Common use of Applicable Margins Clause in Contracts

Applicable Margins. On the Closing Date, the Applicable Margin shall be determined using Tier I of the performance grid below until June 30, 1998. Thereafter, the Base Rate Applicable Margin and LIBOR Applicable Margin shall be adjusted on the first day of each calendar quarter, beginning July 1, 1998, and on each October 1, January 1, April 1, and July 1, thereafter, based on the ratio of Consolidated Funded Debt plus Indebtedness for Borrowed Money arising under the Agreement for Inventory Financing and the Agreement for Wholesale Financing as of the end of the quarter ending on March 31, 1998, and on each June 30, September 30, December 31, and March 31, thereafter, to Consolidated EBITDA for the most recent preceding four (4) fiscal quarters, including the fiscal quarter ending on the date of determination. To the extent that, as of an adjustment date, Borrower has not provided to Agent information necessary to apply the performance grid, interest shall be payable retroactively upon receipt of such information and calculation by Agent. In such event, Borrower shall continue to pay interest at the interest rate and on the Payment Dates in effect for the preceding quarter and the parties shall adjust for the difference between interest payable and interest actually paid, when information to apply the performance grid is available. ========================================================================================== Tier Consolidated Funded Debt LIBOR + Base Facility Fee plus Indebtedness for Rate Borrowed Money arising under the Agreement for Inventory Financing and the Agreement for Wholesale Financing/EBITDA ------------------------------------------------------------------------------------------ Tier I Greater than 3.50x 112.5 bps* 0 bps 37.5 ------------------------------------------------------------------------------------------ Tier II Less than or equal to 3.50x 100.0 bps 0 bps 37.5 but greater than 3.25x ------------------------------------------------------------------------------------------ Tier III Less than or equal to 3.25x 87.5 bps 0 bps 37.5 but greater than 3.00x ------------------------------------------------------------------------------------------ Tier IV Less than or equal to 3.00x 75 bps 0 bps 37.5 but greater than 2.75x ------------------------------------------------------------------------------------------ Tier V. Less than or equal to 2.75x 62.5 bps 0 bps 37.5 but greater than 2.50x ------------------------------------------------------------------------------------------ Tier VI Less than or equal to 2.50x 62.5 bps 0 bps 25 but greater than 2.25x ------------------------------------------------------------------------------------------ Tier VII Less than 2.25x 50.0 bps 0 bps 25 ========================================================================================== * bps = basis points Notwithstanding anything contained in this Agreement to the contrary, if at any time, or from time to time, Borrower is required to pay interest to IBM Credit Corporation pursuant to the Agreement for Inventory Financing or DFS pursuant to the Agreement for Wholesale Financing, then, during such period that Borrower is required to pay such interest to IBM Credit Corporation or DFS, as the case may be, the rate of interest to be paid on all outstanding Loans hereunder will be equal to the greater of (i) the rate as determined pursuant to this Agreement, and (ii) the rate of interest the Borrower is required to pay IBM Credit Corporation or DFS, as applicable.

Applicable Margins. On Both the Closing Date, the Applicable Margin shall be determined using Tier I of the performance grid below until June 30, 1998. Thereafter, the Base Rate ABR Applicable Margin and the LIBOR Applicable Margin shall to be adjusted on the first day of each calendar quarter, beginning July 1, 1998, and on each October 1, January 1, April 1, and July 1, thereafter, based on the ratio of Consolidated Funded Debt plus Indebtedness for Borrowed Money arising under the Agreement for Inventory Financing and the Agreement for Wholesale Financing as of the end of the quarter ending on March 31, 1998, and on each June 30, September 30, December 31, and March 31, thereafter, to Consolidated EBITDA for the most recent preceding four (4) fiscal quarters, including the fiscal quarter ending on the date of determination. To the extent that, as of an adjustment date, Borrower has not provided to Agent information necessary to apply the performance grid, interest shall be payable retroactively upon receipt of such information and calculation by Agent. In such event, Borrower shall continue to pay interest at used in calculating the interest rate and on the Payment Dates in effect for the preceding quarter and the parties applicable to different Types of Advances shall adjust for the difference between interest payable and interest actually paid, when information to apply the performance grid is available. ========================================================================================== Tier Consolidated Funded Debt LIBOR + Base Facility Fee plus Indebtedness for Rate Borrowed Money arising under the Agreement for Inventory Financing and the Agreement for Wholesale Financing/EBITDA ------------------------------------------------------------------------------------------ Tier I Greater than 3.50x 112.5 bps* 0 bps 37.5 ------------------------------------------------------------------------------------------ Tier II Less than or equal to 3.50x 100.0 bps 0 bps 37.5 but greater than 3.25x ------------------------------------------------------------------------------------------ Tier III Less than or equal to 3.25x 87.5 bps 0 bps 37.5 but greater than 3.00x ------------------------------------------------------------------------------------------ Tier IV Less than or equal to 3.00x 75 bps 0 bps 37.5 but greater than 2.75x ------------------------------------------------------------------------------------------ Tier V. Less than or equal to 2.75x 62.5 bps 0 bps 37.5 but greater than 2.50x ------------------------------------------------------------------------------------------ Tier VI Less than or equal to 2.50x 62.5 bps 0 bps 25 but greater than 2.25x ------------------------------------------------------------------------------------------ Tier VII Less than 2.25x 50.0 bps 0 bps 25 ========================================================================================== * bps = basis points Notwithstanding anything contained in this Agreement to the contrary, if at any time, or vary from time to time, Borrower is required to pay interest to IBM Credit Corporation pursuant to time in accordance with the Agreement for Inventory Financing or DFS pursuant to higher of the Agreement for Wholesale Financing, then, during such period that Borrower is required to pay such interest to IBM Credit Corporation or DFS-applicable Moody's debt rating and S&P's debt rating, as the case may be, for the rate long-term unsecured debt of interest Chateau Parent. The Applicable Margins shall be adjusted effective on the next Business Day following any change in Chateau Parent's Moody's debt rating and/or S&P's debt rating, as the case may be. Borrower shall provide prompt notice to Administrative Agent of any rating change and promptly upon receipt of such notice Administrative Agent shall promptly notify the Lenders, but the determination of the Applicable Margin shall not be paid dependent on all outstanding Loans hereunder will be equal the giving of such notice. The applicable debt ratings and the Applicable Margins are set forth in the following tables: --------------------------------------------------------------------------------------- Pricing Grid For Period From Closing Through First 4 Months --------------------------------------------------------------------------------------- Rating: At least At least Less than S&P and Xxxxx'x Baa2 or BBB Baa3 or BBB- Baa3 and BBB- ("Level I Status") but lower than Level I Status --------------------------------------------------------------------------------------- ABR Applicable Margin 20 40 65 (in basis points) --------------------------------------------------------------------------------------- LIBOR Applicable Margin 120 140 165 (in basis points) --------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------- Pricing Grid For Period From Beginning of Month 5 Through Maturity --------------------------------------------------------------------------------------- Rating: At least At least Less than S&P and Xxxxx'x Baa2 or BBB Baa3 or BBB- Baa3 and BBB- ("Level I Status") but lower than Level I Status --------------------------------------------------------------------------------------- ABR Applicable Margin 50 75 100 (in basis points) --------------------------------------------------------------------------------------- LIBOR Applicable Margin 150 175 200 (in basis points) --------------------------------------------------------------------------------------- In the event that either S&P or Xxxxx'x shall discontinue its ratings of the REIT industry or Chateau Parent, Chateau Parent shall seek a debt rating from a substitute rating agency reasonably satisfactory to the greater Administrative Agent and Chateau Parent (the "Substitute Rating Agency"). For the period from the date of such discontinuance until the first to occur of (i) the rate as determined pursuant to this Agreement, and date Chateau Parent receives a debt rating from the Substitute Rating Agency or (ii) a date 180 days after such discontinuance, the rate single rating from S&P or Xxxxx'x, as the case may be, shall be used to determine the Applicable Margin. If the debt rating of Chateau Parent from the Substitute Rating Agency is not received within such 180 day period, or if both S&P and Xxxxx'x shall discontinue their ratings of the REIT industry or Chateau Parent at a time when Chateau Parent has not secured a rating from a Substitute Rating Agency, the Applicable Margin to be used for the calculation of interest on Advances hereunder shall be the highest Applicable Margin for each Type. If a rating agency downgrade or discontinuance results in an increase in the Applicable Margins and if such rating downgrade or discontinuance is reversed and the Applicable Margins are restored within ninety (90) days thereafter, at Borrower's request, Borrower shall receive a credit against interest next due the Lenders equal to interest accrued from time to time during such period of downgrade or discontinuance on the Advances at the differential between such Applicable Margins. If a rating agency upgrade results in a decrease in the Applicable Margins and if such rating upgrade is required reversed and the Applicable Margins are restored within ninety (90) days thereafter, Borrower shall pay at the time of the next interest payment (in addition to pay IBM Credit Corporation or DFS, as applicablethe interest then due) an amount equal to interest accrued from time to time during such period of upgrade on the Advances at the differential between such Applicable Margins.

