Common use of Applicable Margin Clause in Contracts

Applicable Margin. The Applicable Margin provided for in Section 4.1(a) with respect to the Loans (the "Applicable Margin") shall (i) on the Closing Date equal the percentages set forth in the certificate delivered pursuant to Section 5.2(d) and (ii) for each fiscal quarter thereafter be determined by reference to the Senior Leverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate as follows: Applicable Margin Per Annum --------------------------- Level Senior Leverage Ratio Base Rate LIBOR Rate ----- --------------------- --------- ---------- 1 Greater than 2.5 to 1.00 0.00% 1.25% 2 Greater than 2.0 to 1.00 0.00% 1.00% but less than or equal to 2.5 to 1.00 3 Greater than 1.5 to 1.00 0.00% 0.75% but less than or equal to 2.0 to 1.00 4 Less than or equal to 1.5 to 1.00 0.00% 0.50% Adjustments, if any, in the Applicable Margin shall be made by the Administrative Agent on the tenth (10th) Business Day after receipt by the Administrative Agent of quarterly financial statements for the Borrower and its Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Senior Leverage Ratio of the Borrower and its Subsidiaries as of the most recent fiscal quarter end. Subject to Section 4.1(d), in the event the Borrower fails to deliver such financial statements and certificate within the time required by Section 7.2, the Applicable Margin shall be the highest Applicable Margin set forth above until the delivery of such financial statements and certificate.

Applicable Margin. The Applicable Margin provided for in Section 4.1(a) with With respect to the Loans (the "Applicable Margin") shall (i) on the Closing Date equal the percentages set forth in the certificate delivered pursuant to Section 5.2(d) and (ii) for each fiscal quarter thereafter be determined by reference to the Senior Leverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate as follows: Applicable Margin Per Annum --------------------------- Level Senior Leverage Ratio Base Rate LIBOR Rate ----- --------------------- --------- ---------- 1 Greater than 2.5 to 1.00 0.00% 1.25% 2 Greater than 2.0 to 1.00 0.00% 1.00% but less than or equal to 2.5 to 1.00 3 Greater than 1.5 to 1.00 0.00% 0.75% but less than or equal to 2.0 to 1.00 4 Less than or equal to 1.5 to 1.00 0.00% 0.50% Adjustments, if any, in the Applicable Margin shall be made by the Administrative Agent on the tenth (10th) Business Day after receipt by the Administrative Agent of quarterly financial statements for the Borrower and its Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Senior Leverage Ratio of the Borrower and its Subsidiaries as of the most recent fiscal quarter end. Subject to Section 4.1(d), in the event the Borrower fails to deliver such financial statements and certificate within the time required by Section 7.2any Advance, the Applicable Margin shall be as set forth in a certificate of the highest chief financial officer of the Borrower delivered to the Administrative Agent based upon the Applicable Margin set forth above until Ratio for the delivery most recent fiscal quarter end for which financial statements are furnished by the Borrower to the Administrative Agent and each Bank for the fiscal quarter most recently ended as follows: Applicable Margin Ratio Base Rate Advance LIBOR Advance Applicable Margin Applicable Margin A. Greater than or equal 1.250% 2.500% to 5.50:1 B. Greater than or equal 1.125% 2.375% to 5.00:1, but less than 5.50:1 C. Greater than or equal 0.875% 2.125% to 4.50:1, but less than 5.00:1 D. Greater than or equal 0.625% 1.875% to 4.00:1, but less than 4.50:1 E. Less than 4.00:1 0.250% 1.500% Changes to the Applicable Margin shall be effective (i) with respect to an increase in the Applicable Margin, as of the second (2nd) Business Day after the day on which the financial statements are required to be delivered to the Administrative Agent and the Banks pursuant to Section 6.1 or Section 6.2 hereof, as the case may be; provided, however, if such financial statements are not delivered to the Administrative Agent and certificatethe Banks on or before the date specified in such Section, such increase shall be effective as of the date specified in such Section for delivery of the financial statements, and (ii) with respect to a decrease in the Applicable Margin, as of the later of (A) the second (2nd) Business Day after the day on which such financial statements are required to be delivered pursuant to Section 6.1 or Section 6.2 hereof, as the case may be, and (B) the date on which such financial statements are actually delivered to the Administrative Agent and the Banks. Upon the occurrence and during the continuance of an Event of Default, the Applicable Margins shall not be subject to downward adjustment and shall automatically revert to the Applicable Margins set forth in part A of the above table until such time as such Event of Default is cured or waived.

Applicable Margin. The Applicable Margin Margins shall be subject to ----------------- reduction or increase, as applicable, and as set forth below based upon the percentage that the Borrower's Total Debt bears to the Borrower's Total Capitalization. The adjustment provided for in this Section 4.1(a2.3(h) shall be -------------- effective (i) quarterly, based upon such percentage as of the last day of the immediately preceding fiscal quarter of the Borrower as set forth in the financial statements of the Borrower delivered pursuant to Sections 6.1 and 6.2 ------------ --- hereof, as the case may be, (A) with respect to any increase in the Loans (the "Applicable Margin", commencing as of the second (2nd) shall (i) Business Day after the day on which financial statements are required to be delivered to the Closing Date equal the percentages set forth in the certificate delivered Administrative Agent pursuant to Section 5.2(d6.1 or 6.2 hereof, as the case may be, and (B) with respect ----------- --- to a decrease in the Applicable Margin, commencing as of the later of (1) the second (2nd) Business Day after which such financial statements are required to be delivered to the Administrative Agent pursuant to Sections 6.1 or 6.2 hereof, ------------ --- as the case may be, and (2) the date on which such financial statements are actually delivered to the Administrative Agent, and (ii) for on the date of each fiscal quarter thereafter be determined by reference Revolving Credit Advance hereunder based upon (A) the Borrower's Total Debt after giving effect to such Advance and (B) the Senior Leverage Ratio Borrower's Total Capitalization after giving effect to such Advance and the use of the proceeds thereof as of the end last day of the fiscal quarter calendar month immediately preceding the delivery of the applicable Officer's Compliance Certificate such Advance. The Applicable Margins shall be as follows: Total Debt as a percentage of LIBOR Advance CD Rate Advance Total Capitalization Applicable Margin Per Annum --------------------------- Level Senior Leverage Ratio Base Rate LIBOR Rate ----- --------------------- --------- ---------- 1 Applicable Margin -------------------- ----------------- ----------------- Less than or equal to 20% .170% .270% Greater than 2.5 to 1.00 0.00% 1.25% 2 Greater than 2.0 to 1.00 0.00% 1.00% 20%, but less than or equal to 2.5 to 1.00 3 .215% .315% 30% Greater than 1.5 to 1.00 0.00% 0.75% 30%, but less than or equal to 2.0 to 1.00 4 Less .250% .350% 40% Greater than or equal to 1.5 to 1.00 0.0040% 0.50.350% Adjustments, if any, in the Applicable Margin shall be made by the Administrative Agent on the tenth (10th) Business Day after receipt by the Administrative Agent of quarterly financial statements for the Borrower and its Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Senior Leverage Ratio of the Borrower and its Subsidiaries as of the most recent fiscal quarter end. Subject to Section 4.1(d), in the event the Borrower fails to deliver such financial statements and certificate within the time required by Section 7.2, the Applicable Margin shall be the highest Applicable Margin set forth above until the delivery of such financial statements and certificate..450%

