Common use of Applicable Margin Clause in Contracts

Applicable Margin. Initially, the Applicable Margin shall be the applicable rate per annum, corresponding to Level III set forth in the table below; thereafter, the Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”) based on a determination of the Fixed Charge Coverage Ratio and the Senior Debt Rating by ▇▇▇▇▇’▇ and S&P. The Fixed Charge Coverage Ratio shall be determined as at the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered to the Administrative Agent pursuant to §6.4 hereof and the Senior Debt Rating shall be determined as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate per annum, corresponding to the higher of the Levels set forth in the table below (with Level I being the highest level and Level V being the lowest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating. In the event that the Level derived from the Senior Debt Ratings and the Level derived from the Fixed Charge Coverage Ratio are more than two Levels apart, the applicable Level for the Applicable Margin shall be the Level that is two Levels higher than the lower of the two Levels. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the Senior Debt Rating: (a) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the higher of the two Levels and (b) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level higher than the lower of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth in column D in the table below, (ii) the Applicable Margin with respect to Base Rate Loans shall be the rate per annum set forth in column E in the table below, (iii) the Facility Fee shall be the rate per annum set forth in column F in the table below, (iv) the Letter of Credit Fee with respect to standby Letters of Credit shall be the rate per annum set forth in column G in the table below and (v) the Letter of Credit Fee with respect to documentary Letters of Credit shall be the rate per annum set forth in column H in the table below. I > 4.00:1 S&P: A ▇▇▇▇▇’▇: A2 or better 0.850 % 0.000 % 0.150 % 0.850 % 0.4250 % II > 2.75:1 and < 4.00:1 S&P: A- ▇▇▇▇▇’▇: A3 or better 1.075 % 0.075 % 0.175 % 1.075 % 0.5375 % III > 2.50:1 and < 2.75:1 S&P: BBB+ ▇▇▇▇▇’▇: Baa1 or better 1.275 % 0.275 % 0.225 % 1.275 % 0.6375 % IV > 2.25:1 and < 2.50:1 S&P: BBB ▇▇▇▇▇’▇: Baa2 or better 1.475 % 0.475 % 0.275 % 1.475 % 0.7375 % V < 2.25:1 S&P: BBB- or lower ▇▇▇▇▇’▇: Baa3 or lower 1.650 % 0.650 % 0.350 % 1.650 % 0.8250 % Notwithstanding the foregoing, if the Borrower fails to deliver any Compliance Certificate pursuant to §§6.4(a) or (b) hereof then, for the period commencing on the date such Compliance Certificate was due through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be the Applicable Margin corresponding to Level V above.

Applicable Margin. Initially, the Applicable Margin shall be the applicable rate per annum, corresponding to Level III set forth in the table below; thereafter, the The Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “"Rate Adjustment Period”") based on a determination of the Fixed Charge Coverage Ratio and the Senior Debt Rating by ▇▇▇▇▇’▇ and S&P. Rating. The Fixed Charge Coverage Ratio shall be determined as at the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered to the Administrative Agent pursuant to §6.4 hereof ss.6.4 and the Senior Debt Rating shall be determined as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate per annumPER ANNUM, expressed in Basis Points, corresponding to the higher lower of the Levels set forth in the table below (with Level I being the highest lowest level and Level V VI being the lowest highest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating. In the event that the Level derived from the Senior Debt Ratings and the Level derived from , PROVIDED THAT if the Fixed Charge Coverage Ratio and Senior Debt Rating are more than two Levels one Level apart, the applicable Level for the Applicable Margin shall be one Level below the Level that is two Levels higher than the lower of the two applicable Levels. In the event that the Senior Debt Ratings assigned by Mood▇'▇ ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the Senior Debt Rating: (ai) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the higher lower of the two Levels and (bii) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level below the higher than the lower of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency (i) Eurodollar Rate Loans and Letter of Credit Fees shall be the rate per annum set forth in column D in the table below, below and (ii) the Applicable Margin with respect to Base Rate Loans Facility Fee shall be the rate per annum set forth in column E in the table below. ======================================================================================================== A B C D E ======================================================================================================== LEVEL FIXED CHARGE SENIOR DEBT EURODOLLAR RATE FACILITY FEE COVERAGE RATIO RATING LOANS AND LETTER OF CREDIT FEES 1/ -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- I [GREATER 2.50:1 S&P: A- 15.0 7.0 THAN OR Mood▇'▇: ▇▇ or EQUAL TO] better -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- ---------- _______1/ As provided in ss.3.5, (iii) the Facility Fee shall be the rate per annum set forth in column F in the table below, (iv) the Letter of Credit Fee with respect to standby Letters of Credit shall be the rate per annum set forth in column G in the table below and (v) the Letter of Credit Fee Fees with respect to documentary Letters of Credit shall be the rate per annum set forth in column H in the table below. I > 4.00:1 S&P: A ▇▇▇▇▇’▇: A2 or better 0.850 % 0.000 % 0.150 % 0.850 % 0.4250 % II > 2.75:1 and < 4.00:1 S&P: A- ▇▇▇▇▇’▇: A3 or better 1.075 % 0.075 % 0.175 % 1.075 % 0.5375 % III > 2.50:1 and < 2.75:1 S&P: BBB+ ▇▇▇▇▇’▇: Baa1 or better 1.275 % 0.275 % 0.225 % 1.275 % 0.6375 % IV > 2.25:1 and < 2.50:1 S&P: BBB ▇▇▇▇▇’▇: Baa2 or better 1.475 % 0.475 % 0.275 % 1.475 % 0.7375 % V < 2.25:1 S&P: BBB- or lower ▇▇▇▇▇’▇: Baa3 or lower 1.650 % 0.650 % 0.350 % 1.650 % 0.8250 % Notwithstanding the foregoing, if the Borrower fails to deliver any Compliance Certificate pursuant to §§6.4(acalculated at one-half (1/2) or (b) hereof then, for the period commencing on the date such Compliance Certificate was due through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be the Applicable Margin corresponding to Level V aboveset forth below.

Applicable Margin. InitiallyThe Applicable Margin provided for in Section 5.1(a) ----------------- with respect to the Loans (the "Applicable Margin") shall (i) for the period commencing on the Closing Date and ending on the date that is six (6) months from the Closing Date (the "Initial Adjustment Date"), equal the percentages set forth as follows: Revolving Credit and Term A Loan Facilities Term B Loan Facility Applicable Margin Per Annum Applicable Margin Per Annum Base Rate + LIBOR Rate + Base Rate + LIBOR Rate + --------------------------- --------------------------- 2.25% 3.25% 2.75% 3.75% and (ii) commencing on the Initial Adjustment Date and for each fiscal quarter thereafter, shall be based upon the Leverage Ratio as set forth in the table below and shall be determined and adjusted on the Initial Adjustment Date and thereafter, 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 Initial Adjustment Date and ending on the next Calculation Date to occur after the Initial Adjustment Date, the calculation of the Applicable Margin shall be based on the most recent Officer's Compliance Certificate received by the Administrative Agent and Lenders prior to the Initial Adjustment Date. Notwithstanding the foregoing, if the Borrowers fail to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrowers and their Subsidiaries preceding the applicable rate per annum, corresponding to Level III set forth in the table below; thereafterCalculation Date, the Applicable Margin from such Calculation Date shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”) based on a determination of Pricing Level 1 (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Fixed Charge Coverage Ratio and the Senior Debt Rating by ▇▇▇▇▇’▇ and S&P. The Fixed Charge Coverage Ratio Pricing Level shall be determined as at the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered by reference to the Administrative Agent pursuant to §6.4 hereof and the Senior Debt Rating shall be determined Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrowers preceding Rate Adjustment Periodsuch Calculation Date. The Applicable Margin shall be effective from one Calculation Date until the applicable rate per annum, corresponding to the higher of the Levels set forth next Calculation Date. Any adjustment in the table below (with Level I being the highest level and Level V being the lowest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating. In the event that the Level derived from the Senior Debt Ratings and the Level derived from the Fixed Charge Coverage Ratio are more than two Levels apart, the applicable Level for the Applicable Margin shall be the Level that is two Levels higher than the lower of the two Levels. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the Senior Debt Rating: (a) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the higher all Extensions of the two Levels Credit then existing or subsequently made or issued. Revolving Credit and (b) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level higher than the lower of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Term A Loan Facilities Term B Loan Facility Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth in column D in the table below, (ii) the Per Annum Applicable Margin with respect to Per Annum Level Leverage Ratio Base Rate Loans shall be the rate per annum set forth in column E in the table below, (iii) the Facility Fee shall be the rate per annum set forth in column F in the table below, (iv) the Letter of Credit Fee with respect + LIBOR Rate + Base Rate + LIBOR Rate + ----- -------------- --------------------------- --------------------------- 1 Greater than or equal to standby Letters of Credit shall be the rate per annum set forth in column G in the table below and (v) the Letter of Credit Fee with respect 3.00 to documentary Letters of Credit shall be the rate per annum set forth in column H in the table below1.0. I > 4.00:1 S&P: A ▇▇▇▇▇’▇: A2 2.50% 3.50% 3.00% 4.00% 2 Less than 3.00 to 1.0 but greater than or better 0.850 equal to 2.50 to 1.0. 2.25% 0.000 3.25% 0.150 2.75% 0.850 % 0.4250 % II > 2.75:1 and < 4.00:1 S&P: A- ▇▇▇▇▇’▇: A3 or better 1.075 % 0.075 % 0.175 % 1.075 % 0.5375 % III > 2.50:1 and < 2.75:1 S&P: BBB+ ▇▇▇▇▇’▇: Baa1 or better 1.275 % 0.275 % 0.225 % 1.275 % 0.6375 % IV > 2.25:1 and < 2.50:1 S&P: BBB ▇▇▇▇▇’▇: Baa2 or better 1.475 % 0.475 % 0.275 % 1.475 % 0.7375 % V < 2.25:1 S&P: BBB- or lower ▇▇▇▇▇’▇: Baa3 or lower 1.650 % 0.650 % 0.350 % 1.650 % 0.8250 % Notwithstanding the foregoing, if the Borrower fails to deliver any Compliance Certificate pursuant to §§6.4(a) or (b) hereof then, for the period commencing on the date such Compliance Certificate was due through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be the Applicable Margin corresponding to Level V above.3.75%

