Common use of Applicable Margin Clause in Contracts

Applicable Margin. With respect to any Advance, the Applicable Margin shall be as set forth in a certificate of the chief financial officer of the Borrower delivered to the Administrative Agent based upon the Applicable Margin Ratio for the 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 the 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. With The Applicable Margin provided for in Section 4.1(a) with respect to any Advancethe 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 as the highest Applicable Margin set forth in a certificate above until the delivery of the chief financial officer of the Borrower delivered to the Administrative Agent based upon the Applicable Margin Ratio for the 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 the 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 waivedcertificate.

Applicable Margin. With respect to any Advance, the The Applicable Margin shall be as set forth in a certificate of the chief financial officer of the Borrower delivered to the Administrative Agent determined based upon the Applicable Margin chart below and shall be subject to adjustment (upwards or downwards, as appropriate) based on the Leverage Ratio for at the most recent end of each of the first three fiscal quarters of each fiscal year of the Company and at the end of each fiscal year of the Company. The Leverage Ratio shall be determined (i) in the case of determinations made with respect to the first three fiscal quarters of the Company's fiscal year, by reference to the quarterly financial statements of such fiscal quarter end and the Compliance Certificate for which such fiscal quarter delivered pursuant to Sections 6.1(b) and 6.1(d) and (ii) in the case of determinations made with respect to the last fiscal quarter of the Company's fiscal year, by reference to the financial statements are furnished and Compliance Certificate delivered by the Borrower Company pursuant to the Administrative Agent Sections 6.1(a) 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 5.00:16.1(d). The adjustment, but less than 5.50:1 C. Greater than or equal 0.875% 2.125% to 4.50:1if any, 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 commencing on the Applicable Margin, as of the second (2nd) fifth Business Day after the day on which delivery of such quarterly financial statements or annual financial statements and Compliance Certificate and shall be effective only for the period subsequent to such date. In the event that the Company shall at any time fail to furnish to the Lenders 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 the 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 Compliance Certificate required to be delivered pursuant to Section 6.1 6.1(a), (b) 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 Defaultd), the maximum Applicable Margins Margin shall not be subject to downward adjustment and shall automatically revert to the Applicable Margins set forth in part A of the above table apply until such time as such Event of Default is cured financial statements and Compliance Certificate are so delivered to the Administrative Agent. Applicable Margin ------------------------------------ Floating Eurodollar Leverage Ratio Rate Rate -------------- ------------ ------------ Greater than or waived.equal to 6.5:1.0 0.625% 1.750% Less than 6.5:1.0 but greater than or equal to 6.0:1.0 0.250% 1.375% Less than 6.0:1.0 but greater than or equal to 5.5:1.0 0.000% 1.125% Less than 5.5:1.0 but greater than or equal to 5.0:1.0 0.000% 0.875% Less than 5.0:1.0 but greater than or equal to 4.5:1.0 0.000% 0.625% Less than 4.5:1.0 but greater than or equal to 4.0:1.0 0.000% 0.500% Less than 4.0:1.0 0.000% 0.400%

Applicable Margin. With The Applicable Margin provided for in Section 4.1(a) with respect to any Advancethe Loans (the "Applicable Margin") shall be determined by reference to the Leverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate as follows: Level Leverage Ratio Applicable Margin ----- -------------- ----------------- I greater than or 162.5 bps equal to 3.0 II greater than or 112.5 bps equal to 2.5 and less than 3.0 III greater than or 100.0 bps equal to 2.0 and less than 2.5 IV greater than or 87.5 bps equal to 1.5 and less than 2.0 V greater than or 70.0 bps equal to 1.0 and less than 1.5 VI less than 1.0 55.0 bps Adjustments, if any, in the Applicable Margin shall be as set forth in a certificate of the chief financial officer of the Borrower delivered to made by the Administrative Agent based upon on: (i) the Applicable Margin third (3rd) Business Day after receipt by the Administrative Agent of quarterly financial statements for JLG and its Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Leverage Ratio for of the Borrowers and their Subsidiaries as of the most recent fiscal quarter end for and (ii) the date upon which financial statements are furnished by the Borrower to the Administrative Agent confirms to JLG by written notice that it has received formal and each Bank final approval by Required Lenders 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 5.00:1Amendment No. 3, 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 at which time the Applicable Margin shall be effective (i) with respect the highest Applicable Margin until an adjustment is otherwise permitted hereunder. Subject to an increase Section 4.1(d), in the Applicable Margin, as of event the second (2nd) Business Day after the day on which the financial statements are required Borrowers fail 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 deliver such financial statements are not delivered to and certificate within the time required by Section 7.1 hereof, the Applicable Margin may, at the discretion of the Administrative Agent and Agent, be the Banks on or before highest Applicable Margin set forth above until 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 waivedcertificate.

