Common use of Commitment Fees; Fee Letter Clause in Contracts

Commitment Fees; Fee Letter. The Borrower shall pay to the Administrative Agent, for the account of the Lenders (a) in accordance with their Revolving Loan Pro Rata Shares, from and after the Closing Date until the date on which the Aggregate Revolving Loan Commitment shall be terminated in whole, a commitment fee accruing at the rate of the then Applicable Commitment Fee Percentage, on the average daily amount by which (A) the Aggregate Revolving Loan Commitment in effect from time to time exceeds (B) the Revolving Credit Obligations (excluding the outstanding principal amount of the Swing Line Loans) in effect from time to time plus (b) in accordance with their Term Loan Pro Rata Shares, from and after the Closing Date until July 31, 2001, a commitment fee accruing at the rate of the then Applicable Commitment Fee Percentage, on the average daily aggregate principal amount of the Term Loan Installments that remain unfunded. All such commitment fees payable under this clause (C)(i) shall be payable quarterly in arrears on each Payment Date occurring after the Closing Date (with the first such payment being calculated for the period from the Closing Date and ending on June 30, 2001), and, in addition, on any date on which the Aggregate Revolving Loan Commitment shall be terminated in whole. The Borrower agrees to pay to the Administrative Agent for the sole account of the Administrative Agent and the Arranger (unless otherwise agreed between the Administrative Agent and the Arranger and any Lender) the fees set forth in the letter agreement among the Administrative Agent, the Arranger, and the Borrower dated May 11, 2001, payable at the times and in the amounts set forth therein. Interest and Fee Basis; Applicable Floating Rate Margins, Applicable Eurocurrency Margins and Applicable Commitment Fee Percentage. Interest on all Loans for which the Prime Rate is the basis shall be calculated for actual days elapsed on the basis of a 365-day year. Interest on all other Loans and fees shall be calculated for actual days elapsed on the basis of a 360-day year. Interest shall be payable for the day an Obligation is incurred but not for the day of any payment on the amount paid if payment is received prior to 2:00 p.m. (Chicago time) at the place of payment. If any payment of principal of or interest on a Loan or any payment of any other Obligations shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest, fees and commissions in connection with such payment. The Applicable Floating Rate Margins, Applicable Eurocurrency Margins and Applicable Commitment Fee Percentage shall be determined from time to time by reference to the table set forth below, on the basis of the then applicable Leverage Ratio as described in this Section 2.15(D)(ii): Status Leverage Ratio Applicable Floating Rate Margin Applicable Eurocurrency Margin Applicable Commitment Fee Percentage Level I Less than 1.00 to 1.00 0.25% 1.50% 0.375% Level II Greater than or equal to 1.00 to 1.00 and Less than 1.25 to 1.00 0.75% 2.00% 0.375% Level III Greater than or equal to 1.25 to 1.00 and Less than 1.50 to 1.00 1.25% 2.50% 0.50% Level IV Greater than or equal to 1.50 to 1.00 and Less than 1.75 to 1.00 1.75% 3.00% 0.625% Level V Greater than or equal to 1.75 to 1.00 2.25% 3.50% 0.75% For purposes of this Section 2.15(D)(ii), the Leverage Ratio shall be calculated as provided in Section 7.4(A). Upon receipt of the financial statements delivered pursuant to Sections 7.1(A)(i) and (ii), as applicable, the Applicable Floating Rate Margins, Applicable Eurocurrency Margins and Applicable Commitment Fee Percentage shall be adjusted, such adjustment being effective three (3) Business Days following the Administrative Agent's receipt of such financial statements and the compliance certificate required to be delivered in connection therewith pursuant to Section 7.1(A)(iii); provided, that if the Borrower shall not have timely delivered its financial statements in accordance with Section 7.1(A)(i) or (ii), as applicable, then commencing on the date upon which such financial statements should have been delivered and continuing until three (3) Business Days following the date such financial statements are actually delivered, the Applicable Floating Rate Margins, Applicable Eurocurrency Margins and Applicable Commitment Fee Percentage shall be the Applicable Floating Rate Margins, Applicable Eurocurrency Margins and applicable Commitment Fee Percentage corresponding to Level V Status under the pricing grid set forth in Section 2.15(D)(ii). Notwithstanding anything herein to the contrary, from the Closing Date to but not including the third (3rd) Business Day following receipt of the Borrower's financial statements delivered pursuant to Section 7.1(A)(i) and the compliance certificate required to be delivered in connection therewith pursuant to Section 7.1(A)(iii) for the fiscal quarter ending December 31, 2001, the Applicable Floating Rate Margins, Applicable Eurocurrency Margins and Applicable Commitment Fee Percentage shall be those corresponding to Level V Status.

