Common use of Applicable Margin Clause in Contracts

Applicable Margin. (i) The Applicable Margin provided for in Section 5.1(a) with respect to any Revolving Credit Loans and Swingline Loans (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 for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until December 31, 2001, and, thereafter 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 the 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 for Revolving Credit Loans and Swingline Loans 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 for Revolving Credit Loans and Swingline Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issued.

Applicable Margin. Effective as of February 11, 1997, ----------------- subparagraph (a) of the definition of Applicable Margin is hereby amended to read as follows: (a) for purposes of interest on Loans outstanding, Commitment Fee Rate and Documentary Letter of Credit Fee Rate (i) The Applicable Margin provided for in Section 5.1(a) with respect to any Revolving Credit Loans and Swingline Loans (the "APPLICABLE MARGIN") period commencing on the Redemption Notice Date through the date immediately preceding the Adjustment Date occurring on March 22, 1997, the Applicable Margin shall be based upon the table Applicable Margin set forth below in Tier 2 above; and shall be determined and adjusted quarterly (ii) with respect to each of (1) the period commencing with the Adjustment Date occurring on March 22, 1997 thorough the date immediately preceding the Adjustment Date occurring on June 19, 1997 and (each a "CALCULATION DATE"2) ten (10) Business Days after the period commencing with the Adjustment Date occurring on June 19, 1997 through the date by which immediately preceding the Borrower is required to provide an Officer's Compliance Certificate for Adjustment Date occurring on September 19, 1997, the most recently ended fiscal quarter of the Borrower; PROVIDED, HOWEVER, that (A) the initial Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until December 31, 2001, and, thereafter the Pricing Level each such period shall be determined by reference to the Total Leverage Ratio determined for the applicable fiscal periods ending January 31, 1997 and April 30, 1997, respectively, provided that, notwithstanding the terms of the definition of the Leverage Ratio, for purposes of such two specific Applicable Margin calculations only, the numerator portion of the Leverage Ratio (clause (a) of the definition thereof) shall reflect, without duplication, the applicable reduction (if any) in the outstanding principal of the Subordinated Notes resulting from the Redemption and any Open Market Purchases which are permitted pursuant to (S)10.8 hereof and which have occurred on or prior to the date the applicable Compliance Certificate prepared as of the last day end of the most recently ended relevant fiscal quarter of period is actually delivered to the Borrower preceding the applicable Calculation Date, Managing Agents pursuant to and in accordance with (BS)9.4(d) hereof (but only if the Borrower fails to provide the Officer's such Open Market Purchases are reflected and described in reasonable detail in such Compliance Certificate and the Subordinated Notes so purchased have been cancelled by the Company), as required by Section 8.2 for if such reductions had occurred on January 31, 1997, or April 30, 1997, as the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Revolving Credit Loans and Swingline Loans 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 for Revolving Credit Loans and Swingline Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issuedcase may be.

Applicable Margin. (i) The Applicable Margin provided for in Section 5.1(a) with respect to any Revolving Credit Loans and Swingline Loans Loan (the "APPLICABLE MARGIN"“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"“Calculation Date”) ten (10) Business Days after the earlier of (i) the date by on which Borrower provides or (ii) the date on which the Borrower is required to provide provide, an Officer's ’s Compliance Certificate for the most recently ended fiscal quarter Fiscal Quarter of the Borrower; PROVIDEDprovided, HOWEVERhowever, that (A) the initial Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until December 31, 2001, the first Calculation Date occurring after the Closing Date and, thereafter the Pricing Level shall be determined by reference to the Total Leverage Adjusted Debt to EBITDAR Ratio as of the last day of the most recently ended fiscal quarter Fiscal Quarter of the Borrower preceding the applicable Calculation Date, and (B) if the Borrower fails to provide the Officer's ’s Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter Fiscal Quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Revolving Credit Loans and Swingline Loans from such Calculation Date shall be based on Pricing Level IV I (as shown below) until such time as an appropriate Officer's ’s Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Adjusted Debt to EBITDAR Ratio as of the last day of the most recently ended fiscal quarter Fiscal Quarter of the Borrower preceding such Calculation Date. The Subject to Sections 5.1(c)(ii)(A) and (B) in the preceding sentence, the Applicable Margin for Revolving Credit Loans and Swingline Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to 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 Less than 3.50 to 1.00 2.250 % 3.000 %