Applicable Margin. InitiallyThe Applicable Margin provided for in Section 5.1(a) with respect to any Loan (the "Applicable Margin") shall be based upon the table set forth 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 Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; provided, however, that (a) the initial Applicable Margin shall be the applicable rate per annum, corresponding to based on Pricing Level III set forth in (as shown below) and shall remain at Pricing Level III until receipt by the table below; thereafter, the Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”) based on a determination Administrative Agent of the Fixed Charge Coverage Ratio and Officer's Compliance Certificate for the Senior Debt Rating by ▇▇▇▇▇’▇ and S&P. The Fixed Charge Coverage Ratio period ended December 28, 2003 and, thereafter the Pricing Level shall be determined as at the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered by reference to the Administrative Agent pursuant to §6.4 hereof and the Senior Debt Rating shall be determined Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding Rate Adjustment Periodthe applicable Calculation Date, and (b) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level IV (as 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 Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin shall be effective from one Calculation Date until the applicable rate per annum, corresponding to the higher of the Levels set forth next Calculation Date. Any adjustment in the table below (with Level I being the highest level and Level V being the lowest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating. In the event that the Level derived from the Senior Debt Ratings and the Level derived from the Fixed Charge Coverage Ratio are more than two Levels apart, the applicable Level for the Applicable Margin shall be the Level that is two Levels higher than the lower of the two Levels. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the Senior Debt Rating: (a) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the higher of the two Levels and (b) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level higher than the lower of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth in column D in the table below, (ii) the Applicable Margin with respect to Base Rate Loans shall be the rate per annum set forth in column E in the table below, (iii) the Facility Fee shall be the rate per annum set forth in column F in the table below, (iv) the Letter all Extensions of Credit Fee with respect then existing or subsequently made or issued. REVOLVING CREDIT LOANS TERM LOANS ----------------------------------------------------------------------------------------------------------- PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR BASE RATE LIBOR BASE RATE ----------------------------------------------------------------------------------------------------------- IV Greater than 3.00 to standby Letters of Credit shall be the rate per annum set forth in column G in the table below and (v) the Letter of Credit Fee with respect 1.00 3.25% 2.00% 3.00% 1.75% -------------------------------------------------------------------------------------------------------- III Greater than 2.50 to documentary Letters of Credit shall be the rate per annum set forth in column H in the table below. 1.00, but 3.00% 1.75% 3.00% 1.75% less than or equal to 3.00 to 1.00 -------------------------------------------------------------------------------------------------------- II Greater than 2.00 to 1.00, but 2.75% 1.50% 3.00% 1.75% less than or equal to 2.50 to 1.00 -------------------------------------------------------------------------------------------------------- I > 4.00:1 S&P: A ▇▇▇▇▇’▇: A2 Less than or better 0.850 equal to 2.00 2.50% 0.000 1.25% 0.150 3.00% 0.850 1.75% 0.4250 % II > 2.75:1 and < 4.00:1 S&P: A- ▇▇▇▇▇’▇: A3 or better 1.075 % 0.075 % 0.175 % 1.075 % 0.5375 % III > 2.50:1 and < 2.75:1 S&P: BBB+ ▇▇▇▇▇’▇: Baa1 or better 1.275 % 0.275 % 0.225 % 1.275 % 0.6375 % IV > 2.25:1 and < 2.50:1 S&P: BBB ▇▇▇▇▇’▇: Baa2 or better 1.475 % 0.475 % 0.275 % 1.475 % 0.7375 % V < 2.25:1 S&P: BBB- or lower ▇▇▇▇▇’▇: Baa3 or lower 1.650 % 0.650 % 0.350 % 1.650 % 0.8250 % Notwithstanding the foregoing, if the Borrower fails to deliver any Compliance Certificate pursuant to §§6.4(a) or (b) hereof then, for the period commencing on the date such Compliance Certificate was due through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be the Applicable Margin corresponding to Level V above.--------------------------------------------------------------------------------------------------------

Applicable Margin. Initially, the The Applicable Margin provided for in Section 3.1(a) with respect to any Revolving Credit Loan (the “Applicable Margin”) shall be based upon the applicable rate per annumtable set forth below and determined by reference to the most recently announced senior unsecured long-term, non-credit enhanced debt rating (“Debt Rating”) of the Company as determined by Standard & Poor’s and ▇▇▇▇▇’▇ as set forth below. In the event that both ▇▇▇▇▇’▇ and Standard & Poor’s shall not have in effect a Debt Rating (other than by reason of the circumstances referred to in the last sentence of this paragraph), then such Debt Rating shall be deemed to be at Pricing Level V. In the event that either of ▇▇▇▇▇’▇ or Standard & Poor’s shall not have in effect a Debt Rating (other than by reason of the circumstances referred to in the last sentence of this paragraph), then such Debt Rating shall be deemed to be at the Pricing Level corresponding to Level III set forth in the table below; thereafter, the Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”) based on a determination of the Fixed Charge Coverage Ratio and the Senior Debt Rating by ▇▇▇▇▇’▇ and S&P. The Fixed Charge Coverage Ratio shall be determined as at the end of the fiscal period for which financial statements and or Standard & Poor’s (whichever does have a Compliance Certificate have most recently been delivered to the Administrative Agent pursuant to §6.4 hereof and the Senior Debt Rating shall be determined in effect as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate per annum, corresponding to the higher of the Levels set forth such date) that is in the table below (with Level I being the highest level and Level V being the lowest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Ratingeffect on such date. In the event that the Level derived from the Senior corresponding Debt Ratings publicly announced by Standard & Poor’s and the Level derived from the Fixed Charge Coverage Ratio are more than two Levels apart▇▇▇▇▇’▇ listed above differ by (i) one level, the applicable Level for the Applicable Margin shall be based upon the Pricing Level that which corresponds to the Debt Rating which is the higher of such announced Debt Ratings, and (ii) two Levels or more levels, the Applicable Margin shall be based upon the Pricing Level which corresponds to the Debt Rating which is one rating below the higher than of such announced Debt Ratings. Any change in the lower Applicable Margin shall be effective on the date upon which a change in the Company’s applicable Debt Rating is announced or is made publicly available. In all cases, the Company shall notify the Administrative Agent of any change in the applicable Debt Rating within five (5) Business Days of the two Levelsdate upon which such change is announced or publicly made available. In If the event that the Senior Debt Ratings assigned by rating system of ▇▇▇▇▇’▇ and S&P are not equivalentStandard & Poor’s shall change, or if both of such rating agencies shall cease to be in the business of rating corporate debt obligations, the following criteria Company and the Lenders shall determine which Level shall be applicable negotiate in good faith to amend this definition to reflect such changed rating system or the Senior Debt Rating: (a) if unavailability of ratings from such rating agencies and, pending the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the higher effectiveness of the two Levels and (b) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level higher than the lower of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth in column D in the table below, (ii) the Applicable Margin with respect to Base Rate Loans shall be the rate per annum set forth in column E in the table below, (iii) the Facility Fee shall be the rate per annum set forth in column F in the table below, (iv) the Letter of Credit Fee with respect to standby Letters of Credit shall be the rate per annum set forth in column G in the table below and (v) the Letter of Credit Fee with respect to documentary Letters of Credit shall be the rate per annum set forth in column H in the table below. I > 4.00:1 S&P: A ▇▇▇▇▇’▇: A2 or better 0.850 % 0.000 % 0.150 % 0.850 % 0.4250 % II > 2.75:1 and < 4.00:1 S&P: A- ▇▇▇▇▇’▇: A3 or better 1.075 % 0.075 % 0.175 % 1.075 % 0.5375 % III > 2.50:1 and < 2.75:1 S&P: BBB+ ▇▇▇▇▇’▇: Baa1 or better 1.275 % 0.275 % 0.225 % 1.275 % 0.6375 % IV > 2.25:1 and < 2.50:1 S&P: BBB ▇▇▇▇▇’▇: Baa2 or better 1.475 % 0.475 % 0.275 % 1.475 % 0.7375 % V < 2.25:1 S&P: BBB- or lower ▇▇▇▇▇’▇: Baa3 or lower 1.650 % 0.650 % 0.350 % 1.650 % 0.8250 % Notwithstanding the foregoing, if the Borrower fails to deliver any Compliance Certificate pursuant to §§6.4(a) or (b) hereof then, for the period commencing on the date such Compliance Certificate was due through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is deliveredamendment, the Applicable Margin shall be determined by reference to the Applicable Margin corresponding Debt Rating most recently in effect prior to Level V abovesuch change or cessation.

