Common use of Unused Commitment Fee Clause in Contracts

Unused Commitment Fee. The Borrower shall pay to the Funding Agent, for the account of the Revolving Credit Lenders, in accordance with their respective Pro Rata Shares, a fee (the "Unused Commitment Fee"), accruing at the rate of one-half of one percent (0.50%) per annum on the amount from time to time by which the Commitments exceed the sum of (i) the outstanding principal amount of the Revolving Loans, plus (ii) the outstanding Reimbursement Obligations, plus (iii) the aggregate undrawn face amount of all outstanding Letters of Credit, for the period commencing on the Effective Date and ending on the Revolving Loan Commitment Termination Date, such portion of the fee being payable quarterly, in arrears, commencing with the first Quarterly Payment Date following the Effective Date. Notwithstanding the foregoing, in the event that any Revolving Credit Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower which such Revolving Credit Lender is obligated to fund under the terms of this Agreement, (I) such Revolving Credit Lender shall not be entitled to any Unused Commitment Fees with respect to its Commitment until such failure has been cured in accordance with Section 3.02(b)(vi)(B) and (II) until such time, the Unused Commitment Fee shall accrue in favor of the Revolving Credit Lenders which have funded their respective Pro Rata Shares of such requested Revolving Loan, shall be allocated among such performing Revolving Credit Lenders ratably based upon their relative Commitments, and shall be calculated based upon the average amount by which the aggregate applicable Commitments of such performing Revolving Credit Lenders exceeds the sum of (1) the outstanding principal amount of the Revolving Loans owing to such performing Revolving Credit Lenders, plus (2) the outstanding Reimbursement Obligations owing to such performing Revolving Credit Lenders, plus (3) the aggregate participation interests of such performing Revolving Credit Lenders arising pursuant to Section 2.03(e) with respect to undrawn and outstanding Letters of Credit.

Unused Commitment Fee. The Borrower shall agrees to pay to the Funding Agent, Administrative Agent for the account of the Revolving Credit LendersBanks an Unused Commitment Fee, at a rate per annum equal to the Applicable Unused Commitment Rate, calculated on the basis of a 360-day year in accordance with their respective Pro Rata Shares, a fee (this Section from the "Unused Commitment Fee"), accruing at date hereof and to and including the rate of one-half of one percent (0.50%) per annum on the amount from time to time by which the Commitments exceed the sum of (i) the outstanding principal amount of the Revolving Loans, plus (ii) the outstanding Reimbursement Obligations, plus (iii) the aggregate undrawn face amount of all outstanding Letters of Credit, for the period commencing on the Effective Date and ending on the Revolving Loan Commitment Facility Termination Date, such portion of the fee being and payable quarterly, quarterly in arrears, commencing with arrears on the first Quarterly Payment Date following day of each January, April, July and October hereafter and on the Effective Facility Termination Date. Notwithstanding the foregoing, in the event that any Revolving Credit Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower which such Revolving Credit Lender is obligated to fund under the terms of this Agreement, For each quarter (I) such Revolving Credit Lender shall not be entitled to any Unused Commitment Fees with respect to its Commitment until such failure has been cured in accordance with Section 3.02(b)(vi)(B) and (II) until such timeor portion thereof), the Unused Commitment Fee shall accrue be equal to (A) the average daily Aggregate Commitment during such quarter (or portion thereof) minus (B) the Average Daily Outstandings for such quarter (or portion thereof), with the resulting number multiplied by (C) the Applicable Unused Commitment Rate, and the final product divided by (D) four (4). If the Average Daily Outstandings in favor a quarter are greater than 50% of the Revolving Credit Lenders which have funded their respective Pro Rata Shares of average daily Aggregate Commitment for such requested Revolving Loanquarter, the Applicable Unused Commitment Rate for such quarter shall be allocated among the rate in the column designated ">50%" in the table in Section 2.11(a). If the Average Daily Outstandings in a quarter are less than or equal to 50% of the average daily Aggregate Commitment for such performing Revolving Credit Lenders ratably based upon their relative Commitmentsquarter, and the Applicable Unused Commitment Rate for such quarter shall be calculated based upon the rate in the column designated "<50%" in such table. Each Bank (including Bank One) shall be entitled to a share of the Unused Commitment Fee in the proportion that (x) such Bank's average daily Unused Commitment for such quarter (or portion thereof) bears to (y) the average amount by daily aggregate Unused Commitments of all Banks for such quarter (or portion thereof). If the Unused Commitment Fee is being computed for less than a full quarter, the number used in clause (D) above shall be computed on a daily basis for the number of days for which the aggregate applicable Commitments fee is being computed. The Unused Commitment Fee shall continue to be payable during the Term Out Period. All accrued Unused Commitment Fees shall be payable on the effective date of such performing Revolving Credit Lenders exceeds the sum of (1) the outstanding principal amount any termination of the Revolving obligations of Banks to make Loans owing to such performing Revolving Credit Lenders, plus (2) the outstanding Reimbursement Obligations owing to such performing Revolving Credit Lenders, plus (3) the aggregate participation interests of such performing Revolving Credit Lenders arising pursuant to Section 2.03(e) with respect to undrawn and outstanding Letters of Credithereunder.

Unused Commitment Fee. The Borrower shall Domestic Borrowers jointly and severally agree to pay to the Funding Administrative Agent, for the account of the Revolving Credit Domestic Lenders, and the Multicurrency Borrowers jointly and severally agree to pay to the Administrative Agent, for the account of the Multicurrency Lenders, in accordance with their each Lender's respective Pro Rata SharesShares of the applicable Credit Facility, a fee (the "Unused Commitment FeeUNUSED COMMITMENT FEE"), in each case accruing from the Closing Date at the rate of one-half of one percent (0.50%) a per annum rate equal to the Applicable Unused Commitment Fee Rate in effect as of the payment date set forth below, on the average amount from time to time by which the Commitments exceed the sum of (i) the outstanding principal amount of Commitment under the Revolving Loans, plus applicable Credit Facility exceeds (ii) an amount equal to the outstanding Reimbursement Obligations, plus Credit Facility Outstandings under such Credit Facility less the Letter of Credit Obligations set forth in CLAUSE (iiic) of the aggregate undrawn face amount definition thereof to the extent included in the determination of all outstanding Letters of CreditCredit Facility Outstandings, for the period commencing on the Effective Closing Date and ending on the Revolving Loan Commitment Termination Date, such the accrued portion of the such fee being payable quarterly(A) monthly, in arrears, commencing with on the first Quarterly Payment Business Day of the immediately succeeding calendar month, commencing on the first such day after the Closing Date following and (B) on the Effective Termination Date. Notwithstanding the foregoing, in the event that any Revolving Credit Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower which such Revolving Credit Lender is obligated to fund under the terms of this Agreement, (I) such Revolving Credit no Defaulting Lender shall not be entitled to any Unused Commitment Fees with respect to its Commitment under the applicable Credit Facility until such failure has been cured Lender ceases to be a Defaulting Lender in accordance with Section 3.02(b)(vi)(B) SECTION 3.02(b)(iv)(B), and (II) until such time, the no Borrower shall be required to pay any Unused Commitment Fee shall accrue in favor of the Revolving Credit Lenders which have funded their respective Pro Rata Shares of such requested Revolving Loan, shall be allocated among such performing Revolving Credit Lenders ratably based upon their relative Commitments, and shall be calculated based upon the average amount by which the aggregate applicable Commitments of such performing Revolving Credit Lenders exceeds the sum of (1) the outstanding principal amount of the Revolving Loans owing to such performing Revolving Credit Lenders, plus (2) the outstanding Reimbursement Obligations owing to such performing Revolving Credit Lenders, plus (3) the aggregate participation interests of such performing Revolving Credit Lenders arising pursuant to Section 2.03(e) Fees with respect to undrawn and outstanding Letters of Creditsuch Credit Facility to such Lender for such period.

Unused Commitment Fee. The Borrower shall pay to the Funding --------------------- Administrative Agent, for the account of the Revolving Credit Lenders, in accordance with Lenders based on their respective Pro Rata Shares, a fee (the "Unused Commitment Fee"), accruing --------------------- at the rate of one-half of one percent (0.50%) a per annum rate equal to the then applicable Unused Commitment Fee Percentage on the amount from time to time by which the Commitments exceed the sum of (i) the outstanding principal amount of the Revolving Loans, plus (ii) the outstanding Reimbursement Obligations, plus (iii) the aggregate undrawn face amount of all outstanding Letters of Credit, for the period commencing on the Effective Date and ending on the Revolving Loan Commitment Termination DateUnused Facility, such portion of the fee being payable quarterlymonthly, in arrears, commencing with on the first Quarterly Payment Date following day of the Effective fiscal month next succeeding the Closing Date, and on the first day of each fiscal month thereafter. Notwithstanding the foregoing, in the event that any Revolving Credit Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower which such Revolving Credit Lender is obligated to fund under the terms of this Agreement, (IA) such Revolving Credit Lender shall not be entitled to any portion of the Unused Commitment Fees Fee with respect to its Revolving Credit Commitment until such failure has been cured in accordance with Section 3.02(b)(vi)(B4.2(b)(v)(B) and (IIB) until such time, the -------------------- Unused Commitment Fee shall accrue in favor of the Revolving Credit Lenders which have funded their respective Pro Rata Shares of such requested Revolving Loan, shall be allocated among such performing Revolving Credit Lenders ratably based upon their relative Revolving Credit Commitments, and shall be calculated based upon the average amount by which the aggregate applicable Revolving Credit Commitments of such performing Revolving Credit Lenders exceeds the sum of (1I) the outstanding principal amount of the Revolving Loans owing to such performing Revolving Credit Lenders, plus and (2II) the outstanding Reimbursement Obligations owing to such performing Revolving Credit Lenders, plus and (3III) the aggregate participation interests of such performing Revolving Credit Lenders arising pursuant to Section 2.03(e3.1(e) with -------------- respect to undrawn and outstanding Letters of Credit.

