Common use of Commitment Fees Clause in Contracts

Commitment Fees. (a) Bidco will pay or procure the payment by the Borrowers to the Facility Agent for the account of Lenders of a commitment fee on the Revolving Facility and the Bonding Facility which will: (i) be computed at the rate which is the lower of (A) 0.75% per annum and (B) 50% of the applicable Margin, on the daily, undrawn, uncancelled amount of the total Revolving Commitments or the total Bonding Commitments (as the case may be) from the Completion Date until the last day of the Availability Period in respect of the Revolving Facility or the Bonding Facility (as the case may be); and (ii) be payable quarterly in arrears and on the Revolving Facility Maturity Date or the Bonding Facility Maturity Date (as the case may be) and the cancelled amount of the relevant Lender’s Revolving Commitment or Bonding Commitment (as the case may be) at the time cancellation is effective. (b) Bidco will pay or procure the payment by the Borrowers to the Facility Agent for the account of the Lenders of a commitment fee on the Term Facilities which will: (i) be computed as follows: (A) subject to paragraph (B) below, for the period commencing on the earlier of (1) the date on which all the conditions precedent referred to in Clause 4.1 (Initial Conditions Precedent) other than the condition set out in paragraph 11 (Consents and Filings) of Part B of Schedule 3 (Acquisition Documentary Conditions Precedent) have been satisfied and (2) 30 September 2005 and ending on the Completion Date at the rate of 0.50% per annum; (B) if the Completion Date has not occurred by 30 September 2005, for the period commencing from 30 September 2005 and ending on the Completion Date, at the rate of 50% of the applicable Margin; and (C) for the period commencing from the Completion Date and ending on the last day of the Availability Period for the relevant Term Facility, at the rate of 0.50% per annum, in each case, on the daily, undrawn, uncancelled amount of the total Commitments for the relevant Term Facility; and (ii) be payable as follows: (A) in the case of the commitment fees payable pursuant to paragraphs (i)(A) and (B) above, on the Completion Date; (B) in the case of the commitment fee payable pursuant to paragraph (i)(C) above, quarterly in arrear and on the last day of the Availability Period for the relevant Term Facility; and (C) in any event, on the cancelled amount of the relevant Lender’s Commitment for the relevant Term Facility at the time the cancellation is effective or if later, the Completion Date. (c) The commitment fees payable under this Clause 10.1 (Commitment Fees) will each accrue from day to day and will be calculated on the basis of a 360 day year and the actual number of days elapsed. No commitment fees shall be payable in the event that the Completion Date does not occur.

Commitment Fees. (a) Bidco will The Borrower agrees to pay or procure the payment by the Borrowers to the Facility Administrative Agent the following commitment commission (each a “Commitment Fee”): (i) for the account of Lenders of each Tranche A Lender, a commitment fee for the Tranche A Construction Loan Availability Period, computed at a rate equal to 0.75% per annum on the Revolving daily average amount of the Unutilized Commitment of such Lender in respect of the Tranche A Construction Facility during such period, commencing on the date hereof and payable in arrears on (A) each Semi-Annual Date and (B) the Bonding Facility which will:last day of the Tranche A Construction Loan Availability Period; (iii) be for the account of each Tranche B Lender, a commitment fee for the Tranche B Construction Loan Availability Period, computed at a rate equal to 0.75% per annum on the rate which is daily average amount of the lower Unutilized Commitment of such Lender in respect of the Tranche B Construction Facility during such period, commencing on the date hereof and payable in arrears on (A) each Semi-Annual Date and (B) the last day of the Tranche B Construction Loan Availability Period; and (iii) for the account of the Revolver Lenders, a commitment fee for the Revolving Loan Availability Period equal to the sum of (Ax) 0.75% per annum and (B) 50% of the applicable Margin, on the daily, undrawn, uncancelled amount daily average Unutilized Commitment of the total Revolving Commitments or the total Bonding Commitments (as the case may be) from the Completion Date until the last day of the Availability Period such Lender in respect of the Revolving Facility or plus (y) prior to the Bonding Facility (as Term Conversion Date, 0.50% per annum on daily average Unavailable Commitment of such Lender in respect of the case may be); and (ii) be Revolving Facility, in each case, commencing on the date hereof and payable quarterly in arrears and on the Revolving Facility Maturity Date or the Bonding Facility Maturity Date (as the case may be) and the cancelled amount of the relevant Lender’s Revolving Commitment or Bonding Commitment (as the case may be) at the time cancellation is effective. (b) Bidco will pay or procure the payment by the Borrowers to the Facility Agent for the account of the Lenders of a commitment fee on the Term Facilities which will: (i) be computed as follows: (A) subject to paragraph each Semi-Annual Date and (B) below, for the period commencing on the earlier of (1) the date on which all the conditions precedent referred to in Clause 4.1 (Initial Conditions Precedent) other than the condition set out in paragraph 11 (Consents and Filings) of Part B of Schedule 3 (Acquisition Documentary Conditions Precedent) have been satisfied and (2) 30 September 2005 and ending on the Completion Date at the rate of 0.50% per annum; (B) if the Completion Date has not occurred by 30 September 2005, for the period commencing from 30 September 2005 and ending on the Completion Date, at the rate of 50% of the applicable Margin; and (C) for the period commencing from the Completion Date and ending on the last day of the Revolver Availability Period for the relevant Term Facility, at the rate of 0.50% per annum, in each case, on the daily, undrawn, uncancelled amount of the total Commitments for the relevant Term Facility; and (ii) be payable as follows: (A) in the case of the commitment fees payable pursuant to paragraphs (i)(A) and (B) above, on the Completion Date; (B) in the case of the commitment fee payable pursuant to paragraph (i)(C) above, quarterly in arrear and on the last day of the Availability Period for the relevant Term Facility; and (C) in any event, on the cancelled amount of the relevant Lender’s Commitment for the relevant Term Facility at the time the cancellation is effective or if later, the Completion DatePeriod. (c) The commitment fees payable under this Clause 10.1 (Commitment Fees) will each accrue from day to day and will be calculated on the basis of a 360 day year and the actual number of days elapsed. No commitment fees shall be payable in the event that the Completion Date does not occur.

