Common use of Rates of Interest Clause in Contracts

Rates of Interest. Interest accrued on the Loans shall be due on the earliest of (i) in the case of a LIBOR Rate Loan, the first day of each month (for the immediately preceding month), computed through the last calendar day of the preceding month and at the end of the Interest Period applicable thereto and in the case of a Prime Rate Loan, the first day of each month (for the immediately preceding month), computed through the last calendar day of the preceding month, (ii) the occurrence of an Event of Default in consequence of which Agent -22- elects to accelerate the maturity and payment of the Liabilities, or (iii) termination of this Agreement pursuant to paragraph 13 hereof. Interest shall accrue on (1) the principal amount of the Revolving Loans made to Borrower outstanding at the end of each day at (A) with respect to Prime Rate Revolving Loans, a fluctuating rate per annum equal to the Applicable Margin above the Prime Rate or (B) with respect to LIBOR Rate Revolving Loans, a fixed rate per annum equal to the Applicable Margin above the LIBOR Rate, (2) the unpaid principal balance of Term Loan A at (A) with respect to Prime Rate Term Loans, a fluctuating rate per annum equal to the Applicable Margin above the Prime Rate or (B) with respect to LIBOR Rate Term Loans, a fixed rate per annum equal to the Applicable Margin above the LIBOR Rate and (3) the unpaid principal amount of Term Loan B made to Borrower outstanding at the end of each day at (A) with respect to Prime Rate Term Loans, a fixed rate per annum equal to the Applicable Margin above the Prime Rate or (B) with respect to LIBOR Rate Term Loans, a fixed rate per annum equal to the Applicable Margin above the LIBOR Rate. The rate of interest payable on Prime Rate Loans shall increase or decrease by an amount equal to any increase or decrease in the Prime Rate, effective as of the opening of business on the day that any such change in the Prime Rate occurs. Upon and after the occurrence of an Event of Default, and during the continuation thereof, the principal amount of all Loans shall bear interest on demand at a rate per annum equal to the rate of interest then in effect under this paragraph 6(a) plus two percent (2%).

Rates of Interest. Interest accrued on the Loans shall be due on the earliest of (i) in the case of a LIBOR Rate Loan, the first day of each month (for the immediately preceding month), computed through the last calendar day of the preceding month and at the end of the Interest Period applicable thereto and in the case of a Prime Rate Loan, the first day of each month (for the immediately preceding month), computed through the last calendar day of the preceding month, (ii) the occurrence of an Event of Default in consequence of which Agent -22- elects to accelerate the maturity and payment of the Liabilities, or (iii) termination of this Agreement pursuant to paragraph 13 hereof. Interest shall accrue on (1) the unpaid principal amount of the Revolving Loans made to Borrower outstanding at the end of each day at (A) with respect to Prime Rate Revolving Loans, a fluctuating rate per annum equal to the Applicable Margin above the Prime Rate or (B) with respect to LIBOR Rate Revolving Loans, a fixed rate per annum equal to the Applicable Margin above the LIBOR Rate, (2) the unpaid principal balance of the Term Loan A outstanding at the end of each day at (A) with respect to Prime Rate Term Loans, a fluctuating rate per annum equal to the Applicable Margin above the Prime Rate or (B) with respect to LIBOR Rate Term Loans, a fixed rate per annum equal to the Applicable Margin above the LIBOR Rate and (3) the unpaid principal amount of Term Loan B the Equipment Loans made to Borrower outstanding at the end of each day at (A) with respect to Prime Rate Term Equipment Loans, a fixed rate per annum equal to the Applicable Margin above the Prime Rate or (B) with respect to LIBOR Rate Term Equipment Loans, a fixed rate per annum equal to the Applicable Margin above the LIBOR Rate. The rate of interest payable on Prime Rate Loans shall increase or decrease by an amount equal to any increase or decrease in the Prime Rate, effective as of the opening of business on the day that any such change in the Prime Rate occurs. Upon and after the occurrence of an Event of Default, and during the continuation thereof, the principal amount of all Loans shall bear interest on demand at a rate per annum equal to the rate of interest then in effect under this paragraph 6(a) plus two percent (2%).