Unused Commitment Fee. The On each Quarterly Date from and after September 30, 2013 and on the Revolving Maturity Date, Borrower shall agrees to pay to the Funding Agent, Administrative Agent for the account of each Revolving Lender (other than the Swingline Lender in its capacity as such) and Term Lender, respectively, in arrears, an unused commitment fee, which shall be equal to the following: (i) For Revolving Lenders, the product of: (A) the daily unused amount of the Revolving Credit LendersLoan Commitment of such Revolving Lender (excluding amounts drawn for these purposes and any amounts drawn as Swingline Loans) for each day during the calendar quarter in which such Quarterly Date or Revolving Maturity Date falls and (B) a rate per annum, in accordance with their respective Pro Rata Sharesfor each such day, a fee (the "Unused Commitment Fee"), accruing at the rate of one-half of one percent (0.50%) per annum on the amount from time to time by which the Commitments exceed the sum of (i) 0.20% if the outstanding principal daily unused amounts of the Revolving Loan Commitments of all Revolving Lenders on such day represents a total Revolving Credit Exposure of all Revolving Lenders equal to or in excess of fifty percent (50%) of the total Revolving Loan Commitments or (ii) 0.25% if the daily unused amounts of the Revolving Loan Commitments of all Revolving Lenders on such day represents a total Revolving Credit Exposure of all Revolving Lenders that is less than fifty percent (50%) of the total Revolving Loan Commitments, and (ii) for Term Lenders, the product of (A) the daily unused amount of the Revolving LoansTerm Loan Commitment of such Lender for each day during the calendar quarter (or partial calendar quarter) in which such Quarterly Date falls during the six (6) month period following the Effective Date, plus and (B) a rate per annum, for each such day, of (i) 0.20% if the daily unused amounts of the Term Loan Commitments of all Term Lenders during such period represent a total Term Credit Exposure of all Term Lenders equal to or in excess of fifty percent (50%) of the total Term Loan Commitments and (ii) 0.25% if the outstanding Reimbursement Obligations, plus (iii) daily unused amounts of the aggregate undrawn face amount Term Loan Commitments of all outstanding Letters Term Lenders on such day represent a total Term Credit Exposure of Credit, for all Term Lenders that is less than fifty percent (50%) of the period commencing total Term Loan Commitments. All unused commitment fees shall begin to accrue on the Effective Date and ending shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing unused commitment fees, the Revolving Loan Commitment Termination Date, such portion or Term Loan Commitment of a Lender shall be deemed to be used to the extent of the fee being payable quarterly, in arrears, commencing with the first Quarterly Payment Date following the Effective Date. Notwithstanding the foregoing, in the event that any Revolving Credit Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower which such Revolving Credit Lender is obligated to fund under the terms of this Agreement, (I) such Revolving Credit Lender shall not be entitled to any Unused Commitment Fees with respect to its Commitment until such failure has been cured in accordance with Section 3.02(b)(vi)(B) and (II) until such time, the Unused Commitment Fee shall accrue in favor of the Revolving Credit Lenders which have funded their respective Pro Rata Shares of such requested Revolving Loan, shall be allocated among such performing Revolving Credit Lenders ratably based upon their relative Commitments, and shall be calculated based upon the average amount by which the aggregate applicable Commitments of such performing Revolving Credit Lenders exceeds the sum of (1) the outstanding principal amount of the Revolving Loans owing to such performing Revolving Credit Lenders, plus (2) the outstanding Reimbursement Obligations owing to such performing Revolving Credit Lenders, plus (3) the aggregate participation interests of such performing Revolving Credit Lenders arising pursuant to Section 2.03(e) with respect to undrawn and outstanding Letters of Credit) or Term Loans of such Lender, respectively.

Unused Commitment Fee. The During the time, from time to time, that the Borrower fails to maintain an Investment Grade Credit Rating, the Borrower shall pay to the Funding Payment and Disbursement Agent, for the account of the Revolving Credit Lenders, in accordance with Lenders based on their respective Pro Rata Shares, a fee (the "Unused Commitment Fee"), accruing at the rate of one-half of one percent (0.50%) a per annum rate equal to the then applicable Unused Commitment Fee Percentage on the amount from time to time by which the Commitments exceed the sum of (i) the outstanding principal amount of the Revolving Loans, plus (ii) the outstanding Reimbursement Obligations, plus (iii) the aggregate undrawn face amount of all outstanding Letters of Credit, for the period commencing on the Effective Date and ending on the Revolving Loan Commitment Termination DateUnused Facility, such portion of the fee being payable quarterly, in arrearsar rears, commencing with on the first Quarterly Payment Date following day of the Effective Datefiscal quarter next succeeding the date that the Borrower fails to maintain an Investment Grade Credit Rating and on the first day of each fiscal quarter thereafter, until the Borrower regains an Investment Grade Credit Rating; provided, however, that in the event that the Borrower regains an Investment Grade Credit Rating during any fiscal quarter, the Unused Commitment Fee shall be payable only for the portion of such fiscal quarter during which Borrower failed to maintain an Investment Grade Credit Rating. Notwithstanding the foregoing, in the event that any Revolving Credit Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower which such Revolving Credit Lender is obligated to fund under the terms of this Agreement, (IA) such Revolving Credit Lender shall not be entitled to any portion of the Unused Commitment Fees Fee with respect to its Revolving Credit Commitment until such failure has been cured in accordance with Section 3.02(b)(vi)(B4.2(b)(v)(B) and (IIB) until such time, the Unused Commitment Fee shall accrue in favor of the Revolving Credit Lenders which have funded their respective Pro Rata Shares of such requested Revolving Loan, shall be allocated among such performing Revolving Credit Lenders ratably based upon their relative Revolving Credit Commitments, and shall be calculated based upon the average amount by which the aggregate applicable Revolving Credit Commitments of such performing Revolving Credit Lenders exceeds the sum of (1I) the outstanding principal amount of the Revolving Loans owing to such performing Revolving Credit Lenders, plus and (2II) the outstanding Reimbursement Obligations owing to such performing Revolving Credit Lenders, plus and (3III) the aggregate participation interests inter ests of such performing Revolving Credit Lenders arising pursuant to Section 2.03(e3.1(e) with respect to undrawn and outstanding Letters of Credit.

Unused Commitment Fee. The Borrower shall pay to the Funding --------------------- Administrative Agent, for the account of the Revolving Credit Lenders, in accordance with Lenders based on their respective Pro Rata Shares, a fee (the "Unused Commitment Fee"), --------------------- accruing at the rate of one-half of one percent (0.50%) a per annum rate equal to the then applicable Unused Commitment Fee Percentage on the amount from time to time by which the Commitments exceed the sum of (i) the outstanding principal amount of the Revolving Loans, plus (ii) the outstanding Reimbursement Obligations, plus (iii) the aggregate undrawn face amount of all outstanding Letters of Credit, for the period commencing on the Effective Date and ending on the Revolving Loan Commitment Termination DateUnused Facility, such portion of the fee being payable quarterlymonthly, in arrears, commencing with on the first Quarterly Payment Date following day of the Effective fiscal month next succeeding the Closing Date, and on the first day of each fiscal month thereafter. Notwithstanding the foregoing, in the event that any Revolving Credit Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower which such Revolving Credit Lender is obligated to fund under the terms of this Agreement, (IA) such Revolving Credit Lender shall not be entitled to any portion of the Unused Commitment Fees Fee with respect to its Revolving Credit Commitment until such failure has been cured in accordance with Section 3.02(b)(vi)(B4.2(b)(v)(B) and (IIB) until such time, the Unused -------------------- --- Commitment Fee shall accrue in favor of the Revolving Credit Lenders which have funded their respective Pro Rata Shares of such requested Revolving Loan, shall be allocated among such performing Revolving Credit Lenders ratably based upon their relative Revolving Credit Commitments, and shall be calculated based upon the average amount by which the aggregate applicable Revolving Credit Commitments of such performing Revolving Credit Lenders exceeds the sum of (1I) the outstanding principal amount of the Revolving Loans owing to such performing Revolving Credit Lenders, plus and (2II) the outstanding Reimbursement Obligations owing to such performing Revolving Credit Lenders, plus and (3III) the aggregate participation interests of such performing Revolving Credit Lenders arising pursuant to Section 2.03(e3.1(e) with respect to -------------- undrawn and outstanding Letters of Credit.

Unused Commitment Fee. The Borrower Borrowers shall pay to the Funding Agent, Administrative Agent a fee (the “Unused Commitment Fee”) for the account of the Revolving Credit Lenders, each Lender in accordance with their respective Pro Rata Shares, a fee (the "Unused Commitment Fee"), accruing at the rate of one-half of one percent (0.50%) per annum on the an amount from time to time by which the Commitments exceed the sum of equal to: (i) the outstanding principal amount average daily balance of the Revolving LoansCommitment of such Lender during the respective period for which the Unused Commitment Fee is being determined (the “Average Total Commitment”), plus less (ii) the sum of, without duplication, (x) the average daily balance of all Loans held by such Lender (provided, that the aggregate amount of Swing Line Loans outstanding Reimbursement Obligationsshall be deemed to be zero for purposes of calculating the Unused Commitment Fee) plus (y) the average daily amount of LC Obligations held by such Lender, plus in each case, during the respective period for which the Unused Commitment Fee is being determined (the Average Total Commitment less the amount provided in this clause (ii) above, the “Average Utilization”); (iii) multiplied by the aggregate undrawn face amount of all outstanding Letters of CreditApplicable Commitment Fee Percentage; provided, for that (x) to the period commencing on extent the Effective Date and ending on the foregoing relate to any Commitments other than Initial Revolving Loan Commitments (and related outstandings), the Applicable Commitment Termination Date, Fee Percentage applicable thereto shall be subject to modification as agreed by the respective Lenders providing such portion Commitments and as notified by them to the Administrative Agent at the time of the fee being payable quarterlyestablishment thereof, in arrears, commencing with the first Quarterly Payment Date following the Effective Date. Notwithstanding the foregoing, in the event that any Revolving Credit Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower which such Revolving Credit Lender is obligated to fund under the terms of this Agreement, (I) such Revolving Credit Lender shall not be entitled to any Unused Commitment Fees with respect to its Commitment until such failure has been cured in accordance with Section 3.02(b)(vi)(B) and (IIy) until such time, the no Unused Commitment Fee shall accrue in favor on any of the Revolving Credit Lenders which have funded their respective Pro Rata Shares Commitments of a Defaulting Lender so long as such requested Revolving Loan, Lender shall be allocated among such performing Revolving Credit Lenders ratably based upon their relative Commitments, and shall a Defaulting Lender. The total fee paid by the Borrowers under this Section 4.10(b) will be calculated based upon the average amount by which the aggregate applicable Commitments of such performing Revolving Credit Lenders exceeds equal to the sum of (1) the outstanding principal amount all of the Revolving Loans owing fees due to such performing Revolving Credit the Lenders, plus (2. Such fee shall be payable quarterly in arrears on the last Business Day of the first calendar quarter ended following the date hereof and the last Business Day of each calendar quarter thereafter. The Unused Commitment Fee provided in this Section 4.10(b) shall accrue at all times from and after the outstanding Reimbursement Obligations owing to such performing Revolving Credit Lenders, plus (3) the aggregate participation interests of such performing Revolving Credit Lenders arising pursuant to Section 2.03(e) with respect to undrawn and outstanding Letters of CreditEffective Date.