Applicable Margin. (i) The Applicable Margin provided for in Section 5.1(a) with respect to any Revolving Credit Loans and Swingline Loans Loan (the "APPLICABLE MARGINApplicable Margin") shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "CALCULATION DATECalculation Date") ten (10) Business Days after the earlier of (i) the date by on which Borrower provides or (ii) the date on which the Borrower is required to provide provide, an Officer's Compliance Certificate for the most recently ended fiscal quarter Fiscal Quarter of the Borrower; PROVIDEDprovided, HOWEVERhowever, that (A) the initial Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV II (as shown below) and shall remain at Pricing Level IV II until December 31, 2001, the first Calculation Date occurring after the Closing Date and, thereafter the Pricing Level shall be determined by reference to the Total Leverage Adjusted Debt to EBITDAR Ratio as of the last day of the most recently ended fiscal quarter Fiscal Quarter of the Borrower preceding the 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 Fiscal Quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Revolving Credit Loans and Swingline Loans from such Calculation Date shall be based on Pricing Level IV 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 Adjusted Debt to EBITDAR Ratio as of the last day of the most recently ended fiscal quarter Fiscal Quarter of the Borrower preceding such Calculation Date. The Subject to Sections 5.1(c)(ii)(A) and (B) in the preceding sentence, the Applicable Margin for Revolving Credit Loans and Swingline Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issued.. Pricing Grid

Applicable Margin. (i) The Applicable Margin provided for in Section 5.1(a) with respect to any Revolving Credit Loans and Swingline Loans Loan (the "APPLICABLE MARGIN"“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"“Calculation Date”) ten (10) Business Days after the earlier of (i) the date by on which Borrower provides or (ii) the date on which the Borrower is required to provide provide, an Officer's ’s Compliance Certificate for the most recently ended fiscal quarter Fiscal Quarter of the Borrower; PROVIDEDprovided, HOWEVERhowever, that (A) the initial Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until December 31, 2001, the first Calculation Date occurring after the Closing Date and, thereafter the Pricing Level shall be determined by reference to the Total Senior Secured Leverage Ratio as of the last day of the most recently ended fiscal quarter Fiscal Quarter of the Borrower preceding the applicable Calculation Date, and (B) if the Borrower fails to provide the Officer's ’s Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter Fiscal Quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Revolving Credit Loans and Swingline Loans from such Calculation Date shall be based on Pricing Level IV I (as shown below) until such time as an appropriate Officer's ’s Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Senior Secured Leverage Ratio as of the last day of the most recently ended fiscal quarter Fiscal Quarter of the Borrower preceding such Calculation Date. The Subject to Sections 5.1(c)(ii)(A) and (B) in the preceding sentence, the Applicable Margin for Revolving Credit Loans and Swingline Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issued.. Pricing Grid I Greater than or equal to 1.75 to 1.00 0.500 % 1.250 % II Greater than or equal to 1.25 to 1.00 but less than 1.75 to 1.00 0.250 % 1.000 % III Greater than or equal to 0.75 to 1.00 but less than 1.25 to 1.00 0.125 % 0.875 % IV Less than 0.75 to 1.00 0.000 % 0.750 %

Applicable Margin. The applicable margin (ithe “Applicable Margin”) The Applicable Margin provided for in Section 5.1(a) with respect to: (i) any Initial Term Loan that is a LIBOR Rate Loan shall be 2.00%, (ii) any Initial Term Loan that is a Base Rate Loan shall be 1.00%, (iii) any Incremental Term Loan of any Series made after the date of the consummation of the Acquisition shall be as agreed upon at the time the Incremental Term Loan Commitments of such Series are established pursuant to Section 14.23 and (iv) any Revolving Credit Loans and Swingline Loans (the "APPLICABLE MARGIN") Loan shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "CALCULATION DATE"“Calculation Date”) ten (10) Business Days after the date by which the Borrower is required to provide an Officer's ’s Compliance Certificate for the most recently ended fiscal quarter of the BorrowerFiscal Quarter; PROVIDEDprovided, HOWEVERhowever, that (Aa) the initial Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until December 31receipt by the Administrative Agent of the Officer’s Compliance Certificate for the Fiscal Quarter ending on or nearest to June 30, 2001, 2007 and, thereafter 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 Fiscal Quarter preceding the applicable Calculation Date, and (Bb) if the Borrower fails to provide the Officer's ’s Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower Fiscal Quarter preceding the applicable Calculation Date, the Applicable Margin for the Revolving Credit Loans and Swingline Loans from such Calculation Date shall be based on Pricing Level IV VI (as shown below) until such time as an appropriate Officer's ’s Compliance Certificate is provided, at which time (but with no retroactive effect) 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 Fiscal Quarter preceding such Calculation Date. The Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Extensions of Revolving Credit Loans then existing or subsequently made or issued.. V Greater than 5.00 to 1.00 2.50 % 1.50 % IV Greater than 3.00 to 1.00, but less than or equal to 5.00 to 1.00 2.25 % 1.25 % III Greater than 2.50 to 1.00, but less than or equal to 3.00 to 1.00 2.00 % 1.00 % II Greater than 2.00 to 1.00, but less than or equal to 2.50 to 1.00 1.75 % 0.75 % I Less than or equal to 2.00 1.50 % 0.50 %