Applicable Margin. InitiallyBased upon, and three (3) Business Days following receipt by the Agent (the date of the effectiveness of any Performance Adjustment, a "PERFORMANCE ADJUSTMENT DATE") of, (a) beginning with the Borrower's financial statements as hereafter described for the fiscal quarter of the Borrower ending December 31, 1997, (i) with respect to the first three fiscal quarters of each fiscal year, the Borrower's quarterly unaudited consolidated and consolidating financial statements pursuant to SECTION 9.4(B) hereof and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrowers' annual audited consolidated and consolidating financial statements pursuant to SECTION 9.4(A) hereof, and (b) a certificate of the chief financial officer of the Borrower setting forth calculations of the financial information set forth below (the Borrower also hereby agreeing to provide to the Agent, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations), the Base Rate Applicable Margin, the Eurodollar Applicable Margin and the Commitment Fee shall be subject to adjustment in accordance with the applicable rate per annumprovisions of this paragraph (each such adjustment, corresponding to Level III set forth in the table below; thereaftera "PERFORMANCE ADJUSTMENT"). The Eurodollar Applicable Margin, the Base Rate Applicable Margin and the Commitment Fee with respect to any period following any Performance Adjustment Date until the next succeeding Performance Adjustment Date shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”) based on a determination of the Fixed Charge Coverage Ratio and the Senior Debt Rating by ▇▇▇▇▇’▇ and S&P. The Fixed Charge Coverage Ratio shall be determined as at the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered to the Administrative Agent pursuant to §6.4 hereof and the Senior Debt Rating shall be determined as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate per annum, corresponding to the higher of the Levels set forth in the table below (with Level I being on the highest level and Level V being the lowest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating. In the event that the Level derived from the Senior Debt Ratings and the Level derived from the Fixed Charge Coverage Ratio are more than two Levels apart, the applicable Level for the Applicable Margin shall be the Level that is two Levels higher than the lower of the two Levels. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the Senior Debt Rating: (a) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the higher of the two Levels and (b) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level higher than the lower of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin line furthest down in such table with respect to Eurocurrency Rate Loans which the Funded Debt Ratio for the fiscal quarter most recently ended prior to such possible Performance Adjustment Date shall be less than the rate per annum ratio set forth on such line in column D in the table below, (ii) the Applicable Margin with respect such table: ----------------------------------------------------------------------- BASE RATE FUNDED DEBT EURODOLLAR APPLICABLE COMMITMENT RATIO APPLICABLE MARGIN MARGIN FEE ----------------------------------------------------------------------- equal to Base Rate Loans shall be the rate per annum set forth in column E in the table below, (iii) the Facility Fee shall be the rate per annum set forth in column F in the table below, (iv) the Letter of Credit Fee with respect or greater than 3.00:1.00 2.50% 1.00% 0.50% ----------------------------------------------------------------------- equal to standby Letters of Credit shall be the rate per annum set forth in column G in the table below and (v) the Letter of Credit Fee with respect or greater than 2.50:1.00 but less than 3.00:1.00 2.25% 0.75% 0.375% ----------------------------------------------------------------------- equal to documentary Letters of Credit shall be the rate per annum set forth in column H in the table below. I > 4.00:1 S&P: A ▇▇▇▇▇’▇: A2 or better 0.850 greater than 2.00:1.00 but less than 2.50:1.00 2.00% 0.000 0.50% 0.150 0.375% 0.850 ----------------------------------------------------------------------- less than 2.00:1.00 1.75% 0.4250 0.25% II > 2.75:1 and < 4.00:1 S&P: A- ▇▇▇▇▇’▇: A3 or better 1.075 0.25% 0.075 % 0.175 % 1.075 % 0.5375 % III > 2.50:1 and < 2.75:1 S&P: BBB+ ▇▇▇▇▇’▇: Baa1 or better 1.275 % 0.275 % 0.225 % 1.275 % 0.6375 % IV > 2.25:1 and < 2.50:1 S&P: BBB ▇▇▇▇▇’▇: Baa2 or better 1.475 % 0.475 % 0.275 % 1.475 % 0.7375 % V < 2.25:1 S&P: BBB- or lower ▇▇▇▇▇’▇: Baa3 or lower 1.650 % 0.650 % 0.350 % 1.650 % 0.8250 % Notwithstanding the foregoing, if the Borrower fails to deliver any Compliance Certificate pursuant to §§6.4(a) or (b) hereof then, for the period commencing on the date such Compliance Certificate was due through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be the Applicable Margin corresponding to Level V above.-----------------------------------------------------------------------

Applicable Margin. Initially, the Applicable Margin shall be the applicable rate per annum, corresponding to Level III set forth in the table below; thereafter, the The Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”) based on a determination of the Fixed Charge Coverage Ratio and the Senior Debt Rating by ▇▇▇▇▇’▇ and S&P. Rating. The Fixed Charge Coverage Ratio shall be determined as at the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered to the Administrative Agent pursuant to §6.4 hereof and the Senior Debt Rating shall be determined as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate per annum, corresponding to the higher lower of the Levels set forth in the table below (with Level I being the highest lowest level and Level V IV being the lowest highest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating. In the event that the Level derived from the Senior Debt Ratings and the Level derived from the Fixed Charge Coverage Ratio are more than two Levels apart, the applicable Level for the Applicable Margin shall be the Level that is two Levels higher than the lower of the two Levels. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the Senior Debt Rating: (a) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the higher lower of the two Levels and (b) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level higher than above (i.e., towards Level IV) the lower of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Base Rate Loans shall be the rate per annum set forth in column C in the table below (as such Applicable Margin shall be adjusted pursuant to the last paragraph of this definition), (ii) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth in column D in the table below, below (ii) the as such Applicable Margin with respect to Base Rate Loans shall be adjusted pursuant to the rate per annum set forth in column E in the table below, last paragraph of this definition) and (iii) the Facility Commitment Fee shall be the rate per annum set forth in column F in the table below, (iv) the Letter of Credit Fee with respect to standby Letters of Credit shall be the rate per annum set forth in column G in the table below and (v) the Letter of Credit Fee with respect to documentary Letters of Credit shall be the rate per annum set forth in column H in the table below. E. I > 4.00:1 S&P: A ▇▇▇▇▇’▇: A2 or better 0.850 % 0.000 % 0.150 % 0.850 % 0.4250 % II > 2.75:1 and < 4.00:1 S&P: A- ▇▇▇▇▇’▇: A3 or better 1.075 % 0.075 % 0.175 % 1.075 % 0.5375 % III > 2.50:1 and < 2.75:1 S&P: BBB+ or better ▇▇▇▇▇’▇: Baa1 or better 1.275 0 % 0.275 1.00 % 0.225 0.08 % 1.275 % 0.6375 % IV > 2.25:1 and < 2.50:1 II S&P: BBB ▇▇▇▇▇’▇: Baa2 or better 1.475 0.125 % 0.475 1.125 % 0.275 0.09 % 1.475 % 0.7375 % V < 2.25:1 III S&P: BBB- or lower ▇▇▇▇▇’▇: Baa3 or lower 1.650 0.375 % 0.650 1.375 % 0.350 0.125 % 1.650 IV S&P: Lower than BBB- ▇▇▇▇▇’▇: Lower than Baa3 0.75 % 0.8250 1.75 % 0.175 % Notwithstanding the foregoing, if the Borrower fails to deliver any Compliance Certificate pursuant to §§6.4(a5.4(a) or (b) hereof then, for the period commencing on the date such Compliance Certificate was due through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be the Applicable Margin corresponding to Level V IV above. The relevant Applicable Margin for Base Rate Loans and Eurocurrency Rate Loans, as determined in accordance with this definition, shall increase by (i) 0.25% per annum on the date which is 90 days after the Closing Date, (ii) an additional 0.50% per annum on the date which is 180 days after the Closing Date and (iii) an additional 0.50% per annum on the date which is 210 days after the Closing Date.

Applicable Margin. InitiallyThe Applicable Margin provided for in Section 5.1(a) with respect to any Loan (the “Applicable Margin”) shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a “Calculation Date”) ten (10) Business Days after the earlier of (i) the date on which Borrower provides or (ii) the date on which the Borrower is required to provide, an Officer’s Compliance Certificate for the most recently ended Fiscal Quarter of the Borrower; provided, however, that (A) the initial Applicable Margin shall be the applicable rate per annum, corresponding to Level III set forth in the table below; thereafter, the Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”) based on a determination of Pricing Level IV (as shown below) and shall remain at Pricing Level IV until the Fixed Charge Coverage Ratio and first Calculation Date occurring after the Senior Debt Rating by ▇▇▇▇▇’▇ and S&P. The Fixed Charge Coverage Ratio Closing Date and, thereafter the Pricing Level shall be determined as at the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered by reference to the Administrative Agent pursuant Adjusted Debt to §6.4 hereof and the Senior Debt Rating shall be determined EBITDAR Ratio as of the last day of the most recently ended Fiscal Quarter of the Borrower preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate per annumCalculation Date, corresponding to the higher of the Levels set forth in the table below (with Level I being the highest level and Level V being the lowest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating. In the event that the Level derived from the Senior Debt Ratings and the Level derived from the Fixed Charge Coverage Ratio are more than two Levels apart, the applicable Level for the Applicable Margin shall be the Level that is two Levels higher than the lower of the two Levels. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the Senior Debt Rating: (a) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the higher of the two Levels and (bB) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level higher than the lower of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth in column D in the table below, (ii) the Applicable Margin with respect to Base Rate Loans shall be the rate per annum set forth in column E in the table below, (iii) the Facility Fee shall be the rate per annum set forth in column F in the table below, (iv) the Letter of Credit Fee with respect to standby Letters of Credit shall be the rate per annum set forth in column G in the table below and (v) the Letter of Credit Fee with respect to documentary Letters of Credit shall be the rate per annum set forth in column H in the table below. I > 4.00:1 S&P: A ▇▇▇▇▇’▇: A2 or better 0.850 % 0.000 % 0.150 % 0.850 % 0.4250 % II > 2.75:1 and < 4.00:1 S&P: A- ▇▇▇▇▇’▇: A3 or better 1.075 % 0.075 % 0.175 % 1.075 % 0.5375 % III > 2.50:1 and < 2.75:1 S&P: BBB+ ▇▇▇▇▇’▇: Baa1 or better 1.275 % 0.275 % 0.225 % 1.275 % 0.6375 % IV > 2.25:1 and < 2.50:1 S&P: BBB ▇▇▇▇▇’▇: Baa2 or better 1.475 % 0.475 % 0.275 % 1.475 % 0.7375 % V < 2.25:1 S&P: BBB- or lower ▇▇▇▇▇’▇: Baa3 or lower 1.650 % 0.650 % 0.350 % 1.650 % 0.8250 % Notwithstanding the foregoing, if the Borrower fails to deliver any provide the Officer’s Compliance Certificate pursuant to §§6.4(a) or (b) hereof then, as required by Section 8.2 for the period commencing on most recently ended Fiscal Quarter of the date such Compliance Certificate was due through the date immediately Borrower preceding the Adjustment applicable Calculation Date, the Applicable Margin from such Calculation Date that occurs immediately following the date shall be based on which Pricing Level I (as shown below) until such time as an appropriate Officer’s Compliance Certificate is deliveredprovided, at which time the Pricing Level shall be determined by reference to the Adjusted Debt to EBITDAR Ratio as of the last day of the most recently ended Fiscal Quarter of the Borrower preceding such Calculation Date. Subject to Sections 5.1(c)(ii)(A) and (B) in the preceding sentence, the Applicable Margin shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin corresponding shall be applicable to Level all Extensions of Credit then existing or subsequently made or issued. Notwithstanding the foregoing, in the event that any financial statement or Officer’s Compliance Certificate delivered pursuant to Section 8.1 or 8.2 is shown to be inaccurate (regardless of whether (i) this Agreement is in effect, (ii) the Revolving Credit Commitment is in effect, or (iii) any Extension of Credit is outstanding when such inaccuracy is discovered or such financial statement or Officer’s Compliance Certificate was delivered), and such 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 (x) the Borrower shall promptly deliver to the Administrative Agent a corrected Officer’s Compliance Certificate for such Applicable Period, (y) the Applicable Margin for such Applicable Period shall be determined as if the Adjusted Debt to EBITDAR Ratio in the corrected Officer’s Compliance Certificate were applicable for such Applicable Period, and (z) the Borrower shall promptly and retroactively be obligated to pay to the Administrative Agent the accrued additional interest and fees owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with Section 5.4. Nothing in this paragraph shall limit the rights of the Administrative Agent and Lenders with respect to Sections 5.1(d) and 12.2 nor any of their other rights under this Agreement. The Borrower’s obligations under this paragraph shall survive the termination of the Revolving Credit Commitment and the repayment of all other Obligations hereunder. I Greater than or equal to 5.00 to 1.00 3.250 % 4.000 % II Greater than or equal to 4.50 to 1.00 but less than 5.00 to 1.00 3.000 % 3.750 % III Greater than or equal to 4.00 to 1.00 but less than 4.50 to 1.00 2.750 % 3.500 % IV Greater than or equal to 3.50 to 1.00 but less than 4.00 to 1.00 2.500 % 3.250 % V above.Less than 3.50 to 1.00 2.250 % 3.000 %