Commitment Fees; Fee Letter. The Borrower shall pay to the Administrative Agent, for the account of the Lenders (a) in accordance with their Revolving Loan Pro Rata Shares, from and after the Closing Date until the date on which the Aggregate Revolving Loan Commitment shall be terminated in whole, a commitment fee accruing at the rate of the then Applicable Commitment Fee Percentage, on the average daily amount by which (A) the Aggregate Revolving Loan Commitment in effect from time to time exceeds (B) the Revolving Credit Obligations (excluding the outstanding principal amount of the Swing Line Loans) in effect from time to time plus (b) in accordance with their Term Loan Pro Rata Shares, from and after the Closing Date until July 31, 2001, a commitment fee accruing at the rate of the then Applicable Commitment Fee Percentage, on the average daily aggregate principal amount of the Term Loan Installments that remain unfundedtime. All such commitment fees payable under this clause (C)(i) shall be payable quarterly in arrears on each Payment Date occurring after the Closing Date (with the first such payment being calculated for the period from the Closing Date and ending on June 30December 31, 20012003), and, in addition, on any date on which the Aggregate Revolving Loan Commitment shall be terminated in whole. The Borrower agrees to pay to the Administrative Agent for the sole account of the Administrative Agent and the Arranger (unless otherwise agreed between the Administrative Agent and the Arranger and any Lender) the fees set forth in the letter agreement among between the Administrative Agent, the Arranger, Agent and the Borrower dated May 11October 10, 20012003, payable at the times and in the amounts set forth therein. Interest and Fee Basis; , Applicable Floating Rate Margins, Applicable Eurocurrency Margins and Applicable Commitment Fee Percentage. Interest on all Loans for which the Prime Rate is the basis shall be calculated for actual days elapsed on the basis of a 365-365 day year. Interest on all other Loans and fees shall be calculated for actual days elapsed on the basis of a 360-day year. Interest shall be payable for the day an Obligation is incurred but not for the day of any payment on the amount paid if payment is received prior to 2:00 p.m. (Chicago Miami time) at the place of payment. If any payment of principal of or interest on a Loan or any payment of any other Obligations shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest, fees and commissions in connection with such payment. The Applicable Floating Rate Margins, Applicable Eurocurrency Margins and Applicable Commitment Fee Percentage shall be determined from time to time by reference to the table set forth below, on the basis of the then applicable Leverage Ratio as described in this Section 2.15(D)(ii2.14(D)(ii): Status Leverage Ratio Applicable Floating Rate Margin Applicable Eurocurrency Margin Applicable Commitment Fee Percentage Applicable Floating Rate Margin Level I Less than 1.00 to 1.00 0.25% 1.50% 0.375% 0.25% Level II Greater than or equal to 1.00 to 1.00 and Less than 1.25 to 1.00 0.75% 2.00% 0.375% 0.75% Level III Greater than or equal to 1.25 to 1.00 and Less than 1.50 to 1.00 1.25% 2.50% 0.50% 1.25% Level IV Greater than or equal to 1.50 to 1.00 and Less than 1.75 to 1.00 1.75% 3.00% 0.625% 1.75% Level V Greater than or equal to 1.75 to 1.00 2.25% 3.50% 0.75% 2.25% For purposes of this Section 2.15(D)(ii2.14D)(ii), the Leverage Ratio shall be calculated as provided in Section 7.4(A). Upon receipt of the financial statements delivered pursuant to Sections 7.1(A)(i7.1(A)(ii) and or (iiA)(iii), as applicable, the Applicable Floating Rate Margins, Applicable Eurocurrency Margins and Applicable Commitment Fee Percentage shall be adjusted, such adjustment being effective three (3) Business Days following the Administrative Agent's receipt of such financial statements and the compliance certificate required to be delivered in connection therewith pursuant to Section 7.1(A)(iii7.1(A)(iv); provided, that if the Borrower shall not have timely delivered its financial statements in accordance with Section 7.1(A)(i7.1(A)(ii) or (iiA)(iii), as applicable, then commencing on the date upon which such financial statements should have been delivered and continuing until three (3) Business Days following the date such financial statements are actually delivered, the Applicable Floating Rate Margins, Applicable Eurocurrency Margins and Applicable Commitment Fee Percentage shall be the Applicable Floating Rate Margins, Applicable Eurocurrency Margins and applicable Commitment Fee Percentage corresponding to Level V Status under the pricing grid set forth in this Section 2.15(D)(ii2.14(D)(ii). Notwithstanding anything herein to the contrary, from the Closing Date to but not including the third (3rd) Business Day following receipt of the Borrower's financial statements delivered pursuant to Section 7.1(A)(i7.1(A)(ii) and the compliance certificate required to be delivered in connection therewith pursuant to Section 7.1(A)(iii7.1(A)(iv) for the fiscal quarter ending December 31, 20012003, the Applicable Floating Rate Margins, Applicable Eurocurrency Margins and Applicable Commitment Fee Percentage shall be those corresponding to Level V Status.