Applicable Margin. For purposes of calculating (ia) The Applicable Margin provided for in Section 5.1(a) the interest rate payable with respect to any Revolving Credit Base Rate Loans, LIBOR Rate Loans or IBOR Rate Loans, and Swingline Loans (b) the "APPLICABLE MARGIN") shall be based upon Unused Line Fee in connection with Section 2.2 hereof, the table corresponding percentage set forth below and below, as shall be determined and adjusted quarterly on the date (each a "CALCULATION DATE"“Calculation Date”) ten (10) Business Days after the date of receipt by which the Borrower is required to provide an Officer's Administrative Agent from LTI of the Compliance Certificate for the most recently ended fiscal quarter of the BorrowerLTI; PROVIDED, HOWEVER, provided that (Ax) for the initial period from the Closing Date to but not including the Calculation Date for the fiscal year ending December 31, 2004, the Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV II (as shown below) and shall remain at Pricing Level IV until December 31, 2001, and, thereafter thereafter, the Pricing Level Applicable Margin 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 the any applicable Calculation Date, and (By) if the Borrower at any time LTI fails to provide the Officer's a Compliance Certificate as required by Section 8.2 for the its most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Revolving Credit Loans and Swingline Loans from such Calculation Date shall be based on Pricing Level IV I (as shown below) until such time date as an appropriate Officer's Compliance Certificate is provided, at which time date (and without any retroactive adjustment to the Calculation Date) 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 LTI preceding such Calculation Date. The Except as previously described in the event of tardy delivery of a Compliance Certificate, the Applicable Margin for Revolving Credit Loans and Swingline Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Extensions of Credit Loans then existing or subsequently made and to the Unused Line Fees accruing on or issued.after such Calculation Date. I Greater than 2.50:1.00 0.50 % 1.75 % 0.375 % II Less than or equal to 2.50:1.00 but greater than 1.50:1.00 0.00 % 1.50 % 0.25 % III Less than or equal to 1.50:1.00 but greater than 1.00:1.00 0.00 % 1.25 % 0.225 % IV Less than or equal to 1.00:1.00 (0.50 )% 1.00 % 0.20 %

Applicable Margin. (i) The Applicable Margin provided for in Section 5.1(a) with respect to any Revolving Credit Loans Loan and Swingline Loans in Section 2.5(d) with respect to any Acceptance Fee applicable to any Canadian BA Borrowing (the "APPLICABLE MARGIN"“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"“Calculation Date”) ten (10) Business Days after the date by which the Borrower Domestic Borrower, on behalf of itself and the Canadian Borrower, is required to provide an Officer's ’s Compliance Certificate for the most recently ended fiscal quarter of the Domestic Borrower; PROVIDEDprovided, HOWEVERhowever, that (Aa) the initial Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV III (as shown below) and shall remain at Pricing Level IV III until December 31the first Calculation Date occurring after the fiscal quarter ending September 30, 2001, 2005 and, thereafter 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 Domestic Borrower preceding the applicable Calculation Date, and (Bb) if the Borrower Domestic Borrower, on behalf of itself and the Canadian Borrower, fails to provide the Officer's ’s Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Domestic Borrower preceding the applicable Calculation Date, the Applicable Margin for Revolving Credit Loans and Swingline Loans from such Calculation Date shall be based on Pricing Level IV VI (as shown below) until such time as an appropriate Officer's ’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 Domestic Borrower preceding such Calculation Date. The Applicable Margin for Revolving Credit Loans and Swingline Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issued.. I Less than 1.25 to 1.00 0.55 % 0.00 % II Greater than or equal to 1.25 to 1.00 but less than 2.00 to 1.00 0.75 % 0.00 % III Greater than or equal to 2.00 to 1.00 but less than 2.50 to 1.00 0.875 % 0.00 % IV Greater than or equal to 2.50 to 1.00 but less than 3.00 to 1.00 1.00 % 0.00 % V Greater than or equal to 3.00 to 1.00 but less than 3.25 to 1.00 1.25 % 0.00 % VI Greater than or equal to 3.25 to 1.00 1.50 % 0.25 %