Rates of Interest. Interest accrued Subject to the provisions of Section 2.2E, ----------------- Section 3 and Section 13 hereof, each Revolving Credit Loan shall bear interest on the Loans shall be due on unpaid principal amount thereof from the earliest of date made through maturity (whether by acceleration or otherwise) at the (i) in the case of a LIBOR Base Rate Loan, the first day of each month (for the immediately preceding month), computed through the last calendar day of the preceding month and at the end of the Interest Period applicable thereto and in the case of a Prime Rate Loan, the first day of each month (for the immediately preceding month), computed through the last calendar day of the preceding month, or (ii) the occurrence of an Event of Default in consequence of which Agent -22- elects to accelerate LIBOR plus the maturity and payment of Applicable LIBOR Margin, as the Liabilities, or (iii) termination of this Agreement pursuant to paragraph 13 hereofcase may be. Interest shall accrue on (1) the principal amount of the Revolving Loans made to Borrower outstanding at the end of each day at (A) The applicable interest rate mode with respect to Prime Rate Revolving Loans, Credit Loans shall be selected by the Borrower initially at the time a fluctuating rate per annum equal Request For Revolving Credit Loan is delivered to the Applicable Margin above the Prime Rate or (B) Agent Bank pursuant to Section 2.1C hereof. The interest rate with respect to LIBOR Rate any Revolving Loans, Credit Loan may be changed by the Borrower from time to time pursuant to Section 2.2D hereof. If on any day a fixed rate per annum equal to the Applicable Margin above the LIBOR Rate, (2) the unpaid principal balance of Term Revolving Credit Loan A at (A) is outstanding with respect to Prime Rate Term Loans, a fluctuating rate per annum equal which notice has not been delivered to the Applicable Margin above Agent Bank or the Prime Rate or (B) Banks in accordance with respect to LIBOR Rate Term Loansthe terms of this Loan Agreement specifying the applicable interest rate, a fixed rate per annum equal then, for that day, that Revolving Credit Loan shall bear interest at the Base Rate. Subject to the Applicable Margin above the LIBOR Rate provisions of Section 2.2E, Section 3 and (3) the unpaid principal amount of Term Loan B made to Borrower outstanding at the end of each day at (A) with respect to Prime Rate Term LoansSection 13 hereof, a fixed rate per annum equal to the Applicable Margin above the Prime Rate or (B) with respect to LIBOR Rate Term Loans, a fixed rate per annum equal to the Applicable Margin above the LIBOR Rate. The rate of interest payable on Prime Rate Loans shall increase or decrease by an amount equal to any increase or decrease in the Prime Rate, effective as of the opening of business on the day that any such change in the Prime Rate occurs. Upon and after the occurrence of an Event of Default, and during the continuation thereof, the principal amount of all Revolving Credit Loans shall bear interest on demand through maturity as follows: (i) if a Base Rate Loan, at a rate equal to the Base Rate. (ii) if a LIBOR Loan, at a rate per annum equal to the rate sum of the LIBOR plus the Applicable LIBOR Margin; provided that, on each Date of ------------- Determination, commencing with the first Date of Determination to occur after the Closing Date, the Applicable LIBOR Margin in effect for the Pricing Period commencing on such Date of Determination and continuing for the term of the Pricing Period that begins on such Date of Determination shall be the Applicable LIBOR Margin corresponding to the Pricing Level in effect for such Pricing Period, as follows: ----------------------------------------------------------------------------------------------------------------------------- Adjusted Funded Applicable Pricing Level Debt to EBITDA LIBOR Margin ------------- -------------- ------------ ----------------------------------------------------------------------------------------------------------------------------- Pricing Level I more than or equal to 0.00, but less than or equal to 1.24 1.00% ----------------------------------------------------------------------------------------------------------------------------- Pricing