Applicable Margin. Initially, the The Applicable Margin provided for in Section 3.1(a) with respect to any Loan (the “Applicable Margin”) shall be based upon the applicable rate per annumtable set forth below and determined by reference to the most recently announced senior unsecured long-term, non-credit enhanced debt rating (“Debt Rating”) of the Borrower as determined by Standard & Poor’s and ▇▇▇▇▇’▇ as set forth below. In the event that both ▇▇▇▇▇’▇ and Standard & Poor’s shall not have in effect a Debt Rating (other than by reason of the circumstances referred to in the last sentence of this paragraph), then such Debt Rating shall be deemed to be at Pricing Level V. In the event that either of ▇▇▇▇▇’▇ or Standard & Poor’s shall not have in effect a Debt Rating (other than by reason of the circumstances referred to in the last sentence of this paragraph), then such Debt Rating shall be deemed to be at the Pricing Level corresponding to Level III set forth in the table below; thereafter, the Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”) based on a determination of the Fixed Charge Coverage Ratio and the Senior Debt Rating by ▇▇▇▇▇’▇ and S&P. The Fixed Charge Coverage Ratio shall be determined as at the end of the fiscal period for which financial statements and or Standard & Poor’s (whichever does have a Compliance Certificate have most recently been delivered to the Administrative Agent pursuant to §6.4 hereof and the Senior Debt Rating shall be determined in effect as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate per annum, corresponding to the higher of the Levels set forth such date) that is in the table below (with Level I being the highest level and Level V being the lowest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Ratingeffect on such date. In the event that the Level derived from the Senior corresponding Debt Ratings publicly announced by Standard & Poor’s and the Level derived from the Fixed Charge Coverage Ratio are more than two Levels apart▇▇▇▇▇’▇ listed above differ by (i) one level, the applicable Level for the Applicable Margin shall be based upon the Pricing Level that which corresponds to the Debt Rating which is the higher of such announced Debt Ratings, and (ii) two Levels or more levels, the Applicable Margin shall be based upon the Pricing Level which corresponds to the Debt Rating which is one rating below the higher than of such announced Debt Ratings. Any change in the lower Applicable Margin shall be effective on the date upon which a change in the Borrower’s applicable Debt Rating is announced or is made publicly available. In all cases, the Borrower shall notify the Administrative Agent of any change in the applicable Debt Rating within five (5) Business Days of the two Levelsdate upon which such change is announced or publicly made available. In If the event that the Senior Debt Ratings assigned by rating system of ▇▇▇▇▇’▇ and S&P are not equivalentStandard & Poor’s shall change, or if both of such rating agencies shall cease to be in the business of rating corporate debt obligations, the following criteria Borrower and the Lenders shall determine which Level shall be applicable negotiate in good faith to amend this definition to reflect such changed rating system or the Senior Debt Rating: (a) if unavailability of ratings from such rating agencies and, pending the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the higher effectiveness of the two Levels and (b) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level higher than the lower of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth in column D in the table below, (ii) the Applicable Margin with respect to Base Rate Loans shall be the rate per annum set forth in column E in the table below, (iii) the Facility Fee shall be the rate per annum set forth in column F in the table below, (iv) the Letter of Credit Fee with respect to standby Letters of Credit shall be the rate per annum set forth in column G in the table below and (v) the Letter of Credit Fee with respect to documentary Letters of Credit shall be the rate per annum set forth in column H in the table below. I > 4.00:1 S&P: A ▇▇▇▇▇’▇: A2 or better 0.850 % 0.000 % 0.150 % 0.850 % 0.4250 % II > 2.75:1 and < 4.00:1 S&P: A- ▇▇▇▇▇’▇: A3 or better 1.075 % 0.075 % 0.175 % 1.075 % 0.5375 % III > 2.50:1 and < 2.75:1 S&P: BBB+ ▇▇▇▇▇’▇: Baa1 or better 1.275 % 0.275 % 0.225 % 1.275 % 0.6375 % IV > 2.25:1 and < 2.50:1 S&P: BBB ▇▇▇▇▇’▇: Baa2 or better 1.475 % 0.475 % 0.275 % 1.475 % 0.7375 % V < 2.25:1 S&P: BBB- or lower ▇▇▇▇▇’▇: Baa3 or lower 1.650 % 0.650 % 0.350 % 1.650 % 0.8250 % Notwithstanding the foregoing, if the Borrower fails to deliver any Compliance Certificate pursuant to §§6.4(a) or (b) hereof then, for the period commencing on the date such Compliance Certificate was due through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is deliveredamendment, the Applicable Margin shall be determined by reference to the Applicable Margin corresponding Debt Rating most recently in effect prior to Level V abovesuch change or cessation.

Applicable Margin. Initially, the Applicable Margin shall be the applicable rate per annum, corresponding to Level III set forth in the table below; thereafter, the The Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”) based on a determination of the Fixed Charge Coverage Ratio and the Senior Debt Rating by ▇▇▇▇▇’▇ and S&P. Rating. The Fixed Charge Coverage Ratio shall be determined as at the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered to the Administrative Agent pursuant to §6.4 hereof and the Senior Debt Rating shall be determined as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate per annum, corresponding to the higher lower of the Levels set forth in the table below (with Level I being the highest lowest level and Level V IV being the lowest highest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating. In the event that the Level derived from the Senior Debt Ratings and the Level derived from the Fixed Charge Coverage Ratio are more than two Levels apart, the applicable Level for the Applicable Margin shall be the Level that is two Levels higher than the lower of the two Levels. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the Senior Debt Rating: (a) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the higher lower of the two Levels and (b) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level higher than above (i.e., towards Level IV) the lower of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Base Rate Loans shall be the rate per annum set forth in column C in the table below (as such Applicable Margin shall be adjusted pursuant to the last paragraph of this definition) and (ii) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth in column D in the table below, below (ii) the as such Applicable Margin with respect to Base Rate Loans shall be adjusted pursuant to the rate per annum set forth in column E in the table below, (iii) the Facility Fee shall be the rate per annum set forth in column F in the table below, (iv) the Letter last paragraph of Credit Fee with respect to standby Letters of Credit shall be the rate per annum set forth in column G in the table below and (v) the Letter of Credit Fee with respect to documentary Letters of Credit shall be the rate per annum set forth in column H in the table belowthis definition). I > 4.00:1 S&P: A ▇▇▇▇▇’▇: A2 or better 0.850 % 0.000 % 0.150 % 0.850 % 0.4250 % II > 2.75:1 and < 4.00:1 S&P: A- ▇▇▇▇▇’▇: A3 or better 1.075 % 0.075 % 0.175 % 1.075 % 0.5375 % III > 2.50:1 and < 2.75:1 S&P: BBB+ or better ▇▇▇▇▇’▇: Baa1 or better 1.275 0.25 % 0.275 1.25 % 0.225 % 1.275 % 0.6375 % IV > 2.25:1 and < 2.50:1 II S&P: BBB ▇▇▇▇▇’▇: Baa2 or better 1.475 0.50 % 0.475 1.50 % 0.275 % 1.475 % 0.7375 % V < 2.25:1 III S&P: BBB- or lower BBB-▇▇▇▇▇’▇: Baa3 or lower 1.650 0.75 % 0.650 1.75 % 0.350 IV S&P: Lower than BBB-▇▇▇▇▇’▇: Lower than Baa3 1.50 % 1.650 % 0.8250 2.50 % Notwithstanding the foregoing, if the Borrower fails to deliver any Compliance Certificate pursuant to §§6.4(a5.4(a) or (b) hereof then, for the period commencing on the date such Compliance Certificate was due through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be the Applicable Margin corresponding to Level V IV above.