Commitment Fees. (a) Bidco will Company agrees to pay or procure the payment by the Borrowers to the Facility Agent Administrative Agent, for the account of Lenders of a commitment fee on the Revolving Facility and the Bonding Facility which will: distribution to (i) be computed at each Lender having a Revolving Loan Commitment in proportion to that Lender's Pro Rata Share, commitment fees for the rate which is period from and including the lower of (A) 0.75% per annum Closing Date to and (B) 50% excluding the Revolving Loan Commitment Termination Date equal to the average of the applicable Margin, on the daily, undrawn, uncancelled amount of the total Revolving Commitments or the total Bonding Commitments (as the case may be) from the Completion Date until the last day of the Availability Period in respect daily excess of the Revolving Facility or Loan Commitments over the Bonding Facility aggregate principal amount of outstanding Revolving Loans and Letter of Credit Usage (as but not any outstanding Swing Line Loans) MULTIPLIED BY the case may be); and Applicable Commitment Fee Percentage and (ii) be payable quarterly each Lender having a Tranche A Term Loan Commitment in arrears and on the Revolving Facility Maturity Date or the Bonding Facility Maturity Date (as the case may be) and the cancelled amount of the relevant proportion to that Lender’s Revolving Commitment or Bonding Commitment (as the case may be) at the time cancellation is effective. (b) Bidco will pay or procure the payment by the Borrowers to the Facility Agent for the account of the Lenders of a 's Pro Rata Share, commitment fee on the Term Facilities which will: (i) be computed as follows: (A) subject to paragraph (B) below, fees for the period commencing on from and including the earlier of (1) Closing Date to and excluding the date on which all the conditions precedent referred Tranche A Term Loan Commitment Termination Date equal to in Clause 4.1 (Initial Conditions Precedent) other than the condition set out in paragraph 11 (Consents and Filings) of Part B of Schedule 3 (Acquisition Documentary Conditions Precedent) have been satisfied and (2) 30 September 2005 and ending on the Completion Date at the rate of 0.50% per annum; (B) if the Completion Date has not occurred by 30 September 2005, for the period commencing from 30 September 2005 and ending on the Completion Date, at the rate of 50% any undrawn portion of the applicable Margin; and (C) Tranche A Term Loan Commitments that is available for borrowing as Delayed-Draw Term Loans MULTIPLIED BY the period commencing from the Completion Date and ending on the last day of the Availability Period for the relevant Term FacilityApplicable Commitment Fee Percentage, at the rate of 0.50% per annum, in each case, on the daily, undrawn, uncancelled amount of the total Commitments for the relevant Term Facility; and (ii) be payable as follows: (A) in the case of the such commitment fees payable pursuant to paragraphs (i)(A) and (B) above, on the Completion Date; (B) in the case of the commitment fee payable pursuant to paragraph (i)(C) above, quarterly in arrear and on the last day of the Availability Period for the relevant Term Facility; and (C) in any event, on the cancelled amount of the relevant Lender’s Commitment for the relevant Term Facility at the time the cancellation is effective or if later, the Completion Date. (c) The commitment fees payable under this Clause 10.1 (Commitment Fees) will each accrue from day to day and will be calculated on the basis of a 360 365-day year or 366-day year, as the case may be, and the actual number of days elapsed. No commitment fees shall elapsed and to be payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing on the event that first such date to occur after the Completion Closing Date, and on the Revolving Loan Commitment Termination Date does not occuror the Tranche A Term Loan Commitment Termination Date, as the case may be.

Commitment Fees. (a) Bidco will The Borrower agrees to pay or procure the payment by the Borrowers to the Facility Administrative Agent for the account of Lenders of each Lender a commitment fee fee, which shall accrue at the Applicable Percentage (determined quarterly in accordance with Schedule I) on the Revolving Facility and the Bonding Facility which will: (i) be computed at the rate which is the lower of (A) 0.75% per annum and (B) 50% of the applicable Margin, on the daily, undrawn, uncancelled average daily amount of the total unused Revolving Commitments or the total Bonding Commitments (as the case may be) from the Completion Date until the last day Commitment of such Lender during the Availability Period in respect of Period; provided, that if such Lender continues to have any Revolving Credit Exposure after the Revolving Facility or Commitment Termination Date, then the Bonding Facility (as the case may be); and (ii) be payable quarterly in arrears and commitment fee shall continue to accrue on the Revolving Facility Maturity Date or the Bonding Facility Maturity Date (as the case may be) and the cancelled average daily amount of such Lender’s unused Revolving Commitment from and after the relevant Commitment Termination Date to the date that all of such Lender’s Revolving Commitment or Bonding Commitment (Credit Exposure has been paid in full. The Applicable Percentage shall initially be 0.100%, but shall be reset from time to time as the case may be) at the time cancellation is effective. (b) Bidco will pay or procure the payment by the Borrowers to the Facility Agent for the account of the Lenders of a commitment fee on the Term Facilities which will: (i) be computed as follows: (A) subject to paragraph (B) below, for the period commencing on the earlier of (1) the date on which all the conditions precedent referred to in Clause 4.1 (Initial Conditions Precedent) other than the condition set out in paragraph 11 (Consents and Filings) of Part B of Schedule 3 (Acquisition Documentary Conditions Precedent) have been satisfied and (2) 30 September 2005 and ending on the Completion Date at the rate of 0.50% per annum; (B) if the Completion Date has not occurred by 30 September 2005, for the period commencing from 30 September 2005 and ending on the Completion Date, at the rate of 50% of the applicable Margin; and (C) for the period commencing from the Completion Date and ending on the last day of the Availability Period for the relevant Term Facility, at the rate of 0.50% per annum, in each case, on the daily, undrawn, uncancelled amount of the total Commitments for the relevant Term Facility; and (ii) be payable as follows: (A) provided in the case definition of the commitment fees payable pursuant to paragraphs (i)(A) and (B) above, on the Completion Date; (B) in the case of the commitment fee payable pursuant to paragraph (i)(C) above, quarterly in arrear and on the last day of the Availability Period for the relevant Term Facility; and (C) in any event, on the cancelled amount of the relevant Lender’s Commitment for the relevant Term Facility at the time the cancellation is effective or if later, the Completion Date. (c) The commitment fees payable under this Clause 10.1 (Commitment Fees) will each accrue from day to day and will be calculated on the basis of a 360 day year and the actual number of days elapsed“Applicable Percentage” herein. No Accrued commitment fees shall be payable in arrears on the event last Business Day of each fiscal quarter of the Borrower and on the Commitment Termination Date, commencing on the first such date after the Closing Date; provided that any commitment fees accruing after the Completion Commitment Termination Date does shall be payable on demand. For purposes of computing commitment fees with respect to the Revolving Commitments, the Revolving Commitment of each Lender shall be deemed used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (but outstanding Swingline Loans shall not occurbe deemed usage of the Revolving Commitment of each Lender).