Applicable Margins. On The term "Applicable Margin" (herein so called) shall mean: (A) during the period commencing on the Closing DateDate and ending on but not including the first Adjustment Date (as defined below), 1.00% per annum and (B) during each period, from and including one Adjustment Date to but excluding the next Adjustment Date (each a "Calculation Period"), the percent per annum set forth in the Rating Table below in this subsection 2.4(b) under the heading "Applicable Margin shall be Margin" and opposite the applicable Implied Unsecured Senior Debt Rating (as determined using Tier I in accordance with this subsection 2.4(b)) in existence as of the performance grid below until June 30, 1998. Thereafter, the Base Rate Applicable Margin and LIBOR Applicable Margin shall be adjusted on the first day of each calendar quarter, beginning July 1, 1998, and on each October 1, January 1, April 1, and July 1, thereafter, based on the ratio of Consolidated Funded Debt plus Indebtedness for Borrowed Money arising under applicable Calculation Period. The following is the Agreement for Inventory Financing and the Agreement for Wholesale Financing as of the end of the quarter ending on March 31, 1998, and on each June 30, September 30, December 31, and March 31, thereafter, Rating Table referred to Consolidated EBITDA for the most recent preceding four (4) fiscal quarters, including the fiscal quarter ending on the date of determination. To the extent that, as of an adjustment date, Borrower has not provided to Agent information necessary to apply the performance grid, interest shall be payable retroactively upon receipt of such information and calculation by Agent. In such event, Borrower shall continue to pay interest at the interest rate and on the Payment Dates above in effect for the preceding quarter and the parties shall adjust for the difference between interest payable and interest actually paid, when information to apply the performance grid is available. =====================this subsection 2.4(b): RATING TABLE ===================================================================== Tier Consolidated Funded Implied Unsecured Senior Debt LIBOR + Base Facility Fee plus Indebtedness for Rate Borrowed Money arising under the Agreement for Inventory Financing and the Agreement for Wholesale Financing/EBITDA ------------------------------------------------------------------------------------------ Tier I Greater Rating Applicable Margin ------------------------------------ ----------------- A or higher by S&P or Fitch A2 or higher by Moody's 0.50% --------------------------------------------------------------------- A- by S&P or Fitch A3 by Moody's 0.75% --------------------------------------------------------------------- BBB+ by S&P or Fitch Baa1 by Moody's 1.00% --------------------------------------------------------------------- BBB by S&P or Fitch Baa2 by Moody's 1.20% --------------------------------------------------------------------- BBB- by S&P or Fitch Baa3 by Moody's 1.40% --------------------------------------------------------------------- less than 3.50x 112.5 bps* 0 bps 37.5 ------------------------------------------------------------------------------------------ Tier II Less BBB- by S&P or Fitch less than or equal to 3.50x 100.0 bps 0 bps 37.5 but greater than 3.25x ------------------------------------------------------------------------------------------ Tier III Less than or equal to 3.25x 87.5 bps 0 bps 37.5 but greater than 3.00x ------------------------------------------------------------------------------------------ Tier IV Less than or equal to 3.00x 75 bps 0 bps 37.5 but greater than 2.75x ------------------------------------------------------------------------------------------ Tier V. Less than or equal to 2.75x 62.5 bps 0 bps 37.5 but greater than 2.50x ------------------------------------------------------------------------------------------ Tier VI Less than or equal to 2.50x 62.5 bps 0 bps 25 but greater than 2.25x ------------------------------------------------------------------------------------------ Tier VII Less than 2.25x 50.0 bps 0 bps 25 =====================Baa3 by Moody's. 1.50% ===================================================================== * bps = basis points Notwithstanding anything contained The Applicable Margin (for Interest Periods commencing after the applicable Adjustment Date, as defined below) shall automatically be adjusted in accordance with the appropriate Implied Unsecured Senior Debt Rating then established, such automatic adjustment (a) to take effect as of the first Business Day after the Borrower has notified the Banks of the effective date of the establishment of, or an upgrade in a rating used to determine the Implied Unsecured Senior Debt Rating or (b) in the case of a downgrade in the ratings used to determine the Implied Unsecured Senior Debt Rating, effective as of the first Business Day after the effective date of the downgrade. If the Implied Unsecured Senior Debt Rating can not be determined, then the Applicable Margin shall automatically be adjusted to 1.50% per annum, such automatic adjustment (a) to take effect as of the first day on which the Implied Unsecured Senior Debt Rating can no longer be determined and (b) to remain in effect until subsequently adjusted in accordance herewith upon the establishment of a new Implied Unsecured Senior Debt Rating. As used in this Agreement to the contrary, if at any time, or from time to time, Borrower is required to pay interest to IBM Credit Corporation pursuant to the Agreement for Inventory Financing or DFS pursuant to the Agreement for Wholesale Financing, then, during such period that Borrower is required to pay such interest to IBM Credit Corporation or DFS, as the case may besubsection 2.4(b), the rate of interest to be paid on all outstanding Loans hereunder will be equal to following terms have the greater of (i) the rate as determined pursuant to this Agreement, and (ii) the rate of interest the Borrower is required to pay IBM Credit Corporation or DFS, as applicable.following meanings:

Applicable Margins. On Each of the Closing DateABR Applicable Margin and the LIBOR Applicable Margin to be used in calculating the interest rate applicable to different Types of Advances and the Facility Fee Rate to be used in calculating the Facility Fee shall vary from time to time in accordance with the higher of Borrower's then applicable Moodx'x xxxt rating and S&P's debt rating unless one of such two ratings is more than one rating category lower than the other, in which case the average of the two different Applicable Margins and the average of the two different Facility Fee Rates shall be used. The Applicable Margins shall be adjusted effective on the next Business Day following any change in Borrower's Moodx'x xxxt rating and/or S&P's debt rating, as the case may be. The applicable debt ratings, the Applicable Margin shall be determined using Tier I of Margins and Facility Fee Rate are set forth in the performance grid below until June 30, 1998. Thereafter, the Base Rate Applicable Margin and LIBOR Applicable Margin shall be adjusted on the first day of each calendar quarter, beginning July 1, 1998, and on each October 1, January 1, April 1, and July 1, thereafter, based on the ratio of Consolidated Funded Debt plus Indebtedness for Borrowed Money arising under the Agreement for Inventory Financing and the Agreement for Wholesale Financing as of the end of the quarter ending on March 31, 1998, and on each June 30, September 30, December 31, and March 31, thereafter, to Consolidated EBITDA for the most recent preceding four (4) fiscal quarters, including the fiscal quarter ending on the date of determination. To the extent that, as of an adjustment date, Borrower has not provided to Agent information necessary to apply the performance grid, interest shall be payable retroactively upon receipt of such information and calculation by Agent. In such event, Borrower shall continue to pay interest at the interest rate and on the Payment Dates in effect for the preceding quarter and the parties shall adjust for the difference between interest payable and interest actually paid, when information to apply the performance grid is available. following table: =================================================================================================================== Tier Consolidated Funded Debt LIBOR + Base Facility Fee plus Indebtedness for Rate Borrowed Money arising under the Agreement for Inventory Financing and the Agreement for Wholesale Financing/EBITDA ------------------------------------------------------------------------------------------ Tier I Greater than 3.50x 112.5 bps* 0 bps 37.5 ------------------------------------------------------------------------------------------ Tier II ABR APPLICABLE APPLICABLE FACILITY S&P RATING MOODX'X XXXING MARGIN MARGIN FEE RATE ------------------------------------------------------------------------------------------------------------------- A- or higher A3 or higher 0.90% 0.00% 0.15% ------------------------------------------------------------------------------------------------------------------- BBB+ Baa1 0.95% 0.00% 0.20% ------------------------------------------------------------------------------------------------------------------- BBB Baa2 1.10% 0.10% 0.20% ------------------------------------------------------------------------------------------------------------------- BBB- Baa3 1.20% 0.20% 0.25% ------------------------------------------------------------------------------------------------------------------- Less than or equal to 3.50x 100.0 bps 0 bps 37.5 but greater than 3.25x ------------------------------------------------------------------------------------------ Tier III BBB- Less than or equal to 3.25x 87.5 bps 0 bps 37.5 but greater than 3.00x ------------------------------------------------------------------------------------------ Tier IV Less than or equal to 3.00x 75 bps 0 bps 37.5 but greater than 2.75x ------------------------------------------------------------------------------------------ Tier V. Less than or equal to 2.75x 62.5 bps 0 bps 37.5 but greater than 2.50x ------------------------------------------------------------------------------------------ Tier VI Less than or equal to 2.50x 62.5 bps 0 bps 25 but greater than 2.25x ------------------------------------------------------------------------------------------ Tier VII Less than 2.25x 50.0 bps 0 bps 25 Baa3 1.50% 0.50% 0.30% =================================================================================================================== * bps = basis points Notwithstanding anything contained in this Agreement In the event that either S&P or Moodx'x xxxll discontinue their ratings of the REIT industry or the Borrower, the Borrower may seek a debt rating from another substitute rating agency reasonably satisfactory to the contraryAdministrative Agent and the Borrower. For the period from the date of such discontinuance until the first to occur of (i) the date the Borrower receives a debt rating from such new rating agency or (ii) a date 180 days after such discontinuance, if at any timethe single rating from S&P or Moodx'x, or from time to time, Borrower is required to pay interest to IBM Credit Corporation pursuant to the Agreement for Inventory Financing or DFS pursuant to the Agreement for Wholesale Financing, then, during such period that Borrower is required to pay such interest to IBM Credit Corporation or DFS, as xx the case may be, shall be used to determine the rate Applicable Margin and the Facility Fee Rate. If the debt rating of the Borrower from such new rating agency is not received within such 180 day period, or if both S&P and Moodx'x xxxll discontinue their ratings of the REIT industry or the Borrower, the Applicable Margin to be used for the calculation of interest on Advances hereunder shall be the highest Applicable Margin for each Type and the Facility Fee to be paid on all outstanding Loans hereunder will used for the calculation of the Facility Fee shall be the highest rate shown above. If a rating agency downgrade or discontinuance results in an increase in the ABR Applicable Margin or the LIBOR Applicable Margin or in the Facility Fee Rate and if such increase is reversed and the affected Applicable Margin or Facility Fee Rate is restored within ninety (90) days thereafter, at Borrower's request, Borrower shall receive a credit against interest next due the Lenders equal to the greater of (i) interest accrued at the rate as determined pursuant to this Agreement, and differential between such Applicable Margins plus (ii) the rate differential in the Facility Fees accruing from time to time during such period of interest downgrade or discontinuance. If a rating agency upgrade results in decrease in the ABR Applicable Margin or the LIBOR Applicable Margin or in the Facility Fee Rate and if such upgrade is reversed and the affected Applicable Margin or Facility Fee Rate is restored within ninety (90) days thereafter, Borrower is shall be required to pay IBM Credit Corporation or DFS, as applicablean amount to the Lenders equal to the interest differential on the Advances and the differential on the Facility Fees during such period of upgrade.