Applicable Margin. InitiallyThe applicable margin per annum provided for in Section 5.1(a) with respect to any Loan (the "Applicable Margin") (i) in the case of any Term Loan, shall be equal to 3.75 % if such Term Loan is a LIBOR Rate Loan, or 2.50% if such Term Loan is a Base Rate Loan, and (ii) in the case of a Revolving Credit Loan, shall be based upon the table set forth 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 Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; provided, however, that (a) the initial Applicable Margin shall be the applicable rate per annum, corresponding to Level III set forth in the table below; thereafter, the Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”) based on a determination of Pricing Level I (as shown below) and shall remain at Pricing Level I until the Fixed Charge Coverage Ratio and first Calculation Date occurring after the Senior Debt Rating by ▇▇▇▇▇’▇ and S&P. The Fixed Charge Coverage Ratio Closing Date and, thereafter the Pricing Level shall be determined as at the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered by reference to the Administrative Agent pursuant to §6.4 hereof and the Senior Debt Rating shall be determined Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding Rate Adjustment Periodthe applicable Calculation Date, and (b) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level I (as 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 Borrower preceding such Calculation Date. The Applicable Margin shall be effective from one Calculation Date until the applicable rate per annum, corresponding to the higher of the Levels set forth next Calculation Date. Any adjustment in the table below (with Level I being the highest level and Level V being the lowest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating. In the event that the Level derived from the Senior Debt Ratings and the Level derived from the Fixed Charge Coverage Ratio are more than two Levels apart, the applicable Level for the Applicable Margin shall be the Level that is two Levels higher than the lower of the two Levels. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the Senior Debt Rating: (a) if the Senior Debt Ratings are one all Advances then existing or subsequently made or issued. ---------------------------------------------------------------------------------------------- LIBOR FOR BASE RATE FOR TOTAL REVOLVING REVOLVING PRICING LEVEL LEVERAGE RATIO CREDIT FACILITY CREDIT FACILITY ------------- -------------- --------------- --------------- ---------------------------------------------------------------------------------------------- Level apartI Greater than or equal 3.25% 2.00% to 4.0 to 1.0 ---------------------------------------------------------------------------------------------- Less than 4.0 to 1.0, the but greater than or Level applicable II equal to the Senior Debt Rating shall be the higher of the two Levels and (b) if the Senior Debt Ratings are more 3.5 to 1.0 3.00% 1.75% ---------------------------------------------------------------------------------------------- Less than one 3.5 to 1.0, but greater than 3.0 Level apart, the III to 1.0 2.75% 1.50% ---------------------------------------------------------------------------------------------- Level applicable IV Less than 3.0 to the Senior Debt Rating shall be one Level higher than the lower of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth in column D in the table below, (ii) the Applicable Margin with respect to Base Rate Loans shall be the rate per annum set forth in column E in the table below, (iii) the Facility Fee shall be the rate per annum set forth in column F in the table below, (iv) the Letter of Credit Fee with respect to standby Letters of Credit shall be the rate per annum set forth in column G in the table below and (v) the Letter of Credit Fee with respect to documentary Letters of Credit shall be the rate per annum set forth in column H in the table below. I > 4.00:1 S&P: A ▇▇▇▇▇’▇: A2 or better 0.850 1.0 2.50% 0.000 1.25% 0.150 % 0.850 % 0.4250 % II > 2.75:1 and < 4.00:1 S&P: A- ▇▇▇▇▇’▇: A3 or better 1.075 % 0.075 % 0.175 % 1.075 % 0.5375 % III > 2.50:1 and < 2.75:1 S&P: BBB+ ▇▇▇▇▇’▇: Baa1 or better 1.275 % 0.275 % 0.225 % 1.275 % 0.6375 % IV > 2.25:1 and < 2.50:1 S&P: BBB ▇▇▇▇▇’▇: Baa2 or better 1.475 % 0.475 % 0.275 % 1.475 % 0.7375 % V < 2.25:1 S&P: BBB- or lower ▇▇▇▇▇’▇: Baa3 or lower 1.650 % 0.650 % 0.350 % 1.650 % 0.8250 % Notwithstanding the foregoing, if the Borrower fails to deliver any Compliance Certificate pursuant to §§6.4(a) or (b) hereof then, for the period commencing on the date such Compliance Certificate was due through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be the Applicable Margin corresponding to Level V above.----------------------------------------------------------------------------------------------

Applicable Margin. Initially, The applicable margin per annum provided for in Section 5.1(a) with respect to any Loan (the "Applicable Margin") shall be based upon the table set forth below by reference to the Total Leverage Ratio and adjusted quarterly on the date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; provided that (a) the initial Applicable Margin shall be the applicable rate per annum, corresponding to based on Pricing Level III I (as set forth in the table below; thereafter, the Applicable Margin ) and shall be in effect for each period commencing on an Adjustment Date through remain at Pricing Level I (as set forth below) until the date immediately preceding that is ten (10) Business Days after receipt by the next Adjustment Date (each Administrative Agent of a “Rate Adjustment Period”) based on a determination of pricing certificate in form and substance acceptable thereto with respect to the Fixed Charge Coverage Ratio fiscal quarter ending September 30, 2002 and the Senior Debt Rating by ▇▇▇▇▇’▇ and S&P. The Fixed Charge Coverage Ratio thereafter shall be determined as at the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered by reference to the Administrative Agent pursuant to §6.4 hereof and the Senior Debt Rating shall be determined Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding Rate Adjustment Periodthe applicable Calculation Date and (b) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level I (as 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 Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin shall be effective from one Calculation Date until the applicable rate per annum, corresponding to the higher of the Levels set forth next Calculation Date. Any adjustment in the table below (with Level I being the highest level and Level V being the lowest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating. In the event that the Level derived from the Senior Debt Ratings and the Level derived from the Fixed Charge Coverage Ratio are more than two Levels apart, the applicable Level for the Applicable Margin shall be the Level that is two Levels higher than the lower of the two Levels. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the Senior Debt Rating: (a) if the Senior Debt Ratings are one all Advances then existing or subsequently made or issued. -------------------------------------------------------------------------------------------------------------------- LIBOR FOR BASE RATE FOR LIBOR FOR BASE RATE FOR TOTAL REVOLVING REVOLVING TERM LOAN TERM LOAN PRICING LEVEL LEVERAGE RATIO CREDIT FACILITY CREDIT FACILITY FACILITY FACILITY -------------------------------------------------------------------------------------------------------------------- Level apartI Greater than 3.5 3.00% 1.75% 3.50% 2.25% to 1.0 -------------------------------------------------------------------------------------------------------------------- Less than or equal to 3.5 to 1.0, the but greater Level applicable II than 3.0 to the Senior Debt Rating shall be the higher of the two Levels and (b) if the Senior Debt Ratings are more 1.0 2.75% 1.50% 3.25% 2.00% -------------------------------------------------------------------------------------------------------------------- Less than one or equal to 3.0 to 1.0, but greater Level apart, the Level applicable III than 2.5 to the Senior Debt Rating shall be one Level higher 1.0 2.50% 1.25% 3.00% 1.75% -------------------------------------------------------------------------------------------------------------------- Less than the lower of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect or equal to Eurocurrency Rate Loans shall be the rate per annum set forth in column D in the table below, (ii) the Applicable Margin with respect to Base Rate Loans shall be the rate per annum set forth in column E in the table below, (iii) the Facility Fee shall be the rate per annum set forth in column F in the table below, (iv) the Letter of Credit Fee with respect to standby Letters of Credit shall be the rate per annum set forth in column G in the table below and (v) the Letter of Credit Fee with respect to documentary Letters of Credit shall be the rate per annum set forth in column H in the table below. I > 4.00:1 S&P: A ▇▇▇▇▇’▇: A2 or better 0.850 % 0.000 % 0.150 % 0.850 % 0.4250 % II > 2.75:1 and < 4.00:1 S&P: A- ▇▇▇▇▇’▇: A3 or better 1.075 % 0.075 % 0.175 % 1.075 % 0.5375 % III > 2.50:1 and < 2.75:1 S&P: BBB+ ▇▇▇▇▇’▇: Baa1 or better 1.275 % 0.275 % 0.225 % 1.275 % 0.6375 % IV > 2.25:1 and < 2.50:1 S&P: BBB ▇▇▇▇▇’▇: Baa2 or better 1.475 % 0.475 % 0.275 % 1.475 % 0.7375 % V < 2.25:1 S&P: BBB- or lower ▇▇▇▇▇’▇: Baa3 or lower 1.650 % 0.650 % 0.350 % 1.650 % 0.8250 % Notwithstanding the foregoing, if the Borrower fails to deliver any Compliance Certificate pursuant to §§6.4(a) or (b) hereof then, for the period commencing on the date such Compliance Certificate was due through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be the Applicable Margin corresponding 2.5 to Level V above.IV 1.0 2.25% 1.00% 2.75% 1.50% --------------------------------------------------------------------------------------------------------------------

Applicable Margin. Initially, The Applicable Margin provided for in Section 5.1(a) with respect to any Loan (the "Applicable Margin") shall be based upon the table set forth 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 Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; provided that (a) the initial Applicable Margin shall be the applicable rate per annum, corresponding to Level III set forth in the table below; thereafter, the Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”) based on a determination of Pricing Level II (as shown below) and shall remain at Pricing Level II until the Fixed Charge Coverage Ratio and first Calculation Date occurring after the Senior Debt Rating by ▇▇▇▇▇’▇ and S&P. The Fixed Charge Coverage Ratio Closing Date and, thereafter the Pricing Level shall be determined as at the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered by reference to the Administrative Agent pursuant to §6.4 hereof and the Senior Debt Rating shall be determined Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate per annumCalculation Date, corresponding to the higher of the Levels set forth in the table below (with Level I being the highest level and Level V being the lowest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating. In the event that the Level derived from the Senior Debt Ratings and the Level derived from the Fixed Charge Coverage Ratio are more than two Levels apart, the applicable Level for the Applicable Margin shall be the Level that is two Levels higher than the lower of the two Levels. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the Senior Debt Rating: (a) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the higher of the two Levels and (b) if the Senior Debt Ratings are more than one Level apart, Borrower fails to provide the Level applicable to Officer's Compliance Certificate as required by Section 8.2 for the Senior Debt Rating shall be one Level higher than the lower most recently ended fiscal quarter of the two Levels. For purposes of clarityBorrower preceding the applicable Calculation Date, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency Rate Loans from such Calculation Date shall be the rate per annum set forth in column D in the table based on Pricing Level I (as shown below, (ii) the Applicable Margin with respect to Base Rate Loans shall be the rate per annum set forth in column E in the table below, (iii) the Facility Fee shall be the rate per annum set forth in column F in the table below, (iv) the Letter of Credit Fee with respect to standby Letters of Credit shall be the rate per annum set forth in column G in the table below and (v) the Letter of Credit Fee with respect to documentary Letters of Credit shall be the rate per annum set forth in column H in the table below. I > 4.00:1 S&P: A ▇▇▇▇▇’▇: A2 or better 0.850 % 0.000 % 0.150 % 0.850 % 0.4250 % II > 2.75:1 and < 4.00:1 S&P: A- ▇▇▇▇▇’▇: A3 or better 1.075 % 0.075 % 0.175 % 1.075 % 0.5375 % III > 2.50:1 and < 2.75:1 S&P: BBB+ ▇▇▇▇▇’▇: Baa1 or better 1.275 % 0.275 % 0.225 % 1.275 % 0.6375 % IV > 2.25:1 and < 2.50:1 S&P: BBB ▇▇▇▇▇’▇: Baa2 or better 1.475 % 0.475 % 0.275 % 1.475 % 0.7375 % V < 2.25:1 S&P: BBB- or lower ▇▇▇▇▇’▇: Baa3 or lower 1.650 % 0.650 % 0.350 % 1.650 % 0.8250 % Notwithstanding the foregoing, if the Borrower fails to deliver any Compliance Certificate pursuant to §§6.4(a) or (b) hereof then, for the period commencing on the date until such Compliance Certificate was due through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such time as an appropriate Officer's Compliance Certificate is deliveredprovided, 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 Borrower preceding such Calculation Date. Except as provided in the preceding sentence, the Applicable Margin shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin corresponding shall be applicable to all Extensions of Credit then existing or subsequently made or issued. ------------------------------------------------------------------------------- -------------------- ------------------------------ --------------------------- Pricing Level V above.Leverage Ratio Applicable Applicable Base LIBOR Margin Rate Margin -------------- ---------------------- ------------------- --------------------- -------------- ---------------------- ------------------- --------------------- Revolving Term Loan Revolving Term Loan Credit Facility Credit Facility Facility Facility -------------- ---------------------- -------- ---------- --------- ---------- -------------- ---------------------- -------- ---------- --------- ---------- I Greater than or 2.50% 3.25% 1.25% 2.00% equal to 1.75 to 1.00 -------------- ---------------------- -------- ---------- --------- ---------- -------------- ---------------------- -------- ---------- --------- ---------- II Greater than or equal to 2.25% 3.25% 1.00% 2.00% 1.00 to 1.00 but less than 1.75 to 1.00 -------------- ---------------------- -------- ---------- --------- ---------- -------------- ---------------------- -------- ---------- --------- ---------- III Less than 1.00 to 1.00 2.00% 3.25% 0.75% 2.00% -------------- ---------------------- -------- ---------- --------- ----------