Commitment Fees. (a) Bidco will Borrower shall pay or procure the payment by the Borrowers to the Facility Agent for the account of Lenders of each Revolving Loan Lender revolving loan commitment fees for the period from May 20, 1997 to and including the Revolving Loan Termination Date at a rate per annum equal to 0.375%. Such revolving loan commitment fee fees shall be computed (on the basis of the actual number of days elapsed in a year composed of 360 days) on each day and shall be based on the excess of (x) the aggregate amount of each Revolving Facility and Loan Lender's Revolving Loan Commitment for such day over (y) the Bonding Facility which will: sum of (i) be computed at the rate which is the lower aggregate unpaid principal balance of (A) 0.75% per annum and (B) 50% of the applicable Margin, such Lender's Revolving Note on the daily, undrawn, uncancelled amount of the total Revolving Commitments or the total Bonding Commitments (as the case may be) from the Completion Date until the last such day of the Availability Period in respect of the Revolving Facility or the Bonding Facility (as the case may be); and plus (ii) the aggregate Letter of Credit Liabilities as to such Lender for such day. Accrued revolving loan commitment fees shall be payable quarterly in arrears on the Quarterly Dates prior to the Revolving Loan Termination Date and on the Revolving Facility Maturity Date or the Bonding Facility Maturity Date (as the case may be) and the cancelled amount of the relevant Lender’s Revolving Commitment or Bonding Commitment (as the case may be) at the time cancellation is effectiveLoan Termination Date. (b) Bidco will Borrower shall pay or procure the payment by the Borrowers to the Facility Agent for the account of the Lenders of a each Advance Loan Lender advance loan commitment fee on the Term Facilities which will: (i) be computed as follows: (A) subject to paragraph (B) below, fees for the period commencing from May 20, 1997 to and including the Advance Loan Termination Date at a rate per annum equal to 0.25%. Such advance loan commitment fees shall be computed (on the earlier basis of the actual number of days elapsed in a year composed of 360 days) on each day and shall be based on the excess of (1x) the date aggregate amount of each Advance Loan Lender's Advance Loan Commitment for such day over (y) the aggregate unpaid principal balance of such Lender's Advance Notes on which all the conditions precedent referred to such day. Accrued advance loan commitment fees shall be payable in Clause 4.1 (Initial Conditions Precedent) other than the condition set out in paragraph 11 (Consents and Filings) of Part B of Schedule 3 (Acquisition Documentary Conditions Precedent) have been satisfied and (2) 30 September 2005 and ending arrears on the Completion Quarterly Dates prior to the Advance Loan Termination Date at the rate of 0.50% per annum; (B) if the Completion Date has not occurred by 30 September 2005, for the period commencing from 30 September 2005 and ending on the Completion Date, at the rate of 50% of the applicable Margin; and (C) for the period commencing from the Completion Date and ending on the last day of the Availability Period for the relevant Term Facility, at the rate of 0.50% per annum, in each case, on the daily, undrawn, uncancelled amount of the total Commitments for the relevant Term Facility; and (ii) be payable as follows: (A) in the case of the commitment fees payable pursuant to paragraphs (i)(A) and (B) above, on the Completion Date; (B) in the case of the commitment fee payable pursuant to paragraph (i)(C) above, quarterly in arrear and on the last day of the Availability Period for the relevant Term Facility; and (C) in any event, on the cancelled amount of the relevant Lender’s Commitment for the relevant Term Facility at the time the cancellation is effective or if later, the Completion Advance Loan Termination Date. (c) The commitment Concurrently with each Advance Loan made prior to November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.125% per annum calculated for a period equal to the number of days from May 20, 1997 through the date of such Advance Loan. Concurrently with each Advance Loan made on or after November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.0625%. (d) All past due fees payable under this Clause 10.1 (Commitment Fees) will each accrue from day to day and will be calculated on Section shall bear interest at the basis of a 360 day year and the actual number of days elapsed. No commitment fees shall be payable in the event that the Completion Date does not occurPast Due Rate.

Commitment Fees. (a) Bidco will The Borrower shall pay or procure the payment by the Borrowers to the Facility Agent for the account of Tranche A Lenders of a commitment fee on (the Revolving Facility and the Bonding Facility which will: (i“Tranche A Commitment Fee”) be computed at the rate which is the lower of (A) 0.75% per annum and (B) 50% of the applicable Margin, on the daily, undrawn, uncancelled amount of the total Revolving Commitments or the total Bonding Commitments (as the case may be) from the Completion Date until the last day of the Availability Period in respect of the Revolving Facility or the Bonding Facility (as the case may be); and (ii) be payable quarterly in arrears and on the Revolving Facility Maturity Date or the Bonding Facility Maturity Date (as the case may be) and the cancelled amount of the relevant Lender’s Revolving Commitment or Bonding Commitment (as the case may be) at the time cancellation is effective. (b) Bidco will pay or procure the payment by the Borrowers to the Facility Agent for the account of the Lenders of a commitment fee on the Term Facilities which will: (i) be computed as follows: (A) subject to paragraph (B) below, for the period commencing on the earlier of the date of the Borrower’s acceptance of the Commitment Letter and the Filing Date to the Termination Date or the earlier date of termination of the Tranche A Commitment, computed (1on the basis of the actual number of days elapsed over a year of 360 days) at the rate of three-eighths of one percent (3/8%) per annum on the average daily Unused Total Tranche A Commitment. Such Tranche A Commitment Fee, to the extent then accrued, shall be payable (x) monthly, in arrears, on the last calendar day of each month, (y) on the Termination Date and (z) as provided in Section 2.12 hereof, upon any reduction or termination in whole or in part of the Total Tranche A Commitment. (b) The Borrower shall pay to the Tranche B Lenders a commitment fee (the “Tranche B Commitment Fee”) for the period commencing on the earlier of the date of the Borrower’s acceptance of the Commitment Letter and the Filing Date to the earlier of (i) the Termination Date and (ii) the date on which all the conditions precedent referred to in Clause 4.1 Tranche B Loan is funded, computed (Initial Conditions Precedent) other than the condition set out in paragraph 11 (Consents and Filings) of Part B of Schedule 3 (Acquisition Documentary Conditions Precedent) have been satisfied and (2) 30 September 2005 and ending on the Completion Date at the rate of 0.50% per annum; (B) if the Completion Date has not occurred by 30 September 2005, for the period commencing from 30 September 2005 and ending on the Completion Date, at the rate of 50% of the applicable Margin; and (C) for the period commencing from the Completion Date and ending on the last day of the Availability Period for the relevant Term Facility, at the rate of 0.50% per annum, in each case, on the daily, undrawn, uncancelled amount of the total Commitments for the relevant Term Facility; and (ii) be payable as follows: (A) in the case of the commitment fees payable pursuant to paragraphs (i)(A) and (B) above, on the Completion Date; (B) in the case of the commitment fee payable pursuant to paragraph (i)(C) above, quarterly in arrear and on the last day of the Availability Period for the relevant Term Facility; and (C) in any event, on the cancelled amount of the relevant Lender’s Commitment for the relevant Term Facility at the time the cancellation is effective or if later, the Completion Date. (c) The commitment fees payable under this Clause 10.1 (Commitment Fees) will each accrue from day to day and will be calculated on the basis of a 360 day year and the actual number of days elapsedelapsed over a year of 360 days) at the rate of three-eighths of one percent (3/8%) per annum on the Total Tranche B Commitment. No commitment fees Such Tranche B Commitment Fee, to the extent then accrued, shall be payable (w) monthly, in arrears, on the event that last calendar day of each month, (x) on the Completion date on which the Tranche B Loan is funded, (y) on the Termination Date does not occurand (z) as provided in Section 2.12 hereof, upon any reduction or termination in whole or in part of the Total Tranche B Commitment.