Commitment Fees; Fee Letter. The Borrower shall pay to the Administrative Agent, for the account of the Lenders (a) in accordance with their Revolving Loan Pro Rata Shares, from and after the Closing Date until the date on which the Aggregate Revolving Loan Commitment shall be terminated in whole, a commitment fee accruing at the rate of the then Applicable Commitment Fee Percentage, on the average daily amount by which (A) the Aggregate Revolving Loan Commitment in effect from time to time exceeds (B) the Revolving Credit Obligations (excluding the outstanding principal amount of the Swing Line Loans) in effect from time to time plus (b) in accordance with their Term Loan Pro Rata Shares, from and after the Closing Date until July 31, 2001, a commitment fee accruing at the rate of the then Applicable Commitment Fee Percentage, on the average daily aggregate principal amount of the Term Loan Installments that remain unfundedtime. All such commitment fees payable under this clause (C)(i) shall be payable quarterly in arrears on each Payment Date occurring after the Closing Date (with the first such payment being calculated for the period from the Closing Date and ending on June 30, 20012007), and, in addition, on any date on which the Aggregate Revolving Loan Commitment shall be terminated in whole. The Borrower agrees to pay to the Administrative Agent for the sole account of the Administrative Agent and the Arranger (unless otherwise agreed between the Administrative Agent and the Arranger and any Lender) the fees set forth in the letter agreement among between the Administrative Agent, the Arranger, Agent and the Borrower dated May 1130, 20012007, payable at the times and in the amounts set forth therein. Interest and Fee Basis; , Applicable Floating Rate Margins, Applicable Eurocurrency Margins and Applicable Commitment Fee Percentage. Interest on all Loans for which the Prime Rate is the basis shall be calculated for actual days elapsed on the basis of a 365-365 day year. Interest on all other Loans and fees shall be calculated for actual days elapsed on the basis of a 360-day year. Interest shall be payable for the day an Obligation is incurred but not for the day of any payment on the amount paid if payment is received prior to 2:00 p.m. (Chicago Miami time) at the place of payment. If any payment of principal of or interest on a Loan or any payment of any other Obligations shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest, fees and commissions in connection with such payment. The Applicable Floating Rate Margins, Applicable Eurocurrency Margins and Applicable Commitment Fee Percentage shall be determined from time to time by reference to the table set forth below, on the basis of the then applicable Leverage Ratio as described in this Section 2.15(D)(ii2.13(D)(ii): Status Leverage Ratio Applicable Floating Rate Margin Applicable Eurocurrency Margin Applicable Commitment Fee Percentage Applicable Floating Rate Margin Level I Less than 1.00 to 1.00 0.251.25% 1.500.325% 0.375-1.25.00% Level II Greater than or equal to 1.00 to 1.00 and Less than 1.25 1.50 to 1.00 0.75% 2.001.75% 0.375% -0.75% Level III Greater than or equal to 1.25 to 1.00 and Less than 1.50 to 1.00 1.25% 2.50% 0.50% Level IV Greater than or equal to 1.50 to 1.00 and Less than 1.75 to 1.00 1.75% 3.00% 0.625% Level V Greater than or equal to 1.75 2.00 to 1.00 2.25% 3.500.50% 0.75-0.25% For purposes of this Section 2.15(D)(ii2.13D)(ii), the Leverage Ratio shall be calculated as provided in Section 7.4(A). Upon receipt of the financial statements delivered pursuant to Sections 7.1(A)(i7.1(A)(ii) and or (iiA)(iii), as applicable, the Applicable Floating Rate Margins, Applicable Eurocurrency Margins and Applicable Commitment Fee Percentage shall be adjusted, such adjustment being effective three (3) Business Days following the Administrative Agent's receipt of such financial statements and the compliance certificate required to be delivered in connection therewith pursuant to Section 7.1(A)(iii7.1(A)(iv); provided, that if the Borrower shall not have timely delivered its financial statements in accordance with Section 7.1(A)(i7.1(A)(ii) or (iiA)(iii), as applicable, then commencing on the date upon which such financial statements should have been delivered and continuing until three (3) Business Days following the date such financial statements are actually delivered, the Applicable Floating Rate Margins, Applicable Eurocurrency Margins and Applicable Commitment Fee Percentage shall be the Applicable Floating Rate Margins, Applicable Eurocurrency Margins and applicable Commitment Fee Percentage corresponding to Level V III Status under the pricing grid set forth in this Section 2.15(D)(ii2.13(D)(ii). Notwithstanding anything herein to the contrary, from the Closing Date to but not including the third (3rd) Business Day following receipt of the Borrower's financial statements delivered pursuant to Section 7.1(A)(i7.1(A)(ii) and the compliance certificate required to be delivered in connection therewith pursuant to Section 7.1(A)(iii7.1(A)(iv) for the fiscal quarter ending December 31June 30, 20012007, the Applicable Floating Rate Margins, Applicable Eurocurrency Margins and Applicable Commitment Fee Percentage shall be those corresponding to Level V I Status.