Applicable Margins. On the Closing Date, the Applicable Margin shall be determined using Tier I of the performance grid below until June 30, 1998. Thereafter, the Base Rate Applicable Margin and LIBOR Applicable Margin shall be adjusted on the first day of each calendar quarter, beginning July 1, 1998, and on each October 1, January 1, April 1, and July 1, thereafter, based on the ratio of Consolidated Funded Debt plus Indebtedness for Borrowed Money arising under the Agreement for Inventory Financing and the Agreement for Wholesale Financing as of the end of the quarter ending on March 31, 1998, and on each June 30, September 30, December 31, and March 31, thereafter, to Consolidated EBITDA for the most recent preceding four (4) fiscal quarters, including the fiscal quarter ending on the date of determination. To the extent that, as of an adjustment date, Borrower has not provided to Agent information necessary to apply the performance grid, interest shall be payable retroactively upon receipt of such information and calculation by Agent. In such event, Borrower shall continue to pay interest at the interest rate and on the Payment Dates in effect for the preceding quarter and the parties shall adjust for the difference between interest payable and interest actually paid, when information to apply the performance grid is available. ========================================================================================== Tier Consolidated Funded Debt LIBOR + Base Facility Funded Debt plus Rate Fee plus Indebtedness for Rate Borrowed Money arising under the Agreement for Inventory Financing and the Agreement for Wholesale Financing// EBITDA ------------------------------------------------------------------------------------------ ------------- ---------------------- ---------------- -------- ------------ Tier I Greater greater than 3.50x 112.5 bps* 0 bps 37.5 ------------------------------------------------------------------------------------------ ------------- ---------------------- ---------------- -------- ------------ Tier II Less less than or equal to 3.50x 100.0 bps 0 bps 37.5 to 3.50x but greater than 3.25x ------------------------------------------------------------------------------------------ ------------- ---------------------- ---------------- -------- ------------ Tier III Less less than or equal to 3.25x 87.5 bps 0 bps 37.5 to 3.25x but greater than 3.00x ------------------------------------------------------------------------------------------ ------------- ---------------------- ---------------- -------- ------------ Tier IV Less less than or equal to 3.00x 75 bps 0 bps 37.5 to 3.00x but greater than 2.75x ------------------------------------------------------------------------------------------ ------------- ---------------------- ---------------- -------- ------------ Tier V. Less V less than or equal to 2.75x 62.5 bps 0 bps 37.5 to 2.75x but greater than 2.50x ------------------------------------------------------------------------------------------ ------------- ---------------------- ---------------- -------- ------------ Tier VI Less less than or equal to 2.50x 62.5 bps 0 bps 25 to 2.50x but greater than 2.25x ------------------------------------------------------------------------------------------ ------------- ---------------------- ---------------- -------- ------------ Tier VII Less less than 2.25x 50.0 bps 0 bps 25 ========================================================================================== * bps = basis points Notwithstanding anything contained in this Agreement to the contrary, if at any time, or from time to time, Borrower is required to pay interest to IBM Credit Corporation pursuant to the Agreement for Inventory Financing or DFS pursuant to the Agreement for Wholesale Financing, then, during such period that Borrower is required to pay such interest to IBM Credit Corporation or DFS, as the case may beCorporation, the rate of interest to be paid on all outstanding Loans hereunder will be equal to the greater of (i) the rate as determined pursuant to this Agreement, and (ii) the rate of interest the Borrower is required to pay IBM Credit Corporation or DFS, as applicableCorporation.

Applicable Margins. On The Applicable Swing Line Margin, ------------------ Applicable Index Margin, Applicable LIBOR Margin and Applicable L/C Margin will be adjusted (up or down) quarterly based on Ultimate Parent's consolidated financial performance for the trailing four quarters as evidenced by its quarterly consolidated Financial Statements in accordance with the following grid: ---------------------------------------------------------------------------------------------------------- IF EBIT/Cash Applicable Swing Applicable Index Applicable LIBOR Applicable L/C ------------ ---------------- ---------------- ---------------- -------------- Interest Coverage Line Margin is: Margin is: Margin is: Margin is: ----------------- --------------- ---------- ---------- ---------- is: --- ---------------------------------------------------------------------------------------------------------- less than 2.0 2.25% 0.50% 2.25% 1.25% --------------------------------------------------------------------------------------------------------- 2.0 up to but not 2.00% 0.25% 2.00% 1.25% including 3.0 --------------------------------------------------------------------------------------------------------- 3.0 up to but not 1.75% 0.25% 1.75% 1.00% including 4.0 --------------------------------------------------------------------------------------------------------- 4.0 up to but not 1.50% 0.0% 1.50% 0.75% including 5.0 --------------------------------------------------------------------------------------------------------- 5.0 or more 1.25% 0.0% 1.25% 0.75% --------------------------------------------------------------------------------------------------------- The Applicable Swing Line Margin, Applicable Index Margin, Applicable LIBOR Margin and Applicable L/C Margin will be 1.50%, 0.0%, 1.50% and 0.75%, respectively, as of the Closing DateDate and will first be subject to adjustment prospectively on the first day of the calendar month that is more then five (5) days following delivery to Lenders of Ultimate Parent's quarterly consolidated Financial Statements for the Fiscal Quarter ending July 31, 1999. After July 31, 1999, adjustments in the Applicable Swing Line Margin, Applicable Index Margin, Applicable LIBOR Margin and Applicable L/C Margin shall be determined using Tier I prospective only and shall be based on Ultimate Parent's consolidated financial performance for the trailing four quarters as of the performance grid below until June 30last day of each Fiscal Quarter as evidenced by Ultimate Parent's unaudited consolidated Financial Statements for the first three Fiscal Quarters of each Fiscal Year and Ultimate Parent's audited consolidated Financial Statements for each Fiscal Year. Each increase or decrease in the above-referenced margins shall become effective starting (i) in the case of the Swing Line Loan, 1998. Thereafter, Index Rate Loans and Letter of Credit Fees on the Base Rate Applicable Margin first day of the first calendar month commencing at least five (5) days after delivery of the applicable Financial Statements and (ii) in the case of LIBOR Applicable Margin shall be adjusted Loans on the first day of each calendar quarter, beginning July 1, 1998, and on each October 1, January 1, April 1, and July 1, thereafter, based on the ratio of Consolidated Funded Debt plus Indebtedness for Borrowed Money arising under the Agreement for Inventory Financing and the Agreement for Wholesale Financing as LIBOR Period commencing after delivery of the end of the quarter ending on March 31, 1998, and on each June 30, September 30, December 31, and March 31, thereafter, to Consolidated EBITDA for the most recent preceding four (4) fiscal quarters, including the fiscal quarter ending on the date of determination. To the extent that, as of an adjustment date, Borrower has not provided to Agent information necessary to apply the performance grid, interest shall be payable retroactively upon receipt of such information and calculation by Agent. In such event, Borrower shall continue to pay interest at the interest rate and on the Payment Dates in effect for the preceding quarter and the parties shall adjust for the difference between interest payable and interest actually paid, when information to apply the performance grid is available. ========================================================================================== Tier Consolidated Funded Debt LIBOR + Base Facility Fee plus Indebtedness for Rate Borrowed Money arising under the Agreement for Inventory Financing and the Agreement for Wholesale Financing/EBITDA ------------------------------------------------------------------------------------------ Tier I Greater than 3.50x 112.5 bps* 0 bps 37.5 ------------------------------------------------------------------------------------------ Tier II Less than or equal to 3.50x 100.0 bps 0 bps 37.5 but greater than 3.25x ------------------------------------------------------------------------------------------ Tier III Less than or equal to 3.25x 87.5 bps 0 bps 37.5 but greater than 3.00x ------------------------------------------------------------------------------------------ Tier IV Less than or equal to 3.00x 75 bps 0 bps 37.5 but greater than 2.75x ------------------------------------------------------------------------------------------ Tier V. Less than or equal to 2.75x 62.5 bps 0 bps 37.5 but greater than 2.50x ------------------------------------------------------------------------------------------ Tier VI Less than or equal to 2.50x 62.5 bps 0 bps 25 but greater than 2.25x ------------------------------------------------------------------------------------------ Tier VII Less than 2.25x 50.0 bps 0 bps 25 ========================================================================================== * bps = basis points Notwithstanding anything contained in this Agreement to the contrary, if at any time, or from time to time, Borrower is required to pay interest to IBM Credit Corporation pursuant to the Agreement for Inventory Financing or DFS pursuant to the Agreement for Wholesale Financing, then, during such period that Borrower is required to pay such interest to IBM Credit Corporation or DFS, as the case may be, the rate of interest to be paid on all outstanding Loans hereunder will be equal to the greater of (i) the rate as determined pursuant to this Agreement, and (ii) the rate of interest the Borrower is required to pay IBM Credit Corporation or DFS, as applicableapplicable Financial Statements.