Unused Commitment Fee. The Accruing from the Closing Date until the Maturity Date of the Revolving Term Facility, the Borrower shall agrees to pay to the Funding Agent, Administrative Agent for the account of the each Revolving Credit Lenders, in accordance with their respective Term Lender according to its Pro Rata SharesShare, a nonrefundable unused commitment fee (the "each an “Unused Commitment Fee"), accruing at ”) equal to the rate of one-half of one percent Unused Commitment Fee Rate (0.50%) per annum computed on the basis of a year of 360 days, as the case may be, and actual days elapsed) multiplied by the average daily difference between the amount from time to time by which the Commitments exceed the sum of (i) the outstanding principal amount of the Aggregate Revolving Loans, plus Term Commitment Amount and (ii) the outstanding Reimbursement ObligationsRevolving Term Facility Usage; provided, plus (iii) however, that any Unused Commitment Fee accrued with respect to the aggregate undrawn face amount Revolving Term Commitment of all outstanding Letters of Credit, for a Defaulting Lender during the period commencing on prior to the Effective Date time such Lender became a Defaulting Lender and ending on the Revolving Loan Commitment Termination Date, unpaid at such portion of the fee being time shall not be payable quarterly, in arrears, commencing with the first Quarterly Payment Date following the Effective Date. Notwithstanding the foregoing, in the event that any Revolving Credit Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower which so long as such Revolving Credit Lender is obligated to fund under the terms of this Agreement, (I) such Revolving Credit Lender shall not be entitled a Defaulting Lender except to any the extent that such Unused Commitment Fees with respect Fee shall otherwise have been due and payable by the Borrower prior to its Commitment until such failure has been cured in accordance with Section 3.02(b)(vi)(B) and (II) until such time, the ; and provided further that no Unused Commitment Fee shall accrue in favor of the Revolving Credit Lenders which have funded their respective Pro Rata Shares of such requested Revolving Loan, shall be allocated among such performing Revolving Credit Lenders ratably based upon their relative Commitments, and shall be calculated based upon the average amount by which the aggregate applicable Commitments of such performing Revolving Credit Lenders exceeds the sum of (1) the outstanding principal amount of the Revolving Loans owing to such performing Revolving Credit Lenders, plus (2) the outstanding Reimbursement Obligations owing to such performing Revolving Credit Lenders, plus (3) the aggregate participation interests of such performing Revolving Credit Lenders arising pursuant to Section 2.03(e) with respect to undrawn and outstanding Letters the Revolving Term Commitment of Credita Defaulting Lender so long as such Lender shall be a Defaulting Lender. Subject to the provisos in the directly preceding sentence, all Unused Commitment Fees shall be payable on each Interest Payment Date in arrears through the last day of the immediately preceding calendar month.

Unused Commitment Fee. The Borrower Borrowers shall pay to the Funding Agent, for the account of the Revolving Credit LendersLenders entitled thereto, in accordance with their respective Pro Rata Shares, a fee (the "Unused Commitment Fee"), accruing at the rate of one-half the Applicable Commitment Fee Margin on the sum of one percent (0.50%i) per annum on the Term A Loan Commitment then in effect and (ii) the amount from time to time by which the Revolving Loan Commitments exceed the sum of (iA) the outstanding principal amount of the Revolving Loans, plus (iiB) the outstanding Reimbursement Obligations, plus (iiiC) the aggregate undrawn face amount of all outstanding Letters of Credit, for the period commencing on the Effective Date and ending on the Revolving Loan Commitment Termination Date or Term A Commitment Termination Date, as the case may be, such portion of the fee being payable quarterly, in arrears, commencing with the first Quarterly Payment Date following the Effective Date. Notwithstanding the foregoing, in the event that any Revolving Credit Lender fails to fund its Pro Rata Share of any Loan requested by the either Borrower which such Revolving Credit Lender is obligated to fund under the terms of this Agreement, (I) such Revolving Credit Lender shall not be entitled to any Unused Commitment Fees with respect to its Revolving Loan Commitment until such failure has been cured in accordance with Section 3.02(b)(vi)(B) and (II) until such time, the Unused Commitment Fee shall accrue in favor of the Revolving Credit Lenders which have funded their respective Pro Rata Shares of such requested Revolving Loan, shall be allocated among such performing Revolving Credit Lenders ratably based upon their relative Commitments, and shall be calculated based upon the average amount by which the aggregate applicable Commitments of such performing Revolving Credit Lenders exceeds the sum of (1) the outstanding principal amount of the Revolving Loans owing to such performing Revolving Credit Lenders, plus (2) the outstanding Reimbursement Obligations owing to such performing Revolving Credit Lenders, plus (3) the aggregate participation interests of such performing Revolving Credit Lenders arising pursuant to Section 2.03(e) with respect to undrawn and outstanding Letters of Credit.

Unused Commitment Fee. The Borrower shall pay to the Funding Agent, Administrative Agent for the account of the Revolving Credit LendersLenders an unused commitment fee, from the date of this Agreement in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender, in accordance with their respective Pro Rata Shareseach case until the Termination Date, a fee (payable in arrears monthly on the "Unused Commitment Fee")first day of each month, accruing commencing May 1, 1999, and on the Termination Date, at the rate of one-half of one percent (0.50%) .50% per annum on the amount from time average daily Unused Commitment of such Lender or, if aggregate Advances exceed 50% of the Commitments, .40% per annum PROVIDED, HOWEVER, that any commitment fee accrued with respect to time by which any of the Commitments exceed the sum of (i) the outstanding principal amount of the Revolving Loans, plus (ii) the outstanding Reimbursement Obligations, plus (iii) the aggregate undrawn face amount of all outstanding Letters of Credit, for a Defaulting Lender during the period commencing on prior to the Effective Date time such Lender became a Defaulting Lender and ending on the Revolving Loan Commitment Termination Date, unpaid at such portion of the fee being time shall not be payable quarterly, in arrears, commencing with the first Quarterly Payment Date following the Effective Date. Notwithstanding the foregoing, in the event that any Revolving Credit Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower which so long as such Revolving Credit Lender is obligated to fund under the terms of this Agreement, (I) such Revolving Credit Lender shall not be entitled a Defaulting Lender except to any Unused Commitment Fees with respect the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to its Commitment until such failure has been cured in accordance with Section 3.02(b)(vi)(B) and (II) until such time; and PROVIDED FURTHER, the Unused Commitment Fee HOWEVER, that no commitment fee shall accrue in favor on any of the Revolving Credit Lenders which have funded their respective Pro Rata Shares Commitments of a Defaulting Lender so long as such requested Revolving Loan, Lender shall be allocated among such performing Revolving Credit Lenders ratably based upon their relative Commitments, and shall be calculated based upon the average amount by which the aggregate applicable Commitments of such performing Revolving Credit Lenders exceeds the sum of (1) the outstanding principal amount of the Revolving Loans owing to such performing Revolving Credit Lenders, plus (2) the outstanding Reimbursement Obligations owing to such performing Revolving Credit Lenders, plus (3) the aggregate participation interests of such performing Revolving Credit Lenders arising pursuant to Section 2.03(e) with respect to undrawn and outstanding Letters of Credita Defaulting Lender.

Unused Commitment Fee. (i) The Borrower Borrowers shall pay to the Funding Agent, for the account of the Revolving Credit Lenders, Lenders in accordance with their respective Revolving Loan Pro Rata Shares, a fee (the "Unused Commitment Fee"), accruing at the rate of one-half of one percent (0.50%) per annum on the average daily amount from time to time by which the Revolving Credit Commitments exceed the sum of (iA) the outstanding principal amount of the Revolving Loans, plus PLUS (iiB) the outstanding Reimbursement Obligations, plus PLUS (iiiC) the aggregate undrawn face amount of all outstanding Letters of Credit, for the period commencing on the Effective Date and ending on the Revolving Loan Commitment Credit Termination Date, such portion of the fee Unused Commitment Fee being payable quarterly(I) monthly, in arrears, commencing with on the first Quarterly Payment Date following day of the calendar month next succeeding the Effective Date and (II) on the Revolving Credit Termination Date. . (ii) Notwithstanding the foregoing, in the event that any Revolving Credit Lender fails to fund its Revolving Loan Pro Rata Share of any Revolving Loan requested by the Borrower Borrowers which such Revolving Credit Lender is obligated to fund under the terms of this Agreement, (IA) such Revolving Credit Lender shall not be entitled to any Unused Commitment Fees with respect to its Revolving Credit Commitment until such failure has been cured in accordance with Section 3.02(b)(vi)(BSECTION 4.02(B)(V)(B) and (IIB) until such time, the Unused Commitment Fee shall accrue in favor of the Revolving Credit Lenders which have funded their respective Revolving Loan Pro Rata Shares of such requested Revolving Loan, shall be allocated among such performing Revolving Credit Lenders ratably based upon their relative Revolving Credit Commitments, and shall be calculated based upon the average amount by which the aggregate applicable Revolving Credit Commitments of such performing Revolving Credit Lenders exceeds the sum of (1) the outstanding principal amount of the Revolving Loans owing to such performing Revolving Credit Lenders, plus PLUS (2) the outstanding Reimbursement Obligations owing to such performing Revolving Credit Lenders, plus PLUS (3) the aggregate participation interests of such performing Revolving Credit Lenders arising pursuant to Section 2.03(eSECTION 3.01(E) with respect to undrawn and outstanding Letters of Credit.

Unused Commitment Fee. The In consideration of the commitment made by Lender under this Agreement, commencing on April 1, 2001 and continuing until the Revolving Loan Maturity Date, Borrower shall pay to the Funding Agent, for the account of the Revolving Credit Lenders, in accordance with their respective Pro Rata SharesLender, a quarterly unused commitment fee (the "Unused Commitment Fee"), accruing at the rate of ) equal to one-half quarter of one percent (0.50.25%) per annum on of the average daily amount from time to time by which the Commitments exceed the sum of (i) Maximum Revolving Loan exceeds the outstanding principal amount balance of the Revolving LoansLoan; PROVIDED, plus (ii) the outstanding Reimbursement Obligations, plus (iii) the aggregate undrawn face amount of all outstanding Letters of Credit, for the period commencing on the Effective Date and ending on the Revolving Loan Commitment Termination Date, such portion of the fee being payable quarterly, in arrears, commencing with the first Quarterly Payment Date following the Effective Date. Notwithstanding the foregoing, in the event that any Revolving Credit Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower which such Revolving Credit Lender is obligated to fund under the terms of this Agreement, (I) such Revolving Credit Lender shall not be entitled to any Unused Commitment Fees with respect to its Commitment until such failure has been cured in accordance with Section 3.02(b)(vi)(B) and (II) until such time, the Unused Commitment Fee shall accrue in favor be subject to adjustment as provided below. If, as of the Revolving Credit Lenders which have funded their respective Pro Rata Shares end of any Fiscal Year, Borrower's Consolidated Funded Debt to Consolidated EBITDA Ratio, for the period of such requested Revolving LoanFiscal Year falls within any of the levels listed below, then the Unused Commitment Fee applicable for the next Fiscal Year shall be allocated among adjusted, in the manner set forth below, to the applicable Unused Commitment Fee for such performing Revolving Credit Lenders ratably based upon their relative Commitments, and level listed below: Consolidated Funded Debt Applicable Unused to Consolidated EBITDA Ratio Commitment Fee ---------------------------- -------------- 1.25:1 or greater .250% Less than 1.25:1 but equal to or greater than 0.75:1 .200% Less than 0.75:1 .175% Any change to the applicable Unused Commitment Fee shall be calculated based upon the average amount by which the aggregate applicable Commitments of such performing Revolving Credit Lenders exceeds the sum of (1) the outstanding principal amount become effective as of the Revolving Loans owing first (1st) day of the month after Borrower's delivery to such performing Revolving Credit Lenders, plus (2) Lender of the outstanding Reimbursement Obligations owing financial statements required to such performing Revolving Credit Lenders, plus (3) the aggregate participation interests of such performing Revolving Credit Lenders arising be delivered to Lender pursuant to Section 2.03(e6.1(b) demonstrating to Lender's reasonable satisfaction that a change in the Unused Commitment Fee should occur. Notwithstanding anything to the contrary in the foregoing, if a Default or Event of Default shall have occurred and be continuing on the date that the Commitment Fee would otherwise adjust, then the Unused Commitment Fee shall remain or become two and one-half tenths of one percent (.25%) per annum. The Unused Commitment Fee shall be paid to Lender on (i) the first day of each calendar quarter with respect to undrawn the previous calendar quarter, and outstanding Letters of Credit(ii) the Revolving Loan Maturity Date, with respect to the period from the last full calendar quarter through the Revolving Loan Maturity Date.