Applicable Margin. The With respect to any Advance under the Term ----------------- Loan Commitment or the Revolving Loan Commitment, the Applicable Margin provided for in Section 4.1(a) with respect to the Loans (the "Applicable Margin") shall (i) on the Closing Date equal the percentages be as set forth in the certificate delivered pursuant to Section 5.2(d) and (ii) for each fiscal quarter thereafter be determined by reference to table set forth below based upon the Senior Leverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate as follows: Applicable Margin Per Annum --------------------------- Level Senior Leverage Ratio Base Rate LIBOR Rate ----- --------------------- --------- ---------- 1 Greater than 2.5 most recently completed calendar quarter. Changes to 1.00 0.00% 1.25% 2 Greater than 2.0 to 1.00 0.00% 1.00% but less than or equal to 2.5 to 1.00 3 Greater than 1.5 to 1.00 0.00% 0.75% but less than or equal to 2.0 to 1.00 4 Less than or equal to 1.5 to 1.00 0.00% 0.50% Adjustments, if any, in the Applicable Margin shall be made by effective as of the Administrative Agent on the tenth second (10th2nd) Business Day after receipt by the day on which the financial statements are required to be delivered to the Administrative Agent of quarterly financial statements for the Borrower and its Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Senior Leverage Ratio of the Borrower and its Subsidiaries as of the most recent fiscal quarter end. Subject Banks pursuant to Section 4.1(d)6.1 hereof; provided, in the event the Borrower fails to deliver -------- that, if such financial statements are not delivered to the Administrative Agent ---- and certificate the Banks within five (5) days after the time required by Section 7.2date specified in such Section, the Leverage Ratio shall be deemed to be greater than 6.00:1, and the Applicable Margin shall be deemed to be the highest Applicable Margin set forth above in the table set forth below, until the delivery of second (2nd) Business Day after the date on which such financial statements are actually delivered to the Administrative Agent and certificate.the Banks. Upon its receipt of such delinquent financial statements, the Administrative Agent shall recalculate the Leverage Ratio and the Applicable Margin by reference to such financial statements, and any change in the Applicable Margin shall be effective as of the second (2nd) Business Day after the Administrative Agent's receipt thereof. the the the Applicable Applicable Applicable Margin for Margin for Margin for If the Base Rate LIBOR CD Rate Leverage Advances Advances Advances Ratio is: then shall be and shall be and shall be -------- ---------- ---------- ---------- Greater than 6.00:1 1.375% 2.375% 2.500% Greater than 5.50:1, but less than or equal to 6.00:1 1.125% 2.125% 2.250% Greater than 5.00:1, but less than or equal to 5.50:1 0.875% 1.875% 2.000% Greater than 4.50:1, but less than or equal to 5.00:1 0.625% 1.625% 1.750% Greater than 4.00:1, but less than or equal to 4.50:1 0.375% 1.375% 1.500% Less than or equal to 4.00:1 0% 1.125% 1.250%

Applicable Margin. The Applicable Margin provided for in Section 4.1(a) with respect to the Loans (the "Applicable Margin") shall (i) on the Closing Date equal the percentages be Level II set forth in the certificate below table during the period commencing with the Closing Date and ending on the date that the Borrower’s financial statements are delivered to the Administrative Agent pursuant to Section 5.2(d5.1(b) and (ii) for each fiscal quarter thereafter be determined by reference to the Senior Leverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate as follows: Applicable Margin Per Annum --------------------------- Level Senior Leverage Ratio Base Rate LIBOR Rate ----- --------------------- --------- ---------- 1 Greater than 2.5 to 1.00 0.00% 1.25% 2 Greater than 2.0 to 1.00 0.00% 1.00% but less than or equal to 2.5 to 1.00 3 Greater than 1.5 to 1.00 0.00% 0.75% but less than or equal to 2.0 to 1.00 4 Less than or equal to 1.5 to 1.00 0.00% 0.50% Adjustments, if any, in the Applicable Margin shall be made by the Administrative Agent on the tenth (10th) Business Day after receipt by the Administrative Agent of quarterly financial statements hereof for the Borrower and its Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Senior Leverage Ratio of the Borrower and its Subsidiaries as of the most recent fiscal quarter endending September 30, 2010. Subject to Section 4.1(d), in the event the Borrower fails to deliver such financial statements and certificate within the time required by Section 7.2Thereafter, the Applicable Margin shall be determined based upon the highest Leverage Ratio, as set forth in the table below, as of the most recent date of determination. For purposes of the foregoing, (i) the Leverage Ratio shall be determined as of the end of each Fiscal Quarter and set forth in the Compliance Certificate delivered to the Administrative Agent pursuant to Section 5.1(c) and (ii) any increase or decrease in the Applicable Margin set forth above resulting from a change in the Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 5.1(c); provided that if a Compliance Certificate is not delivered when due in accordance with Section 5.1(c), then Level IV shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered until such time as such Compliance Certificate is delivered, whereupon the delivery Applicable Margin shall be determined as if such Compliance Certificate had been timely delivered, and shall be effective as of the first Business Day immediately following the date such financial statements and certificate.Compliance Certificate is delivered: I < 1.00:1.00 2.50 % 1.50 % 0.45 % II > 1.00:1.00 but < 1.50:1.00 2.75 % 1.75 % 0.50 % III > 1.50:1.00 but < 2.00:1.00 3.00 % 2.00 % 0.50 % IV > 2.00:1.00 3.25 % 2.25 % 0.50 %