Applicable Margins. On the Closing Date, the Applicable Margin shall be determined using Tier I Each of the performance grid below until June 30, 1998. Thereafter, the Base Rate ABR Applicable Margin and the LIBOR Applicable Margin to be used in calculating the interest rate applicable to different Types of Advances shall vary from time to time in accordance with the higher of Borrower's then applicable Xxxxx'x long-term unsecured debt rating and S&P's long-term unsecured debt rating unless one of such two ratings is more than one rating category lower than the other, in which case the average of the two different Applicable Margins shall be used. The Applicable Margins shall be adjusted effective on the first day of each calendar quarternext Business Day following any change in Borrower's Xxxxx'x long-term unsecured debt rating and/or S&P's long-term unsecured debt rating, beginning July 1, 1998, and on each October 1, January 1, April 1, and July 1, thereafter, based on as the ratio of Consolidated Funded Debt plus Indebtedness for Borrowed Money arising under the Agreement for Inventory Financing case may be. The applicable debt ratings and the Agreement for Wholesale Financing as of Applicable Margins are set forth in the end of the quarter ending on March 31, 1998, and on each June 30, September 30, December 31, and March 31, thereafter, to Consolidated EBITDA for the most recent preceding four (4) fiscal quarters, including the fiscal quarter ending on the date of determination. To the extent that, as of an adjustment date, Borrower has not provided to Agent information necessary to apply the performance grid, interest shall be payable retroactively upon receipt of such information and calculation by Agent. In such event, Borrower shall continue to pay interest at the interest rate and on the Payment Dates in effect for the preceding quarter and the parties shall adjust for the difference between interest payable and interest actually paid, when information to apply the performance grid is available. ===========================following table: =============================================================== Tier Consolidated Funded Debt LIBOR + Base Facility Fee plus Indebtedness for Rate Borrowed Money arising under the Agreement for Inventory Financing and the Agreement for Wholesale Financing/EBITDA ------------------------------------------------------------------------------------------ Tier I Greater than 3.50x 112.5 bps* 0 bps 37.5 ------------------------------------------------------------------------------------------ Tier II ABR Applicable Applicable S&P Rating Xxxxx'x Rating Margin Margin ---------- -------------- ------ ------ A- or higher A3 or higher 0.75% 0.00% ------------------------------------------------------------- BBB+ Baa1 0.90% 0.00% --------------------------- --------------------------------- BBB Baa2 1.00% 0.00% ------------------------------------------------------------- BBB- Baa3 1.15% 0.15% ------------------------------------------------------------- Less than or equal to 3.50x 100.0 bps 0 bps 37.5 but greater than 3.25x ------------------------------------------------------------------------------------------ Tier III BBB- Less than or equal to 3.25x 87.5 bps 0 bps 37.5 but greater than 3.00x ------------------------------------------------------------------------------------------ Tier IV Less than or equal to 3.00x 75 bps 0 bps 37.5 but greater than 2.75x ------------------------------------------------------------------------------------------ Tier V. Less than or equal to 2.75x 62.5 bps 0 bps 37.5 but greater than 2.50x ------------------------------------------------------------------------------------------ Tier VI Less than or equal to 2.50x 62.5 bps 0 bps 25 but greater than 2.25x ------------------------------------------------------------------------------------------ Tier VII Less than 2.25x 50.0 bps 0 bps 25 ===========================Baa3 1.50% 0.50% =============================================================== * bps = basis points Notwithstanding anything contained in this Agreement In the event that either S&P or Xxxxx'x shall discontinue their ratings of the REIT industry or the Borrower, the Borrower may seek a long-term unsecured debt rating from another substitute rating agency reasonably satisfactory to the contraryArrangers and the Borrower. For the period from the date of such discontinuance until the first to occur of (i) the date the Borrower receives a long-term unsecured debt rating from such new rating agency or (ii) a date 180 days after such discontinuance, if at any time, the single rating from S&P or from time to time, Borrower is required to pay interest to IBM Credit Corporation pursuant to the Agreement for Inventory Financing or DFS pursuant to the Agreement for Wholesale Financing, then, during such period that Borrower is required to pay such interest to IBM Credit Corporation or DFSXxxxx'x, as the case may be, the rate of interest to shall be paid on all outstanding Loans hereunder will be equal to the greater of (i) the rate as determined pursuant to this Agreement, and (ii) the rate of interest the Borrower is required to pay IBM Credit Corporation or DFS, as applicable.used to

Applicable Margins. On Each of the Closing DateABR Applicable Margin and the LIBOR Applicable Margin to be used in calculating the interest rate applicable to different Types of Borrowings and the Facility Fee Rate to be used in calculating the Facility Fee shall vary from time to time in accordance with the higher of Borrower's then applicable Xxxxx'x debt rating and S&P's debt rating unless one of such two ratings is more than one rating category lower than the other, in which case the Applicable Margins and the Facility Fee Rate shall be based on the rating category which is in between such two ratings (or if there is more than one rating category in between the two ratings, the higher rating category in between the two ratings shall apply). The Applicable Margins shall be adjusted effective on the next Business Day following any change in Borrower's Xxxxx'x debt rating and/or S&P's debt rating, as the case may be. The applicable debt ratings, the Applicable Margin Margins and Facility Fee Rate are set forth in the following table: LIBOR ABR APPLICABLE APPLICABLE FACILITY S&P RATING XXXXX'X RATING MARGIN MARGIN FEE RATE -------------- -------------- ---------- ---------- -------- A- or higher A3 or higher 0.375% -0.125% 0.125% BBB+ Baa1 0.425% -0.125% 0.15% XXXXX XXX APPLICABLE APPLICABLE FACILITY S&P RATING XXXXX'X RATING MARGIN MARGIN FEE RATE -------------- -------------- ---------- ---------- -------- BBB Baa2 0.60% -0.125% 0.15% BBB- Baa3 0.75% -0.125% 0.175% Less than BBB- Less than Baa3 1.00% 0.125% 0.25% In the event that either S&P or Xxxxx'x shall be determined using Tier I discontinue their ratings of the performance grid below until June 30, 1998. ThereafterREIT industry or the Borrower, the Base Rate Applicable Margin and LIBOR Applicable Margin shall be adjusted on Borrower may seek a debt rating from another substitute rating agency reasonably satisfactory to the first day of each calendar quarter, beginning July 1, 1998, and on each October 1, January 1, April 1, and July 1, thereafter, based on the ratio of Consolidated Funded Debt plus Indebtedness for Borrowed Money arising under the Agreement for Inventory Financing Administrative Agent and the Agreement for Wholesale Financing as of Borrower. For the end of the quarter ending on March 31, 1998, and on each June 30, September 30, December 31, and March 31, thereafter, to Consolidated EBITDA for the most recent preceding four (4) fiscal quarters, including the fiscal quarter ending on period from the date of determination. To such discontinuance until the extent thatfirst to occur of (i) the date the Borrower receives a debt rating from such new rating agency or (ii) a date 180 days after such discontinuance, as of an adjustment date, Borrower has not provided to Agent information necessary to apply the performance grid, interest shall be payable retroactively upon receipt of such information and calculation by Agent. In such event, Borrower shall continue to pay interest at the interest rate and on the Payment Dates in effect for the preceding quarter and the parties shall adjust for the difference between interest payable and interest actually paid, when information to apply the performance grid is available. ========================================================================================== Tier Consolidated Funded Debt LIBOR + Base Facility Fee plus Indebtedness for Rate Borrowed Money arising under the Agreement for Inventory Financing and the Agreement for Wholesale Financing/EBITDA ------------------------------------------------------------------------------------------ Tier I Greater than 3.50x 112.5 bps* 0 bps 37.5 ------------------------------------------------------------------------------------------ Tier II Less than single rating from S&P or equal to 3.50x 100.0 bps 0 bps 37.5 but greater than 3.25x ------------------------------------------------------------------------------------------ Tier III Less than or equal to 3.25x 87.5 bps 0 bps 37.5 but greater than 3.00x ------------------------------------------------------------------------------------------ Tier IV Less than or equal to 3.00x 75 bps 0 bps 37.5 but greater than 2.75x ------------------------------------------------------------------------------------------ Tier V. Less than or equal to 2.75x 62.5 bps 0 bps 37.5 but greater than 2.50x ------------------------------------------------------------------------------------------ Tier VI Less than or equal to 2.50x 62.5 bps 0 bps 25 but greater than 2.25x ------------------------------------------------------------------------------------------ Tier VII Less than 2.25x 50.0 bps 0 bps 25 ========================================================================================== * bps = basis points Notwithstanding anything contained in this Agreement to the contrary, if at any time, or from time to time, Borrower is required to pay interest to IBM Credit Corporation pursuant to the Agreement for Inventory Financing or DFS pursuant to the Agreement for Wholesale Financing, then, during such period that Borrower is required to pay such interest to IBM Credit Corporation or DFSXxxxx'x, as the case may be, shall be used to determine the rate Applicable Margin and the Facility Fee Rate. If the debt rating of the Borrower from such new rating agency is not received within such 180 day period, or if both S&P and Xxxxx'x shall discontinue their ratings of the REIT industry or the Borrower, the Applicable Margin to be used for the calculation of interest on Borrowings hereunder shall be the highest Applicable Margin for each Type and the Facility Fee to be paid on all outstanding Loans hereunder will used for the calculation of the Facility Fee shall be the highest rate shown above. If a rating agency downgrade or discontinuance results in an increase in the ABR Applicable Margin or the LIBOR Applicable Margin or in the Facility Fee Rate and if such increase is reversed and the affected Applicable Margin or Facility Fee Rate is restored within ninety (90) days thereafter, at Borrower's request, Borrower shall receive a credit against interest next due the Lenders equal to the greater of (i) interest accrued at the rate as determined pursuant to this Agreement, and differential between such Applicable Margins plus (ii) the rate differential in the Facility Fees accruing from time to time during such period of interest downgrade or discontinuance. If a rating agency upgrade results in decrease in the ABR Applicable Margin or the LIBOR Applicable Margin or in the Facility Fee Rate and if such upgrade is reversed and the affected Applicable Margin or Facility Fee Rate is restored within ninety (90) days thereafter, Borrower is shall be required to pay IBM Credit Corporation or DFS, as applicablean amount to the Lenders equal to the interest differential on the Borrowings and the differential on the Facility Fees during such period of upgrade.

Applicable Margins. On Each of the Closing DateABR Applicable Margin and the LIBOR Applicable Margin to be used in calculating the interest rate applicable to different Types of Advances and the Facility Fee Rate to be used in calculating the Facility Fee shall vary from time to time in accordance with the higher of Borrower's then applicable Moody's debt rating and S&P's debt rating unless one of such two ratinxx xx xore than one rating category lower than the other, in which case the average of the two different Applicable Margins and the average of the two different Facility Fee Rates shall be used. The Applicable Margins shall be adjusted effective on the next Business Day following any change in Borrower's Moody's debt rating and/or S&P's debt rating, as the case may be. The xxxxxxxble debt ratings, the Applicable Margin Margins and Facility Fee Rate are set forth in the following table: -------------------------------------------------------------------------------- LIBOR ABR APPLICABLE APPLICABLE FACILITY S&P RATING MOODY'S RATING MARGIN MARGIN FEE RATE -------------------------------------------------------------------------------- A- or higher A3 or higher 0.75% 0.00% 0.15% -------------------------------------------------------------------------------- BBB+ Baa1 0.90% 0.00% 0.15% -------------------------------------------------------------------------------- BBB Baa2 1.00% 0.00% 0.20% -------------------------------------------------------------------------------- BBB- Baa3 1.15% 0.15% 0.20% -------------------------------------------------------------------------------- Less than BBB- Less than Baa3 1.50% 0.50% 0.25% -------------------------------------------------------------------------------- In the event that either S&P or Moody's shall be determined using Tier I discontinue their ratings of the performance grid below until June 30, 1998. ThereafterREIT industry or the Boxxxxxx, the Base Rate Applicable Margin and LIBOR Applicable Margin shall be adjusted on Borrower may seek a debt rating from another substitute rating agency reasonably satisfactory to the first day of each calendar quarter, beginning July 1, 1998, and on each October 1, January 1, April 1, and July 1, thereafter, based on the ratio of Consolidated Funded Debt plus Indebtedness for Borrowed Money arising under the Agreement for Inventory Financing Administrative Agent and the Agreement for Wholesale Financing as of Borrower. For the end of the quarter ending on March 31, 1998, and on each June 30, September 30, December 31, and March 31, thereafter, to Consolidated EBITDA for the most recent preceding four (4) fiscal quarters, including the fiscal quarter ending on period from the date of determination. To such discontinuance until the extent thatfirst to occur of (i) the date the Borrower receives a debt rating from such new rating agency or (ii) a date 180 days after such discontinuance, as of an adjustment date, Borrower has not provided to Agent information necessary to apply the performance grid, interest shall be payable retroactively upon receipt of such information and calculation by Agent. In such event, Borrower shall continue to pay interest at the interest rate and on the Payment Dates in effect for the preceding quarter and the parties shall adjust for the difference between interest payable and interest actually paid, when information to apply the performance grid is available. ========================================================================================== Tier Consolidated Funded Debt LIBOR + Base Facility Fee plus Indebtedness for Rate Borrowed Money arising under the Agreement for Inventory Financing and the Agreement for Wholesale Financing/EBITDA ------------------------------------------------------------------------------------------ Tier I Greater than 3.50x 112.5 bps* 0 bps 37.5 ------------------------------------------------------------------------------------------ Tier II Less than single rating from S&P or equal to 3.50x 100.0 bps 0 bps 37.5 but greater than 3.25x ------------------------------------------------------------------------------------------ Tier III Less than or equal to 3.25x 87.5 bps 0 bps 37.5 but greater than 3.00x ------------------------------------------------------------------------------------------ Tier IV Less than or equal to 3.00x 75 bps 0 bps 37.5 but greater than 2.75x ------------------------------------------------------------------------------------------ Tier V. Less than or equal to 2.75x 62.5 bps 0 bps 37.5 but greater than 2.50x ------------------------------------------------------------------------------------------ Tier VI Less than or equal to 2.50x 62.5 bps 0 bps 25 but greater than 2.25x ------------------------------------------------------------------------------------------ Tier VII Less than 2.25x 50.0 bps 0 bps 25 ========================================================================================== * bps = basis points Notwithstanding anything contained in this Agreement to the contrary, if at any time, or from time to time, Borrower is required to pay interest to IBM Credit Corporation pursuant to the Agreement for Inventory Financing or DFS pursuant to the Agreement for Wholesale Financing, then, during such period that Borrower is required to pay such interest to IBM Credit Corporation or DFSMoody's, as