Level II more than or equal to 1.25, but less than or equal to 1.74 1.25 ----------------------------------------------------------------------------------------------------------------------------- Pricing Level III more than or equal to 1.75, but less than or equal to 2.24 1.50 ----------------------------------------------------------------------------------------------------------------------------- Pricing Level IV more than or equal to 2.25, but less than or equal to 2.50 1.75 ----------------------------------------------------------------------------------------------------------------------------- Pricing Level V more than or equal to 2.51, but less than or equal to 3.00 2.00 ----------------------------------------------------------------------------------------------------------------------------- Notwithstanding anything in the foregoing to the contrary, if any Compliance Certificate (the form of which is included as Exhibit G) delivered by --------- the Borrower demonstrating the appropriate Pricing Level shall prove to be incorrect (as determined by reference to a subsequent Compliance Certificate), then such Compliance Certificate shall no longer be in effect. In such event, the Agent Bank shall calculate the difference between the amount of interest then actually paid by the Borrower on LIBOR Loans on the basis of such incorrect Compliance Certificate and the amount of interest which would have been due on such LIBOR Loans had such incorrect Compliance Certificate not been delivered, and shall forward to the Borrower a statement setting forth the amount of the difference and the method of calculation of such amount (which calculation, in effect under this paragraph 6(athe absence of demonstrable error, shall be deemed correct) plus two percent and the Borrower shall pay such amount to the Agent Bank for the benefit of the Banks within three (2%)3) Business Days of such notice.

Rates of Interest. Interest accrued on the Loans shall be due on the earliest of (iA) in the case of a LIBOR Rate Loan, the first day of each month (for the immediately preceding month), computed through the last calendar day of the preceding month and at the end of the Interest Period applicable thereto and in the case of a Prime Rate Loan, the first day of each month (for the immediately preceding month), computed through the last calendar day of the preceding month, (ii) the occurrence of an Event of Default in consequence of which Agent -22- elects to accelerate the maturity and payment of the Liabilities, or (iii) termination of this Agreement pursuant to paragraph 13 hereof. Interest shall accrue on (1) the principal amount of the Revolving Loans made to Borrower Base Rate Portion outstanding at the end of each day (computed on the basis of a calendar year of 360 days and actual days elapsed) at (A) with respect to Prime Rate Revolving Loans, a fluctuating rate per annum equal to the Applicable sum of the Base Rate Margin above the Prime Rate or (B) with respect to LIBOR Rate Revolving Loans, a fixed rate per annum equal applicable to the Applicable Margin above Base Rate Portion plus the LIBOR Rate, (2) the unpaid principal balance of Term Loan A at (A) with respect to Prime Rate Term Loans, a fluctuating rate per annum equal to the Applicable Margin above the Prime Rate or (B) with respect to LIBOR Rate Term Loans, a fixed rate per annum equal to the Applicable Margin above the LIBOR Rate and (3) the unpaid principal amount of Term Loan B made to Borrower outstanding at the end of each day at (A) with respect to Prime Rate Term Loans, a fixed rate per annum equal to the Applicable Margin above the Prime Rate or (B) with respect to LIBOR Rate Term Loans, a fixed rate per annum equal to the Applicable Margin above the LIBOR Base Rate. The rate After the date ---- hereof, the foregoing rates of interest payable on Prime Rate Loans shall increase be increased or decrease decreased, as the case may be, by an amount equal to any increase or decrease in the Prime Base Rate, with such adjustments to be effective as of the opening of business on the day that any such change in the Prime Base Rate occursbecomes effective. Upon and after The Base Rate in effect on