Applicable Margin. InitiallyThe Applicable Margin provided for in Section 4.1(a) with respect to any Loan (the "Applicable Margin") shall be based upon the table set forth 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; provided, however, that (a) the initial Applicable Margin shall be the applicable rate per annum, corresponding to Level III set forth in the table below; thereafter, the Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”) based on a determination of Pricing Level II (as shown below) and shall remain at Pricing Level II until the Fixed Charge Coverage Ratio and first Calculation Date occurring after the Senior Debt Rating by ▇▇▇▇▇’▇ and S&P. The Fixed Charge Coverage Ratio Closing Date and, thereafter the Pricing Level shall be determined as at the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered by reference to the Administrative Agent pursuant to §6.4 hereof and the Senior Debt Rating shall be determined Coverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrowers preceding Rate Adjustment Periodthe applicable Calculation Date, and (b) if the Borrowers fail to provide the Officer's Compliance Certificate as required by Section 7.2 for the most recently ended fiscal quarter of the Borrowers preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level IV (as 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 Coverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrowers preceding such Calculation Date. The Applicable Margin shall be effective from one Calculation Date until the applicable rate per annum, corresponding to the higher of the Levels set forth next Calculation Date. Any adjustment in the table below (with Level I being the highest level and Level V being the lowest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating. In the event that the Level derived from the Senior Debt Ratings and the Level derived from the Fixed Charge Coverage Ratio are more than two Levels apart, the applicable Level for the Applicable Margin shall be the Level that is two Levels higher than the lower of the two Levels. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the Senior Debt Rating: (a) if the Senior Debt Ratings are one all Extensions of Credit then existing or subsequently made or issued. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Pricing Level apart, the Level applicable to the Senior Debt Rating shall be the higher of the two Levels and (b) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level higher than the lower of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth in column D in the table below, (ii) the Applicable Margin with respect to Coverage Ratio LIBOR Base Rate Loans shall be the rate per annum set forth in column E in the table below-------------------------------------------------------------------------------- I Greater than 3.75 to 1.00 .875% 0% -------------------------------------------------------------------------------- II Greater than 3.00 to 1.00, (iii) the Facility Fee shall be the rate per annum set forth in column F in the table below1.000% 0% but less than or equal to 3.75 to 1.00 -------------------------------------------------------------------------------- III Greater than 2.25 to 1.00, (iv) the Letter of Credit Fee with respect 1.250% 0% but less than or equal to standby Letters of Credit shall be the rate per annum set forth in column G in the table below and (v) the Letter of Credit Fee with respect 3.00 to documentary Letters of Credit shall be the rate per annum set forth in column H in the table below. I > 4.00:1 S&P: A ▇▇▇▇▇’▇: A2 1.00 -------------------------------------------------------------------------------- IV Less than or better 0.850 equal to 2.25 1.500% 0.000 0% 0.150 % 0.850 % 0.4250 % II > 2.75:1 and < 4.00:1 S&P: A- ▇▇▇▇▇’▇: A3 or better 1.075 % 0.075 % 0.175 % 1.075 % 0.5375 % III > 2.50:1 and < 2.75:1 S&P: BBB+ ▇▇▇▇▇’▇: Baa1 or better 1.275 % 0.275 % 0.225 % 1.275 % 0.6375 % IV > 2.25:1 and < 2.50:1 S&P: BBB ▇▇▇▇▇’▇: Baa2 or better 1.475 % 0.475 % 0.275 % 1.475 % 0.7375 % V < 2.25:1 S&P: BBB- or lower ▇▇▇▇▇’▇: Baa3 or lower 1.650 % 0.650 % 0.350 % 1.650 % 0.8250 % Notwithstanding the foregoing, if the Borrower fails to deliver any Compliance Certificate pursuant to §§6.4(a) or (b) hereof then, for the period commencing on the date such Compliance Certificate was due through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be the Applicable Margin corresponding to Level V above.1.00 --------------------------------------------------------------------------------

Applicable Margin. Initially, the Applicable Margin shall be the applicable rate per annum, corresponding to Level III set forth in the table below; thereafter, the Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”) based on a determination of the Fixed Charge Coverage Ratio and the Senior Debt Rating by ▇▇▇▇▇’▇ and S&P. The Fixed Charge Coverage Ratio shall be determined as at the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered to the Administrative Agent pursuant to §6.4 hereof and the Senior Debt Rating shall be determined as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate per annum, corresponding to the higher of the Levels set forth in the table below (with Level I being the highest level and Level V being the lowest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating. In the event that the Level derived from the Senior Debt Ratings and the Level derived from the Fixed Charge Coverage Ratio are more than two Levels apart, the applicable Level for the Applicable Margin shall be the Level that is two Levels higher than the lower of the two Levels. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the Senior Debt Rating: (a) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the higher of the two Levels and (b) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level higher than the lower of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth in column D in the table below, (ii) the Applicable Margin with respect to Base Rate Loans shall be the rate per annum set forth in column E in the table below, (iii) the Facility Fee shall be the rate per annum set forth in column F in the table below, (iv) the Letter of Credit Fee with respect to standby Letters of Credit shall be the rate per annum set forth in column G in the table below and (v) the Letter of Credit Fee with respect to documentary Letters of Credit shall be the rate per annum set forth in column H in the table below. 47438543.7 I > 4.00:1 S&P: A ▇▇▇▇▇’▇: A2 or better 0.850 0.795% 0.000 0.000% 0.150 0.080% 0.850 0.795% 0.4250 0.3975% II > 2.75:1 and < 4.00:1 S&P: A- ▇▇▇▇▇’▇: A3 or better 1.075 0.90% 0.075 0.000% 0.175 0.100% 1.075 0.900% 0.5375 0.4500% III > 2.50:1 and < 2.75:1 S&P: BBB+ ▇▇▇▇▇’▇: Baa1 or better 1.275 1.125% 0.275 0.125% 0.225 0.125% 1.275 1.125% 0.6375 % IV > 2.25:1 and < 2.50:1 S&P: BBB ▇▇▇▇▇’▇: Baa2 or better 1.475 % 0.475 % 0.275 % 1.475 % 0.7375 % V < 2.25:1 S&P: BBB- or lower ▇▇▇▇▇’▇: Baa3 or lower 1.650 % 0.650 % 0.350 % 1.650 % 0.8250 0.5625% Notwithstanding the foregoing, if the Borrower fails to deliver any Compliance Certificate pursuant to §§6.4(a) or (b) hereof then, for the period commencing on the date such Compliance Certificate was due through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be the Applicable Margin corresponding to Level V above.

Applicable Margin. Initially, the Applicable Margin shall be the applicable rate per annum, corresponding to Level III set forth in the table below; thereafter, the The Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”) based on a determination of the Fixed Charge Coverage Ratio and the Senior Debt Rating by ▇▇▇▇▇’▇ and S&P. Rating. The Fixed Charge Coverage Ratio shall be determined as at the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered to the Administrative Agent pursuant to §6.4 hereof and the Senior Debt Rating shall be determined as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate per annum, corresponding to the higher lower of the Levels set forth in the table below (with Level I being the highest lowest level and Level V being the lowest highest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating. In the event , provided that the Level derived from the Senior Debt Ratings and the Level derived from if the Fixed Charge Coverage Ratio and Senior Debt Rating are more than two Levels one Level apart, the applicable Level for the Applicable Margin shall be one Level below the Level that is two Levels higher than the lower of the two applicable Levels. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the Senior Debt Rating: (a) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the higher lower of the two Levels and (b) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level below the higher than the lower of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth in column D in the table below, (ii) the Applicable Margin with respect to Base Rate Loans Facility Fee shall be the rate per annum set forth in column E in the table below, below and (iii) the Facility Utilization Fee shall be the rate per annum set forth in column F in the table below, (iv) the Letter of Credit Fee with respect to standby Letters of Credit shall be the rate per annum set forth in column G in the table below and (v) the Letter of Credit Fee with respect to documentary Letters of Credit shall be the rate per annum set forth in column H in the table below. F. I > 4.00:1 S&P: A ▇▇▇▇▇’▇: A2 or better 0.850 % 0.000 % 0.150 % 0.850 % 0.4250 % II > 2.75:1 and < 4.00:1 S&P: A- ▇▇▇▇▇’▇: A3 or better 1.075 0.310% 0.075 0.090% 0.175 0.100% 1.075 % 0.5375 % III II > 2.50:1 and < <2.75:1 S&P: BBB+ ▇▇▇▇▇’▇: Baa1 or better 1.275 0.390% 0.275 0.110% 0.225 0.100% 1.275 % 0.6375 % IV III > 2.25:1 and < <2.50:1 S&P: BBB ▇▇▇▇▇’▇: Baa2 or better 1.475 0.475% 0.475 0.150% 0.275 0.125% 1.475 % 0.7375 % V < IV > 2.00:1 and <2.25:1 S&P: BBB- or lower ▇▇▇▇▇’▇: Baa3 or better 0.675% 0.200% 0.125% V <2.00:1 S&P: lower 1.650 than BBB- ▇▇▇▇▇’▇: lower than Baa3 0.875% 0.650 0.250% 0.350 % 1.650 % 0.8250 0.125% Notwithstanding the foregoing, (A) for the period commencing on the Closing Date through the date immediately preceding the first Adjustment Date to occur after the date which is six months from the Closing Date, the Applicable Margin shall be that corresponding to Level II in the table above, and (B) if the Borrower fails to deliver any Compliance Certificate pursuant to §§6.4(a) or (b) hereof then, for the period commencing on the date such Compliance Certificate was due through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be the Applicable Margin corresponding to Level V above.