Applicable Margin. The Applicable Margin provided for in Section 4.1(a) with respect to the Loans (the "Applicable Margin") shall (i) on the Closing Date equal the percentages set forth in the certificate delivered pursuant to Section 5.2(d5.2(d)(iv) and (ii) for each fiscal quarter thereafter be determined by reference to the Senior Leverage Unencumbered Asset Coverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate as follows: Applicable Margin Per Annum --------------------------- Level Senior Leverage Unencumbered Asset Coverage Ratio Base Rate + LIBOR Rate ----- --------------------- --------- ---------- 1 Greater + --------------------------------- ------------------------------------------- Equal to or greater than 2.5 6.67 to 1.00 0.000.000% 1.250.90% 2 Greater Equal to or greater than 2.0 3.33 to 1.00 0.000.000% 1.001.20% but less than or equal to 2.5 6.67 to 1.00 3 Greater Less than 1.5 3.33 to 1.00 0.000.000% 0.75% but less than or equal to 2.0 to 1.00 4 Less than or equal to 1.5 to 1.00 0.00% 0.501.60% Adjustments, if any, in the Applicable Margin as determined herein shall be made by the Administrative Agent on the tenth (10th) Business Day after receipt by the Administrative Agent of quarterly financial statements for the Borrower Borrowers and its their Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Senior Leverage Unencumbered Asset Coverage Ratio of the Borrower Borrowers and its their Subsidiaries as of the most recent fiscal quarter end. Subject to Section 4.1(d), in the event the Borrower fails Borrowers fail to deliver such financial statements and certificate within the time required by Section 7.27.2 hereof, the Applicable Margin shall be the highest Applicable Margin set forth above until the delivery of such financial statements and certificate.

Applicable Margin. The From and after the date of this Agreement (and unless and until the Borrower and/or Parent obtains an Investment Grade Rating and Borrower elects to have the Applicable Margin provided determined pursuant to subparagraph (b) below), the Applicable Margin for in Section 4.1(a) with respect LIBOR Rate Loans and Base Rate Loans shall be a percentage per annum as set forth below based on the ratio of the Consolidated Total Indebtedness to the Loans (the "Applicable Margin") shall (i) on the Closing Date Consolidated Total Asset Value: 1 Less than or equal the percentages set forth in the certificate delivered pursuant to Section 5.2(d) and (ii) for each fiscal quarter thereafter be determined by reference to the Senior Leverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate as follows: Applicable Margin Per Annum --------------------------- Level Senior Leverage Ratio Base Rate LIBOR Rate ----- --------------------- --------- ---------- 1 Greater than 2.5 to 1.00 0.0045% 1.251.50 % 0.50 % 1.45 % 0.45 % 2 Greater than 2.0 to 1.00 0.00% 1.0045% but less than or equal to 2.5 to 1.00 50% 1.75 % 0.75 % 1.70 % 0.70 % 3 Greater than 1.5 to 1.00 0.00% 0.7550% but less than or equal to 2.0 to 55% 2.00 % 1.00 % 1.95 % 0.95 % 4 Less Greater than or equal to 1.5 to 1.00 0.0055% 0.502.25 % Adjustments, if any, in the 1.25 % 2.20 % 1.20 % The initial Applicable Margin shall be made by at Pricing Level 2. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the Administrative Agent on the tenth first (10th1st) Business Day after receipt following the delivery by Parent to the Administrative Agent of the Compliance Certificate at the end of a calendar quarter. In the event that Parent shall fail to deliver to the Agent a quarterly financial statements for Compliance Certificate on or before the Borrower and its Subsidiaries date required by §7.4(c), then without limiting any other rights of the Agent and the accompanying Officer's Compliance Certificate setting forth the Senior Leverage Ratio of the Borrower and its Subsidiaries as of the most recent fiscal quarter end. Subject to Section 4.1(d), in the event the Borrower fails to deliver such financial statements and certificate within the time required by Section 7.2Lenders under this Agreement, the Applicable Margin shall be at Pricing Level 4 until such failure is cured within any applicable cure period, in which event the highest Applicable Margin set forth above until shall adjust, if necessary, on the delivery first (1st) Business Day following receipt of such Compliance Certificate. In the event that the Agent and Parent determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and certificatesuch inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) Parent shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within five (5) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.

Applicable Margin. The From and after the Amendment Effective Date (and unless and until the Borrower and/or Parent obtains an Investment Grade Rating and Borrower elects to have the Applicable Margin provided determined pursuant to subparagraph (b) below), the Applicable Margin for in Section 4.1(a) with respect LIBOR Rate Loans and Base Rate Loans shall be a percentage per annum as set forth below based on the ratio of the Consolidated Total Indebtedness to the Loans (the "Applicable Margin") shall (i) on the Closing Date Consolidated Total Asset Value: 1 Less than or equal the percentages set forth in the certificate delivered pursuant to Section 5.2(d) and (ii) for each fiscal quarter thereafter be determined by reference to the Senior Leverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate as follows: Applicable Margin Per Annum --------------------------- Level Senior Leverage Ratio Base Rate LIBOR Rate ----- --------------------- --------- ---------- 1 Greater than 2.5 to 1.00 0.0040% 1.35% 0.35% 1.25% 0.25% 2 Greater than 2.0 to 1.00 0.00% 1.0040% but less than or equal to 2.5 to 1.00 45% 1.40% 0.40% 1.35% 0.35% 3 Greater than 1.5 to 1.00 0.00% 0.7545% but less than or equal to 2.0 to 1.00 50% 1.65% 0.65% 1.60% 0.60% 4 Less Greater than 50% but less than or equal to 1.5 to 1.00 0.0055% 0.501.90% Adjustments, if any, in 0.90% 1.85% 0.85% 5 Greater than 55% 2.15% 1.15% 2.10% 1.10% The Applicable Margin as of the Amendment Effective Date shall be at Pricing Level 3. The Applicable Margin shall not be made by adjusted based upon such ratio, if at all, until the Administrative Agent on the tenth first (10th1st) Business Day after receipt following the delivery by Parent to the Administrative Agent of the Compliance Certificate at the end of a calendar quarter. In the event that Parent shall fail to deliver to the Agent a quarterly financial statements for Compliance Certificate on or before the Borrower and its Subsidiaries date required by §7.4(c), then without limiting any other rights of the Agent and the accompanying Officer's Compliance Certificate setting forth the Senior Leverage Ratio of the Borrower and its Subsidiaries as of the most recent fiscal quarter end. Subject to Section 4.1(d), in the event the Borrower fails to deliver such financial statements and certificate within the time required by Section 7.2Lenders under this Agreement, the Applicable Margin shall be at Pricing Level 5 until such failure is cured within any applicable cure period, in which event the highest Applicable Margin set forth above until shall adjust, if necessary, on the delivery first (1st) Business Day following receipt of such Compliance Certificate. In the event that the Agent and Parent determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and certificatesuch inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) Parent shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within five (5) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.