Unused Commitment Fee. The Borrower During the Term, the Borrowers shall pay to the Funding Agent, Administrative Agent for the account of the Revolving Credit Lenders, ratably in accordance with proportion to their respective Pro Rata SharesCommitments and with respect to that period of time during any applicable Commitment Fee Quarterly Period for which any such Lender or Lenders had its respective Commitment or Commitments outstanding to the effect that the Unused Commitment Fee shall be duly prorated, a an annual commitment fee (the "Unused Commitment Fee"), accruing at ) in quarterly amounts equal to the rate of one-half of one percent (0.50%) per annum on the amount from time to time by which the Commitments exceed the sum product of (i) the outstanding principal average daily difference during the three (3) month period immediately preceding the due date of the Unused Commitment Fee installment (each such three month period being the "Commitment Fee Quarterly Period") between (A) the aggregate amount of the Revolving LoansCommitments in effect from time to time, plus as such may be increased or decreased from time to time pursuant to the terms of this Agreement, and (B) the Outstanding Balance, multiplied by (ii) twenty-five basis points (.25%) (fifteen basis points (.15%) if the outstanding Reimbursement Obligations, plus resulting amount of (A) less (B) is less than or equal to fifty percent (50%) of the Facility Amount) per annum (in each case based upon a 360 day year) and (iii) the aggregate undrawn face amount actual number of days in such three (3) month period. For purposes of calculating the Unused Commitment Fee hereunder, all outstanding Letters of CreditCredit outstanding during the applicable Commitment Fee Quarterly Period under this Agreement shall be deemed to be drawn. The Unused Commitment Fee shall be payable quarterly, in arrears, on the first Domestic Business Day of each January, April, July, and October during the Term and on the Maturity Date. Notwithstanding the foregoing, (i) the installment of the Unused Commitment Fee payable on January 1, 2006 shall be prorated for the period commencing on the Effective Closing Date and ending on the Revolving Loan Commitment Termination DateDecember 31, such portion of the fee being payable quarterly2005, in arrears, commencing with the first Quarterly Payment Date following the Effective Date. Notwithstanding the foregoing, in the event that any Revolving Credit Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower which such Revolving Credit Lender is obligated to fund under the terms of this Agreement, (I) such Revolving Credit Lender shall not be entitled to any Unused Commitment Fees with respect to its Commitment until such failure has been cured in accordance with Section 3.02(b)(vi)(B) and (IIii) until such time, the installment of the Unused Commitment Fee payable on the Maturity Date shall accrue in favor be prorated for the period commencing on the payment date of the Revolving Credit Lenders which have funded their respective Pro Rata Shares of such requested Revolving Loan, shall be allocated among such performing Revolving Credit Lenders ratably based upon their relative Commitments, and shall be calculated based upon the average amount by which the aggregate applicable Commitments of such performing Revolving Credit Lenders exceeds the sum of (1) the outstanding principal amount last quarterly installment of the Revolving Loans owing to such performing Revolving Credit Lenders, plus (2) Unused Commitment Fee and ending on the outstanding Reimbursement Obligations owing to such performing Revolving Credit Lenders, plus (3) the aggregate participation interests of such performing Revolving Credit Lenders arising pursuant to Section 2.03(e) with respect to undrawn and outstanding Letters of CreditMaturity Date.

Unused Commitment Fee. The During the time, from time to time, that the Borrower fails to maintain an Investment Grade Credit Rating, the Borrower shall pay to the Funding Payment and Disbursement Agent, for the account of the Revolving Credit Lenders, in accordance with Lenders based on their respective Pro Rata Shares, a fee (the "Unused Commitment FeeUNUSED COMMITMENT FEE"), accruing at the rate of one-half of one percent (0.50%) a per annum rate equal to the then applicable Unused Commitment Fee Percentage on the amount from time to time by which the Commitments exceed the sum of (i) the outstanding principal amount of the Revolving Loans, plus (ii) the outstanding Reimbursement Obligations, plus (iii) the aggregate undrawn face amount of all outstanding Letters of Credit, for the period commencing on the Effective Date and ending on the Revolving Loan Commitment Termination DateUnused Facility, such portion of the fee being payable quarterly, in arrears, commencing with on the first Quarterly Payment Date following day of the Effective fiscal quarter next succeeding the date that the Borrower fails to maintain an Investment Grade Credit Rating and on the first day of each fiscal quarter thereafter (and on the Revolving Credit Termination Date, until the Borrower regains an Investment Grade Credit Rating; provided, however, that in the event that the Borrower regains an Investment Grade Credit Rating during any fiscal quarter, the Unused Commitment Fee shall be payable only for the portion of such fiscal quarter during which Borrower failed to maintain an Investment Grade Credit Rating. Notwithstanding the foregoing, in the event that any Revolving Credit Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower which such Revolving Credit Lender is obligated to fund under the terms of this Agreement, (IA) such Revolving Credit Lender shall not be entitled to any portion of the Unused Commitment Fees Fee with respect to its Revolving Credit Commitment until such failure has been cured in accordance with Section 3.02(b)(vi)(BSECTION 4.2(b)(v)(B) and (IIB) until such time, the Unused Commitment Fee shall accrue in favor of the Revolving Credit Lenders which have funded their respective Pro Rata Shares of such requested Revolving Loan, shall be allocated among such performing Revolving Credit Lenders ratably based upon their relative Revolving Credit Commitments, and shall be calculated based upon the average amount by which the aggregate applicable Revolving Credit Commitments of such performing Revolving Credit Lenders exceeds the sum of (1I) the outstanding principal amount of the Revolving Loans owing to such performing Revolving Credit Lenders, plus and (2II) the outstanding Reimbursement Obligations owing to such performing Revolving Credit Lenders, plus and (3III) the aggregate participation interests of such performing Revolving Credit Lenders arising pursuant to Section 2.03(eSECTION 3.1(e) with respect to undrawn and outstanding Letters of Credit.

Unused Commitment Fee. The Borrower shall pay to the Funding Administrative Agent, for the account of the Revolving Credit Lenders, Lenders in accordance with their respective Pro Rata Shares, Shares a fee (the "“Unused Commitment Fee")”) accruing from June 11, accruing 1998 at the rate of one-half of one percent (0.50%) per annum Unused Commitment Fee Rate on the average amount from time to time by which the Revolving Credit Commitments exceed the sum of (i1) the outstanding principal amount of the Revolving Loans, plus (ii2) the outstanding Reimbursement Obligations, plus (iii3) the aggregate undrawn face amount of all outstanding Letters of Credit, for the period commencing on the Effective Date June 11, 1998 and ending on the Revolving Loan Commitment Credit Termination Date, such the accrued portion of the such fee being payable (x) quarterly, in arrears, commencing with on the first Quarterly Payment Date following last Business Day of each calendar quarter and (y) on the Effective Revolving Credit Termination Date. Notwithstanding the foregoing, in the event that any Revolving Credit Lender fails to fund its Pro Rata Share of any Revolving Loan requested by the Borrower Borrowers which such Revolving Credit Lender is obligated to fund under the terms of this Agreementhereof, (I) such Revolving Credit Lender shall not be entitled to any Unused Commitment Fees with respect to its Revolving Commitment until such failure has been cured in accordance with Section 3.02(b)(vi)(B3.2(b)(v)(B) and (II) until such time, the Borrowers shall not be required to pay any Unused Commitment Fee shall accrue in favor of the Revolving Credit Lenders which have funded their respective Pro Rata Shares of such requested Revolving Loan, shall be allocated among such performing Revolving Credit Lenders ratably based upon their relative Commitments, and shall be calculated based upon the average amount by which the aggregate Fees applicable Commitments of such performing Revolving Credit Lenders exceeds the sum of (1) the outstanding principal amount of the Revolving Loans owing to such performing Revolving Credit Lenders, plus (2) the outstanding Reimbursement Obligations owing Commitment to such performing Revolving Credit Lenders, plus (3) the aggregate participation interests of Lender for such performing Revolving Credit Lenders arising pursuant to Section 2.03(e) with respect to undrawn and outstanding Letters of Creditperiod.

Unused Commitment Fee. The Borrower shall pay to the Funding Agent, for the account of the Revolving Credit Lenders, in accordance with their respective Pro Rata Shares, Bank a fee (the "Unused Commitment Fee"), accruing at the rate of equal to one-half of one fifth percent (0.500.20%) per annum (computed on the basis of a 360-day year, actual days elapsed) on the average daily unused amount from time to time of the Line of Credit, which fee shall be calculated on a quarterly basis by which the Commitments exceed the sum of Bank and shall be due and payable by Borrower in arrears (i) on July 1, 2011 for the outstanding principal amount of period from the Revolving LoansClosing Date to and including June 30, plus 2011 and (ii) on October 1, 2011 and each January 1, April 1, July 1 and October 1 occurring thereafter, in each case, for the outstanding Reimbursement Obligationsquarterly period ending on the day immediately preceding such date. 4. This Amendment shall constitute Borrower’s election under Section 2.5 of the Credit Agreement to increase the Line of Credit Commitment, plus and Borrower represents and warrants to Bank that all conditions to such increase set forth in Section 2.5 of the Credit Agreement have as of the date hereof been satisfied. Section 2.5 of the Credit Agreement is deleted in its entirety, without substitution, upon the effectiveness of this Amendment. 5. The obligation of Bank to amend the terms and conditions of the Credit Agreement as provided herein, is subject to the fulfillment to Bank’s satisfaction of all of the following conditions by no later than March 10, 2015: (a) Bank shall have received, in form and substance satisfactory to Bank, each of the following, duly executed: (i) This Amendment. (ii) The Amended and Restated Line of Credit Note. (iii) Guarantor’s Consent and Reaffirmation attached hereto. (iv) Corporate Resolution: Borrowing. (v) Corporate Resolution: Continuing Guaranty. (vi) Such other documents as Bank may require under any other section of this Amendment. (b) In addition to Borrower’s obligations under the aggregate undrawn face Credit Agreement and the other Loan Documents, Borrower shall have paid to Bank the full amount of all outstanding Letters costs and expenses, including reasonable attorneys’ fees (including the allocated costs of CreditBank’s in-house counsel) expended or incurred by Bank in connection with the negotiation and preparation of this Amendment, for which Bank has made demand. (c) The representations and warranties contained in the period commencing on the Effective Date Credit Agreement and ending on the Revolving Loan Commitment Termination Date, such portion in each of the fee being payable quarterlyother Loan Documents shall be true on and as of the date of the signing of this Amendment, with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in arrearswhich case they shall have been true and correct as of such earlier date, commencing with and except that the first Quarterly Payment Date following representations and warranties contained in Section 3.5 of the Effective Date. Notwithstanding Credit Agreement shall be deemed to refer to the foregoing, most recent financial statements furnished pursuant to Section 5.3 of the Credit Agreement. (d) No Default shall exist as of the date of this Amendment or immediately before or immediately after giving effect to the increase in the event that any Revolving Credit Lender fails to fund its Pro Rata Share of any Loan requested by Commitment set forth in Section 1 hereof. 6. Upon the Borrower which such Revolving Credit Lender is obligated to fund under the terms effectiveness of this Agreement, (I) such Revolving Credit Lender shall not be entitled to any Unused Commitment Fees with respect to its Commitment until such failure has been cured Amendment in accordance with Section 3.02(b)(vi)(B) and (II) until such time5 hereof, the Unused Commitment Fee shall accrue in favor of the Revolving Credit Lenders which have funded their respective Pro Rata Shares of such requested Revolving Loan, shall be allocated among such performing Revolving Credit Lenders ratably based upon their relative Commitments, and shall be calculated based upon the average amount by which the aggregate applicable Commitments of such performing Revolving Credit Lenders exceeds the sum of (1) the outstanding principal amount of the Revolving Loans owing to such performing Revolving Credit Lenders, plus (2) the outstanding Reimbursement Obligations owing to such performing Revolving Credit Lenders, plus (3) the aggregate participation interests of such performing Revolving Credit Lenders arising pursuant to Section 2.03(e) Availability Increase Effective Date with respect to undrawn the increase in the Commitment set forth in Section 1 hereof shall be March 10, 2015. Bank and outstanding Letters Borrower agree that, with respect to the increase in the Commitment effected hereby, delivery of Creditthis Amendment shall satisfy the requirements of Section 2.5(b)(iv) of the Credit Agreement. 7. Except as specifically provided herein, all terms and conditions of the Credit Agreement remain in full force and effect, without waiver or modification. All terms defined in the Credit Agreement shall have the same meaning when used in this Amendment. This Amendment and the Credit Agreement shall be read together, as one document. This Amendment is a Loan Document. 8. Borrower hereby remakes all representations and warranties contained in the Credit Agreement and reaffirms all covenants set forth therein. Borrower further certifies that as of the date of this Amendment there exists no Default. 9. This Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original, and all of which when taken together shall constitute one and the same Amendment.