the case may be, shall be used to determine the rate Applicable Xxxxxx and the Facility Fee Rate. If the debt rating of the Borrower from such new rating agency is not received within such 180 day period, or if both S&P and Moody's shall discontinue their ratings of the REIT industry or the Boxxxxxx, the Applicable Margin to be used for the calculation of interest on Advances hereunder shall be the highest Applicable Margin for each Type and the Facility Fee to be paid on all outstanding Loans hereunder will used for the calculation of the Facility Fee shall be the highest rate shown above. If a rating agency downgrade or discontinuance results in an increase in the ABR Applicable Margin or the LIBOR Applicable Margin or in the Facility Fee Rate and if such increase is reversed and the affected Applicable Margin or Facility Fee Rate is restored within ninety (90) days thereafter, at Borrower's request, Borrower shall receive a credit against interest next due the Lenders equal to the greater of (i) interest accrued at the rate as determined pursuant to this Agreement, and differential between such Applicable Margins plus (ii) the rate differential in the Facility Fees accruing from time to time during such period of interest downgrade or discontinuance. If a rating agency upgrade results in decrease in the ABR Applicable Margin or the LIBOR Applicable Margin or in the Facility Fee Rate and if such upgrade is reversed and the affected Applicable Margin or Facility Fee Rate is restored within ninety (90) days thereafter, Borrower is shall be required to pay IBM Credit Corporation or DFS, as applicablean amount to the Lenders equal to the interest differential on the Advances and the differential on the Facility Fees during such period of upgrade.

Applicable Margins. On Each of the Closing DateABR Applicable Margin, the CD Applicable Margin and the LIBOR Applicable Margin to be used in calculating the interest rate applicable to different Types of Advances and the Facility Fee Rate to be used in calculating the Facility Fee shall vary from time to time in accordance with the higher of Borrower's then applicable Moodx'x xxxt rating and S&P's debt rating unless one of such two ratings is more than one rating category lower than the other, in which case the average of the two different Applicable Margins and the average of the two different Facility Fee Rates shall be used. The Applicable Margins shall be adjusted effective on the next Business Day following any change in Borrower's Moodx'x xxxt rating and/or S&P's debt rating, as the case may be. The applicable debt ratings, the Applicable Margin shall be determined using Tier I of Margins and Facility Fee Rate are set forth in the performance grid below until June 30, 1998. Thereafter, the Base Rate Applicable Margin and LIBOR Applicable Margin shall be adjusted on the first day of each calendar quarter, beginning July 1, 1998, and on each October 1, January 1, April 1, and July 1, thereafter, based on the ratio of Consolidated Funded Debt plus Indebtedness for Borrowed Money arising under the Agreement for Inventory Financing and the Agreement for Wholesale Financing as of the end of the quarter ending on March 31, 1998, and on each June 30, September 30, December 31, and March 31, thereafter, to Consolidated EBITDA for the most recent preceding four (4) fiscal quarters, including the fiscal quarter ending on the date of determination. To the extent that, as of an adjustment date, Borrower has not provided to Agent information necessary to apply the performance grid, interest shall be payable retroactively upon receipt of such information and calculation by Agent. In such event, Borrower shall continue to pay interest at the interest rate and on the Payment Dates in effect for the preceding quarter and the parties shall adjust for the difference between interest payable and interest actually paid, when information to apply the performance grid is available. following table: ================================================================================================================================ Tier Consolidated Funded Debt LIBOR + Base Facility Fee plus Indebtedness for Rate Borrowed Money arising under the Agreement for Inventory Financing and the Agreement for Wholesale FinancingLIBOR/EBITDA ------------------------------------------------------------------------------------------ Tier I Greater than 3.50x 112.5 bps* 0 bps 37.5 ------------------------------------------------------------------------------------------ Tier II CD ABR APPLICABLE APPLICABLE FACILITY S&P RATING MOODX'X XXXING MARGIN MARGIN FEE RATE -------------------------------------------------------------------------------------------------------------------------------- A- or higher A3 or higher 0.65% 0.00% 0.15% -------------------------------------------------------------------------------------------------------------------------------- BBB+ Baa1 0.75% 0.00% 0.15% -------------------------------------------------------------------------------------------------------------------------------- BBB Baa2 0.85% 0.00% 0.15% -------------------------------------------------------------------------------------------------------------------------------- BBB- Baa3 1.00% 0.00% 0.15% -------------------------------------------------------------------------------------------------------------------------------- Less than or equal to 3.50x 100.0 bps 0 bps 37.5 but greater than 3.25x ------------------------------------------------------------------------------------------ Tier III BBB- Less than or equal to 3.25x 87.5 bps 0 bps 37.5 but greater than 3.00x ------------------------------------------------------------------------------------------ Tier IV Less than or equal to 3.00x 75 bps 0 bps 37.5 but greater than 2.75x ------------------------------------------------------------------------------------------ Tier V. Less than or equal to 2.75x 62.5 bps 0 bps 37.5 but greater than 2.50x ------------------------------------------------------------------------------------------ Tier VI Less than or equal to 2.50x 62.5 bps 0 bps 25 but greater than 2.25x ------------------------------------------------------------------------------------------ Tier VII Less than 2.25x 50.0 bps 0 bps 25 Baa3 1.15% 0.15% 0.25% ================================================================================================================================ * bps = basis points Notwithstanding anything contained in this Agreement In the event that either S&P or Moodx'x xxxll discontinue their ratings of the REIT industry or the Borrower, the Borrower shall seek a debt rating from Fitch or Duff & Phelxx xx, if the Borrower so desires, another substitute rating agency reasonably satisfactory to the contraryAdministrative Agent and the Borrower. For the period from the date of such discontinuance until the first to occur of (i) the date the Borrower receives a debt rating from such new rating agency or (ii) a date 180 days after such discontinuance, if at any timethe single rating from S&P or Moodx'x, or from time to time, Borrower is required to pay interest to IBM Credit Corporation pursuant to the Agreement for Inventory Financing or DFS pursuant to the Agreement for Wholesale Financing, then, during such period that Borrower is required to pay such interest to IBM Credit Corporation or DFS, as xx the case may be, shall be used to determine the rate Applicable Margin and the Facility Fee Rate. If the debt rating of the Borrower from such new rating agency is not received within such 180 day period, or if both S&P and Moodx'x xxxll discontinue their ratings of the REIT industry or the Borrower, the Applicable Margin to be used for the calculation of interest on Advances hereunder shall be the highest Applicable Margin for each Type and the Facility Fee to be paid on all outstanding Loans hereunder will used for the calculation of the Facility Fee shall be the highest rate shown above. If a rating agency downgrade or discontinuance results in an increase in the ABR Applicable Margin, the CD Applicable Margin or the LIBOR Applicable Margin or in the Facility Fee Rate and if such increase is reversed and the affected Applicable Margin or Facility Fee Rate is restored within ninety (90) days thereafter, at Borrower's request, Borrower shall receive a credit against interest next due the Lenders equal to the greater of (i) interest accrued at the rate as determined pursuant to this Agreement, and differential between such Applicable Margins plus (ii) the rate differential in the Facility Fees accruing from time to time during such period of interest the Borrower is required to pay IBM Credit Corporation downgrade or DFS, as applicablediscontinuance.