Applicable Margin. The With respect to any Advance, the Applicable Margin provided for in Section 4.1(a) with respect to the Loans (the "Applicable Margin") shall (i) on the Closing Date equal the percentages be as set forth in the certificate delivered pursuant to Section 5.2(d) and (ii) for each fiscal quarter thereafter be determined by reference to table set forth below based upon the Senior Total Leverage Ratio as of the end of the most recently completed fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate as follows: Applicable Margin Per Annum --------------------------- Level Senior Leverage Ratio Base Rate LIBOR Rate ----- --------------------- --------- ---------- 1 Greater than 2.5 Borrower. Changes to 1.00 0.00% 1.25% 2 Greater than 2.0 to 1.00 0.00% 1.00% but less than or equal to 2.5 to 1.00 3 Greater than 1.5 to 1.00 0.00% 0.75% but less than or equal to 2.0 to 1.00 4 Less than or equal to 1.5 to 1.00 0.00% 0.50% Adjustments, if any, in the Applicable Margin shall be made by effective (i) with respect to an increase in the Administrative Agent on Applicable Margin, as of the tenth second (10th2nd) Business Day after receipt by the day on which the financial statements are required to be delivered to the Administrative Agent of quarterly and the Lenders pursuant to Section 6.1 or 6.2 hereof, as the case may be; provided, however, that if such financial statements for are not delivered to the Borrower and its Subsidiaries Administrative Agent and the accompanying Officer's Compliance Certificate setting forth Lenders on or before the Senior Leverage Ratio of the Borrower and its Subsidiaries date specified in such Section, such increase shall be effective as of the most recent fiscal quarter end. Subject date specified in such Section for delivery of the financial statements; and (ii) with respect to Section 4.1(d), a decrease in the event Applicable Margin, as of the Borrower fails to deliver later of (A) the second (2nd) Business Day after the day on which such financial statements are required to be delivered pursuant to Section 6.1 or 6.2 hereof, as the case may be, and certificate within (B) the time required by Section 7.2, the Applicable Margin shall be the highest Applicable Margin set forth above until the delivery of date on which such financial statements are actually delivered to the Administrative Agent and certificate.the Lenders. the Applicable the Applicable If the Total Margin for Base Margin for LIBOR Leverage Ratio is: then Rate Advances shall be and Advances shall be ------------------ ---------------------- ----------------- Greater than or equal to 6.50:1 0.500% 1.500% Greater than or equal to 6.00:1, but 0.250% 1.250% less than 6.50:1 Greater than or equal to 5.50:1, but 0.125% 1.125% less than 6.00:1 Greater than or equal to 5.00:1, but 0.000% 0.875% less than 5.50:1 Greater than or equal to 4.50:1, but 0.000% 0.750% less than 5.00:1 Less than 4.50:1 0.000% 0.625%

Applicable Margin. The Applicable Margin provided for in Section 4.1(a) with With respect to any Advance, the Loans (the "Applicable Margin") ----------------- Margin shall (i) on the Closing Date equal the percentages be as set forth in a certificate of the certificate chief financial officer of the Borrowers delivered pursuant to Section 5.2(d) and (ii) the Administrative Agent based upon the Applicable Margin Ratio for each the most recent fiscal quarter thereafter be determined end for which financial statements are furnished by reference the Borrowers to the Senior Leverage Ratio as of the end of Administrative Agent and each Bank for the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate most recently ended as follows: Applicable Margin Per Annum --------------------------- Level Senior Leverage Ratio Base Rate LIBOR Rate ----- --------------------- --------- ---------- 1 Advance ----------------------- Advance Applicable Applicable Margin Margin ------ ------ A. Greater than 2.5 to 1.00 0.00% 1.25% 2 Greater than 2.0 to 1.00 0.00% 1.00% but less than or equal to 2.5 to 1.00 3 6.00:1 1.250% 2.250% B. Greater than 1.5 to 1.00 0.00% 0.75% but less than or equal to 2.0 to 1.00 4 Less 5.50:1, but less than 6.00: 1 1.000% 2.000% C. Greater than or equal to 1.5 5.00:1, but less than 5.50:1 0.750% 1.750% D. Greater than or equal to 1.00 0.004.50:1, but less than 5.00:1 0.500% 0.501.500% AdjustmentsE. Greater than or equal to 4.00:1, if anybut less than 4.50:1 0.250% 1.250% F. Greater than or equal to 3.50: 1, in but less than 4.00:1 0.000% 1.000% G. Less than 3.50:1 0.000% 0.750% Notwithstanding the foregoing, for the period from the Agreement Date through and including December 31, 1998, the Base Rate Advance Applicable Margin shall not be less than one percent (1.000%) and the LIBOR Advance Applicable Margin shall not be less than 2.000%. Changes to the Applicable Margin shall be made by effective (i) with respect to an increase in the Administrative Agent on Applicable Margin, as of the tenth second (10th2nd) Business Day after receipt by the day on which the financial statements are required to be delivered to the Administrative Agent and the Banks pursuant to Section 6.1 or 6.2 hereof, as the case may be; provided, however, that if such -------- ------- financial statements are not delivered to the Administrative Agent and the Banks on or before the date specified in such Section, such increase shall be effective as of quarterly the date specified in such Section for delivery of the financial statements, and (ii) with respect to a decrease in the Applicable Margin, as of the later of (A) the second (2nd) Business Day after the day on which such financial statements are required to be delivered pursuant to Section 6.1 or 6.2 hereof, as the case may be, and (B) the date on which such financial statements are actually delivered to the Administrative Agent and the Banks. Subject to the second sentence of this Section 2.3(f), the Applicable Margin on the Agreement Date shall be based on the financial statements for the Borrower and its Subsidiaries Borrowers with respect to March 31, 1998 and the accompanying Officer's Compliance Certificate setting forth the Senior Leverage Ratio of the Borrower and its Subsidiaries Debt as of the most recent fiscal quarter endAgreement Date. Subject to Section 4.1(d), in Upon the event occurrence and during the Borrower fails to deliver such financial statements and certificate within the time required by Section 7.2continuance of an Event of Default, the Applicable Margin Margins shall not be subject to downward adjustment and shall automatically revert to the highest Applicable Margin Margins set forth in part A of the above table until the delivery such time as such Event of such financial statements and certificateDefault is cured or waived.