the occurrence date hereof shall be the Base Rate effective on the opening of an Event of Defaultbusiness on the date hereof, and during the continuation thereofbut if this Agreement is executed on a day that is not a Business Day, the principal amount Base Rate in effect on the date hereof shall be the Base Rate effective as of all Loans the opening of business on the last Business Day immediately preceding the date hereof. (B) Interest shall bear interest accrue on demand each LIBOR Portion outstanding at the end of each day (computed on the basis of a rate per annum calendar year of 360 days and actual days elapsed) at rates equal to the rate sum of interest then in effect under this paragraph 6(athe LIBOR Rate applicable to each such LIBOR Portion plus the LIBOR Margin applicable to the LIBOR Portion. ---- Base Rate Margin shall mean (i) plus with respect to the Base Rate ---------------- Portion, as of the Closing Date, 1.00% per annum, and (ii) thereafter, as of January 1, April 1, July 1 and October 1 of each year (each, an "Adjustment Date"), commencing on the first Adjustment Date on or after ---------------- April 1, 2000 on which Avalon, on a consolidated basis, shall have achieved a Pro Forma Fixed Charge Coverage Ratio for the trailing twelve month period ending on the last day immediately prior to such Adjustment Dates of not less than 1:1 for two percent (2%) consecutive calendar quarters (the "Triggering Date"), the Base Rate Margin shall be adjusted, if necessary, ---------------- to the applicable percent per annum set forth in the pricing table below opposite the ratio of Senior Debt to EBITDA calculated for the trailing twelve month period ending on the last day of the most recently completed calendar quarter prior to the applicable Adjustment Date for which Lender has received the Compliance Certificate required by Section 8.1.3 (each ------------- such period, a "Calculation Period"). ------------------ LIBOR Margin shall mean shall mean (i) with respect to the LIBOR ------------ Portion, as of the Closing Date, 3.50% per annum, and (ii) thereafter, as of each Adjustment Date, commencing on the Triggering Date, the LIBOR Margin shall be adjusted, if necessary, to the applicable percent per annum set forth in the pricing table below opposite the ratio of Senior Debt to EBITDA calculated for the applicable Calculation Period. PRICING TABLE ------------- ============================================================================= Senior Debt to EBITDA Base Rate Margin LIBOR Margin ----------------------------------------------------------------------------- Equal to or greater than 3.00:1 .50% 3.00% ----------------------------------------------------------------------------- Greater than or equal to 2.50:1, but less than 3.00:1 .25% 2.75% ----------------------------------------------------------------------------- Greater than or equal to 2.25:1, but less than 2.50:1 .25% 2.50% ----------------------------------------------------------------------------- Less than 2.25:1 .25% 2.00% ============================================================================ If Borrowers shall fail to deliver a Compliance Certificate by the date required pursuant to Section 8.1.3 with respect to any calendar quarter, ------------- effective as of the first Business Day of the immediately succeeding calendar month and continuing through the day preceding the earlier of (i) the next succeeding Adjustment Date, or (ii) the subsequent delivery of the delinquent Compliance Certificate, each applicable Base Rate Margin and each applicable LIBOR Margin shall be conclusively presumed to equal the highest applicable Base Rate Margin and the highest applicable LIBOR Margin specified in the pricing table set forth above. Subject to Section 2.1.2, in the event a Default (other ------------- than a Default arising as a result of the failure to deliver the Compliance Certificate as required by Section 8.1.3) has occurred and is continuing as of ------------- any Adjustment Date, any reduction in the Base Rate Margin or the LIBOR Margin, as the case may be, which would have otherwise occurred shall be postponed until the time such Default has been cured to the satisfaction of Lender or waived by Lender.