Applicable Margin. (i) The Applicable Margin provided for in Section 5.1(a) with respect to any Revolving Credit Loans and Swingline Loans (For purposes hereof, the "APPLICABLE MARGIN") Applicable Margin" used to determine the LIBOR Rate shall be based upon mean 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 for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until December 31, 2001, and, thereafter the Pricing Level shall be interest rate margin determined by reference to the Total Leverage Ratio (as of defined in Section 13(J) hereof) in accordance with the last day of the most recently ended fiscal quarter following schedule: Total Leverage Ratio Applicable Margin LIBOR Loans -------------------- ----------------------------- Less than or equal to 1.35x +.50% Greater than 1.35x +.75% The Total Leverage Ratio of the Borrower preceding will be determined based on the applicable Calculation Datemost recent financial statements and financial covenant certificate delivered to CoBank pursuant to Section 13(I)(8) hereof, and changes in the Applicable Margin will not be made until the third Business Day after receipt thereof. Notwithstanding the foregoing: (B1) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter at closing and until receipt of the Borrower preceding the applicable Calculation Datefirst set of financial statements and financial covenant certificate required pursuant to Section 13(I)(8), the Applicable Margin for Revolving Credit Loans and Swingline Loans from such Calculation Date shall be based on Pricing Level IV .75% for loans bearing interest at the LIBOR Rate (as shown below) until such time as an appropriate Officer's Compliance Certificate is providedunless, 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 closing, the Borrower preceding such Calculation Date. The Applicable Margin for Revolving Credit Loans furnishes its most recent quarterly financial statement and Swingline Loans shall be effective from one Calculation Date until financial covenant certificate showing that the next Calculation Date. Any adjustment Borrower is entitled to a lower rate); and (2) changes in the Applicable Margin shall be applicable to all Extensions the Portion of Credit then existing or subsequently made or issuedthe Loan bearing interest at the LIBOR Rate, regardless of when made. In the event the Borrower fails to timely provide the financial statements and financial covenant certificate referred to in Section 13(I)(8), then, without prejudice to CoBank's rights under Section 16 hereof, the Applicable Margin shall be .75% for the Portion of the Loan bearing interest at the LIBOR Rate until it does so regardless of the Total Leverage Ratio.

Applicable Margin. (i) The Applicable Margin provided for in Section 5.1(a) with respect to any Revolving Credit Loans and Swingline Loans (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 for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until December 31, 2001, and, thereafter 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 the 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 for Revolving Credit Loans and Swingline Loans 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 for Revolving Credit Loans and Swingline Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Extensions a function of the Borrower's ratio of Funded Debt divided by Adjusted EBITDA and shall be calculated quarterly based upon the Borrower's internally-prepared financial statement or if available, Borrower's annual audited financial statement. Upon Bank's receipt of said financial statement, Bank shall calculate the Applicable Margin and inform Borrower of same. Revolving Line of Credit then existing Loan Agreement Romac International, Inc. Within one (1) business day of its receipt of the Applicable Margin calculation, Borrower shall inform the Bank of its choice of Interest Rate Option, which Interest Rate Option shall be in effect for the quarter subsequent to the quarter for which said financial statement was prepared. In the event Borrower fails to notify Bank of its rate selection in a timely manner, Borrower shall be deemed, for all purposes herein, to have selected Option One. Prior to Borrower's selection of the applicable Interest Rate Option, interest shall be charged on the outstanding principal balance of the Loan at the Interest Ratio Option for the prior quarter. The monthly interest payment due immediately subsequent to the Borrower's choice of the Interest Rate Option shall be adjusted with the Borrower either paying any shortfall or subsequently receiving credit for any overpayment, to reflect any difference between the prior quarter's Interest Rate Option and the current quarter's Interest Rate Option for payments made or issuedduring the current quarter. The Funded Debt portion of the calculation will be determined based on the then-current quarter end; whereas the Adjusted EBITDA portion of the calculation will be determined based on the previous four fiscal quarters.