Commitment Fees. The Borrower shall pay to: (a) Bidco will pay or procure the payment by the Borrowers to the Facility Agent for the account of Tranche A Lenders of a commitment fee on (the Revolving Facility and the Bonding Facility which will: (i“Tranche A Commitment Fee”) be computed at the rate which is the lower of (A) 0.75% per annum and (B) 50% of the applicable Margin, on the daily, undrawn, uncancelled amount of the total Revolving Commitments or the total Bonding Commitments (as the case may be) from the Completion Date until the last day of the Availability Period in respect of the Revolving Facility or the Bonding Facility (as the case may be); and (ii) be payable quarterly in arrears and on the Revolving Facility Maturity Date or the Bonding Facility Maturity Date (as the case may be) and the cancelled amount of the relevant Lender’s Revolving Commitment or Bonding Commitment (as the case may be) at the time cancellation is effective. (b) Bidco will pay or procure the payment by the Borrowers to the Facility Agent for the account of the Lenders of a commitment fee on the Term Facilities which will: (i) be computed as follows: (A) subject to paragraph (B) below, for the period commencing on the Effective Date to the Termination Date or the earlier date of termination of the Tranche A Commitment, computed (1) the date on which all the conditions precedent referred to in Clause 4.1 (Initial Conditions Precedent) other than the condition set out in paragraph 11 (Consents and Filings) of Part B of Schedule 3 (Acquisition Documentary Conditions Precedent) have been satisfied and (2) 30 September 2005 and ending on the Completion Date basis of the actual number of days elapsed over a year of 360 days) at the rate of 0.50% one percent (1.0%) per annum; (B) if the Completion Date has not occurred by 30 September 2005, for the period commencing from 30 September 2005 and ending annum on the Completion Dateaverage daily Unused Total Tranche A Commitment. The Tranche A Commitment Fee, at to the rate extent then accrued, shall be payable (x) monthly, in arrears, on the last calendar day of 50% each month, (y) on the Termination Date and (z) as provided in Section 2.12 hereof, upon any reduction or termination in whole or in part of the applicable MarginTotal Tranche A Commitment; and (Cb) subject to entry by the Bankruptcy Court of the Supplemental Approval Order, the Tranche C Lenders holding Subsequent Tranche C Commitments a commitment fee (the “Tranche C Commitment Fee”) for the period commencing from the Completion Date and ending on the last day Effective Date to the Subsequent Tranche C Commitment Termination Date or the earlier date of termination of the Availability Period for the relevant Term FacilitySubsequent Tranche C Commitment, at the rate of 0.50% per annum, in each case, on the daily, undrawn, uncancelled amount of the total Commitments for the relevant Term Facility; and computed (ii) be payable as follows: (A) in the case of the commitment fees payable pursuant to paragraphs (i)(A) and (B) above, on the Completion Date; (B) in the case of the commitment fee payable pursuant to paragraph (i)(C) above, quarterly in arrear and on the last day of the Availability Period for the relevant Term Facility; and (C) in any event, on the cancelled amount of the relevant Lender’s Commitment for the relevant Term Facility at the time the cancellation is effective or if later, the Completion Date. (c) The commitment fees payable under this Clause 10.1 (Commitment Fees) will each accrue from day to day and will be calculated on the basis of a 360 day year and the actual number of days elapsedelapsed over a year of 360 days) at the rate of two and five-eighths percent (2.625%) per annum on the Subsequent Tranche C Commitment. No commitment fees The Tranche C Commitment Fee, to the extent then accrued and approved by the Bankruptcy Court as set forth in the Supplemental Approval Order, shall be payable (x) on the funding date of the Subsequent Tranche C Loan and (y) as provided in Section 2.12 hereof, upon any reduction or termination in whole or in part of the event that the Completion Date does not occurTotal Subsequent Tranche C Commitment.

Commitment Fees. (a) Bidco will The Owner shall pay or procure the payment by the Borrowers to the Facility Agent for the account of Lenders of Lender a commitment fee (the “Tranche A Commitment Fee”) on the Revolving Facility and the Bonding Facility which will: (i) be computed at the rate which is the lower of (A) 0.75% per annum and (B) 50% of the applicable Margin, on the daily, undrawn, uncancelled daily average amount of the total Revolving Commitments or unutilized Tranche A Commitment, for the total Bonding Commitments period from and including the Effective Date to but excluding the Commitment Termination Date, at a rate per annum equal to the Tranche A Commitment Fee Rate (as calculated on the case may be) from basis of a year of 360 days and actual number of days elapsed, including the Completion Date until first day but excluding the last day of the Availability Period in respect of the Revolving Facility or the Bonding Facility (as the case may beday); and (ii) . Accrued Tranche A Commitment Fees shall be payable (a) quarterly in arrears on each Payment Date and (b) on the Revolving Facility Maturity Date or the Bonding Facility Maturity Date (as the case may be) and the cancelled amount of the relevant Lender’s Revolving Commitment or Bonding Commitment (as the case may be) at the time cancellation is effectiveTermination Date. (b) Bidco will The Owner shall pay or procure the payment by the Borrowers to the Facility Agent for the account of the Lenders of Lender a commitment fee (the “Tranche B Commitment Fee”) on the Term Facilities which will: (i) be computed as follows: (A) subject to paragraph (B) belowdaily average amount of the unutilized Tranche B Commitment, for the period commencing on from and including the earlier of (1) Effective Date to but excluding the date on which all the conditions precedent referred to in Clause 4.1 (Initial Conditions Precedent) other than the condition set out in paragraph 11 (Consents and Filings) of Part B of Schedule 3 (Acquisition Documentary Conditions Precedent) have been satisfied and (2) 30 September 2005 and ending on the Completion Date at the rate of 0.50% per annum; (B) if the Completion Date has not occurred by 30 September 2005, for the period commencing from 30 September 2005 and ending on the Completion Commitment Termination Date, at a rate per annum equal to the rate Tranche B Commitment Fee Rate (calculated on the basis of 50% a year of 360 days and actual number of days elapsed, including the applicable Margin; and first day but excluding the last day). Accrued Tranche B Commitment Fees shall be payable (Ca) for the period commencing from the Completion quarterly on each Payment Date and ending (b) on the last day of the Availability Period for the relevant Term Facility, at the rate of 0.50% per annum, in each case, on the daily, undrawn, uncancelled amount of the total Commitments for the relevant Term Facility; and (ii) be payable as follows: (A) in the case of the commitment fees payable pursuant to paragraphs (i)(A) and (B) above, on the Completion Date; (B) in the case of the commitment fee payable pursuant to paragraph (i)(C) above, quarterly in arrear and on the last day of the Availability Period for the relevant Term Facility; and (C) in any event, on the cancelled amount of the relevant Lender’s Commitment for the relevant Term Facility at the time the cancellation is effective or if later, the Completion Termination Date. (c) The On the Commitment Termination Date, the Owner shall pay to the Lender an additional commitment fees payable under this Clause 10.1 (fee in an amount equal to 1.00% of the unutilized Commitment Fees) will each accrue from day to day and will be calculated on of the basis of a 360 day year and the actual number of days elapsed. No commitment fees shall be payable in the event that the Completion Date does not occurLender.