Applicable Margin. With The Applicable Margin provided for in Section 4.1(a) with respect to any AdvanceLibor 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(e)(ii); and (ii) for each fiscal quarter thereafter be determined by reference to the 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 ----- ------ Greater than or equal to 2.00 to 1.00 1.50% Less than 2.00 to 1.00 but greater 1.375% than or equal to 1.50 to 1.00 Less than 1.50 to 1.00 but greater 1.250% than or equal to 1.00 to 1.00 Less than 1.00 to 1.00 1.125% Adjustments, if any, in the Applicable Margin shall be as set forth in a certificate of the chief financial officer of the Borrower delivered to made by the Administrative Agent based upon on the Applicable Margin Ratio for the 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 fifth (i) with respect to an increase in the Applicable Margin, as of the second (2nd5th) Business Day after receipt by the day on which Administrative Agent of the financial statements are required to be delivered to the Administrative Agent and the Banks pursuant to Section 6.1 7.1 or Section 6.2 hereof, as the case may be; provided, however, if such financial statements are not delivered to the Administrative Agent and the 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 hereof7.2, as the case may be, for the Borrower and (B) its Subsidiaries and the date on which accompanying Officer's Compliance Certificate setting forth the 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 are actually delivered to and certificate within the time required by Sections 7.1 and 7.2 hereof, the Applicable Margin shall be the highest Applicable Margin set forth above until the fifth (5th) Business Day after receipt by the Administrative Agent of such financial statements and certificate. Notwithstanding any of the Banks. Upon foregoing to the occurrence and during the continuance of an Event of Defaultcontrary, the Applicable Margins Margin shall not be subject to downward adjustment recalculated and shall automatically revert to adjusted by the Applicable Margins set forth in part A Administrative Agent on the fifth (5th) Business Day following the date of any withdrawal by the above table until such time as such Event Borrower of Default is cured or waivedfunds from the Investment Account permitted by the Pledge Agreement.

Applicable Margin. With respect to any AdvanceLoan under the Commitment, the Applicable Margin shall be as set forth in a certificate of the chief financial officer of interest rate margin determined by the Borrower delivered to the Administrative Agent based upon the Applicable Margin Funded Indebtedness/EBITDA Coverage Ratio for the most recent fiscal quarter end for which end, effective as of the second Business Day after the financial statements referred to in SECTION 6.2(A) and (B), hereof, and an accompanying certificate of an Authorized Representative certifying the calculations of the Funded Indebtedness/EBITDA Coverage Ratio as set forth in SECTION 6.2(D) hereof, are furnished delivered by the Borrower Co-Borrowers to the Administrative Agent and each Bank for the fiscal quarter most recently ended ended, expressed as a per annum rate of interest as follows: Applicable Margin Ratio Funded Indebtedness/EBITDA Base Rate Advance LIBOR Advance Applicable Eurodollar Coverage Ratio Margin Applicable Margin A. Greater Rate Margin -------------------------- --------- ----------- Equal to or greater than or equal 1.2503.0 .75% 2.5002.25% 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. 1.0 Less than 4.00:1 0.2503.00 to 1.0 .00% 1.5001.75% Changes ============================================================ From the Agreement Date until the first delivery of the financial statements and certificate required by SECTION 6.2(A), (B) AND (D) thereafter (without giving effect to any extension granted by the Securities and Exchange Commission), the Eurodollar Rate Margin shall be 1.75% and the Base Rate Margin shall be .00%. In the event that the Co-Borrowers fail to timely provide the financial statements and certificate referred to above in accordance with the terms of SECTION 6.2(A), (B) AND (D) hereof (without giving effect to any extension granted by the Securities and Exchange Commission), and without prejudice to any additional rights under Section 8.2 hereof, the Applicable Margin shall be effective (i) with respect to an increase in 29 the highest Applicable Margin, as Margin set forth above until the actual delivery 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 the 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 waivedcertificate.