Applicable Margin. The applicable margin (ithe “Applicable Margin”) The Applicable Margin provided for in Section 5.1(a) with respect to: (i) any Initial Term Loan that is a LIBOR Rate Loan shall be (x) with respect to Lenders holding Initial Term Loans who consent to Amendment No. 6 from and after the Amendment No. 6 Effective Date, 2.00% and (y) in all other cases from and after the Amendment No. 6 Effective Date, 1.50%, (ii) any Initial Term Loan that is a Base Rate Loan shall be (x) with respect to Lenders holding Initial Term Loans who consent to Amendment No. 6 from and after the Amendment No. 6 Effective Date, 1.00% and (y) in all other cases from and after the Amendment No. 6 Effective Date, 0.50%, (iii) any Incremental Term Loan of any Series made after the date of the consummation of the Acquisition shall be as agreed upon at the time the Incremental Term Loan Commitments of such Series are established pursuant to Section 14.23 and (iv) any Revolving Credit Loans and Swingline Loans (the "APPLICABLE MARGIN") Loan held by Non-Extending Revolving Lenders or Extending Revolving Lenders shall be based upon determined by reference to the applicable table set forth below and shall be determined and adjusted quarterly on the date (each a "CALCULATION DATE"“Calculation Date”) ten (10) Business Days after the date by which the Borrower is required to provide an Officer's ’s Compliance Certificate for the most recently ended fiscal quarter of the Borrower; PROVIDED, HOWEVER, that (A) the initial Applicable Margin for the Revolving Credit Loans Fiscal Quarter and Swingline Loans shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until December 31, 2001, and, thereafter 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 Fiscal Quarter preceding the applicable Calculation Date; provided, and (B) however, that if the Borrower fails to provide the Officer's ’s Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower Fiscal Quarter preceding the applicable Calculation Date, the Applicable Margin for the Revolving Credit Loans and Swingline Loans from such Calculation Date shall be (x) with respect to Non-Extending Revolving Lenders, based on Pricing Level V of the “Applicable Margin — Non-Extending Revolving Lenders” table set forth below and (y) with respect to Extending Revolving Lenders, based on Pricing Level IV (as shown of the “Applicable Margin — Extending Revolving Lenders” table set forth below) , in each case until such time as an appropriate Officer's ’s Compliance Certificate is provided, at which time (but with no retroactive effect) 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 Fiscal Quarter preceding such Calculation Date. The Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Extensions of Revolving Credit Loans then existing or subsequently made or issued.. V Greater than 5.00 to 1.00 2.50 % 1.50 % IV Greater than 3.00 to 1.00, but less than or equal to 5.00 to 1.00 2.25 % 1.25 % III Greater than 2.50 to 1.00, but less than or equal to 3.00 to 1.00 2.00 % 1.00 % II Greater than 2.00 to 1.00, but less than or equal to 2.50 to 1.00 1.75 % 0.75 % I Less than or equal to 2.00 1.50 % 0.50 % IV Greater than 3.00 to 1.00 3.50 % 2.50 % III Greater than 2.50 to 1.00, but less than or equal to 3.00 to 1.00 3.25 % 2.25 % II Greater than 2.00 to 1.00, but less than or equal to 2.50 to 1.00 3.00 % 2.00 % I Less than or equal to 2.00 2.75 % 1.75 %”

Applicable Margin. (i) The Applicable Margin provided for in Section 5.1(a3.1(a) with respect to any Revolving Credit Loans and Swingline Loans Construction Loan Advance (the "APPLICABLE MARGINApplicable Margin") shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "CALCULATION DATECalculation 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; PROVIDEDprovided, HOWEVERhowever, that (Ai) the initial Applicable Margin shall be 3.50% for the Revolving Credit Eurodollar Rate Loans and Swingline 2.25% for Base Rate Loans shall be based on Pricing Level IV (as shown below) and shall remain at in effect until the Initial Pricing Level IV until December 31, 2001, and, Adjustment Date and thereafter the Pricing Level Applicable Margin shall be determined by reference to the Total Guarantor Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, Date and (Bii) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 6.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Revolving Credit Loans and Swingline Loans 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 Guarantor Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Revolving Credit Loans and Swingline Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Extensions of Credit Construction Loan Advances then existing or subsequently made or issued.