Applicable Margin. Initially, the Applicable Margin shall be the applicable rate per annum, corresponding to Level III set forth in the table below; thereafter, the The Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”"RATE ADJUSTMENT PERIOD") based on a determination of the Fixed Charge Coverage Ratio and the Senior Debt Rating by ▇▇▇▇▇’▇ and S&P. Rating. The Fixed Charge Coverage Ratio shall be determined as at the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered to the Administrative Agent pursuant to §6.4 hereof Section 5.4 and the Senior Debt Rating shall be determined as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate per annumPER ANNUM, expressed in Basis Points, corresponding to the higher lower of the Levels set forth in the table below (with Level I being the highest lowest level and Level V VI being the lowest highest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating. In the event that the Level derived from the Senior Debt Ratings and the Level derived from , PROVIDED THAT if the Fixed Charge Coverage Ratio and Senior Debt Rating are more than two Levels one Level apart, the applicable Level for the Applicable Margin shall be one Level below the Level that is two Levels higher than the lower of the two applicable Levels. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’'▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the Senior Debt Rating: (ai) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the higher lower of the two Levels and (bii) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level below the higher than the lower of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency (i) Eurodollar Rate Loans shall be the rate per annum set forth in column D in the table below, below and (ii) the Applicable Margin with respect to Base Rate Loans Facility Fee shall be the rate per annum set forth in column E in the table below, . ------------ ------------------------ ------------------- ------------------------ ----------------------- A B C D E ------------ ------------------------ ------------------- ------------------------ ----------------------- LEVEL FIXED CHARGE SENIOR DEBT EURODOLLAR RATE FACILITY FEE COVERAGE RATIO RATING LOANS ------------ ------------------------ ------------------- ------------------------ ----------------------- I (iii) the Facility Fee shall be the rate per annum set forth in column F in the table below, (iv) the Letter of Credit Fee with respect to standby Letters of Credit shall be the rate per annum set forth in column G in the table below and (v) the Letter of Credit Fee with respect to documentary Letters of Credit shall be the rate per annum set forth in column H in the table below. I > 4.00:1 greater than 2.50:1 S&P: A ▇- ▇▇.▇ 7.0 or equal to) ▇▇▇▇▇’'▇: A2 A3 or better 0.850 % 0.000 % 0.150 % 0.850 % 0.4250 % ------------ ------------------------ ------------------- ------------------------ ----------------------- II > 2.75:1 and < 4.00:1 (greater than 2.25:1 S&P: A- BBB+ 41.0 9.0 or equal to) ▇▇▇▇▇’'▇: A3 Baa1 or better 1.075 % 0.075 % 0.175 % 1.075 % 0.5375 % ------------ ------------------------ ------------------- ------------------------ ----------------------- III > 2.50:1 and < 2.75:1 (greater than 2.00:1 S&P: BBB+ BBB 52.0 10.5 or equal to) ▇▇▇▇▇’'▇: Baa1 Baa2 or better 1.275 % 0.275 % 0.225 % 1.275 % 0.6375 % ------------ ------------------------ ------------------- ------------------------ ----------------------- IV > 2.25:1 and < 2.50:1 (greater than 1.85:1 S&P: BBB BBB- 67.0 13.0 or equal to) ▇▇▇▇▇’'▇: Baa2 Baa3 or better 1.475 % 0.475 % 0.275 % 1.475 % 0.7375 % ------------ ------------------------ ------------------- ------------------------ ----------------------- V < 2.25:1 (greater than 1.75:1 S&P: BBB- BB+ 77.5 18.5 or lower equal to) ▇▇▇▇▇’'▇: Baa3 Ba1 or better ------------ ------------------------ ------------------- ------------------------ ----------------------- VI (less than) 1.75:1 lower 1.650 % 0.650 % 0.350 % 1.650 % 0.8250 % Notwithstanding the foregoing, if the Borrower fails to deliver any Compliance Certificate pursuant to §§6.4(a) than 77.5 22.5 S&P: BB+ ▇▇▇▇▇'▇: Ba1 or (b) hereof then, for the period commencing on the date such Compliance Certificate was due through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be the Applicable Margin corresponding to Level V above.unrated ------------ ------------------------ ------------------- ------------------------ -----------------------

Applicable Margin. Initially, the Applicable Margin shall be the applicable rate per annum, corresponding to Level III set forth in the table below; thereafter, the Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”) based on a determination of the Fixed Charge Coverage Ratio and the Senior Debt Rating by ▇▇▇▇▇’▇ and S&P. The Fixed Charge Coverage Ratio shall be determined as at the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered to the Administrative Agent pursuant to §6.4 hereof and the Senior Debt Rating shall be determined as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate per annum, annum corresponding to the higher of the Levels set forth in the table below (with Level I being the highest level and Level V being the lowest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating. In the event that the Level derived from the Senior Debt Ratings and the Level derived from the Fixed Charge Coverage Ratio are more than two Levels apart, the applicable Level for the Applicable Margin shall be the Level that is two Levels higher than the lower of the two Levels. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the Senior Debt Ratingapplicable: (a) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the higher of the two Levels and (b) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level below the higher than the lower of the two Levels. If the Borrower has only one Senior Debt Rating, then the Level applicable to such Senior Debt Rating shall apply. If the Borrower has no Senior Debt Rating, Level V shall apply. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth in column D C in the table below, (ii) the Applicable Margin with respect to Base Rate Loans shall be the rate per annum set forth in column E D in the table below, (iii) the Facility Fee shall be the rate per annum set forth in column F E in the table below, and (iv) the Letter of Credit Fee with respect to standby Letters of Credit shall be the rate per annum set forth in column G in the table below and (v) the Letter of Credit Fee with respect to documentary Letters of Credit shall be the rate per annum set forth in column H F in the table below. I > 4.00:1 S&P: A ▇▇▇▇▇’▇: A2 Applicable Pension Legislation. At any time, any pension or better 0.850 % 0.000 % 0.150 % 0.850 % 0.4250 % II > 2.75:1 and < 4.00:1 S&P: A- ▇▇▇▇▇’▇: A3 retirement benefits legislation (be it national, federal, provincial, territorial or better 1.075 % 0.075 % 0.175 % 1.075 % 0.5375 % III > 2.50:1 and < 2.75:1 S&P: BBB+ ▇▇▇▇▇’▇: Baa1 or better 1.275 % 0.275 % 0.225 % 1.275 % 0.6375 % IV > 2.25:1 and < 2.50:1 S&P: BBB ▇▇▇▇▇’▇: Baa2 or better 1.475 % 0.475 % 0.275 % 1.475 % 0.7375 % V < 2.25:1 S&P: BBB- or lower ▇▇▇▇▇’▇: Baa3 or lower 1.650 % 0.650 % 0.350 % 1.650 % 0.8250 % Notwithstanding otherwise) to the foregoing, if extent then applicable to the Borrower fails to deliver or any Compliance Certificate pursuant to §§6.4(a) or (b) hereof then, for the period commencing on the date such Compliance Certificate was due through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be the Applicable Margin corresponding to Level V aboveof its Subsidiaries.

Applicable Margin. Initially, The applicable margin per annum provided for in Section 5.1(a) with respect to any Loan (the "Applicable Margin") shall be based upon the table set forth below by reference to the Total Leverage Ratio and adjusted quarterly on the date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; provided that (a) the initial Applicable Margin shall be the applicable rate per annum, corresponding to based on Pricing Level III I (as set forth in below) and shall remain at Pricing Level I (as set forth below) until the table below; thereafterCalculation Date with respect to the fiscal quarter ending June 30, the Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”) based on a determination of the Fixed Charge Coverage Ratio 2002 and the Senior Debt Rating by ▇▇▇▇▇’▇ and S&P. The Fixed Charge Coverage Ratio thereafter shall be determined as at the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered by reference to the Administrative Agent pursuant to §6.4 hereof and the Senior Debt Rating shall be determined Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding Rate Adjustment Periodthe applicable Calculation Date and (b) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level I (as 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 Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin shall be effective from one Calculation Date until the applicable rate per annum, corresponding to the higher of the Levels set forth next Calculation Date. Any adjustment in the table below (with Level I being the highest level and Level V being the lowest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating. In the event that the Level derived from the Senior Debt Ratings and the Level derived from the Fixed Charge Coverage Ratio are more than two Levels apart, the applicable Level for the Applicable Margin shall be the Level that is two Levels higher than the lower of the two Levels. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the Senior Debt Rating: (a) if the Senior Debt Ratings are one all Advances then existing or subsequently made or issued. ------------------------------------------------------------------------------------------------------------------ LIBOR FOR BASE RATE FOR BASE RATE FOR TOTAL REVOLVING REVOLVING LIBOR FOR TERM LOAN PRICING LEVEL LEVERAGE RATIO CREDIT FACILITY CREDIT FACILITY TERM LOAN FACILITY FACILITY ------------- -------------- --------------- --------------- ------------------ -------- ------------------------------------------------------------------------------------------------------------------ Level apartI Greater than 3.0 2.75% 1.50% 3.25% 2.00% to 1.0 ------------------------------------------------------------------------------------------------------------------ Level II Less than or 2.50% 1.25% 3.00% 1.75% equal to 3.0 to 1.0, the but greater than 2.5 to 1.0 ------------------------------------------------------------------------------------------------------------------ Level applicable III Less than or 2.25% 1.00% 2.75% 1.50% equal to the Senior Debt Rating shall be the higher of the two Levels and (b) if the Senior Debt Ratings are more than one Level apart, the Level applicable 2.5 to the Senior Debt Rating shall be one Level higher than the lower of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth in column D in the table below, (ii) the Applicable Margin with respect to Base Rate Loans shall be the rate per annum set forth in column E in the table below, (iii) the Facility Fee shall be the rate per annum set forth in column F in the table below, (iv) the Letter of Credit Fee with respect to standby Letters of Credit shall be the rate per annum set forth in column G in the table below and (v) the Letter of Credit Fee with respect to documentary Letters of Credit shall be the rate per annum set forth in column H in the table below. I > 4.00:1 S&P: A ▇▇▇▇▇’▇: A2 or better 0.850 % 0.000 % 0.150 % 0.850 % 0.4250 % II > 2.75:1 and < 4.00:1 S&P: A- ▇▇▇▇▇’▇: A3 or better 1.075 % 0.075 % 0.175 % 1.075 % 0.5375 % III > 2.50:1 and < 2.75:1 S&P: BBB+ ▇▇▇▇▇’▇: Baa1 or better 1.275 % 0.275 % 0.225 % 1.275 % 0.6375 % IV > 2.25:1 and < 2.50:1 S&P: BBB ▇▇▇▇▇’▇: Baa2 or better 1.475 % 0.475 % 0.275 % 1.475 % 0.7375 % V < 2.25:1 S&P: BBB- or lower ▇▇▇▇▇’▇: Baa3 or lower 1.650 % 0.650 % 0.350 % 1.650 % 0.8250 % Notwithstanding the foregoing, if the Borrower fails to deliver any Compliance Certificate pursuant to §§6.4(a) or (b) hereof then, for the period commencing on the date such Compliance Certificate was due through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be the Applicable Margin corresponding to Level V above.1.0 ------------------------------------------------------------------------------------------------------------------