Applicable Margin. With The Applicable Margin provided for in Section 4.1(a) with respect to any Advancethe Loans (the "Applicable Margin") shall (i) on the Closing Date equal the percentages set forth in the certificate delivered pursuant to Section 5.2(e)(ii) and (ii) for each fiscal quarter thereafter be determined by reference to the 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 Leverage Ratio Base Rate + LIBOR Rate + Greater than 3.0 0.500% 2.000% to 1.0. Greater than 2.5 to 1.0 0.125% 1.625% but less than or equal to 3.0 to 1.0. Greater than 2.0 to 1.0 but -0- 1.375% less than or equal to 2.5 to 1.0 Less than or equal to -0- 1.000% 2.0 to 1.0 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 ACC and its Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Leverage Ratio of ACC and its Subsidiaries as of the most recent fiscal quarter end. Subject to Section 4.1(d), in the event the Borrowers fail to deliver such financial statements and certificate within the time required by Section 7.2(c) hereof, the Applicable Margin shall be as the highest Applicable Margin set forth in a certificate of the chief financial officer of the Borrower delivered to the Administrative Agent based upon the Applicable Margin Ratio for the 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 above until ten (i) with respect to an increase in the Applicable Margin, as of the second (2nd10) Business Day Days 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 receipt of such financial statements are not delivered to and certificate by the Administrative Agent and the 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 waivedAgent.

Applicable Margin. With (i) The Applicable Margin provided for in Section 5.1(a) with respect to the Revolving Credit Loans, Term A Loans and the Swingline Loans shall (A) 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 6.2(e)(ii) and (B) thereafter be determined by reference to the Leverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the financial statements and the accompanying Officer's Compliance Certificate, as of the closing date of any AdvancePermitted Acquisition or as of the date issuance of any equity securities of any Borrower as follows: Applicable Margin Per Annum Level Leverage Ratio Base Rate + LIBOR Rate + ----- -------------- ---------------------------- I Greater than or equal to 4.00 to 1.00 1.75% 3.00% II Less than 4.00 to 1.00 and greater than or equal to 3.50 to 1.00 1.50% 2.75% III Less than 3.50 to 1.00 and greater than or equal to 3.00 to 1.00 1.25% 2.50% 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 Company and its Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Leverage Ratio of the 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 5.1(d), in the event the Company fails to deliver such financial statements and Officer's Compliance Certificate, evidence of covenant compliance or notice of issuance of equity securities, as applicable, within the time required by Sections 8.1, 8.2 and 11.4(e) hereof, the Applicable Margin shall be as the highest Applicable Margin set forth in a certificate above until the Adjustment Date following the delivery of the chief financial officer of the Borrower delivered to the Administrative Agent based upon the Applicable Margin Ratio for the 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 the Banks on Officer's Compliance Certificate, evidence of covenant compliance or before the date specified in such Section, such increase shall be effective as notice of the date specified in such Section for delivery issuance of the financial statements, and (ii) with respect to a decrease in the Applicable Marginequity securities, 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 waivedapplicable.

Applicable Margin. With The Applicable Margin provided for in Section 3.1(a) with respect to any Advancethe Loans (the "Applicable Margin") shall: (i) on the Closing Date equal the percentages set forth in the certificate delivered pursuant to Section 4.2(e)(ii); and (ii) for each fiscal quarter thereafter be determined by reference to the Leverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate as follows: Leverage Ratio Applicable Margin Non-Usage Fee Per Annum LIBOR Rate + ------------------------------------------------------------------------------- Less than or equal .75% .25% to 1.0 to 1.0 Greater than 1.25% .375% 1.0 to 1.0 but less than 2.0 to 1.0 Greater than or 1.75% .375% equal to 2.0 to 1.0 Adjustments, if any, in the Applicable Margin shall be made by Lender on the tenth (10th) Business Day after receipt by Lender of quarterly financial statements for Borrower and its Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Leverage Ratio of Borrower and its Subsidiaries as of the most recent fiscal quarter end. Subject to Section 3.1(d), in the event Borrower fails to deliver such financial statements and certificate within the time required by Section 6.2 hereof, the Applicable Margin shall be as the highest Applicable Margin set forth in a certificate above until the delivery of the chief financial officer of the Borrower delivered to the Administrative Agent based upon the Applicable Margin Ratio for the 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 the 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 waivedcertificate.