Applicable Margin. The Applicable Margin provided for in Section 4.1(a----------------- 3.1 (a) with respect to the Loans (the "Applicable Margin") shall (i) on the Closing Date equal the percentages set forth in the certificate delivered pursuant to Section 5.2(d4.2(d)(iv) and (ii) for each fiscal quarter thereafter be determined by reference to the Senior Leverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate as follows: Applicable Margin Per Annum --------------------------- Level Senior Leverage Ratio Base Rate + LIBOR Rate ----- --------------------- --------- ---------- 1 Greater + -------------- ------------------------------- greater than 2.5 to 1.00 3.00x 0.00% 1.25.750% 2 Greater greater than 2.0 to 1.00 0.00% 1.00% but 2.50 less than or equal to 2.5 to 1.00 3 Greater than 1.5 to 1.00 3.00x 0.00% 0.75.625% but greater than 2.00 less than or equal to 2.0 to 1.00 4 Less 2.50x 0.00% .500% less than or equal to 1.5 to 1.00 2.00x 0.00% 0.50.425% Adjustments, if any, in the Applicable Margin shall be made by the Administrative Agent on the tenth fifth (10th5th) Business Day after receipt by the Administrative Agent of quarterly financial statements for the Borrower and its Designated Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Senior Leverage Ratio of the Borrower and its Designated Subsidiaries as of the most recent fiscal quarter end. Subject to Section 4.1(d3.1(d), in the event the Borrower fails to deliver such financial statements and certificate within the time required by Section 7.26.2 hereof, the Applicable Margin shall be the highest Applicable Margin set forth above until the delivery of such financial statements and certificate.

Applicable Margin. (i) The Applicable Margin provided for in Section 4.1(a5.1(a) with respect to the Revolving Credit Loans, Term A Loans (and the "Applicable Margin") Swingline Loans shall (iA) on for the period from the Closing Date to the first Adjustment Date following the Closing Date equal the percentages set forth in the certificate delivered pursuant to Section 5.2(d6.2(e)(ii) and (iiB) for each fiscal quarter thereafter be determined by reference to the Senior Leverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable financial statements and the accompanying Officer's Compliance Certificate Certificate, as of the closing date of any Permitted Acquisition or as of the date issuance of any equity securities of any Borrower as follows: Applicable Margin Per Annum --------------------------- Level Senior Leverage Ratio Base Rate + LIBOR Rate + ----- --------------------- --------- ---------- 1 -------------- ---------------------------- I Greater than 2.5 to 1.00 0.00% 1.25% 2 Greater than 2.0 to 1.00 0.00% 1.00% but less than or equal to 2.5 4.00 to 1.00 3 Greater 1.75% 3.00% II Less than 1.5 4.00 to 1.00 0.00% 0.75% but less and greater than or equal to 2.0 3.50 to 1.00 4 1.50% 2.75% III Less than 3.50 to 1.00 and greater than or equal to 1.5 3.00 to 1.00 0.001.25% 0.502.50% IV Less than 3.00 to 1.00 and greater than or equal to 2.50 to 1.00 1.00% 2.25% V Less than 2.50 to 1.00 0.75% 2.00% (ii) The Applicable Margin with respect to the Term B Loans shall be 2.00% with respect to Base Rate Loans and 3.25% with respect to LIBOR Rate Loans. (iii) Adjustments, if any, in the Applicable Margin shall be made by the Administrative Agent on the tenth (10th) Business Day (each an "Adjustment Date") after receipt by the Administrative Agent of quarterly financial statements for the Borrower Company and its Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Senior Leverage Ratio of the Borrower Company and its Subsidiaries as of the most recent fiscal quarter end; provided that adjustments -------- in the Applicable Margin also shall be made by the Administrative Agent (A) on the closing date of any Permitted Acquisition following receipt by the Administrative Agent of evidence of pro forma covenant compliance with each --- ----- covenant contained in Article X (as delivered pursuant to Section 11.4(e) hereof) and (B) on the date of issuance of any equity securities by any Borrower. Subject to Section 4.1(d5.1(d), in the event the Borrower Company fails to deliver such financial statements and certificate Officer's Compliance Certificate, evidence of covenant compliance or notice of issuance of equity securities, as applicable, within the time required by Section 7.2Sections 8.1, 8.2 and 11.4(e) hereof, the Applicable Margin shall be the highest Applicable Margin set forth above until the Adjustment Date following the delivery of such financial statements and certificateOfficer's Compliance Certificate, evidence of covenant compliance or notice of issuance of equity securities, as applicable.

Applicable Margin. The Applicable Margin provided for in Section 4.1(a) with respect to the Loans (the "Applicable Margin") shall (i) on With respect to any Loans outstanding under the Closing Date equal Facility A Commitment or Facility B Commitment, the percentages Applicable Margin shall be as set forth in the certificate delivered pursuant table set forth below based upon the ratio of Total Debt to Section 5.2(d) and (ii) for each fiscal quarter thereafter be Annualized Operating Cash Flow determined by reference to the Senior Leverage Ratio as of the end of the most recently completed fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate as follows: quarter. Applicable Margin Per Annum --------------------------- Level Senior Leverage Ratio for Base Rate Applicable Margin for Ratio of Total Debt to Annualized Operating Cash Flow Advances LIBOR Rate ----- --------------------- --------- ---------- 1 Advances ----------------------------------------------------- -------- -------------- A. Greater than 2.5 to 1.00 0.005.00:1 0.500% 1.251.500% 2 B. Greater than 2.0 to 1.00 0.00% 1.00% 4.50:1, but less than or equal to 2.5 to 1.00 3 5.00:1 0.375% 1.375% C. Greater than 1.5 to 1.00 0.00% 0.75% 4.00:1, but less than or equal to 2.0 4.50:1 0.000% 1.000% D. Greater than 3.50:1, but less than or equal to 1.00 4 4.00:1 0.000% 0.750% E. Less than or equal to 1.5 3.50:1 0.000% 0.625% Changes to 1.00 0.00% 0.50% Adjustments, if any, in the Applicable Margin shall be made by effective (1) with respect to an increase in the Administrative Agent on Applicable Margin, as of the tenth second (10th2nd) Business Day after receipt by the day on which the financial statements are required to be delivered to the Administrative Agent of quarterly and the Lenders pursuant to Section 6.1 or Section 6.2 hereof, as the case may be; provided, however, that if such financial statements for are not delivered to the Borrower and its Subsidiaries Administrative Agent and the accompanying Officer's Compliance Certificate setting forth Lenders on or before the Senior Leverage Ratio of the Borrower and its Subsidiaries date specified in such Section, such increase shall be effective as of the most recent fiscal quarter end. Subject date specified in such Section for delivery of the financial statements, and (2) with respect to Section 4.1(d), a decrease in the event Applicable Margin, as of the Borrower fails to deliver later of (A) the second (2nd) Business Day after the day on which such financial statements are required to be delivered pursuant to Section 6.1 or Section 6.2 hereof, as the case may be, and certificate within (B) the time required by Section 7.2, the Applicable Margin shall be the highest Applicable Margin set forth above until the delivery of date on which such financial statements are actually delivered to the Administrative Agent and certificatethe Lenders.