Applicable Margin. Initially, the Applicable Margin shall be the applicable rate per annum, corresponding to Level III set forth in the table below; thereafter, the The Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”"RATE ADJUSTMENT PERIOD") based on a determination of the Fixed Charge Coverage Ratio and the Senior Debt Rating by ▇▇▇▇▇’▇ and S&P. Rating. The Fixed Charge Coverage Ratio shall be determined as at the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered to the Administrative Agent pursuant to §Section 6.4 hereof and the Senior Debt Rating shall be determined as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate per annumPER ANNUM, corresponding to the higher lower of the Levels set forth in the table below (with Level I being the highest lowest level and Level V VI being the lowest highest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating. In the event that the Level derived from the Senior Debt Ratings and the Level derived from , PROVIDED THAT if the Fixed Charge Coverage Ratio and Senior Debt Rating are more than two Levels one Level apart, the applicable Level for the Applicable Margin shall be one Level below the Level that is two Levels higher than the lower of the two applicable Levels. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’'▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the Senior Debt Rating: (a) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the higher lower of the two Levels and (b) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level below the higher than the lower of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency Eurodollar Rate Loans shall be the rate per annum set forth in column D in the table below, (ii) the Applicable Margin with respect to Base Rate Loans Facility Fee shall be the rate per annum set forth in column E in the table below, below and (iii) the Facility Utilization Fee shall be the rate per annum set forth in column F. ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- A B C D E F in the table below, (iv) the Letter of Credit Fee with respect ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- LEVEL FIXED CHARGE SENIOR DEBT RATING EURODOLLAR FACILITY FEE UTILIZATION FEE COVERAGE RATIO RATE LOANS ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- I greater than or equal to standby Letters of Credit shall be the rate per annum set forth in column G in the table below and (v) the Letter of Credit Fee with respect to documentary Letters of Credit shall be the rate per annum set forth in column H in the table below. I > 4.00:1 2.75:1 S&P: A A- 0.350% 0.100% 0.050% ▇▇▇▇▇’'▇: A2 A3 or better 0.850 % 0.000 % 0.150 % 0.850 % 0.4250 % ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- II > 2.75:1 and < 4.00:1 greater than or equal to 2.50:1 S&P: A- BBB+ 0.525% 0.125% 0.100% and ▇▇▇▇▇’'▇: A3 Baa1 or better 1.075 % 0.075 % 0.175 % 1.075 % 0.5375 % less than 2.75:1 ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- III > 2.50:1 and < 2.75:1 greater than or equal to 2.25:1 S&P: BBB+ BBB 0.650% 0.150% 0.075% and ▇▇▇▇▇’'▇: Baa1 Baa2 or better 1.275 % 0.275 % 0.225 % 1.275 % 0.6375 % less than 2.50:1 ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- IV > 2.25:1 and < 2.50:1 greater than or equal to 2.00:1 S&P: BBB BBB- 0.800% 0.200% 0.125% and ▇▇▇▇▇’'▇: Baa2 Baa3 or better 1.475 % 0.475 % 0.275 % 1.475 % 0.7375 % less than 2.25:1 ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- V < 2.25:1 greater than or equal to 1.75:1 S&P: BBB- or lower BB+ 0.950% 0.300% 0.250% and ▇▇▇▇▇’'▇: Baa3 Ba1 or better less than 2.00:1 ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- VI less than 1.75:1 lower 1.650 than 1.100% 0.650 0.350% 0.350 0.300% 1.650 % 0.8250 % S&P: BB+ ▇▇▇▇▇'▇: Ba1 or unrated ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- Notwithstanding the foregoing, (A) for the period commencing on the Closing Date through the date immediately preceding the first Adjustment Date to occur after the date which is six months from the Closing Date, the Applicable Margin shall be that corresponding to Level III in the table above, and (B) if the Borrower fails to deliver any Compliance Certificate pursuant to §§6.4(a) or (bSection 6.4(c) hereof then, for the period commencing on the date such Compliance Certificate was due through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be the Applicable Margin corresponding to Level V VI above. APPLICABLE PENSION LEGISLATION. At any time, any pension or retirement benefits legislation (be it national, federal, provincial, territorial or otherwise) then applicable to the Borrower or any of its Subsidiaries.

Applicable Margin. InitiallyThe Applicable Margin provided for in Section 5.1(a) with respect to any Loan (the "Applicable Margin") shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "Calculation Date") ten (10) Business Days after the earlier of (i) the date on which Borrower provides or (ii) the date on which the Borrower is required to provide, an Officer's Compliance Certificate for the most recently ended Fiscal Quarter of the Borrower; provided, however, that (A) the initial Applicable Margin shall be the applicable rate per annum, corresponding to based on Pricing Level III set forth in (as shown below) and shall remain at Pricing Level III until the table below; thereafterfirst Calculation Date occurring after the Closing Date and, thereafter the Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”) based on a determination of the Fixed Charge Coverage Ratio and the Senior Debt Rating by ▇▇▇▇▇’▇ and S&P. The Fixed Charge Coverage Ratio Pricing Level shall be determined as at the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered by reference to the Administrative Agent pursuant to §6.4 hereof and the Senior Debt Rating shall be determined Secured Leverage Ratio as of the last day of the most recently ended Fiscal Quarter of the Borrower preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate per annumCalculation Date, corresponding to the higher of the Levels set forth in the table below (with Level I being the highest level and Level V being the lowest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating. In the event that the Level derived from the Senior Debt Ratings and the Level derived from the Fixed Charge Coverage Ratio are more than two Levels apart, the applicable Level for the Applicable Margin shall be the Level that is two Levels higher than the lower of the two Levels. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the Senior Debt Rating: (a) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the higher of the two Levels and (bB) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level higher than the lower of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth in column D in the table below, (ii) the Applicable Margin with respect to Base Rate Loans shall be the rate per annum set forth in column E in the table below, (iii) the Facility Fee shall be the rate per annum set forth in column F in the table below, (iv) the Letter of Credit Fee with respect to standby Letters of Credit shall be the rate per annum set forth in column G in the table below and (v) the Letter of Credit Fee with respect to documentary Letters of Credit shall be the rate per annum set forth in column H in the table below. I > 4.00:1 S&P: A ▇▇▇▇▇’▇: A2 or better 0.850 % 0.000 % 0.150 % 0.850 % 0.4250 % II > 2.75:1 and < 4.00:1 S&P: A- ▇▇▇▇▇’▇: A3 or better 1.075 % 0.075 % 0.175 % 1.075 % 0.5375 % III > 2.50:1 and < 2.75:1 S&P: BBB+ ▇▇▇▇▇’▇: Baa1 or better 1.275 % 0.275 % 0.225 % 1.275 % 0.6375 % IV > 2.25:1 and < 2.50:1 S&P: BBB ▇▇▇▇▇’▇: Baa2 or better 1.475 % 0.475 % 0.275 % 1.475 % 0.7375 % V < 2.25:1 S&P: BBB- or lower ▇▇▇▇▇’▇: Baa3 or lower 1.650 % 0.650 % 0.350 % 1.650 % 0.8250 % Notwithstanding the foregoing, if the Borrower fails to deliver any provide the Officer's Compliance Certificate pursuant to §§6.4(a) or (b) hereof then, as required by Section 8.2 for the period commencing on most recently ended Fiscal Quarter of the date such Compliance Certificate was due through the date immediately Borrower preceding the Adjustment applicable Calculation Date, the Applicable Margin from such Calculation Date that occurs immediately following the date shall be based on which Pricing Level I (as shown below) until such time as an appropriate Officer's Compliance Certificate is deliveredprovided, at which time the Pricing Level shall be determined by reference to the Senior Secured Leverage Ratio as of the last day of the most recently ended Fiscal Quarter of the Borrower preceding such Calculation Date. Subject to Sections 5.1(c)(ii)(A) and (B) in the preceding sentence, the Applicable Margin shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin corresponding shall be applicable to all Extensions of Credit then existing or subsequently made or issued. Pricing Grid Senior Secured Level V above.Leverage Ratio Applicable Base Rate Margin Applicable LIBOR Rate Margin ------------ ----------------------- --------------------------- ---------------------------- I Greater than or equal 1.00% 2.25% to 1.75 to 1.00 ----------------------------------------------------------------------------------------------- II Greater than or equal 0.75% 2.00% to 1.25 to 1.00 but less than 1.75 to 1.00 ----------------------------------------------------------------------------------------------- III Greater than or equal 0.50% 1.75% to 0.75 to 1.00 but less than 1.25 to 1.00 ----------------------------------------------------------------------------------------------- IV Less than 0.75 to 1.00 0.00% 1.25% -----------------------------------------------------------------------------------------------