Applicable Margin. With The Applicable Margin provided for in Section ----------------- 5.1 (a) with respect to any Advancethe Revolving Credit Loans and the Term Loans (the "Applicable Margin") shall (i) equal .75% for Revolving Credit Loans and 1.0% for Term Loans from and including the Closing Date through and including the date which is four (4) Business Days after the Administrative Agent receives Consolidated financial statements of the Borrower and its Subsidiaries pursuant to Section 8.1 as of and for the period ending October 17, 1998, and an Officer's Compliance Certificate pursuant to Section 8.2 with respect to the fiscal quarter of the Borrower and its Subsidiaries ending October 17, 1998, and (ii) thereafter be determined by reference to the Consolidated Funded Debt to Consolidated EBITDA Ratio in accordance with the following table: Consolidated Funded Debt to Consolidated Applicable Margin for Applicable Margin for EBITDA Ratio Revolving Credit Loans Term Loans ------------ ---------------------- ---------- Base Rate + LIBOR Rate + Base Rate + LIBOR Rate + ----------- ------------ ----------- ------------ Less than or equal to 2.0 to 1 0% .25% 0% .75% Greater than 2.0 to 1 but less 0% .35% 0% .75% than or equal to 2.5 to 1 Greater than 2.5 to 1 but less 0% .425% 0% .75% than or equal to 3.0 to 1 Greater than 3.0 to 1 but less 0% .525% 0% .75% than or equal to 3.5 to 1 Greater than 3.5 to 1 0% .75% 0% 1.0% Except during the initial period described in clause (i) above, the Applicable Margin shall be as set forth in a certificate of automatically adjusted five (5) Business Days after the chief date on which the Administrative Agent receives Consolidated financial officer statements of the Borrower delivered and its Subsidiaries pursuant to Section 8.1 and an Officer's Compliance Certificate pursuant to Section 8.2 demonstrating to the Administrative Agent's satisfaction that there has been a change in the Consolidated Funded Debt to Consolidated EBITDA Ratio which would cause a change in the Applicable Margin in accordance with the preceding table. During any period that the Borrower has failed to deliver to the Administrative Agent based upon the Applicable Margin Ratio for the most recent fiscal quarter end for which any Consolidated financial statements are furnished by of the Borrower and its Subsidiaries as required by Section 8.1 or any Officer's Compliance Certificate as required by Section 8.2, the Consolidated Funded Debt to the Administrative Agent and each Bank Consolidated EBITDA Ratio shall, 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 purposes of determining the Applicable Margin, as of the second (2nd) Business Day after the day on which the financial statements are required be deemed to be delivered greater than 3.5 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 the 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 waived1.

Applicable Margin. With The Applicable Margin provided for in Section 4.1(a) with respect to any Advancethe 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 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 Level Leverage Ratio Per Annum Base LIBOR Rate Rate 1 Greater than 0.50 to 1.00 0.00% 0.600% 2 Greater than 0.40 to 1.00 0.00% 0.475% but less than or equal to 0.50 to 1.00 3 Greater than 0.30 to 1.00 0.00% 0.350% but less than or equal to 0.40 to 1.00 4 Less than or equal to 0.30 0.00% 0.275% to 1.00 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 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 hereof, the Applicable Margin shall be as the highest Applicable Margin set forth in a certificate above until the delivery of the chief financial officer of the Borrower delivered to the Administrative Agent based upon the Applicable Margin Ratio for the 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 the 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 waivedcertificate.

Applicable Margin. With The Applicable Margin provided for in Section ----------------- 3.1 (a) with respect to any Advancethe Loans (the "Applicable Margin") shall (i) on the Closing Date equal the percentages set forth in the certificate delivered pursuant to Section 4.2(d)(iv) and (ii) for each fiscal quarter thereafter be determined by reference to the 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 Leverage Ratio Base Rate + LIBOR Rate + -------------- ------------------------------- greater than 3.00x 0.00% .750% greater than 2.50 less than or equal to 3.00x 0.00% .625% greater than 2.00 less than or equal to 2.50x 0.00% .500% less than or equal to 2.00x 0.00% .425% Adjustments, if any, in the Applicable Margin shall be made by the Administrative Agent on the fifth (5th) 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 Leverage Ratio of the Borrower and its Designated Subsidiaries as of the most recent fiscal quarter end. Subject to Section 3.1(d), in the event the Borrower fails to deliver such financial statements and certificate within the time required by Section 6.2 hereof, the Applicable Margin shall be as the highest Applicable Margin set forth in a certificate above until the delivery of the chief financial officer of the Borrower delivered to the Administrative Agent based upon the Applicable Margin Ratio for the 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 the 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 waivedcertificate.

