):