Unused Commitment Fee. The Borrower Borrowers shall pay to the Funding Agent, Administrative Agent a fee (the “Unused Commitment Fee”) for the account of the Revolving Credit Lenders, each Lender in accordance with their respective Pro Rata Shares, a fee (the "Unused Commitment Fee"), accruing at the rate of one-half of one percent (0.50%) per annum on the an amount from time to time by which the Commitments exceed the sum of equal to: (i) the outstanding principal amount average daily balance of the Revolving LoansCommitment of such Lender during the respective period for which the Unused Commitment Fee is being determined (the “Average Total Commitment”), plus less (ii) the sum of, without duplication, (x) the average daily balance of all Loans held by such Lender (provided, that the aggregate amount of Swing Line Loans outstanding Reimbursement Obligationsshall be deemed to be zero for purposes of calculating the Unused Commitment Fee) plus (y) the average daily amount of LC Obligations held by such Lender, plus in each case, during the respective period for which the Unused Commitment AMERICAS 94977503 Fee is being determined (the Average Total Commitment less the amount provided in this clause (ii) above, the “Average Utilization”); (iii) multiplied by the aggregate undrawn face amount of all outstanding Letters of CreditApplicable Commitment Fee Percentage; provided, for that (x) to the period commencing on extent the Effective Date and ending on the foregoing relate to any Commitments other than Initial Revolving Loan Commitments (and related outstandings), the Applicable Commitment Termination Date, Fee Percentage applicable thereto shall be subject to modification as agreed by the respective Lenders providing such portion Commitments and as notified by them to the Administrative Agent at the time of the fee being payable quarterlyestablishment thereof, in arrears, commencing with the first Quarterly Payment Date following the Effective Date. Notwithstanding the foregoing, in the event that any Revolving Credit Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower which such Revolving Credit Lender is obligated to fund under the terms of this Agreement, (I) such Revolving Credit Lender shall not be entitled to any Unused Commitment Fees with respect to its Commitment until such failure has been cured in accordance with Section 3.02(b)(vi)(B) and (IIy) until such time, the no Unused Commitment Fee shall accrue in favor on any of the Revolving Credit Lenders which have funded their respective Pro Rata Shares Commitments of a Defaulting Lender so long as such requested Revolving Loan, Lender shall be allocated among such performing Revolving Credit Lenders ratably based upon their relative Commitments, and shall a Defaulting Lender. The total fee paid by the Borrowers under this Section 4.10(b) will be calculated based upon the average amount by which the aggregate applicable Commitments of such performing Revolving Credit Lenders exceeds equal to the sum of (1) the outstanding principal amount all of the Revolving Loans owing fees due to such performing Revolving Credit the Lenders, plus (2. Such fee shall be payable quarterly in arrears on the last Business Day of the first calendar quarter ended following the date hereof and the last Business Day of each calendar quarter thereafter. The Unused Commitment Fee provided in this Section 4.10(b) shall accrue at all times from and after the outstanding Reimbursement Obligations owing to such performing Revolving Credit Lenders, plus (3) the aggregate participation interests of such performing Revolving Credit Lenders arising pursuant to Section 2.03(e) with respect to undrawn and outstanding Letters of CreditEffective Date.

Unused Commitment Fee. The During the time, from time to time, that the Borrower fails to maintain an Investment Grade Credit Rating, the Borrower shall pay to the Funding Payment and Disbursement Agent, for the account of the Revolving Credit Lenders, in accordance with Lenders based on their respective Pro Rata Shares, a fee (the "Unused Commitment Fee"), accruing at the rate of one-half of one percent (0.50%) a per annum rate equal to the then applicable Unused Commitment Fee Percentage on the amount from time to time by which the Commitments exceed the sum of (i) the outstanding principal amount of the Revolving Loans, plus (ii) the outstanding Reimbursement Obligations, plus (iii) the aggregate undrawn face amount of all outstanding Letters of Credit, for the period commencing on the Effective Date and ending on the Revolving Loan Commitment Termination DateUnused Facility, such portion of the fee being payable quarterly, in arrears, commencing with on the first Quarterly Payment Date following day of the Effective Datefiscal quarter next succeeding the date that the Borrower fails to maintain an Investment Grade Credit Rating and on the first day of each fiscal quarter thereafter, until the Borrower regains an Investment Grade Credit Rating; provided, however, that in the event that the Borrower regains an Investment Grade Credit Rating during any fiscal quarter, the Unused Commitment Fee shall be payable only for the portion of such fiscal quarter during which Borrower failed to maintain an Investment Grade Credit Rating. Notwithstanding the foregoing, in the event that any Revolving Credit Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower which such Revolving Credit Lender is obligated to fund under the terms of this Agreement, (IA) such Revolving Credit Lender shall not be entitled to any portion of the Unused Commitment Fees Fee with respect to its Revolving Credit Commitment until such failure has been cured in accordance with Section 3.02(b)(vi)(B4.2(b)(v)(B) and (IIB) until such time, the Unused Commitment Fee shall accrue in favor of the Revolving Credit Lenders which have funded their respective Pro Rata Shares of such requested Revolving Loan, shall be allocated among such performing Revolving Credit Lenders ratably based upon their relative Revolving Credit Commitments, and shall be calculated based upon the average amount by which the aggregate applicable Revolving Credit Commitments of such performing Revolving Credit Lenders exceeds the sum of (1I) the outstanding principal amount of the Revolving Loans owing to such performing Revolving Credit Lenders, plus and (2II) the outstanding Reimbursement Obligations owing to such performing Revolving Credit Lenders, plus and (3III) the aggregate participation interests of such performing Revolving Credit Lenders arising pursuant to Section 2.03(e3.1(e) with respect to undrawn and outstanding Letters of Credit.

Unused Commitment Fee. The Borrower shall pay to the Funding Agent, for the account of the Revolving Credit LendersLenders entitled thereto, in accordance with their respective Pro Rata Shares, a fee (the "Unused Commitment Fee"), accruing at the rate of one-half of one percent (0.50%) per annum the Applicable Commitment Fee Margin on the amount from time to time by which the Commitments exceed the sum of (i) the outstanding principal amount of the Revolving Loans, plus (ii) the outstanding Reimbursement Obligations, plus (iii) the aggregate undrawn face amount of all outstanding Letters of Credit, for the period commencing on the Effective Date and ending on the Revolving Loan Commitment Termination Date, such portion of the fee being payable quarterly, in arrears, commencing with the first Quarterly Payment Date following the Effective Date. Notwithstanding the foregoing, in the event that any Revolving Credit Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower which such Revolving Credit Lender is obligated to fund under the terms of this Agreement, (I) such Revolving Credit Lender shall not be entitled to any Unused Commitment Fees with respect to its Commitment until such failure has been cured in accordance with Section 3.02(b)(vi)(B) and (II) until such time, the Unused Commitment Fee shall accrue in favor of the Revolving Credit Lenders which have funded their respective Pro Rata Shares of such requested Revolving Loan, shall be allocated among such performing Revolving Credit Lenders ratably based upon their relative Commitments, and shall be calculated based upon the average amount by which the aggregate applicable Commitments of such performing Revolving Credit Lenders exceeds the sum of (1) the outstanding principal amount of the Revolving Loans owing to such performing Revolving Credit Lenders, plus (2) the outstanding Reimbursement Obligations owing to such performing Revolving Credit Lenders, plus (3) the aggregate participation interests of such performing Revolving Credit Lenders arising pursuant to Section 2.03(e) with respect to undrawn and outstanding Letters of Credit.