Commitment Fees. (a) Bidco will pay or procure the payment by the Borrowers to the Facility Agent for the account of Lenders of a commitment fee on the Revolving Facility and the Bonding Facility which will: (i) be computed at the rate which is the lower of (A) 0.75% per annum and (B) 50% of the applicable MarginBorrower agrees to pay to Administrative Agent, on the daily, undrawn, uncancelled amount of the total for distribution to each Revolving Commitments or the total Bonding Commitments (as the case may be) from the Completion Date until the last day of the Availability Period Lender in respect proportion to that Lender’s Pro Rata Share of the Revolving Facility or the Bonding Facility (as the case may be); and (ii) be payable quarterly in arrears and on the Revolving Facility Maturity Date or the Bonding Facility Maturity Date (as the case may be) and the cancelled amount of the relevant Lender’s Revolving Commitment or Bonding Commitment (as the case may be) at the time cancellation is effective. (b) Bidco will pay or procure the payment by the Borrowers to the Facility Agent for the account of the Lenders of a Loan Commitments, commitment fee on the Term Facilities which will: (i) be computed as follows: (A) subject to paragraph (B) below, fees for the period commencing on from and including the earlier of (1) Closing Date to and excluding the date on which all Revolving Loan Commitment Termination Date equal to the conditions precedent referred to in Clause 4.1 (Initial Conditions Precedent) other than the condition set out in paragraph 11 (Consents and Filings) of Part B of Schedule 3 (Acquisition Documentary Conditions Precedent) have been satisfied and (2) 30 September 2005 and ending on the Completion Date at the rate of 0.50% per annum; (B) if the Completion Date has not occurred by 30 September 2005, for the period commencing from 30 September 2005 and ending on the Completion Date, at the rate of 50% average of the applicable Margin; and (C) for the period commencing from the Completion Date and ending on the last day daily excess of the Availability Period for Revolving Loan Commitments over the relevant Term FacilityTotal Utilization of Revolving Loan Commitments (but not any outstanding Swing Line Loans) multiplied by the Commitment Fee Percentage, at the rate of 0.50% per annum, in each case, on the daily, undrawn, uncancelled amount of the total Commitments for the relevant Term Facility; and (ii) be payable as follows: (A) in the case of the such commitment fees payable pursuant to paragraphs (i)(A) and (B) above, on the Completion Date; (B) in the case of the commitment fee payable pursuant to paragraph (i)(C) above, quarterly in arrear and on the last day of the Availability Period for the relevant Term Facility; and (C) in any event, on the cancelled amount of the relevant Lender’s Commitment for the relevant Term Facility at the time the cancellation is effective or if later, the Completion Date. (c) The commitment fees payable under this Clause 10.1 (Commitment Fees) will each accrue from day to day and will be calculated on the basis of a 360 360-day year and the actual number of days elapsed. No elapsed and to be payable quarterly in arrears on the last Business Day of each March, June, September and December of each year commencing on September 28, 2007, and on the Revolving Loan Commitment Termination Date. (ii) Borrower agrees to pay to Administrative Agent, for distribution to each Lender having a Delayed Draw Term Loan A Commitment in proportion to that Lender’s Pro Rata Share of the Delayed Draw Term Loan A Commitments, commitment fees for the period from and including the Closing Date to and excluding the Delayed Draw Term Loan A Commitment Termination Date equal to any undrawn portion of the Delayed Draw Term Loan A Commitments multiplied by 0.50% per annum, such commitment fees to be calculated on the basis of a 360-day year and the actual number of days elapsed and to be payable quarterly in arrears on the last Business Day of each March, June, September and December of each year commencing on September 28, 2007, and on the Delayed Draw Term Loan A Commitment Termination Date. (iii) Upon delivery of the Margin Determination Certificate by Borrower to Administrative Agent pursuant to subsection 6.1(xix), the Commitment Fee Percentage shall automatically be adjusted in accordance with such Margin Determination Certificate, such adjustment to become effective on the next succeeding Margin Reset Date; provided that at any time a Margin Determination Certificate is not delivered at the time required pursuant to subsection 6.1(xix), from the time such Margin Determination Certificate was required to be delivered until delivery of such Margin Determination Certificate, the Commitment Fee Percentage shall be payable 0.500%, and if a Margin Determination Certificate erroneously indicates an applicable margin (x) more favorable to Borrower than should be afforded by the actual calculation of the Consolidated Total Leverage Ratio, Borrower shall promptly pay additional commitment fees to correct for such error and (y) less favorable to Borrower than should be afforded by the actual calculation of the Consolidated Total Leverage Ratio, Borrower shall be afforded a credit against future payments of commitment fees on Revolving Loans in an amount equal to any excess so paid (but in no event shall such credit be offset against the principal amount of any Revolving Loans or any other Obligations of Borrower or its Restricted Subsidiaries or be required to be paid by the Revolving Lenders in cash) to correct for such error; provided that in the case of this clause (y), such credit shall only be available to Borrower for any such excess commitment fees paid during the 90 day period prior to Administrative Agent receiving written notice from Borrower of such an error and such credit shall only be available against the commitment fees payable to Revolving Lenders who received such excess commitment fees (and in any event that in an amount no greater than the Completion Date does not occurexcess so received by such Revolving Lenders).