Applicable Margin. The Applicable Margin provided for in Section 4.1(a) with respect to the Loans (the "Applicable Margin") shall (i) on the Closing Date equal the percentages set forth in the certificate delivered pursuant to Section 5.2(d) and (ii) for each fiscal quarter thereafter be determined by reference to the Senior Total Debt Leverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate as followsin accordance with the following chart: Total Debt Applicable Margin Per Annum --------------------------- Level Senior Leverage Ratio Base Rate + LIBOR Rate ----- --------------------- --------- ---------- 1 Greater + -------------- ----------- ------------ Less than 2.5 2.00 to 1.00 0.00% 1.250.875% 2 Greater than 2.0 or equal to 2.00 to 1.00 and less than 2.50 to 1.00 0.00% 1.001.125% but less Greater than or equal to 2.5 2.50 to 1.00 3 Greater and less than 1.5 3.00 to 1.00 0.00% 0.751.375% but less Greater than or equal to 2.0 3.00 to 1.00 4 Less and less than 3.50 to 1.00 0.125% 1.625% Greater than or equal to 1.5 3.50 to 1.00 0.000.250% 0.501.750% Adjustments, if any, in the Applicable Margin shall be made by the Administrative Agent on the tenth fifth (10th5th) day (or, if not a Business Day after Day, on the next succeeding Business Day) following receipt by the Administrative Agent of quarterly financial statements for the Borrower and its Subsidiaries pursuant to Sections 7.1(a) and 7.1(b) and the accompanying Officer's Compliance Certificate (such date, the "Adjustment Date"), setting forth the Senior Total Debt Leverage Ratio of the Borrower and its Subsidiaries as of the most recent fiscal quarter end; provided that no adjustment shall be made to decrease the Applicable Margin at any time that a Default or Event of Default has occurred and is continuing. Subject to Section 4.1(d), in In the event the Borrower fails to deliver such financial statements and certificate the accompanying Officer's Compliance Certificate within the time required by Section 7.2Sections 7.1 and 7.2 hereof, the Applicable Margin shall be the highest Applicable Margin set forth above until the Adjustment Date following delivery of such financial statements and certificatethe accompanying Officer's Compliance Certificate.

Applicable Margin. The Applicable Margin provided for in Section 4.1(a) with respect to the Loans (the "Applicable Margin") shall (i) on With respect to any Advance under the Closing Date equal the percentages set forth in the certificate delivered pursuant to Section 5.2(d) Revolving Loan Commitment and (ii) for each fiscal quarter thereafter be determined by reference to the Senior Leverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate as follows: Applicable Margin Per Annum --------------------------- Level Senior Leverage Ratio Base Rate LIBOR Rate ----- --------------------- --------- ---------- 1 Greater than 2.5 to 1.00 0.00% 1.25% 2 Greater than 2.0 to 1.00 0.00% 1.00% but less than or equal to 2.5 to 1.00 3 Greater than 1.5 to 1.00 0.00% 0.75% but less than or equal to 2.0 to 1.00 4 Less than or equal to 1.5 to 1.00 0.00% 0.50% AdjustmentsTerm A Loans, if any, in the Applicable Margin shall be made as of any calculation date the interest rate margin determined by the Administrative Agent on based upon the tenth (10th) Business Day after receipt by the Administrative Agent of quarterly financial statements for the Borrower and its Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Senior Leverage Ratio of the Borrower and its Subsidiaries as of determined for the most recent fiscal quarter end. Subject , to be adjusted from time to time effective as of the second Business Day after the financial statements referred to in Section 4.1(d)6.1 hereof are required to be furnished by the Borrower to the Administrative Agent and each Lender for the fiscal quarter most recently ended, in expressed as a per annum rate of interest as follows: Base Rate Eurodollar Advance Advance Applicable Applicable Leverage Ratio Margin Margin -------------- ---------- ---------- Greater than 7.50 1.250% 2.250% Greater than 7.00 but less 1.000% 2.000% than or equal to 7.50 Greater than 6.00 but less 0.875% 1.875% than or equal to 7.00 Greater than 5.00 but less 0.750% 1.750% than or equal to 6.00 Greater than 4.00 but less 0.500% 1.500% than or equal to 5.00 Less than or equal to 4.00 0.125% 1.125% In the event that the Borrower fails to deliver such timely provide (i) the financial statements referred to above in accordance with the terms of Section 6.1 hereof or (ii) the Performance Certificate referred to in Section 6.3 hereof, and certificate within without prejudice to any additional rights under Section 8.2 hereof, no downward adjustment of the time required by Section 7.2Applicable Margin in effect for the preceding quarter shall occur until the actual delivery of such statements. (ii) With respect to the Term B Loans, the Applicable Margin for Eurodollar Advances shall be 2.75% per annum and the highest Applicable Margin set forth above until the delivery of such financial statements and certificatefor Base Rate Advances shall be 1.75% per annum.

Applicable Margin. The Applicable Margin provided for in Section 4.1(a) with respect to the Loans (the "Applicable Margin") shall (i) from the effective date of the Sixth Amendment until the delivery of the applicable Margin Certificate and related financial statements for the fiscal quarter ending on the Closing Date March 31, 1999 equal the percentages set forth in the certificate delivered pursuant to Section 5.2(d) 0.250% for Base Rate Loans and 1.150% for LIBOR Rate Loans, and (ii) for each fiscal quarter thereafter be determined by reference to the Senior Total Leverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Margin Certificate as follows: Applicable Margin Per Annum --------------------------- Level Senior for Total Leverage Ratio Base Rate Loans LIBOR Rate ----- --------------------- --------- ---------- 1 Greater than 2.5 to 1.00 0.00% 1.25% 2 Greater than 2.0 to 1.00 0.00% 1.00% but less Loans -------------------- --------------- ---------------- greater than or equal to 2.5 4.00 to 1.00 3 Greater 0.750% 1.550% less than 1.5 4.00 to 1.00 0.00% 0.75% but less greater than or equal to 2.0 3.50 to 1.00 4 Less 0.250% 1.150% less than 3.50 to 1.00 but greater than or equal to 1.5 3.00 to 1.00 0.000.000% 0.500.950% less than 3.00 to 1.00 but greater than or equal to 2.50 to 1.00 0.000% 0.750% less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00 0.000% 0.650% less than 2.00 0.000% 0.550% Adjustments, if any, in the Applicable Margin shall be made by the Administrative Agent on the tenth fifth (10th5th) Business Day after receipt by the Administrative Agent of quarterly financial statements for the Borrower and its Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Senior Total Leverage Ratio of the Borrower and its Subsidiaries Consolidated Entities as of the most recent fiscal quarter end. Subject to Section 4.1(d), in the event the Borrower fails to deliver such financial statements and certificate within the time required by Section 7.27.1(c), the Applicable Margin shall be the highest Applicable Margin set forth above until five (5) Business Days after receipt by the delivery Agent of such financial statements and certificate."