Unused Commitment Fee. The Borrower In addition to the payments provided for in Section 3 and subject to Section 2.12(a)(iii), the Borrowers shall pay to (a) the Funding Administrative Agent, for the account of each Lender, or (b) if directed by the Revolving Credit LendersAdministrative Agent at such times as there is only one (1) Lender, in accordance with their respective Pro Rata Sharessuch Lender at its Lending Office, a an unused commitment fee (the "an “Unused Commitment Fee"”) which shall accrue at a rate per annum equal to the product of: (i) the average daily difference during the immediately preceding calendar month between (A) such Lender’s Commitment and (B) such Xxxxxx’s outstanding Principal Obligation during such calendar month (the “Unused Commitment”), accruing and (ii), (I) at any time that the rate aggregate Unused Commitment is less than or equal to thirty percent (30%) of one-half the Maximum Commitment, forty basis points (0.40%) per annum, (II) at any time that the aggregate Unused Commitment is greater than thirty percent (30%) but less than or equal to fifty percent (50%) of one percent the Maximum Commitment, fifty basis points (0.50%) per annum on and (III) at any time that the amount from time to time by which the Commitments exceed the sum of aggregate Unused Commitment exceeds fifty percent (i50%) the outstanding principal amount of the Revolving LoansMaximum Commitment, plus one hundred basis points (ii1.00%) the outstanding Reimbursement Obligations, plus (iii) the aggregate undrawn face amount of all outstanding Letters of Credit, for the period commencing on the Effective Date and ending on the Revolving Loan Commitment Termination Date, such portion of the fee being payable quarterly, in arrears, commencing with the first Quarterly Payment Date following the Effective Dateper annum. Notwithstanding the foregoing, in the event that any Revolving Credit Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower which such Revolving Credit Lender is obligated to fund under the terms of this Agreement, (I) such Revolving Credit Lender shall not be entitled to any Unused Commitment Fees with respect to its Commitment until such failure has been cured in accordance with Section 3.02(b)(vi)(B) and (II) until such time, the The Unused Commitment Fee shall accrue be payable in favor arrears on the applicable Settlement Date of each month for the Revolving Credit preceding calendar month. The Borrowers and the Lenders which have funded their respective Pro Rata Shares of such requested Revolving Loan, shall be allocated among such performing Revolving Credit acknowledge and agree that the Unused Commitment Fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to the Lenders ratably based upon their relative Commitments, for committing to make funds available to the Borrowers as described herein and shall be calculated based upon the average amount by which the aggregate applicable Commitments of such performing Revolving Credit Lenders exceeds the sum of (1) the outstanding principal amount of the Revolving Loans owing to such performing Revolving Credit Lenders, plus (2) the outstanding Reimbursement Obligations owing to such performing Revolving Credit Lenders, plus (3) the aggregate participation interests of such performing Revolving Credit Lenders arising pursuant to Section 2.03(e) with respect to undrawn and outstanding Letters of Creditfor no other purposes.

Unused Commitment Fee. (i) The Borrower Borrowers shall pay to the Funding Agent, for the account of the Revolving Credit Lenders, Lenders in accordance with their respective Pro Rata Shares, a fee (the "Unused Commitment Fee"), accruing at the rate of one-half of one percent (0.50%) per annum on the average daily amount from time to time by which the Revolving Credit Commitments exceed the sum of (iA) the outstanding principal amount of the Revolving Loans, plus (iiB) the outstanding Reimbursement Obligations, plus (iiiC) the aggregate undrawn face amount of all outstanding Letters of Credit, for the period commencing on the Effective Date and ending on the Revolving Loan Commitment Credit Termination Date, such portion of the fee Unused Commitment Fee being payable quarterly(I) monthly, in arrears, commencing with on the first Quarterly Payment Date following day of the calendar month next succeeding the Effective Date and (II) on the Revolving Credit Termination Date. . (ii) Notwithstanding the foregoing, in the event that any Revolving Credit Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower Borrowers which such Revolving Credit Lender is obligated to fund under the terms of this Agreement, (IA) such Revolving Credit Lender shall not be entitled to any Unused Commitment Fees with respect to its Revolving Credit Commitment until such failure has been cured in accordance with Section 3.02(b)(vi)(B4.02(b)(v)(B) and (IIB) until such time, the Unused Commitment Fee shall accrue in favor of the Revolving Credit Lenders which have funded their respective Pro Rata Shares of such requested Revolving Loan, shall be allocated among such performing Revolving Credit Lenders ratably based upon their relative Revolving Credit Commitments, and shall be calculated based upon the average amount by which the aggregate applicable Revolving Credit Commitments of such performing Revolving Credit Lenders exceeds the sum of (1) the outstanding principal amount of the Revolving Loans owing to such performing Revolving Credit Lenders, plus (2) the outstanding Reimbursement Obligations owing to such performing Revolving Credit Lenders, plus (3) the aggregate participation interests of such performing Revolving Credit Lenders arising pursuant to Section 2.03(e3.01(e) with respect to undrawn and outstanding Letters of Credit.

Unused Commitment Fee. The Borrower shall pay to the Funding Agent, for the account of the Revolving Credit Lenders, in accordance with their respective Pro Rata Shares, --------------------- Bank a fee (the "Unused Commitment Fee"), accruing at the rate of equal to one-half of one eighth quarter percent (0.500.125%) per annum (computed on the amount from time to time by which basis of a 360-day year, actual days elapsed) on the Commitments exceed the sum of (i) the outstanding principal average daily unused amount of the Revolving Loans, plus (ii) the outstanding Reimbursement Obligations, plus (iii) the aggregate undrawn face amount of all outstanding Letters Line of Credit, for the period commencing on the Effective Date and ending on the Revolving Loan Commitment Termination Date, such portion of the which fee being payable quarterly, in arrears, commencing with the first Quarterly Payment Date following the Effective Date. Notwithstanding the foregoing, in the event that any Revolving Credit Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower which such Revolving Credit Lender is obligated to fund under the terms of this Agreement, (I) such Revolving Credit Lender shall not be entitled to any Unused Commitment Fees with respect to its Commitment until such failure has been cured in accordance with Section 3.02(b)(vi)(B) and (II) until such time, the Unused Commitment Fee shall accrue in favor of the Revolving Credit Lenders which have funded their respective Pro Rata Shares of such requested Revolving Loan, shall be allocated among such performing Revolving Credit Lenders ratably based upon their relative Commitments, calculated on a quarterly basis by Bank and shall be calculated based upon due and payable by Borrower in arrears on each March 31, June 30, September 30 and December 31." 5. Paragraph V.9. is hereby deleted in its entirety, without substitution, 6. Except as specifically provided herein, all terms and conditions of the average amount by Agreement remain in full force and effect, without waiver or modification. All terms defined in the Agreement shall have the same meaning when used herein. This Amendment and the Agreement shall be read together, as one document. 7. Borrower hereby remakes all representations and warranties contained in the Agreement and reaffirms all covenants set forth therein. Borrower further certifies that as of the date of Xxxxxxxx's acknowledgment set forth below there exists no default or defined event of default under the Agreement or any promissory note or other contract, instrument or document executed in connection therewith, nor any condition, act or event which with the aggregate applicable Commitments giving of notice or the passage of time or both would constitute such performing Revolving Credit Lenders exceeds a default or defined event of default. Your acknowledgment of this Amendment shall constitute acceptance of the foregoing terms and conditions. Sincerely, XXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Xxxx Xxx ------------------ Xxxx Xxx Vice President Acknowledged and accepted as of 3/29/02: ------- INTERLINKS ELECTRONICS, INC. By: /s/ [ILLEGIBLE] ---------------- Title: CFO ------------ EXHIBIT A XXXXX FARGO BANK REVOLVING LINE OF CREDIT NOTE -------------------------------------------------------------------------------- $5,000,000.00 Woodland Hills, California April 1, 2002 FOR VALUE RECEIVED, the undersigned Interlink Electronics, Inc. ("Borrower") promises to pay to the order of XXXXX FARGO BANK, NATIONAL ASSOCIATION ("Bank") at its office at Warner Ranch RCBO, 0000 Xxxxxxx Xxx Xxxx Xxx 000, Xxxxxxxx Xxxxx, XX 00000, or at such other place as the holder hereof may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of (1) $5,000,000.00, or so much thereof as may be advanced and be outstanding, with interest thereon, to be computed on each advance from the outstanding principal amount date of the Revolving Loans owing to such performing Revolving Credit Lenders, plus (2) the outstanding Reimbursement Obligations owing to such performing Revolving Credit Lenders, plus (3) the aggregate participation interests of such performing Revolving Credit Lenders arising pursuant to Section 2.03(e) with respect to undrawn and outstanding Letters of Creditits disbursement as set forth herein.

Unused Commitment Fee. The Borrower shall Domestic Borrowers jointly and severally agree to pay to the Funding Administrative Agent, for the account of the Revolving Credit Domestic Lenders, and the Multicurrency Borrowers jointly and severally agree to pay to the Administrative Agent, for the account of the Multicurrency Lender, in accordance with their each Lender’s respective Pro Rata SharesShares of the applicable Credit Facility, a fee (the "“Unused Commitment Fee"”), in each case accruing from the Closing Date at the rate of one-half of one percent (0.50%) a per annum rate equal to the Applicable Unused Commitment Fee Rate in effect as of the payment date set forth below, on the average amount from time to time by which the Commitments exceed the sum of (i) the outstanding principal amount of Commitment under the Revolving Loans, plus applicable Credit Facility exceeds (ii) an amount equal to the outstanding Reimbursement Obligations, plus Credit Facility Outstandings under such Credit Facility less the Letter of Credit Obligations set forth in clause (iiic) of the aggregate undrawn face amount definition thereof to the extent included in the determination of all outstanding Letters of CreditCredit Facility Outstandings, for the period commencing on the Effective Closing Date and ending on the Revolving Loan Commitment Termination Date, such the accrued portion of the such fee being payable quarterly(A) monthly, in arrears, commencing with on the first Quarterly Payment Business Day of the immediately succeeding calendar month, commencing on the first such day after the Closing Date following and (B) on the Effective Termination Date; provided, that subsequent to the date on which the Domestic Lenders fund their participations in the Multicurrency Facility, the Unused Commitment Fee on the Multicurrency Facility shall be ratably distributed among the Domestic Lenders to the extent of their funded participations. Notwithstanding the foregoing, in the event that any Revolving Credit Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower which such Revolving Credit Lender is obligated to fund under the terms of this Agreement, (I) such Revolving Credit no Defaulting Lender shall not be entitled to any Unused Commitment Fees with respect to its Commitment under the applicable Credit Facility until such failure has been cured Lender ceases to be a Defaulting Lender in accordance with Section 3.02(b)(vi)(B) 3.02(b)(iv)(B), and (II) until such time, the no Borrower shall be required to pay any Unused Commitment Fee shall accrue in favor of the Revolving Credit Lenders which have funded their respective Pro Rata Shares of such requested Revolving Loan, shall be allocated among such performing Revolving Credit Lenders ratably based upon their relative Commitments, and shall be calculated based upon the average amount by which the aggregate applicable Commitments of such performing Revolving Credit Lenders exceeds the sum of (1) the outstanding principal amount of the Revolving Loans owing to such performing Revolving Credit Lenders, plus (2) the outstanding Reimbursement Obligations owing to such performing Revolving Credit Lenders, plus (3) the aggregate participation interests of such performing Revolving Credit Lenders arising pursuant to Section 2.03(e) Fees with respect to undrawn and outstanding Letters of Creditsuch Credit Facility to such Lender for such period.