Commitment Fees. The Borrower shall pay to : (a) Bidco will pay or procure the payment by the Borrowers to the Facility Agent for the account of Tranche A Lenders of a commitment fee on (the Revolving Facility and the Bonding Facility which will: (iTranche A Commitment Fee ) be computed at the rate which is the lower of (A) 0.75% per annum and (B) 50% of the applicable Margin, on the daily, undrawn, uncancelled amount of the total Revolving Commitments or the total Bonding Commitments (as the case may be) from the Completion Date until the last day of the Availability Period in respect of the Revolving Facility or the Bonding Facility (as the case may be); and (ii) be payable quarterly in arrears and on the Revolving Facility Maturity Date or the Bonding Facility Maturity Date (as the case may be) and the cancelled amount of the relevant Lender’s Revolving Commitment or Bonding Commitment (as the case may be) at the time cancellation is effective. (b) Bidco will pay or procure the payment by the Borrowers to the Facility Agent for the account of the Lenders of a commitment fee on the Term Facilities which will: (i) be computed as follows: (A) subject to paragraph (B) below, for the period commencing on the Effective Date to the Termination Date or the earlier date of termination of the Tranche A Commitment, computed (1) the date on which all the conditions precedent referred to in Clause 4.1 (Initial Conditions Precedent) other than the condition set out in paragraph 11 (Consents and Filings) of Part B of Schedule 3 (Acquisition Documentary Conditions Precedent) have been satisfied and (2) 30 September 2005 and ending on the Completion Date basis of the actual number of days elapsed over a year of 360 days) at the rate of 0.50% one percent (1.0%) per annum; (B) if the Completion Date has not occurred by 30 September 2005, for the period commencing from 30 September 2005 and ending annum on the Completion Dateaverage daily Unused Total Tranche A Commitment. SuchThe Tranche A Commitment Fee, at to the rate extent then accrued, shall be payable (x) monthly, in arrears, on the last calendar day of 50% each month, (y) on the Termination Date and (z) as provided in Section 2.12 hereof, upon any reduction or termination in whole or in part of the applicable MarginTotal Tranche A Commitment; and (Cb) subject to entry by the Bankruptcy Court of the Supplemental Approval Order, the Tranche C Lenders holding Subsequent Tranche C Commitments a commitment fee (the Tranche C Commitment Fee ) for the period commencing from the Completion Date and ending on the last day Effective Date to the Subsequent Tranche C Commitment Termination Date or the earlier date of termination of the Availability Period for the relevant Term FacilitySubsequent Tranche C Commitment, at the rate of 0.50% per annum, in each case, on the daily, undrawn, uncancelled amount of the total Commitments for the relevant Term Facility; and computed (ii) be payable as follows: (A) in the case of the commitment fees payable pursuant to paragraphs (i)(A) and (B) above, on the Completion Date; (B) in the case of the commitment fee payable pursuant to paragraph (i)(C) above, quarterly in arrear and on the last day of the Availability Period for the relevant Term Facility; and (C) in any event, on the cancelled amount of the relevant Lender’s Commitment for the relevant Term Facility at the time the cancellation is effective or if later, the Completion Date. (c) The commitment fees payable under this Clause 10.1 (Commitment Fees) will each accrue from day to day and will be calculated on the basis of a 360 day year and the actual number of days elapsedelapsed over a year of 360 days) at the rate of two and five-eighths percent (2.625%) per annum on the Subsequent Tranche C Commitment. No commitment fees The Tranche C Commitment Fee, to the extent then accrued and approved by the Bankruptcy Court as set forth in the Supplemental Approval Order, shall be payable (x) on the funding date of the Subsequent Tranche C Loan and (y) as provided in Section 2.12 hereof, upon any reduction or termination in whole or in part of the event that the Completion Date does not occurTotal Subsequent Tranche C Commitment.

Commitment Fees. (a) Bidco will The Company agrees to pay or procure to the payment Revolving Loan Administrative Agent for the account of each Revolving Loan Lender, for the period (including any portion thereof when any of its Commitments are suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Closing Date and continuing through the Revolving Loan Commitment Termination Date, a commitment fee in an amount equal to the Applicable Commitment Fee Margin, in each case on such Lender’s Revolving Loan Percentage of the sum of the average daily unused portion of the Revolving Loan Commitment Amount (net of Letter of Credit Outstandings). The making of Swing Line Loans shall not constitute usage of the Revolving Loan Commitment with respect to the calculation of commitment fees to be paid by the Borrowers to the Facility Lenders. (b) The Company agrees to pay to the Term Loan Administrative Agent for the account of Lenders of a commitment fee on the Revolving Facility and the Bonding Facility which will: (i) be computed at the rate which is the lower of (A) 0.75% per annum and (B) 50% of the applicable Margin, on the daily, undrawn, uncancelled amount of the total Revolving Commitments or the total Bonding Commitments (as the case may be) from the Completion Date until the last day of the Availability Period in respect of the Revolving Facility or the Bonding Facility (as the case may be); and (ii) be payable quarterly in arrears and on the Revolving Facility Maturity Date or the Bonding Facility Maturity Date (as the case may be) and the cancelled amount of the relevant each Term Loan Lender’s Revolving Commitment or Bonding Commitment (as the case may be) at the time cancellation is effective. (b) Bidco will pay or procure the payment by the Borrowers to the Facility Agent for the account of the Lenders of a commitment fee on the Term Facilities which will: (i) be computed as follows: (A) subject to paragraph (B) below, for the period (including any portion thereof when any of its Commitments are suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the earlier of (1) Closing Date and continuing through the date on which all the conditions precedent referred to in Clause 4.1 (Initial Conditions Precedent) other than the condition set out in paragraph 11 (Consents and Filings) of Part B of Schedule 3 (Acquisition Documentary Conditions Precedent) have been satisfied and (2) 30 September 2005 and ending on the Completion Date at the rate of 0.50% per annum; (B) if the Completion Date has not occurred by 30 September 2005, for the period commencing from 30 September 2005 and ending on the Completion Term Loan Commitment Termination Date, at a commitment fee in an amount equal to the rate of 50% of the applicable Applicable Commitment Fee Margin; and (C) for the period commencing from the Completion Date and ending on the last day of the Availability Period for the relevant Term Facility, at the rate of 0.50% per annum, in each case, case on the daily, undrawn, uncancelled amount such Lender’s Term Loan Percentage of the total Commitments for the relevant Term Facility; and (ii) be payable as follows: (A) in the case sum of the average daily unused portion of the Term Loan Commitment Amount. All commitment fees payable pursuant to paragraphs (i)(A) this Section shall be calculated on a year comprised of 360 days and (B) above, payable by the Company in arrears on the Completion Closing Date and thereafter on each Quarterly Payment Date; (B) in , commencing with the case of first Quarterly Payment Date following the commitment fee payable pursuant to paragraph (i)(C) aboveClosing Date, quarterly in arrear and on the last day of the Availability Period for the relevant Term Facility; and (C) in any event, on the cancelled amount of the relevant Lender’s applicable Commitment for the relevant Term Facility at the time the cancellation is effective or if later, the Completion Termination Date. (c) The commitment fees payable under this Clause 10.1 (Commitment Fees) will each accrue from day to day and will be calculated on the basis of a 360 day year and the actual number of days elapsed. No commitment fees shall be payable in the event that the Completion Date does not occur.