Applicable Margin. The With respect to any Advance, the ----------------- Applicable Margin provided for in Section 4.1(a) with respect to the Loans (the "Applicable Margin") shall (i) on the Closing Date equal the percentages be as set forth in a certificate of the certificate chief financial officer of the Borrowers delivered pursuant to Section 5.2(d) and (ii) the Administrative Agent based upon the Applicable Margin Ratio for each the most recent fiscal quarter thereafter be determined end for which financial statements are furnished by reference the Borrowers to the Senior Leverage Ratio as of the end of Administrative Agent and each Bank for the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate most recently ended as follows: Applicable Margin Per Annum --------------------------- Level Senior Leverage Ratio Base Rate LIBOR Rate ----- --------------------- --------- ---------- 1 Advance ----------------------- Advance Applicable Applicable Margin Margin ------ ------ A. Greater than 2.5 to 1.00 0.00% 1.25% 2 Greater than 2.0 to 1.00 0.00% 1.00% but less than or equal to 2.5 to 1.00 3 6.00:1 1.250% 2.250% B. Greater than 1.5 to 1.00 0.00% 0.75% but less than or equal to 2.0 to 1.00 4 Less 5.50:1, but less than 6.00: 1 1.000% 2.000% C. Greater than or equal to 1.5 5.00:1, but less than 5.50:1 0.750% 1.750% D. Greater than or equal to 1.00 0.004.50:1, but less than 5.00:1 0.500% 0.501.500% AdjustmentsE. Greater than or equal to 4.00:1, if anybut less than 4.50:1 0.250% 1.250% F. Greater than or equal to 3.50: 1, in but less than 4.00:1 0.000% 1.000% G. Less than 3.50:1 0.000% 0.750% Notwithstanding the foregoing, for the period from the Agreement Date through and including December 31, 1998, the Base Rate Advance Applicable Margin shall not be less than one percent (1.000%) and the LIBOR Advance Applicable Margin shall not be less than 2.000%. Changes to the Applicable Margin shall be made by effective (i) with respect to an increase in the Administrative Agent on Applicable Margin, as of the tenth second (10th2nd) Business Day after receipt by the day on which the financial statements are required to be delivered to the Administrative Agent and the Banks pursuant to Section 6.1 or 6.2 hereof, as the case may be; provided, however, that if such -------- ------- financial statements are not delivered to the Administrative Agent and the Banks on or before the date specified in such Section, such increase shall be effective as of quarterly the date specified in such Section for delivery of the financial statements, and (ii) with respect to a decrease in the Applicable Margin, as of the later of (A) the second (2nd) Business Day after the day on which such financial statements are required to be delivered pursuant to Section 6.1 or 6.2 hereof, as the case may be, and (B) the date on which such financial statements are actually delivered to the Administrative Agent and the Banks. Subject to the second sentence of this Section 2.3(f), the Applicable Margin on the Agreement Date shall be based on the financial statements for the Borrower and its Subsidiaries Borrowers with respect to March 31, 1998 and the accompanying Officer's Compliance Certificate setting forth the Senior Leverage Ratio of the Borrower and its Subsidiaries Debt as of the most recent fiscal quarter endAgreement Date. Subject to Section 4.1(d), in Upon the event occurrence and during the Borrower fails to deliver such financial statements and certificate within the time required by Section 7.2continuance of an Event of Default, the Applicable Margin Margins shall not be subject to downward adjustment and shall automatically revert to the highest Applicable Margin Margins set forth in part A of the above table until the delivery such time as such Event of such financial statements and certificateDefault is cured or waived.

Applicable Margin. The Applicable Margin provided for in Section 4.1(a) with respect to the Loans (the "Applicable Margin") shall (i) on With respect to any Advance under the Closing Date equal the percentages set forth in the certificate delivered pursuant to Section 5.2(d) and (ii) for each fiscal quarter thereafter be determined by reference to the Senior Leverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate as follows: Applicable Margin Per Annum --------------------------- Level Senior Leverage Ratio Base Rate LIBOR Rate ----- --------------------- --------- ---------- 1 Greater than 2.5 to 1.00 0.00% 1.25% 2 Greater than 2.0 to 1.00 0.00% 1.00% but less than or equal to 2.5 to 1.00 3 Greater than 1.5 to 1.00 0.00% 0.75% but less than or equal to 2.0 to 1.00 4 Less than or equal to 1.5 to 1.00 0.00% 0.50% AdjustmentsRevolving Loan Commitment, if any, in the Applicable Margin shall be made as of any calculation date the interest rate margin determined by the Administrative Agent on based upon the tenth ratio of (10thA) Business Day after receipt by the Administrative Agent of quarterly financial statements Total Debt to (B) Operating Cash Flow for the Borrower and its Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Senior Leverage Ratio of the Borrower and its Subsidiaries as of most recent fiscal quarter, multiplied by four, all determined for the most recent fiscal quarter end. Subject , effective as of the second Business Day after the financial statements referred to in Section 4.1(d)6.1 hereof are required to be furnished by the Borrower to the Administrative Agent and each Lender for the fiscal quarter most recently ended, in expressed as a per annum rate of interest as follows: Leverage Ratio Base Rate Eurodollar CD Rate -------------- Advance Advance Advance Applicable Applicable Applicable Margin Margin Margin ---------- ---------- ---------- 9.00 or greater 1.375% 2.375% 2.625% 8.00 or greater but less 1.00% 2.00% 2.250% than 9.00 7.00 or greater but less 0.750% 1.750% 2.00% than 8.00 6.00 or greater but less 0.500% 1.500% 1.750% than 7.00 5.00 or greater but less 0.250% 1.250% 1.500% than 6.00 Less than 5.00 0.00% 1.00% 1.250% In the event that the Borrower fails to deliver such timely provide (i) the financial statements referred to above in accordance with the terms of Section 6.1 hereof or (ii) the Performance Certificate referred to in Section 6.3 hereof, and certificate within without prejudice to any additional rights under Section 8.2 hereof, no downward adjustment of the time required by Section 7.2Applicable Margin in effect for the preceding quarter shall occur until the actual delivery of such statements. (ii) With respect to the Term Loan, the Applicable Margin shall be 2.50%; provided however, that in the highest event that Eurodollar Advances are not available, the Applicable Margin set forth above until for Base Rate Advances of the delivery of such financial statements Term Loan shall be 1.50% and certificatethe Applicable Margin for CD Rate Advances shall be 2.75%.