Unused Commitment Fee. (i) The Borrower Borrowers shall pay to the Funding Agent, for the account of the Revolving Credit Lenders, Lenders in accordance with their respective Pro Rata Shares, a fee (the "Unused Commitment Fee"), accruing at the rate of one-half of one percent (0.50%) per annum on the average daily amount from time to time by which the Revolving Credit Commitments exceed the sum of (iA) the outstanding principal amount of the Revolving Loans, plus (iiB) the outstanding Reimbursement Obligations, plus (iiiC) the aggregate undrawn face amount of all outstanding Letters of Credit, for the period commencing on the Effective Date and ending on the Revolving Loan Commitment Credit Termination Date, such portion of the fee Unused Commitment Fee being payable quarterly(I) monthly, in arrears, commencing with on the first Quarterly Payment Date following day of the calendar month next succeeding the Effective Date and (II) on the Revolving Credit Termination Date. . (ii) Notwithstanding the foregoing, in the event that any Revolving Credit Lender fails to fund its Pro Rata Share of any Revolving Loan requested by the Borrower Borrowers which such Revolving Credit Lender is obligated to fund under the terms of this Agreement, (IA) such Revolving Credit Lender shall not be entitled to any Unused Commitment Fees with respect to its Revolving Credit Commitment until such failure has been cured in accordance with Section 3.02(b)(vi)(B4.02(b)(v)(B) and (IIB) until such time, the Unused Commitment Fee shall accrue in favor of the Revolving Credit Lenders which have funded their respective Pro Rata Shares of such requested Revolving Loan, shall be allocated among such performing Revolving Credit Lenders ratably based upon their relative Revolving Credit Commitments, and shall be calculated based upon the average amount by which the aggregate applicable Revolving Credit Commitments of such performing Revolving Credit Lenders exceeds the sum of (1) the outstanding principal amount of the Revolving Loans owing to such performing Revolving Credit Lenders, plus (2) the outstanding Reimbursement Obligations owing to such performing Revolving Credit Lenders, plus (3) the aggregate participation interests of such performing Revolving Credit Lenders arising pursuant to Section 2.03(e3.01(e) with respect to undrawn and outstanding Letters of Credit.

Unused Commitment Fee. The Borrower shall agrees to pay to the Funding Agent, Agent for the account of the Revolving Credit Lenders, in accordance with their respective Pro Rata Shares, a each Lender an unused commitment fee (the "“Unused Commitment Fee")”) from the Agreement Execution Date to and including the Maturity Date, accruing calculated at the applicable rate of one-half of one percent (0.50%) per annum set forth in the table appearing in Section 2.6 hereof on the amount from time daily unborrowed portion of such Lender’s Stated Commitment (which is equal to time by which the Commitments exceed the sum of difference between (ia) such Lender’s Stated Commitment on such day and (b) the then outstanding principal amount Loans owed to such Lender plus the Lender’s Percentage of the Revolving Loans, plus (ii) the any outstanding Reimbursement Obligations, plus (iii) the aggregate and undrawn face amount of all outstanding Facility Letters of Credit, for the period commencing ) payable quarterly in arrears on the Effective Date first day of each calendar quarter hereafter and ending on the Revolving Loan Commitment Termination Maturity Date, such . Amounts outstanding under the Swingline Loans shall be considered part of the available unborrowed portion of the fee being payable quarterly, in arrears, commencing with Facility for purposes of computing the first Quarterly Payment Date following the Effective DateUnused Fee. Notwithstanding the foregoing, all accrued Unused Fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Loans hereunder. Notwithstanding anything to the contrary contained herein, for any calendar quarter in which the average daily Allocated Facility Amount is less than or equal to thirty percent (30%) of the Aggregate Commitment for that quarter, the applicable rate per annum for the Unused Fee set forth in the event that any Revolving Credit Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower which such Revolving Credit Lender is obligated to fund under the terms of this Agreement, (I) such Revolving Credit Lender shall not be entitled to any Unused Commitment Fees with respect to its Commitment until such failure has been cured table appearing in accordance with Section 3.02(b)(vi)(B) and (II) until such time, the Unused Commitment Fee shall accrue in favor of the Revolving Credit Lenders which have funded their respective Pro Rata Shares of such requested Revolving Loan, 2.6 hereof shall be allocated among such performing Revolving Credit Lenders ratably based upon their relative Commitments, increased by and shall be calculated based upon the average amount by which the aggregate applicable Commitments of such performing Revolving Credit Lenders exceeds the sum of (1) the outstanding principal amount of the Revolving Loans owing to such performing Revolving Credit Lenders, plus (2) the outstanding Reimbursement Obligations owing to such performing Revolving Credit Lenders, plus (3) the aggregate participation interests of such performing Revolving Credit Lenders arising pursuant to Section 2.03(e) with respect to undrawn and outstanding Letters of Creditadditional 0.15 percent.

Unused Commitment Fee. The Borrower shall pay to the Funding --------------------- Administrative Agent, for the account of the Revolving Credit Lenders, Lenders in accordance with their respective Pro Rata Shares, Shares a fee (the "Unused Commitment Fee"), ) accruing from the Merger Funding Date at the rate of one-half of one percent (0.50%) per annum Unused Commitment Fee Rate on the average amount from time to time by which the Revolving Credit Commitments exceed the sum of (i1) the outstanding principal amount of the Revolving Loans, plus (ii2) the outstanding Reimbursement ---- Obligations, plus (iii3) the aggregate undrawn face amount of all outstanding ---- Letters of Credit, for the period commencing on the Effective Merger Funding Date and ending on the Revolving Loan Commitment Credit Termination Date, such the accrued portion of the such fee being payable (x) quarterly, in arrears, commencing with on each three month anniversary of the first Quarterly Payment Merger Funding Date following Funding and (y) on the Effective Revolving Credit Termination Date. Notwithstanding the foregoing, in the event that any Revolving Credit Lender fails to fund its Pro Rata Share of any Revolving Loan requested by the Borrower Borrowers which such Revolving Credit Lender is obligated to fund under the terms of this Agreementhereof, (I) such Revolving Credit Lender shall not be entitled to any Unused Commitment Fees with respect to its Revolving Commitment until such failure has been cured in accordance with Section 3.02(b)(vi)(B3.02(b)(v)(B) and (II) until such time, --------------------- the Borrowers shall not be required to pay any Unused Commitment Fee shall accrue in favor of the Revolving Credit Lenders which have funded their respective Pro Rata Shares of such requested Revolving Loan, shall be allocated among such performing Revolving Credit Lenders ratably based upon their relative Commitments, and shall be calculated based upon the average amount by which the aggregate Fees applicable Commitments of such performing Revolving Credit Lenders exceeds the sum of (1) the outstanding principal amount of the Revolving Loans owing to such performing Revolving Credit Lenders, plus (2) the outstanding Reimbursement Obligations owing Commitment to such performing Revolving Credit Lenders, plus (3) the aggregate participation interests of Lender for such performing Revolving Credit Lenders arising pursuant to Section 2.03(e) with respect to undrawn and outstanding Letters of Creditperiod.

Unused Commitment Fee. The Borrower During the Term, the Borrowers shall pay to the Funding Agent, Administrative Agent for the account of the Revolving Credit Lenders, ratably in accordance with proportion to their respective Pro Rata SharesCommitments and with respect to that period of time during any applicable Commitment Fee Quarterly Period for which any such Lender or Lenders had its respective Commitment or Commitments outstanding to the effect that the Unused Commitment Fee shall be duly prorated, a an annual commitment fee (the "“Unused Commitment Fee"), accruing at ”) in quarterly amounts equal to the rate of one-half of one percent (0.50%) per annum on the amount from time to time by which the Commitments exceed the sum product of (i) the outstanding principal average daily difference during the three (3) month period immediately preceding the due date of the Unused Commitment Fee installment (each such three month period being the “Commitment Fee Quarterly Period”) between (A) the aggregate amount of the Revolving LoansCommitments in effect from time to time, plus as such may be increased or decreased from time to time pursuant to the terms of this Agreement, and (B) the Outstanding Balance, multiplied by (ii) thirty basis points (.30%) (or fifteen basis points (.15%) if the outstanding Reimbursement Obligations, plus resulting amount of (A) less (B) is less than fifty percent (50%) of the Facility Amount) per annum (in each case based upon a 360 day year) and (iii) the aggregate undrawn face amount actual number of days in such three (3) month period. For purposes of calculating the Unused Commitment Fee hereunder, all outstanding Letters of CreditCredit outstanding during the applicable Commitment Fee Quarterly Period under this Agreement shall be deemed to be drawn. The Unused Commitment Fee shall be payable quarterly, in arrears, on the first Domestic Business Day of each January, April, July, and October during the Term and on the Maturity Date, commencing January 1, 2007. Notwithstanding the foregoing, (i) the installment of the Unused Commitment Fee payable on January 1, 2007 shall be determined for the period commencing on the Effective Closing Date and ending on the Revolving Loan Commitment Termination DateDecember 31, such portion of the fee being payable quarterly2006, in arrears, commencing with the first Quarterly Payment Date following the Effective Date. Notwithstanding the foregoing, in the event that any Revolving Credit Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower which such Revolving Credit Lender is obligated to fund under the terms of this Agreement, (I) such Revolving Credit Lender shall not be entitled to any Unused Commitment Fees with respect to its Commitment until such failure has been cured in accordance with Section 3.02(b)(vi)(B) and (IIii) until such time, the installment of the Unused Commitment Fee payable on the Maturity Date shall accrue in favor be prorated for the period commencing on the payment date of the Revolving Credit Lenders which have funded their respective Pro Rata Shares of such requested Revolving Loan, shall be allocated among such performing Revolving Credit Lenders ratably based upon their relative Commitments, and shall be calculated based upon the average amount by which the aggregate applicable Commitments of such performing Revolving Credit Lenders exceeds the sum of (1) the outstanding principal amount last quarterly installment of the Revolving Loans owing to such performing Revolving Credit Lenders, plus (2) Unused Commitment Fee and ending on the outstanding Reimbursement Obligations owing to such performing Revolving Credit Lenders, plus (3) the aggregate participation interests of such performing Revolving Credit Lenders arising pursuant to Section 2.03(e) with respect to undrawn and outstanding Letters of CreditMaturity Date.

Unused Commitment Fee. The Borrower Company agrees to pay the Lender on each March 31, June 30, September 30 and December 31 (with the first payment being due on June 30, 2020) and on each date on which the Commitment of the Lender to make Revolving Loans shall be reduced or terminated as provided herein, an unused commitment fee (the “Unused Commitment Fee”), at a rate per annum equal to 0.35% of the actual daily difference between (i) the aggregate amount of such Commitment and (ii) the aggregate principal amount of all outstanding Revolving Loans (it being understood that if the Lender’s Commitment is terminated or reduced in full or in part pursuant to Section 1(b), the Company shall pay to the Funding AgentLender, for on the account date of each reduction or termination of the Revolving Credit LendersCommitment, in accordance with their respective Pro Rata Shares, a fee (the "Unused Commitment Fee"), accruing at the rate of one-half of one percent (0.50%) per annum Fee on the amount from time to time by which the Commitments exceed the sum of (i) the outstanding principal amount of the Revolving LoansCommitment terminated or reduced accrued through the date of such termination or reduction). The Unused Commitment Fee shall be computed on the basis of the actual number of days elapsed in a year of 365 or 366 days, plus (ii) as the outstanding Reimbursement Obligationscase may be, plus (iii) and payable in arrears. The Unused Commitment Fee due to the aggregate undrawn face amount of all outstanding Letters of Credit, for the period commencing Lender shall commence to accrue on the Effective Date and ending on shall cease to accrue upon the Revolving Loan Commitment Termination Date, such portion termination in full of the fee being payable quarterly, in arrears, commencing with Commitment of the first Quarterly Payment Date following the Effective DateLender to make Revolving Loans. Notwithstanding the foregoing, in the event that any Revolving Credit Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower which such Revolving Credit Lender is obligated to fund under the terms provision of this AgreementAgreement to the contrary, (I) such Revolving Credit if the Lender shall not be entitled to any Unused Commitment Fees with respect to its Commitment until such failure has been cured in accordance with Section 3.02(b)(vi)(B) and (II) until such timebecomes a Defaulting Lender, then the Unused Commitment Fee shall cease to accrue in favor on the unfunded portion of its Commitment hereunder. The Lender shall become a “Defaulting Lender” hereunder once it (a) has failed, within three Business Days of the date required to be funded or paid, to fund any portion of its Revolving Credit Lenders which have funded their respective Pro Rata Shares Loans, unless such Lender notifies the Company in writing that such failure is the result of the Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Company in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on the Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied), (c) has failed, within three Business Days after written request by the Company made in good faith to provide a certification in writing from an authorized officer of the Lender that it will comply with its obligations to fund prospective Revolving Loans, unless the Lender has notified the Company in writing that such failure is the result of the Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon the Company’s receipt of such requested Revolving Loancertification in form and substance reasonably satisfactory to it, shall be allocated among such performing Revolving Credit Lenders ratably based upon their relative Commitments, and shall be calculated based upon or (d) has become the average amount by which the aggregate applicable Commitments subject of such performing Revolving Credit Lenders exceeds the sum of (1) the outstanding principal amount of the Revolving Loans owing to such performing Revolving Credit Lenders, plus (2) the outstanding Reimbursement Obligations owing to such performing Revolving Credit Lenders, plus (3) the aggregate participation interests of such performing Revolving Credit Lenders arising pursuant to Section 2.03(e) with respect to undrawn and outstanding Letters of Credita Bankruptcy Event or a Bail-In Action.