Commitment Fees. (a) Bidco will The Borrower shall pay or procure the payment by the Borrowers to the Facility Agent for the account of Tranche A Lenders of a commitment fee on (the Revolving Facility and the Bonding Facility which will: (i"Tranche A Commitment Fee") be computed at the rate which is the lower of (A) 0.75% per annum and (B) 50% of the applicable Margin, on the daily, undrawn, uncancelled amount of the total Revolving Commitments or the total Bonding Commitments (as the case may be) from the Completion Date until the last day of the Availability Period in respect of the Revolving Facility or the Bonding Facility (as the case may be); and (ii) be payable quarterly in arrears and on the Revolving Facility Maturity Date or the Bonding Facility Maturity Date (as the case may be) and the cancelled amount of the relevant Lender’s Revolving Commitment or Bonding Commitment (as the case may be) at the time cancellation is effective. (b) Bidco will pay or procure the payment by the Borrowers to the Facility Agent for the account of the Lenders of a commitment fee on the Term Facilities which will: (i) be computed as follows: (A) subject to paragraph (B) below, for the period commencing on the Filing Date to the Termination Date or the earlier date of termination of the Tranche A Commitment, computed (on the basis of the actual number of days elapsed over a year of 360 days) at the rate of one-half of one percent (1/2%) per annum on the average daily Unused Total Tranche A Commitment. Such Tranche A Commitment Fee, to the extent then accrued, shall be payable (x) monthly, in arrears, on the last calendar day of each month, (y) on the Termination Date and (z) as provided in Section 2.12 hereof, upon any reduction or termination in whole or in part of the Total Tranche A Commitment. (b) The Borrower shall pay to the Tranche B Lenders a commitment fee (the "Tranche B Commitment Fee") for the period commencing on the Filing Date to the earlier of (1i) the Termination Date and (ii) the date on which all the conditions precedent referred to in Clause 4.1 Tranche B Loan is funded, computed (Initial Conditions Precedent) other than the condition set out in paragraph 11 (Consents and Filings) of Part B of Schedule 3 (Acquisition Documentary Conditions Precedent) have been satisfied and (2) 30 September 2005 and ending on the Completion Date at the rate of 0.50% per annum; (B) if the Completion Date has not occurred by 30 September 2005, for the period commencing from 30 September 2005 and ending on the Completion Date, at the rate of 50% of the applicable Margin; and (C) for the period commencing from the Completion Date and ending on the last day of the Availability Period for the relevant Term Facility, at the rate of 0.50% per annum, in each case, on the daily, undrawn, uncancelled amount of the total Commitments for the relevant Term Facility; and (ii) be payable as follows: (A) in the case of the commitment fees payable pursuant to paragraphs (i)(A) and (B) above, on the Completion Date; (B) in the case of the commitment fee payable pursuant to paragraph (i)(C) above, quarterly in arrear and on the last day of the Availability Period for the relevant Term Facility; and (C) in any event, on the cancelled amount of the relevant Lender’s Commitment for the relevant Term Facility at the time the cancellation is effective or if later, the Completion Date. (c) The commitment fees payable under this Clause 10.1 (Commitment Fees) will each accrue from day to day and will be calculated on the basis of a 360 day year and the actual number of days elapsedelapsed over a year of 360 days) at the rate of one-half of one percent (1/2%) per annum on the Total Tranche B Commitment. No commitment fees Such Tranche B Commitment Fee, to the extent then accrued, shall be payable (w) monthly, in arrears, on the event that last calendar day of each month, (x) on the Completion date on which the Tranche B Loan is funded, (y) on the Termination Date does not occurand (z) as provided in Section 2.12 hereof, upon any reduction or termination in whole or in part of the Total Tranche B Commitment.

Commitment Fees. The Borrower agrees to pay (ai) Bidco will pay or procure the payment by the Borrowers to the Facility Administrative Agent for the account of Lenders of each Facility A Lender a commitment fee on the Revolving Facility and the Bonding Facility which will: (i) be computed Commitment Fee, at the a rate which is the lower of (A) 0.75% per annum and (B) 50% of equal to the applicable MarginApplicable Commitment Fee Rate for Facility A, on the daily, undrawn, uncancelled amount daily average of the total Revolving Commitments or the total Bonding Commitments (as the case may be) such Facility A Lender’s Unused Commitment for Facility A from the Completion date hereof to and including the Facility A Termination Date, payable in arrears on each Quarterly Payment Date until and on the last day Facility A Table of the Availability Period in respect of the Revolving Facility or the Bonding Facility (as the case may be); and Contents Termination Date and (ii) be payable quarterly in arrears and on the Revolving Facility Maturity Date or the Bonding Facility Maturity Date (as the case may be) and the cancelled amount of the relevant Lender’s Revolving Commitment or Bonding Commitment (as the case may be) at the time cancellation is effective. (b) Bidco will pay or procure the payment by the Borrowers to the Facility Administrative Agent for the account of the Lenders of each Facility B Revolver Lender a commitment fee on the Term Facilities which will: (i) be computed as follows: (A) subject to paragraph (B) below, for the period commencing on the earlier of (1) the date on which all the conditions precedent referred to in Clause 4.1 (Initial Conditions Precedent) other than the condition set out in paragraph 11 (Consents and Filings) of Part B of Schedule 3 (Acquisition Documentary Conditions Precedent) have been satisfied and (2) 30 September 2005 and ending on the Completion Date at the rate of 0.50% per annum; (B) if the Completion Date has not occurred by 30 September 2005, for the period commencing from 30 September 2005 and ending on the Completion DateCommitment Fee, at a rate per annum equal to the rate of 50% of the applicable Margin; and (C) Applicable Commitment Fee Rate for the period commencing from the Completion Date and ending on the last day of the Availability Period for the relevant Term Facility, at the rate of 0.50% per annum, in each caseFacility B, on the dailydaily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to and including the Facility B Termination Date, undrawn, uncancelled amount of the total Commitments for the relevant Term Facility; and (ii) be payable as follows: (A) in the case of the commitment fees payable pursuant to paragraphs (i)(A) and (B) above, arrears on the Completion Date; (B) in the case of the commitment fee payable pursuant to paragraph (i)(C) above, quarterly in arrear each Quarterly Payment Date and on the last day Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination of the Availability Period for obligations of the relevant Term Facility; and (C) in any eventFacility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the cancelled amount effective date of the relevant Lender’s Commitment for the relevant Term any termination of its obligations to make Facility at the time the cancellation is effective or if later, the Completion Date. (c) B Revolver Loans hereunder. The commitment fees payable under this Clause 10.1 (Commitment Fees) will each accrue from day to day and will Section 2.07, once paid, shall not be calculated on the basis of a 360 day year and the actual number of days elapsed. No commitment fees shall be payable in the event that the Completion Date does not occurrefundable for any reason.