Applicable Margin. For purposes of calculating (ia) The Applicable Margin provided for in Section 5.1(a) the interest rate payable with respect to any Revolving Credit Base Rate Loans, LIBOR Rate Loans or IBOR Rate Loans, and Swingline Loans (b) the "APPLICABLE MARGIN") shall be based upon Unused Line Fee in connection with Section 2.2 hereof, the table corresponding percentage set forth below and below, as shall be determined and adjusted quarterly on the date (each a "CALCULATION DATE"“Calculation Date”) ten (10) Business Days after the date of receipt by which the Borrower is required to provide an Officer's Administrative Agent from LTI of the Compliance Certificate for the most recently ended fiscal quarter of the BorrowerLTI; PROVIDED, HOWEVER, provided that (Ax) for the initial period from the Closing Date to but not including the Calculation Date for the fiscal year ending December 31, 2004, the Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV II (as shown below) and shall remain at Pricing Level IV until December 31, 2001, and, thereafter thereafter, the Pricing Level Applicable Margin 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 the any applicable Calculation Date, and (By) if the Borrower at any time LTI fails to provide the Officer's a Compliance Certificate as required by Section 8.2 for the its most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Revolving Credit Loans and Swingline Loans from such Calculation Date shall be based on Pricing Level IV I (as shown below) until such time date as an appropriate Officer's Compliance Certificate is provided, at which time date (and without any retroactive adjustment to the Calculation Date) 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 LTI preceding such Calculation Date. The Except as previously described in the event of tardy delivery of a Compliance Certificate, the Applicable Margin for Revolving Credit Loans and Swingline Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Extensions of Credit Loans then existing or subsequently made and to the Unused Line Fees accruing on or issued.after such Calculation Date. I Greater than 2.50:1.00 0.50 % 1.75 % 0.375 % II Less than or equal to 2.50:1.00 but greater than 1.50:1.00 0.00 % 1.50 % 0.25 % III Less than or equal to 1.50:1.00 but greater than 1.00:1.00 0.00 % 1.25 % 0.225 % IV Less than or equal to 1.00:1.00 (0.50 %) 1.00 % 0.20 %

Applicable Margin. (i) The Applicable Margin provided for in Section 5.1(a) with respect to any Revolving Credit Loans and Swingline Loans (the "APPLICABLE MARGIN") First Incremental Term Loan shall be based upon the table corresponding percentages per annum as set forth below and based on the Net Leverage Ratio: I > 3.50: 1.00 1.500% 2.500% II > 3.00:1.00 but < 3.50:1.00 1.125% 2.125% CHAR1\▇▇▇▇▇▇▇▇▇ III > 2.50:1.00 but < 3.00:1.00 0.875% 1.875% IV > 1.75:1.00 but < 2.50:1.00 0.625% 1.625% V > 1.25:1.00 but < 1.75:1.00 0.500% 1.500% The Applicable Margin shall be determined and adjusted quarterly on the date first Business Day (each a "CALCULATION DATE"“Calculation Date”) ten (10) Business Days after immediately following the date by which the Borrower is required to provide provides an Officer's ’s Compliance Certificate pursuant to Section 7.2 of the Credit Agreement for the most recently ended fiscal quarter of the Borrower; PROVIDEDprovided, HOWEVERhowever, that (Aa) the initial Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV I until December the first Calculation Date following receipt of the Officer’s Compliance Certificate for the fiscal quarter ended March 31, 2001, 2022 and, thereafter the Pricing Level shall be determined by reference to the Total Net Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, and (Bb) if the Borrower fails to provide the Officer's ’s Compliance Certificate as within five (5) days of the date for delivery required by Section 8.2 7.2 of the Credit Agreement for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, then, upon the request of the Required Lenders, the Applicable Margin for Revolving Credit Loans and Swingline Loans from such Calculation Date shall be based on Pricing Level IV (as shown below) I until such time as an appropriate Officer's ’s Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Net Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Revolving Credit Loans and Swingline Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issued.

Applicable Margin. (i) The Applicable Margin provided for in Section 5.1(a) with respect to any Revolving Credit Loans and Swingline Loans Loan (the "APPLICABLE MARGINApplicable Margin") shall be based upon the applicable table set forth below and shall be determined and adjusted quarterly on the date (each a "CALCULATION DATECalculation 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, provided that (Aa) the initial Applicable Margin for under the Revolving Credit Loans and Swingline Loans Facility shall be based on Pricing Level IV II (as shown below) and shall remain at Pricing Level IV II until December 31, 2001, the first Calculation Date occurring after the Closing Date and, thereafter 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 the applicable Calculation Date, (b) the initial Applicable Margin under the Term Loan Facility shall be based on Pricing Level I (as shown below) and shall remain at Pricing Level I until the first Calculation Date occurring after the Closing Date and, thereafter 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 the applicable Calculation Date, and (Bc) 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 for Revolving Credit Loans and Swingline Loans from such Calculation Date shall be based on Pricing Level IV I (as shown below) with respect to the Revolving Credit Facility and the Term Loan Facility 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 Except as provided in the preceding sentence, the Applicable Margin for Revolving Credit Loans and Swingline Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issued.. Revolving Credit Facility -------------------------------------------------------------------------------- Pricing Leverage Ratio Applicable Applicable Base Level LIBOR Rate Margin Margin -------------------------------------------------------------------------------- I Greater than or equal to 2.50% 1.25% 1.75 to 1.00 -------------------------------------------------------------------------------- II Greater than or equal to 2.25% 1.00% 1.00 to 1.00 but less than 1.75 to 1.00 -------------------------------------------------------------------------------- III Less than 1.00 to 1.00 2.00% 0.75% -------------------------------------------------------------------------------- Term Loan Facility -------------------------------------------------------------------------------- Pricing Leverage Ratio Applicable Applicable Base Level LIBOR Rate Margin Margin -------------------------------------------------------------------------------- I Greater than or equal to 2.75% 1.50% 1.25 to 1.00 -------------------------------------------------------------------------------- II Less than 1.25 to 1.00 2.50% 1.25% --------------------------------------------------------------------------------