Applicable Margin. With The Applicable Margin provided for in Section 4.1(a) with respect to the Revolving Credit Loans and the Term Loans (the “Applicable Margin”) shall be determined by reference to the Net Funded Debt to EBITDA Ratio in accordance with the following table: Less than 1.25 to 1 0 % .50 % 1.00 % Equal to or greater than 1.25 to 1 but less than 1.75 to 1 0 % .75 % 1.50 % Equal to or greater than 1.75 to 1 but less than 2.25 to 1 0 % 1.25 % 2.00 % Equal to or greater than 2.25 to 1 but less than 3.00 to 1 .50 % 1.75 % 2.50 % Equal to or greater than 3.00 to 1 but less than 3.75 to 1 .50 % 2.25 % 3.00 % 3.75 to 1 or greater .50 % 2.50 % 3.50 % The Applicable Margin shall be automatically adjusted five (5) Business Days after the date on which the Agent receives Consolidated financial statements of the Borrower and its Subsidiaries pursuant to Section 7.1(a) or (b) and an Officer’s Compliance Certificate pursuant to Section 7.2 demonstrating to the Agent’s satisfaction that there has been a change in the Net Funded Debt to EBITDA Ratio which would cause a change in the Applicable Margin in accordance with the preceding table. Subject to Section 11.3, in the event that the Borrower is delinquent in delivering to the Agent any AdvanceConsolidated financial statements of the Borrower and its Subsidiaries by the date specified therefor in Section 7.1 or any Officer’s Compliance Certificate by the date specified therefor in Section 7.2, the Applicable Margin shall be as set forth in a certificate of nonetheless adjusted at the chief time such delinquent Consolidated financial officer of statements and/or Officer’s Compliance Certificate are received by the Borrower Agent (with such adjustment being retroactive to the date which is five (5) Business Days after the last date by which such delinquent Consolidated financial statements and Officer’s Compliance Certificate should have been delivered to the Administrative Agent hereunder) based upon on the Applicable Margin Net Funded Debt to EBITDA Ratio for the most recent fiscal quarter end for which determined by reference to such delinquent Consolidated 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 the 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 waivedOfficer’s Compliance Certificate.

Applicable Margin. With The Applicable Margin provided for in Section 4.1(a) with respect to any Advancethe 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 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 Leverage Ratio Base Rate LIBOR Rate ----- -------------- --------- ---------- 1 Greater than 3.50 to 1.00 0.00% 1.25% 2 Greater than 3.00 to 1.00 0.00% 1.125% but less than or equal to 3.50 to 1.00 3 Greater than 2.25 to 1.00 0.00% 0.875% but less than or equal to 3.00 to 1.00 4 Greater than 1.75 to 1.00 0.00% 0.625% but less than or equal to 2.25 to 1.00 5 Less than or equal to 1.75 to 1.00 0.00% 0.500% 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 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 as the highest Applicable Margin set forth in a certificate above until the delivery of the chief financial officer of the Borrower delivered to the Administrative Agent based upon the Applicable Margin Ratio for the 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 the 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 waivedcertificate.

Applicable Margin. With The Applicable Margin provided for in Section 5.1(a) with respect to any Advancethe Loans (the "Applicable Margin") shall, for the period commencing on the Closing Date and ending on the Adjustment Date following the Fiscal Quarter ending February 28, 1998, equal the percentage set forth as follows: Applicable Margin Per Annum Base Rate + LIBOR Rate + ----------------------------- 0.00% .75% Commencing on the Adjustment Date following the Fiscal Quarter ending February 28, 1998, the Applicable Margin provided for in Section 5.1(a) shall be determined by reference to the 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 Leverage Ratio Base Rate + LIBOR Rate + ------------------ --------------------------- Greater than or equal to 2.75 to 1.0. 0.00% .950% Greater than or equal to 2.50 to 1.0 0.00% .750% but less than 2.75 to 1.0. Greater than or equal to 2.00 to 1.0 0.00% .625% but less than 2.50 to 1.0. Greater than or equal to 1.50 to 1.0 0.00% .500% but less than 2.00 to 1.0. Less than 1.50 to 1.0. 0.00% .375% Adjustments, if any, in the Applicable Margin shall be made by the Administrative Agent on the fifth (5th) Business Day (each an "Adjustment Date") 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 Leverage Ratio of the Borrower and its Subsidiaries as of the most recent Fiscal Quarter end. Subject to Section 5.1(d), in the event the Borrower fails to deliver such financial statements and certificate within the time required by Sections 8.1 and 8.2 hereof, the Applicable Margin shall be as the highest Applicable Margin set forth in a certificate above until the Adjustment Date following delivery of the chief financial officer of the Borrower delivered to the Administrative Agent based upon the Applicable Margin Ratio for the 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 the 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 waivedcertificate.