Applicable Margin. The Applicable Margin provided for in Section 4.1(a5.1(a) with respect to the Loans (the "Applicable Margin") shall (i) on the Closing Date and for the fiscal quarters ending March 31, 1999 and June 30, 1999 equal the percentages set forth in the certificate delivered pursuant 1.00% with respect to Section 5.2(d) Base Rate Loans and Swingline Loans and 2.25% with respect to LIBOR Rate Loans and (ii) for each fiscal quarter thereafter be determined by reference to the Senior Leverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate as follows: Leverage Applicable Margin Per Annum --------------------------- Level Senior Leverage Ratio Base Rate + LIBOR Rate + ----- --------------------- --------- ---------- ----- --------------------------- 1 Greater than 2.5 3.00 to 1.00 0.00but Less than or equal to 3.50 to 1.00 1.25% 1.252.50% 2 Greater than 2.0 2.50 to 1.00 0.00% 1.00% but less Less than or equal to 2.5 3.00 to 1.00 1.00% 2.25% 3 Greater than 1.5 2.00 to 1.00 0.00% 0.75% but less Less than or equal to 2.0 2.50 to 1.00 0.75% 2.00% 4 Less than or equal to 1.5 2.00 to 1.00 0.000.50% 0.501.75% Adjustments, if any, in the Applicable Margin shall be made by the Administrative Agent on the tenth (10th) Business Day after receipt by the Administrative Agent of quarterly financial statements for the Borrower Borrowers and its their Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Senior Leverage Ratio of the Borrower Borrowers and its their Subsidiaries as of the most recent fiscal quarter end. Subject In addition to any increase, if any, in the interest rate purusant to Section 4.1(d5.1(d), in the event the Borrower fails Borrowers fail to deliver such financial statements and certificate within the time required by Section 7.2Sections 8.1 and 8.2 hereof, the Applicable Margin shall be the highest Applicable Margin set forth above until the delivery of such financial statements and certificate.

Applicable Margin. The Applicable Margin provided for in Section 4.1(a) with With respect to any Advance, the Loans (the "Applicable Margin") ----------------- Margin shall (i) on the Closing Date equal the percentages be as set forth in the a certificate delivered pursuant to Section 5.2(d) and (ii) for each fiscal quarter thereafter be determined by reference to the Senior Leverage Ratio as of the end chief financial officer of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate as follows: Applicable Margin Per Annum --------------------------- Level Senior Leverage Ratio Base Rate LIBOR Rate ----- --------------------- --------- ---------- 1 Greater than 2.5 Borrower delivered to 1.00 0.00% 1.25% 2 Greater than 2.0 to 1.00 0.00% 1.00% but less than or equal to 2.5 to 1.00 3 Greater than 1.5 to 1.00 0.00% 0.75% but less than or equal to 2.0 to 1.00 4 Less than or equal to 1.5 to 1.00 0.00% 0.50% Adjustments, if any, in the Applicable Margin shall be made by the Administrative Agent on based upon the tenth (10th) Business Day after receipt by the Administrative Agent of quarterly financial statements for the Borrower and its Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Senior Leverage Ratio of the Borrower and its Subsidiaries as of for the most recent fiscal quarter end. Subject , effective as of the fifth (5th) Business Day after the financial statements referred to in Section 6.1, or Section 6.2 hereof, as the case may be, are required to be furnished by the Borrower to the Administrative Agent and each Bank for the fiscal quarter most recently ended, expressed as a per annum rate of interest as follows: Leverage Ratio Base Rate Advance LIBOR Advance ------------------------ Applicable Margin Applicable Margin ------------------ ------------------ 6.50:1 or greater 0.750% 1.750% 6.00:1 or greater, but 0.500% 1.500% less than 6.50:1 5.50:1 or greater, but 0.250% 1.250% less than 6.00:1 5.00:1 or greater, but 0.000% 1.000% less than 5.50:1 4.50:1 or greater, but 0.000% 0.875% less than 5.00:1 Less than 4.50:1 0.000% 0.750% The Borrower may, at its option, provide financial statements for any quarter ending December 31 (which financial statements shall be prepared in accordance with the standards governing financial statements required to be delivered pursuant to Section 4.1(d)6.1 hereof) for purposes of determining the Applicable Margin, which financial statements may be used for purposes of this Section in lieu of financial statements required by Section 6.2 hereof. In the event that the Borrower fails to deliver timely provide the financial statements referred to above in accordance with the terms of Section 6.1 or 6.2 hereof, as applicable, and without prejudice to any additional rights under Section 8.2 hereof, any increase in the Applicable Margin due to any increase in the Leverage Ratio as reflected in such financial statements and certificate within shall be effective retroactively as of the time required by Section 7.2fifth (5th) Business Day after the date on which such financial statements were due, but any decrease in the Applicable Margin due to any decrease in the Leverage Ratio shall be effective as of the highest Applicable Margin set forth above until the delivery of fifth (5th) Business Day after such financial statements and certificateare delivered.

Applicable Margin. The Applicable Margin provided for in Section 4.1(a) with respect to the Libor Rate Loans (the "Applicable Margin") shall (i) on the Closing Date equal the percentages set forth in the certificate delivered pursuant to Section 5.2(d) 5.2(e)(ii); and (ii) for each fiscal quarter thereafter be determined by reference to the Senior Leverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate as follows: Leverage Applicable Ratio Margin Per Annum --------------------------- Level Senior Leverage Ratio Base Rate LIBOR Rate ----- --------------------- --------- ---------- 1 ------ Greater than 2.5 to 1.00 0.00% 1.25% 2 Greater than 2.0 to 1.00 0.00% 1.00% but less than or equal to 2.5 2.00 to 1.00 3 Greater 1.50% Less than 1.5 2.00 to 1.00 0.00but greater 1.375% 0.75% but less than or equal to 2.0 1.50 to 1.00 4 Less than 1.50 to 1.00 but greater 1.250% than or equal to 1.5 1.00 to 1.00 0.00% 0.50Less than 1.00 to 1.00 1.125% Adjustments, if any, in the Applicable Margin shall be made by the Administrative Agent on the tenth fifth (10th5th) Business Day after receipt by the Administrative Agent of quarterly the financial statements required pursuant to Section 7.1 or 7.2, as the case may be, for the Borrower and its Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Senior Leverage Ratio of the Borrower and its Subsidiaries as of the most recent fiscal quarter end. Subject to Section 4.1(d), in the event the Borrower fails to deliver such financial statements and certificate within the time required by Section 7.2Sections 7.1 and 7.2 hereof, the Applicable Margin shall be the highest Applicable Margin set forth above until the delivery fifth (5th) Business Day after receipt by the Administrative Agent of such financial statements and certificate. Notwithstanding any of the foregoing to the contrary, the Applicable Margin shall be recalculated and adjusted by the Administrative Agent on the fifth (5th) Business Day following the date of any withdrawal by the Borrower of funds from the Investment Account permitted by the Pledge Agreement.