Applicable Margin. (i) The Applicable Margin provided for in Section 5.1(a) with respect to any Revolving Credit Loans and Swingline Loans (the "APPLICABLE MARGINApplicable Margin") shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "CALCULATION DATECalculation 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; PROVIDEDprovided, HOWEVERhowever, that (A) the initial Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV III (as shown below) and shall remain at Pricing Level IV III until December 31, 20012002, and, thereafter 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 the 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 for Revolving Credit Loans and Swingline Loans 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 for Revolving Credit Loans and Swingline Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issued.. II >2.00x but <2.50x 2.50% 1.50% III >2.50x but <3.00x 2.75% 1.75% IV >3.00x 3.00% 2.00% (ii) Subject to the provisions of Section 4.6(g), the Applicable Margin for Term Loans shall be based on the table set forth below and shall be determined and adjusted on each Calculation Date until such time as any change in the Applicable Margin or pricing grid, as applicable for Term Loans pursuant to Section 4.6; provided, however that (A) the initial Applicable Margin for Term Loans shall be based on Pricing Level II until the Calculation Date of December 31, 2002 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 for Term Loans from such Calculation Date shall be based on Pricing Level II (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 for Term Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Term Loans then existing or subsequently made or issued. II >2.50x 325.0 225.0

Applicable Margin. (i) The Applicable Margin provided for in Section 5.1(a) with respect to any Revolving Credit Loans and Swingline Loans Loan (the "APPLICABLE MARGINApplicable Margin") shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "CALCULATION DATECalculation 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 (Aa) the initial Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be based equal to the percentages set forth in the Certificate delivered on Pricing Level IV (as shown below) the Closing Date pursuant to 6.2(d)(ii); PROVIDED the Term Loan Applicable Margin shall initially be 1.5% and remain at 1.5% until the conditions set forth in Section 6.4 are satisfied, and shall remain at Pricing Level IV such level until December 31, 2001, the first Calculation Date occurring after the Closing Date and, thereafter 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 the applicable Calculation Date, and (Bb) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 8.3 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Revolving Credit Loans and Swingline Loans from such Calculation Date shall be based on Pricing Level IV 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, such adjustment to occur ten (10) Business Days after the receipt of such certificate. The Applicable Margin for Revolving Credit Loans and Swingline Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issued.. REVOLVER REVOLVER PRICING LEVEL LEVERAGE RATIO LIBOR BASE RATE TERM LOAN ------------- -------------- ----- --------- --------- I Greater than or equal to 1.750% 0.750% 1% 4.00 to 1.0 II Greater than or equal to 1.625% 0.625% 1% 3.50 to 1.0, but less than 4.00 to 1.0 III Greater than or equal to 1.500% 0.500% 1% 3.00 to 1.0, but less than 3.50 to 1.0 IV Greater than or equal to 1.375% 0.375% 1% 2.50 to 1.0, but less than 3.00 to 1.0 V Greater than or equal to 1.250% 0.250% 1% 2.00 to 1.0, but less than 2.50 to 1.0 VI Less than 2.00 to 1 1.000% 0.000% 1%