Applicable Margin. With The Applicable Margin provided for in Section 4.1(a) with respect to any Advancethe 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)(iv) and (ii) for each fiscal quarter thereafter be determined by reference to the 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 Unencumbered Asset Coverage Ratio Base Rate + LIBOR Rate + --------------------------------- ------------------------------------------- Equal to or greater than 6.67 to 1.00 0.000% 0.90% Equal to or greater than 3.33 to 1.00 0.000% 1.20% but less than 6.67 to 1.00 Less than 3.33 to 1.00 0.000% 1.60% 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 Borrowers and their Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Unencumbered Asset Coverage Ratio of the Borrowers and their Subsidiaries as of the most recent fiscal quarter end. Subject to Section 4.1(d), in the event the Borrowers fail to deliver such financial statements and certificate within the time required by Section 7.2 hereof, the Applicable Margin shall be as the highest Applicable Margin set forth in a certificate above until the delivery of the chief financial officer of the Borrower delivered to the Administrative Agent based upon the Applicable Margin Ratio for the 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 the 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 waivedcertificate.

Applicable Margin. (i) With respect to any AdvanceLoans outstanding under the Facility A Commitment or Facility B Commitment, the Applicable Margin shall be as set forth in a certificate of the chief financial officer of the Borrower delivered to the Administrative Agent table set forth below based upon the ratio of Total Debt to Annualized Operating Cash Flow determined as of the end of the most recently completed fiscal quarter. Applicable Margin Ratio for the 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: Base Rate Applicable Margin for Ratio Base Rate Advance of Total Debt to Annualized Operating Cash Flow Advances LIBOR Advance Applicable Margin Applicable Margin Advances ----------------------------------------------------- -------- -------------- A. Greater than or equal 1.2505.00:1 0.500% 2.5001.500% 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. or equal to 5.00:1 0.375% 1.375% C. Greater than or equal 0.625% 1.875% to 4.00:1, but less than 4.50:1 or equal to 4.50:1 0.000% 1.000% D. Greater than 3.50:1, but less than or equal to 4.00:1 0.000% 0.750% E. Less than 4.00:1 0.250or equal to 3.50:1 0.000% 1.5000.625% Changes to the Applicable Margin shall be effective (i1) 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 Lenders pursuant to Section 6.1 or Section 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 Lenders 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 (ii2) 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 waivedLenders.

Applicable Margin. With The Applicable Margin provided for in Section 5.1(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 1.00% with respect to 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 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 Ratio Base Rate + LIBOR Rate + ----- ----- --------------------------- 1 Greater than 3.00 to 1.00 but Less than or equal to 3.50 to 1.00 1.25% 2.50% 2 Greater than 2.50 to 1.00 but Less than or equal to 3.00 to 1.00 1.00% 2.25% 3 Greater than 2.00 to 1.00 but Less than or equal to 2.50 to 1.00 0.75% 2.00% 4 Less than or equal to 2.00 to 1.00 0.50% 1.75% 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 Borrowers and their Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Leverage Ratio of the Borrowers and their Subsidiaries as of the most recent fiscal quarter end. In addition to any Advanceincrease, if any, in the interest rate purusant to Section 5.1(d), in the event the Borrowers fail to deliver such financial statements and certificate within the time required by Sections 8.1 and 8.2 hereof, the Applicable Margin shall be as the highest Applicable Margin set forth in a certificate above until the delivery of the chief financial officer of the Borrower delivered to the Administrative Agent based upon the Applicable Margin Ratio for the 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 the 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 waivedcertificate.