Rates of Interest. Interest accrued on the Loans shall be due on the earliest of (i) in the case of a LIBOR Rate Loan, the first day of each month (for the immediately preceding month), computed through the last calendar day of the preceding month and at the end of the Interest Period applicable thereto and in the case of a Prime Rate Loan, the first day of each month (for the immediately preceding month), computed through the last calendar day of the preceding month, (ii) the occurrence of an Event of Default in consequence of which Agent -22- elects to accelerate the maturity and payment of the Liabilities, or (iii) termination of this Agreement pursuant to paragraph 13 hereof. Interest shall accrue on (1) the principal amount of the Revolving Loans made to Borrower outstanding at the end of each day at (A) with respect to Prime Rate Revolving Loans, a fluctuating rate per annum equal Subject to the Applicable Margin above the Prime Rate or (B) with respect to LIBOR Rate provisions of Sections 2.2E and 4 hereof, each Revolving Loans, a fixed rate per annum equal to the Applicable Margin above the LIBOR Rate, (2) the unpaid principal balance of Term Credit Loan A at (A) with respect to Prime Rate Term Loans, a fluctuating rate per annum equal to the Applicable Margin above the Prime Rate or (B) with respect to LIBOR Rate Term Loans, a fixed rate per annum equal to the Applicable Margin above the LIBOR Rate and (3) shall bear interest on the unpaid principal amount of Term Loan B thereof from the date made to Borrower outstanding through maturity (whether by acceleration or otherwise) at the end Base Rate plus the Applicable Base Rate Margin or the Euro-Rate plus the Applicable Euro-Rate Margin, as the case may be. The applicable rate of each day at (A) interest with respect to Prime Rate Term Loans, Revolving Credit Loans shall be selected by the Borrowers initially at the time a fixed rate per annum equal Request For Revolving Credit Loan is delivered to the Applicable Margin above the Prime Rate or (B) Administrative Bank pursuant to Section 2.1C hereof. The interest rate with respect to LIBOR Rate Term Loans, any Revolving Credit Loan may be changed by the Borrowers from time to time pursuant to Section 2.2D hereof. If on any day a fixed rate per annum equal Revolving Credit Loan is outstanding with respect to which notice has not been delivered to the Administrative Bank or the Banks in accordance with the terms of this Loan Agreement specifying the applicable interest rate, then, for that day, that Revolving Credit Loan shall bear interest at the Base Rate plus the Applicable Margin above Base Rate Margin. Subject to the LIBOR Rate. The rate provisions of interest payable on Prime Rate Loans shall increase or decrease by an amount equal to any increase or decrease in the Prime RateSections 2.2E and 4 hereof, effective as of the opening of business on the day that any such change in the Prime Rate occurs. Upon and after the occurrence of an Event of Default, and during the continuation thereof, the principal amount of all Revolving Credit Loans shall bear interest on demand through maturity as follows: (i) if a Base Rate Loan, at a rate per annum equal to the rate higher of interest then (a) the Federal Funds Effective Rate plus one half percent (0.5%) per annum plus the Applicable Base Rate Margin or (b) the Prime Rate plus the Applicable Base Rate Margin; provided that, on each Date of Determination, commencing with the first Date of Determination to occur after the Closing Date, the Applicable Base Rate Margin in effect under this paragraph 6(a) plus two percent (2for the Pricing Period commencing on such Date of Determination and continuing for the term of the Pricing Period that begins on such Date of Determination shall be the Applicable Base Rate Margin corresponding to the Pricing Level in effect for such Pricing Period, as follows: Pricing Level Applicable Base Rate Margin ------------- --------------------------- Level I 0.00% Level II 0.00% Level III 0.00% Level IV 0.00% Level V 0.25% Pricing Level Applicable Euro-Rate Margin ------------- --------------------------- Level I 0.75% Level II 1.00% Level III 1.25% Level IV 1.50% Level V 1.75%).

Rates of Interest. Interest accrued on the Loans shall be due on the earliest of (i) in the case of a LIBOR Rate Loan, the first day of each month (for the immediately preceding month), computed through the last calendar day of the preceding month and at the end of the Interest Period applicable thereto and in the case of a Prime Rate Loan, the first day of each month (for the immediately preceding month), computed through the last calendar day of the preceding month, (ii) the occurrence of an Event of Default in consequence of which Agent -22- elects to accelerate the maturity and payment of the Liabilities, or (iii) termination of this Agreement pursuant to paragraph 13 hereof. Interest shall accrue on (1) the principal amount of the Revolving Loans made to Borrower outstanding at the end of each day at (A) with respect to Prime Rate Revolving Loans, a