Unused Commitment Fee. The Accruing from the Closing Date until the Maturity Date, the Borrower shall agrees to pay to the Funding Agent, Administrative Agent for the account of the each Revolving Credit Lenders, in accordance with their respective Lender according to its Pro Rata SharesShare, a nonrefundable unused commitment fee (the "each an “Unused Commitment Fee"”) equal to (i) in the case of each Revolving Lender (other than the Swing Line Lender), accruing at the rate of one-half of one percent Applicable Unused Commitment Fee Rate (0.50%) per annum computed on the amount from time to time basis of a year of 360 days, as the case may be, and actual days elapsed) multiplied by which the average daily result of (1) the Revolving Commitments exceed minus (2) the sum of (i) the outstanding principal amount of Revolving Loans and the Revolving Loans, plus (ii) the outstanding Reimbursement Obligations, plus (iii) the aggregate undrawn face amount of all outstanding Letters of Credit, for and (ii) in the case of the Swing Line Lender, the Applicable Unused Commitment Fee Rate (computed on the basis of a year of 360 days as the case may be, and actual days elapsed) multiplied by the average daily difference between the amount of (1) the Revolving Commitments and (2) Revolving Credit Facility Usage; provided, further, that any Unused Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period commencing on prior to the Effective Date time such Lender became a Defaulting Lender and ending on the Revolving Loan Commitment Termination Date, unpaid at such portion of the fee being time shall not be payable quarterly, in arrears, commencing with the first Quarterly Payment Date following the Effective Date. Notwithstanding the foregoing, in the event that any Revolving Credit Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower which so long as such Revolving Credit Lender is obligated to fund under the terms of this Agreement, (I) such Revolving Credit Lender shall not be entitled a Defaulting Lender except to any the extent that such Unused Commitment Fees with respect Fee shall otherwise have been due and payable by the Borrower prior to its Commitment until such failure has been cured in accordance with Section 3.02(b)(vi)(B) and (II) until such time, the ; and provided further that no Unused Commitment Fee shall accrue in favor of the Revolving Credit Lenders which have funded their respective Pro Rata Shares of such requested Revolving Loan, shall be allocated among such performing Revolving Credit Lenders ratably based upon their relative Commitments, and shall be calculated based upon the average amount by which the aggregate applicable Commitments of such performing Revolving Credit Lenders exceeds the sum of (1) the outstanding principal amount of the Revolving Loans owing to such performing Revolving Credit Lenders, plus (2) the outstanding Reimbursement Obligations owing to such performing Revolving Credit Lenders, plus (3) the aggregate participation interests of such performing Revolving Credit Lenders arising pursuant to Section 2.03(e) with respect to undrawn and outstanding Letters the Revolving Commitment of Credita Defaulting Lender so long as such Lender shall be a Defaulting Lender. Subject to the provisos in the directly preceding sentence, all Unused Commitment Fees shall be payable in arrears on each Interest Payment Date.

Unused Commitment Fee. The Borrower shall agrees to pay to the Funding Agent, Agent for the account of each Bank an Unused Commitment Fee, at a rate per annum equal to the Revolving Credit LendersApplicable Unused Commitment Rate, calculated on the basis of a 360-day year in accordance with their respective Pro Rata Sharesthis Section from the date hereof and to and including the Facility Maturity Date, a fee (and payable quarterly in arrears as of the "first day of each January, April, July and October hereafter and on the Facility Maturity Date. The Unused Commitment Fee"Fee shall be due and payable within ten (10) days after Borrower's receipt of a statement therefor from Agent. For each quarter (or portion thereof), accruing at the rate of one-half of one percent (0.50%) per annum on the amount from time to time by which the Commitments exceed the sum of (i) the outstanding principal amount of the Revolving Loans, plus (ii) the outstanding Reimbursement Obligations, plus (iii) the aggregate undrawn face amount of all outstanding Letters of Credit, for the period commencing on the Effective Date and ending on the Revolving Loan Commitment Termination Date, such portion of the fee being payable quarterly, in arrears, commencing with the first Quarterly Payment Date following the Effective Date. Notwithstanding the foregoing, in the event that any Revolving Credit Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower which such Revolving Credit Lender is obligated to fund under the terms of this Agreement, (I) such Revolving Credit Lender shall not be entitled to any Unused Commitment Fees with respect to its Commitment until such failure has been cured in accordance with Section 3.02(b)(vi)(B) and (II) until such time, the Unused Commitment Fee shall accrue in favor of be equal to (A) such Bank's average daily Commitment during such quarter (or portion thereof) minus (B) such Bank's "average daily outstandings" for the Revolving Credit Lenders which have funded their respective Pro Rata Shares of such requested Revolving Loan, shall be allocated among such performing Revolving Credit Lenders ratably based upon their relative Commitments, and shall be calculated based upon the average amount by which the aggregate applicable Commitments of such performing Revolving Credit Lenders exceeds the sum of quarter (1) the outstanding principal amount of the Revolving Loans owing to such performing Revolving Credit Lenders, plus (2) the outstanding Reimbursement Obligations owing to such performing Revolving Credit Lenders, plus (3) the aggregate participation interests of such performing Revolving Credit Lenders arising pursuant to Section 2.03(eor portion thereof) with respect to undrawn which the Unused Commitment Fee is being computed, with the resulting difference (the difference is hereinafter referred to as the "Unused Commitment") multiplied by (C) the Applicable Unused Commitment Rate, and outstanding Letters the final product multiplied by (D) the quotient obtained by dividing the actual number of Creditdays elapsed during the quarter by three hundred sixty (360); PROVIDED, HOWEVER, that during the first five hundred forty (540) day period following the date of this Agreement, the Unused Commitment Fee shall be equal to the amount calculated as follows if (i) Borrower has not reduced the Aggregate Commitment in accordance with Section 2.5 (d), (ii) Borrower has used Public Indebtedness permitted by clause (x) (b) of Section 8.2 and not any Advances or other funds to pay, redeem and retire all of the Old Senior Notes in full, and (iii) no Unmatured Event of Default or Event of Default exists: (A) the Unused Commitment multiplied by (B) (i) .05% if the Unused Commitment is less than or equal to such Banks' ratable share of $40,000,000.00 (in proportion to the ratio that its Commitment bears to the Aggregate Commitment), or (ii) if the Unused Commitment is greater than such Banks' ratable share of $40,000,000.00 (in proportion to the ratio that its Commitment bears to the Aggregate Commitment), then by .05% with respect to the Bank's ratable share of $40,000,000.00 (in proportion to the ratio that its Commitment bears to the Aggregate Commitment) and by the Applicable Unused Commitment Rate with respect to the difference between the Unused Commitment and the Bank's ratable share of $40,000,000.00 (in proportion to the ratio that its Commitment bears to the Aggregate Commitment), and the final product multiplied by (C) the quotient obtained by dividing the actual number of days elapsed during the quarter by three hundred sixty (360).

Unused Commitment Fee. The Borrower shall Commencing on the first day of the first calendar month immediately following the Closing Date and continuing on the first Business Day of each and every calendar month thereafter until the Obligations (other than contingent Obligations relating to indemnities that survive repayment of the Loans and termination of the Commitments, so long as no claim has been asserted with respect to any such contingent Obligation) are fully paid and satisfied (and all Letters of Credit have been cancelled and returned to the LC Issuer) and the Revolving Credit Commitments are terminated, Borrowers will jointly and severally pay to the Funding Agent, Agent for the account of the Revolving Credit Lenders, Lenders (ratably in accordance with their respective Pro Rata Shares, Revolving Credit Commitment Percentages) a fee (the "Unused Commitment Fee"), accruing at ) in an amount equal to the rate of one-half of one percent (0.50%) per annum on the amount from time to time result obtained by which the Commitments exceed the sum of multiplying (i) the difference between (a) the Revolving Loan Facility Amount, and (b) the average daily Revolving Loans advanced to Borrowers during the preceding calendar month (or portion thereof during which any portion of the Revolving Loans (including any Interim Advances) was outstanding principal amount or during which this Agreement was in full force and effect) for which the Unused Commitment Fee is being determined by (ii) the result obtained (expressed as a percentage) by multiplying the Applicable Unused Commitment Fee by a fraction, the numerator of which is the sum of days in such calendar month during which this Agreement was in full force and effect (or during which any portion of the Revolving Loans, plus (ii) the outstanding Reimbursement Obligationsincluding any Interim Advances, plus (iii) the aggregate undrawn face amount of all outstanding Letters of Credit, for the period commencing on the Effective Date and ending on the Revolving Loan Commitment Termination Date, such portion of the fee being payable quarterly, in arrears, commencing with the first Quarterly Payment Date following the Effective Date. Notwithstanding the foregoing, in the event that any Revolving Credit Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower which such Revolving Credit Lender is obligated to fund under the terms of this Agreement, (I) such Revolving Credit Lender shall not be entitled to any Unused Commitment Fees with respect to its Commitment until such failure has been cured in accordance with Section 3.02(b)(vi)(Bwas outstanding) and (II) until such time, the Unused Commitment Fee shall accrue in favor denominator of the Revolving Credit Lenders which have funded their respective Pro Rata Shares of such requested Revolving Loan, shall be allocated among such performing Revolving Credit Lenders ratably based upon their relative Commitments, and shall be calculated based upon the average amount by which the aggregate applicable Commitments of such performing Revolving Credit Lenders exceeds the sum of (1) the outstanding principal amount of the Revolving Loans owing to such performing Revolving Credit Lenders, plus (2) the outstanding Reimbursement Obligations owing to such performing Revolving Credit Lenders, plus (3) the aggregate participation interests of such performing Revolving Credit Lenders arising pursuant to Section 2.03(e) with respect to undrawn and outstanding Letters of Creditis 360.