Applicable Margin. With 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(e)(ii) and (ii) for each fiscal quarter thereafter be determined by reference to the Leverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate or as of the closing date of any AdvancePermitted Acquisition as follows: Applicable Margin Per Annum Leverage Ratio Base Rate + LIBOR Rate + -------------- ------------------------------ Greater than or equal to 3.50 to 1.00 0.500% 1.500% Less than 3.50 to 1.00 and greater than or equal to 3.00 to 1.00 0.250% 1.250% Less than 3.00 to 1.00 and greater than or equal to 2.50 to 1.00 0.000% 1.000% Less than 2.50 to 1.00 and greater than or equal to 2.00 to 1.00 0.000% 0.875% Less than 2.00 to 1.00 0.000% 0.750% 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 Company and its Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Leverage Ratio of the 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 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 IX (as delivered pursuant to Section 10.4(e) hereof). In the event the Company fails to deliver such financial statements and certificate or evidence of covenant compliance, as applicable, within the time required by Sections 7.1, 7.2 and 10.4(e) hereof, the Applicable Margin shall be as the highest Applicable Margin set forth in a certificate above until the Adjustment Date following the delivery of the chief financial officer of the Borrower delivered to the Administrative Agent based upon the Applicable Margin Ratio for the 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 the Banks on certificate or before the date specified in such Section, such increase shall be effective as evidence of the date specified in such Section for delivery of the financial statements, and (ii) with respect to a decrease in the Applicable Margincovenant compliance, 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 waivedapplicable.

Applicable Margin. With The Applicable Margin provided for in Section 5.1(a) with respect to any Advancethe Loans (the "Applicable Margin") shall be based upon the Leverage Ratio as set forth in the table below and shall be determined and adjusted quarterly on the date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrowers are required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrowers and their Subsidiaries; provided, that with respect to the period commencing on the Third Amendment Effective Date and ending on the next Calculation Date to occur after the Third Amendment Effective Date, the calculation of the Applicable Margin shall be as set forth in a certificate of the chief financial officer of the Borrower delivered to the Administrative Agent based upon the Applicable Margin Ratio for on the most recent fiscal quarter end for which financial statements are furnished Officer's Compliance Certificate received by the Borrower to the Administrative Agent and each Bank Lenders prior to the Third Amendment Effective Date. Notwithstanding the foregoing, if the Borrowers fail to provide the Officer's Compliance Certificate as required by Section 8.2 for the fiscal quarter most recently ended fiscal quarter of the Borrowers and their Subsidiaries preceding the applicable Calculation Date, the Applicable Marign from such Calculation Date shall be based on Pricing Level 1 (as follows: shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrowers preceding such Calculation Date. The 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 shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be effective (i) with respect applicable to an increase in the Applicable Margin, as all Extensions of the second (2nd) Business Day after the day on which the financial statements are required Credit then existing or subsequently made or issued. 1 Greater than or equal to be delivered 3.00 to the Administrative Agent and the Banks pursuant 1.0. 3.50 % 4.50 % 4.00 % 5.00 % 2 Less than 3.00 to Section 6.1 1.0 but greater than or Section 6.2 hereof, as the case may be; provided, however, if such financial statements are not delivered equal to the Administrative Agent and the Banks on 2.50 to 1.0. 2.50 % 3.50 % 3.00 % 4.00 % 3 Less than 2.50 to 1.0 but greater than 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 equal 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 2.00 to be delivered pursuant 1.0. 2.25 % 3.25 % 2.75 % 3.75 % 4 Less than 2.00 to Section 6.1 1.0 but greater than or Section 6.2 hereof, as the case may be, and (B) the date on which such financial statements are actually delivered equal to the Administrative Agent and the Banks1.50 to 1.0. Upon the occurrence and during the continuance of an Event of Default, the Applicable Margins shall not be subject 2.00 % 3.00 % 2.50 % 3.50 % 5 Less than 1.50 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.1.0. 1.75 % 2.75 % 2.25 % 3.25 %"

Applicable Margin. With The Applicable Margin provided for in ----------------- Section (a) with respect to any Advancethe Loans (the "Applicable Margin") shall for each fiscal quarter be determined by reference to the Leverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate (or, with respect to the Closing Date, the Financial Condition Certificate delivered pursuant to Section 5.2(d)(ii)) as follows: Applicable Margin Per Annum Leverage Ratio Base Rate + LIBOR Rate + -------------- --------------------------- Greater than or equal to 2.00 to 1.00 0.00% 0.625% Greater than or equal to 1.00 to 1.00 but less than 2.00 to 1.00 0.00% 0.500% Less than 1.00 to 1.00 0.00% 0.375% Adjustments, if any, in the Applicable Margin shall be made by the Agent on the tenth (10th) Business Day after receipt by the Agent of quarterly financial statements for the Borrower and its Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the 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 hereof, the Applicable Margin shall be as the highest Applicable Margin set forth in a certificate above until the delivery of the chief financial officer of the Borrower delivered to the Administrative Agent based upon the Applicable Margin Ratio for the 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 the 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 waivedcertificate.