fluctuating rate per annum equal Subject to the Applicable Margin above the Prime Rate or (B) with respect to LIBOR Rate provisions of Sections 2.2E and 2.8 hereof, each Revolving Loans, a fixed rate per annum equal to the Applicable Margin above the LIBOR Rate, (2) the unpaid principal balance of Term Loan A at (A) with respect to Prime Rate Term Loans, a fluctuating rate per annum equal to the Applicable Margin above the Prime Rate or (B) with respect to LIBOR Rate Term Loans, a fixed rate per annum equal to the Applicable Margin above the LIBOR Rate and (3) 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 LIBOR Rate, as the case may be. The applicable basis for determining the rate of Term Loan B made to Borrower outstanding at the end of each day at (A) interest with respect to Prime Rate Term Loans, Revolving Loans shall be selected by the Borrower initially at the time a fixed rate per annum equal Borrowing Certificate is delivered to the Applicable Margin above Agent pursuant to Section 2.1B hereof. The basis for determining the Prime Rate or (B) interest rate with respect to LIBOR Rate Term Loans, any Revolving Loan may be changed from time to time pursuant to Section 2.2D hereof. If on any day a fixed rate per annum equal Revolving Loan is outstanding with respect to which notice has not been delivered to the Applicable Margin above Agent in accordance with this Loan Agreement specifying the LIBOR Rate. The applicable basis for determining the rate of interest payable on Prime Rate Loans such Revolving Loan then, for that day, that Revolving Loan shall increase or decrease bear interest determined by an amount equal reference to any increase or decrease in the Prime Base Rate. Subject to the provisions of Sections 2.2E and 2.8 hereof, effective as of the opening of business on the day that any such change in the Prime Rate occurs. Upon and after the occurrence of an Event of Default, and during the continuation thereof, the principal amount of all Revolving Loans shall bear interest on demand through maturity as follows: (i) if a Base Rate Loan, then at a rate per annum equal to the sum of the Base Rate plus the Applicable Base Rate Margin; provided that, on each Leverage Ratio Determination Date, commencing with the first such date to occur after the Closing Date, the Applicable Base Rate Margin in effect for the Pricing Period commencing on such Leverage Ratio Determination Date and continuing for the term of the Pricing Period that begins on such Leverage Ratio Determination Date shall be the Applicable Base Rate Margin corresponding to the Pricing Level in effect for such Pricing Period, as follows: Applicable Pricing Level Base Rate Margin ------------- ---------------- Pricing Level I 0% Pricing Level II 0% Pricing Level III 0% Pricing Level IV 0% (ii) if a LIBOR Rate Loan, then at a rate per annum equal to the sum of the Adjusted LIBOR Rate plus the Applicable LIBOR Rate Margin; provided that, on each Leverage Ratio Determination Date, commencing with the first such date to occur after the Closing Date, the Applicable LIBOR Rate Margin in effect for the Pricing Period commencing on such Leverage Ratio Determination Date and continuing for the term of the Pricing Period that begins on such Leverage Ratio Determination Date shall be the Applicable LIBOR Rate Margin corresponding to the Pricing Level in effect for such Pricing Period, as follows: Applicable LIBOR Pricing Level Rate Margin ------------- ---------------- Pricing Level I 1/4% Pricing Level II 3/8% Pricing Level III 1/2% Pricing Level IV 3/4% Notwithstanding anything in the foregoing to the contrary, if any Compliance Certificate delivered by the Borrower demonstrating the appropriate Pricing Level shall prove to be incorrect, as determined by reference to a subsequent Compliance Certificate or subsequent publicly filed financial statements of the Borrower or otherwise, such Compliance Certificate shall no longer be in effect, and the Agent shall notify the Borrower of the incorrectness of such Compliance Certificate and the Agent shall calculate the difference (which must be a positive difference, i.e., an underpayment of interest) between the amount of interest then actually paid by the Borrower on the basis of such incorrect Compliance Certificate and the amount of interest which would have been due had such incorrect Compliance Certificate not been delivered to the Agent. The Agent shall notify the Borrower of the amount of such difference, if any, in effect under this paragraph 6(aa statement setting forth the method of calculation of such amount, which calculation shall be deemed correct in the absence of demonstrable error, and the Borrower shall pay such amount to the Agent for the account of the Banks within three (3) plus two percent (2%)Business Days after receipt of such notice. Provided, the payment of such amount by the Borrower shall not in and of itself constitute a waiver by the Banks of the Event of Default that has otherwise resulted from the Borrower's delivery of such incorrect Compliance Certificate to the Agent.