Applicable Margin. (i) The Applicable Margin provided for in Section 5.1(a) with respect to any Revolving Credit Loans and Swingline Loans Loan (the "APPLICABLE MARGIN"“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"“Calculation Date”) ten (10) Business Days after the earlier of (i) the date by on which Borrower provides or (ii) the date on which the Borrower is required to provide provide, an Officer's ’s Compliance Certificate for the most recently ended fiscal quarter Fiscal Quarter of the Borrower; PROVIDEDprovided, HOWEVERhowever, that (A) commencing on the initial Fourth Amendment Effective Date, the Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until December 31, 2001, the first Calculation Date occurring after the Fourth Amendment Effective Date and, thereafter the Pricing Level shall be determined by reference to the Total Leverage Adjusted Debt to EBITDAR Ratio as of the last day of the most recently ended fiscal quarter Fiscal Quarter of the Borrower preceding the applicable Calculation Date, and (B) if the Borrower fails to provide the Officer's ’s Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter Fiscal Quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Revolving Credit Loans and Swingline Loans from such Calculation Date shall be based on Pricing Level IV I (as shown below) until such time as an appropriate Officer's ’s Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Adjusted Debt to EBITDAR Ratio as of the last day of the most recently ended fiscal quarter Fiscal Quarter of the Borrower preceding such Calculation Date. The Subject to Sections 5.1(c)(ii)(A) and (B) in the preceding sentence, the Applicable Margin for Revolving Credit Loans and Swingline Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issued.. Pricing Grid I Greater than or equal to 5.25 to 1.00 3.250 % 4.000 % II Greater than or equal to 5.00 to 1.00 but less than 5.25 to 1.00 2.750 % 3.500 % III Greater than or equal to 4.50 to 1.00 but less than 5.00 to 1.00 2.500 % 3.250 % IV Greater than or equal to 4.00 to 1.00 but less than 4.50 to 1.00 2.250 % 3.000 % V Less than 4.00 to 1.00 2.000 % 2.750 % (g) Amendment to Section 5.3. Section 5.3(a) (“Commitment Fee”) is hereby deleted in its entirety and replaced as follows:

Applicable Margin. (i) The Applicable Margin provided for in Section 5.1(a) with respect to any Revolving Credit Loans Loan and Swingline Loans in Section 2.5(d) with respect to any Acceptance Fee applicable to any Canadian BA Borrowing (the "APPLICABLE MARGINApplicable Margin") shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "CALCULATION DATECalculation Date") ten (10) Business Days after the date by which the Borrower Domestic Borrower, on behalf of itself and the Canadian Borrower, is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Domestic Borrower; PROVIDEDprovided, HOWEVERhowever, that (Aa) the initial Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV III (as shown below) and shall remain at Pricing Level IV III until December 31the first Calculation Date occurring after the fiscal quarter ending June 30, 2001, 2002 and, thereafter 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 Domestic Borrower preceding the applicable Calculation Date, and (Bb) if the Borrower Domestic Borrower, on behalf of itself and the Canadian Borrower, fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Domestic Borrower preceding the applicable Calculation Date, the Applicable Margin for Revolving Credit Loans and Swingline Loans from such Calculation Date shall be based on Pricing Level IV 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 Domestic Borrower preceding such Calculation Date. The Applicable Margin for Revolving Credit Loans and Swingline Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issued.. --------------------------------- Applicable Margin ----------------------------------------------------------------------------------------------------------------- Pricing Level Leverage Ratio LIBOR Rate Base Rate and and Canadian Base Acceptance Rate Fee ================================================================================================================= I Greater than or equal to 2.75 to 1.00 1.750 0.500 ----------------------------------------------------------------------------------------------------------------- II Greater than or equal to 2.25 to 1.00 but less than 2.75 to 1.00 1.500 0.250 ----------------------------------------------------------------------------------------------------------------- III Greater than or equal to 1.75 to 1.00 but less than 2.25 to 1.00 1.250 0.000 ----------------------------------------------------------------------------------------------------------------- IV Less than 1.75 to 1.00 1.000 0.000 -----------------------------------------------------------------------------------------------------------------

Applicable Margin. (i) The Applicable Margin provided for in Section 5.1(a4.1 (a) with respect to any Revolving Credit Loans and Swingline Loans Loan (the "APPLICABLE MARGINApplicable Margin") shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "CALCULATION DATECalculation Date") ten (10) Business Days after the date by which the Borrower is Borrowers are required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the BorrowerBorrowers; PROVIDEDprovided, HOWEVERhowever, that (Aa) the initial Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV II (as shown below) and shall remain at Pricing Level IV II until December 31, 2001, the first Calculation Date occurring after the Closing Date and, thereafter 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 Borrowers preceding the applicable Calculation Date, and (Bb) if the Borrower fails Borrowers fail to provide the Officer's Compliance Certificate as required by Section 8.2 7.2 for the most recently ended fiscal quarter of the Borrower Borrowers preceding the applicable Calculation Date, the Applicable Margin for Revolving Credit Loans and Swingline Loans from such Calculation Date shall be based on Pricing Level IV 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 Borrowers preceding such Calculation Date. The Applicable Margin for Revolving Credit Loans and Swingline Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issued.. PRICING LEVEL LEVERAGE RATIO LIBOR RATE LOANS BASE RATE LOANS ------------- -------------- ---------------- --------------- I Greater than or equal to 1.000% 0% 3.00 to 1.00 II Greater than or equal to 0.750% 0% 2.25 to 1.00, but less than 3. 00 to 1.00