Applicable Margin. With The Applicable Margin provided for in Section 4.1(a) with respect to the Loans (the "Applicable Margin") shall be determined by reference to the Total Debt Leverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate in accordance with the following chart: Total Debt Applicable Margin Per Annum Leverage Ratio Base Rate + LIBOR Rate + -------------- ----------- ------------ Less than 2.00 to 1.00 0.00% 0.875% Greater than or equal to 2.00 to 1.00 and less than 2.50 to 1.00 0.00% 1.125% Greater than or equal to 2.50 to 1.00 and less than 3.00 to 1.00 0.00% 1.375% Greater than or equal to 3.00 to 1.00 and less than 3.50 to 1.00 0.125% 1.625% Greater than or equal to 3.50 to 1.00 0.250% 1.750% Adjustments, if any, in the Applicable Margin shall be made by the Agent on the fifth (5th) day (or, if not a Business Day, on the next succeeding Business Day) following receipt by the Agent of 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 Total Debt Leverage Ratio as of the most recent fiscal quarter end; provided that no adjustment shall be made to decrease the Applicable Margin at any Advancetime that a Default or Event of Default has occurred and is continuing. In the event the Borrower fails to deliver such financial statements and the accompanying Officer's Compliance Certificate within the time required by Sections 7.1 and 7.2 hereof, the Applicable Margin shall be as the highest Applicable Margin set forth in a certificate above until the Adjustment Date following delivery of the chief financial officer of the Borrower delivered to the Administrative Agent based upon the Applicable Margin Ratio for the 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 the 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 waivedaccompanying Officer's Compliance Certificate.

Applicable Margin. With The Applicable Margin provided for in Section 4.1(a) with respect to any Advancethe Loans (the "Applicable Margin") shall (i) on the Closing Date equal the percentages set forth in the certificate delivered pursuant to Section 5.2(e)(ii) and (ii) for each fiscal quarter thereafter be determined by reference to the 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 for Ratio Base Rate Loans LIBOR Rate Loans ----- ---------------------------------------- greater than or equal to 7.00 1.500% 2.500% less than 7.00 but greater than or equal to 6.00 1.250% 2.250% less than 6.00 but greater than or equal to 5.00 1.000% 2.000% less than 5.00 but greater than or equal to 4.00 0.750% 1.750% less than 4.00 0.500% 1.500% ; provided, that at all times that Consolidated Cash Flow for the Loan Parties and their Subsidiaries is less than or equal to zero Dollars ($0), the highest Applicable Margin shall apply. 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 Loan Parties and the accompanying Officer's Compliance Certificate setting forth the Leverage Ratio of the Loan Parties as of the most recent fiscal quarter end. Subject to Section 4.1(d), in the event the Loan Parties fail to deliver such financial statements and certificate within the time required by Section 7.1(a), the Applicable Margin shall be as the highest Applicable Margin set forth in a certificate above until the delivery of the chief financial officer of the Borrower delivered to the Administrative Agent based upon the Applicable Margin Ratio for the 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 the 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 waivedcertificate.

Applicable Margin. With The Applicable Margin provided for in Section 4.1(a) with respect to any Advancethe 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 March 31, 1999 equal 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 Total Leverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable Margin Certificate as follows: Applicable Margin for Total Leverage Ratio Base Rate Loans LIBOR Rate Loans -------------------- --------------- ---------------- greater than or equal to 4.00 to 1.00 0.750% 1.550% less than 4.00 to 1.00 but greater than or equal to 3.50 to 1.00 0.250% 1.150% less than 3.50 to 1.00 but greater than or equal to 3.00 to 1.00 0.000% 0.950% 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 fifth (5th) Business Day after receipt by the Agent of quarterly financial statements for the Borrower and its Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Total Leverage Ratio of the Borrower and its 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 7.1(c), the Applicable Margin shall be as the highest Applicable Margin set forth in a certificate of the chief financial officer of the Borrower delivered to the Administrative Agent based upon the Applicable Margin Ratio for the most recent fiscal quarter end for which financial statements are furnished above until five (5) Business Days after receipt 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 the 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 waivedcertificate."