Applicable Margins. On Each of the Closing DateABR Applicable Margin, the CD Applicable Margin and the LIBOR Applicable Margin to be used in calculating the interest rate applicable to different Types of Advances and the Facility Fee Rate to be used in calculating the Facility Fee shall vary from time to time in accordance with the higher of Borrower's then applicable Moodx'x xxxt rating and S&P's debt rating unless one of such two ratings is more than one rating category lower than the other, in which case the average of the two different Applicable Margins and the average of the two different Facility Fee Rates shall be used. The Applicable Margins shall be adjusted effective on the next Business Day following any change in Borrower's Moodx'x xxxt rating and/or S&P's debt rating, as the case may be. The applicable debt ratings, the Applicable Margin shall be determined using Tier I of Margins and Facility Fee Rate are set forth in the performance grid below until June 30, 1998. Thereafter, the Base Rate Applicable Margin and LIBOR Applicable Margin shall be adjusted on the first day of each calendar quarter, beginning July 1, 1998, and on each October 1, January 1, April 1, and July 1, thereafter, based on the ratio of Consolidated Funded Debt plus Indebtedness for Borrowed Money arising under the Agreement for Inventory Financing and the Agreement for Wholesale Financing as of the end of the quarter ending on March 31, 1998, and on each June 30, September 30, December 31, and March 31, thereafter, to Consolidated EBITDA for the most recent preceding four (4) fiscal quarters, including the fiscal quarter ending on the date of determination. To the extent that, as of an adjustment date, Borrower has not provided to Agent information necessary to apply the performance grid, interest shall be payable retroactively upon receipt of such information and calculation by Agent. In such event, Borrower shall continue to pay interest at the interest rate and on the Payment Dates in effect for the preceding quarter and the parties shall adjust for the difference between interest payable and interest actually paid, when information to apply the performance grid is available. ===========================================================following table: =============================== Tier Consolidated Funded Debt LIBOR + Base Facility Fee plus Indebtedness for Rate Borrowed Money arising under the Agreement for Inventory Financing and the Agreement for Wholesale Financing/EBITDA ------------------------------------------------------------------------------------------ Tier I Greater than 3.50x 112.5 bps* 0 bps 37.5 ------------------------------------------------------------------------------------------ Tier II Less than or equal to 3.50x 100.0 bps 0 bps 37.5 but greater than 3.25x ------------------------------------------------------------------------------------------ Tier III Less than or equal to 3.25x 87.5 bps 0 bps 37.5 but greater than 3.00x ------------------------------------------------------------------------------------------ Tier IV Less than or equal to 3.00x 75 bps 0 bps 37.5 but greater than 2.75x ------------------------------------------------------------------------------------------ Tier V. Less than or equal to 2.75x 62.5 bps 0 bps 37.5 but greater than 2.50x ------------------------------------------------------------------------------------------ Tier VI Less than or equal to 2.50x 62.5 bps 0 bps 25 but greater than 2.25x ------------------------------------------------------------------------------------------ Tier VII Less than 2.25x 50.0 bps 0 bps 25 ============================ ================== =================== ================ LIBOR/CD ABR APPLICABLE APPLICABLE FACILITY S&P RATING MOODX'X XXXING MARGIN MARGIN FEE RATE ------------------------------- ---------------------------- ------------------ ------------------- ---------------- A- or higher A3 or higher 0.65% 0.00% 0.15% ------------------------------- ---------------------------- ------------------ ------------------- ---------------- BBB+ Baa1 0.75% 0.00% 0.15% ------------------------------- ---------------------------- ------------------ ------------------- ---------------- BBB Baa2 0.85% 0.00% 0.15% ------------------------------- ---------------------------- ------------------ ------------------- ---------------- BBB- Baa3 1.00% 0.00% 0.15% ------------------------------- ---------------------------- ------------------ ------------------- ---------------- Less than BBB- Less than Baa3 1.15% 0.15% 0.25% =============================== * bps ============================ basis points Notwithstanding anything contained in this Agreement ================== =================== ================ In the event that either S&P or Moodx'x xxxll discontinue their ratings of the REIT industry or the Borrower, the Borrower may seek a debt rating from another substitute rating agency reasonably satisfactory to the contraryAdministrative Agent and the Borrower. For the period from the date of such discontinuance until the first to occur of (i) the date the Borrower receives a debt rating from such new rating agency or (ii) a date 180 days after such discontinuance, if at any timethe single rating from S&P or Moodx'x, or from time to time, Borrower is required to pay interest to IBM Credit Corporation pursuant to the Agreement for Inventory Financing or DFS pursuant to the Agreement for Wholesale Financing, then, during such period that Borrower is required to pay such interest to IBM Credit Corporation or DFS, as xx the case may be, shall be used to determine the rate Applicable Margin and the Facility Fee Rate. If the debt rating of the Borrower from such new rating agency is not received within such 180 day period, or if both S&P and Moodx'x xxxll discontinue their ratings of the REIT industry or the Borrower, the Applicable Margin to be used for the calculation of interest on Advances hereunder shall be the highest Applicable Margin for each Type and the Facility Fee to be paid on all outstanding Loans hereunder will used for the calculation of the Facility Fee shall be the highest rate shown above. If a rating agency downgrade or discontinuance results in an increase in the ABR Applicable Margin, the CD Applicable Margin or the LIBOR Applicable Margin or in the Facility Fee Rate and if such increase is reversed and the affected Applicable Margin or Facility Fee Rate is restored within ninety (90) days thereafter, at Borrower's request, Borrower shall receive a credit against interest next due the Lenders equal to the greater of (i) interest accrued at the rate as determined pursuant to this Agreement, and differential between such Applicable Margins plus (ii) the rate differential in the Facility Fees accruing from time to time during such period of interest the Borrower is required to pay IBM Credit Corporation downgrade or DFS, as applicablediscontinuance.