Commitment Fees. (ai) Bidco will The Borrower shall pay or procure the payment by the Borrowers to the Facility Administrative Agent for the ratable account of each Bank with a Revolving Commitment, on the last Business Day of each March, June, September and December and on the earlier of the Maturity Date and the date on which the Aggregate Revolving Commitment shall have been terminated in full, an aggregate commitment fee (the "Revolving Commitment Fee") on the daily average ------------------------ amount of the Aggregate Available Revolving Commitment equal to 0.500% per annum for any period that the Consolidated Total Leverage Ratio as of the most recent Leverage Ratio Determination Date for such period is greater than or equal to 5.50 to 1.00 and 0.375% per annum for any period that the Consolidated Total Leverage Ratio as of the most recent Leverage Ratio Determination Date for such period is less than 5.50 to 1.00. The Revolving Commitment Fee shall begin to accrue on and after the Effective Date and shall cease to accrue on the earlier of the Maturity Date and the date on which the Aggregate Revolving Commitments shall have been terminated in full. (ii) The Borrower shall pay to the Administrative Agent for the ratable account of each Bank with an Additional Term A Loan Commitment, on the last Business Day of each March, June, September and December and on the earlier of the Maturity Date and the date on which the Additional Term A Commitments shall have been terminated in full, an aggregate commitment fee (the "Term A Commitment Fee") on the --------------------- daily average amount of the aggregate Additional Term A Loan Commitments equal to 0.500% per annum. The Term A Commitment Fee shall begin to accrue on and after the Effective Date and shall cease to accrue on the earlier of the Maturity Date and the date on which the Additional Term A Loan Commitments shall have been terminated in full. (iii) The Borrower shall pay to the Administrative Agent for the account of Lenders of a commitment fee on the each Bank with an Incremental Revolving Facility and the Bonding Facility which will: (i) be computed at the rate which is the lower of (A) 0.75% per annum and (B) 50% of the applicable MarginCommitment, on the dailylast Business Day of each March, undrawnJune, uncancelled amount of the total Revolving Commitments or the total Bonding Commitments (as the case may be) from the Completion Date until the last day of the Availability Period in respect of the Revolving Facility or the Bonding Facility (as the case may be); and (ii) be payable quarterly in arrears September and on the Revolving Facility Maturity Date or the Bonding Facility Maturity Date (as the case may be) December and the cancelled amount of the relevant Lender’s Revolving Commitment or Bonding Commitment (as the case may be) at the time cancellation is effective. (b) Bidco will pay or procure the payment by the Borrowers to the Facility Agent for the account of the Lenders of a commitment fee on the Term Facilities which will: (i) be computed as follows: (A) subject to paragraph (B) below, for the period commencing on the earlier of (1) the Maturity Date and the date on which all the conditions precedent referred to in Clause 4.1 (Initial Conditions Precedent) other than the condition set out in paragraph 11 (Consents and Filings) each Incremental Revolving Commitment of Part B of Schedule 3 (Acquisition Documentary Conditions Precedent) a Bank shall have been satisfied and (2) 30 September 2005 and ending terminated in full, the Incremental Commitment Fee for each Incremental Revolving Commitment of such Bank on the Completion Date at daily average amount of each of such Bank's aggregate unutilized Incremental Revolving Commitments. Each Incremental Commitment Fee shall begin to accrue on and after the rate of 0.50% per annum; (B) if date when the Completion Date has not occurred by 30 September 2005, for the period commencing from 30 September 2005 related Incremental Revolving Commitment shall have become effective hereunder and ending shall cease to accrue on the Completion Date, at the rate of 50% earlier of the applicable Margin; and (C) for the period commencing from the Completion Maturity Date and ending the date on the last day of the Availability Period for the relevant Term Facility, at the rate of 0.50% per annum, which such Incremental Revolving Commitment shall have been terminated in each case, on the daily, undrawn, uncancelled amount of the total Commitments for the relevant Term Facility; and (ii) be payable as follows: (A) in the case of the commitment fees payable pursuant to paragraphs (i)(A) and (B) above, on the Completion Date; (B) in the case of the commitment fee payable pursuant to paragraph (i)(C) above, quarterly in arrear and on the last day of the Availability Period for the relevant Term Facility; and (C) in any event, on the cancelled amount of the relevant Lender’s Commitment for the relevant Term Facility at the time the cancellation is effective or if later, the Completion Datefull. (c) The commitment fees payable under this Clause 10.1 (Commitment Fees) will each accrue from day to day and will be calculated on the basis of a 360 day year and the actual number of days elapsed. No commitment fees shall be payable in the event that the Completion Date does not occur.

Commitment Fees. (a) Bidco will The Company agrees to pay or procure the payment by the Borrowers to the Facility Agent Agent, for the account of Lenders each Bank, commitment fees with respect to the Revolving Credit Commitment of a such Bank for the period from and including the Closing Date to and including the Revolving Credit Termination Date, calculated at the following rates per annum on the average daily Available Revolving Credit Commitment of such Bank for each day during the period for which the commitment fee on with respect to the Revolving Facility and the Bonding Facility which willCredit Commitments is being paid: (i) be computed at if the rate which is the lower of (AApplicable Margin Certificate required pursuant to subsection 6.1(c) 0.75% per annum and (B) 50% for any fiscal quarter of the applicable MarginCompany ending after September 30, 1998 shows that the Total Indebtedness/EBITDA Ratio on the daily, undrawn, uncancelled amount of the total Revolving Commitments or the total Bonding Commitments (as the case may be) from the Completion Date until the last day of such fiscal quarter was less than or equal to 1.5 to 1, then the Availability Period in respect of commitment fee for the Revolving Facility or Credit Commitment, during the Bonding Facility period beginning on (as and including) the case may bedate on which such Applicable Margin Certificate was delivered by the Company to the Banks and ending on (and excluding) the date on which the next Applicable Margin Certificate is delivered by the Company to the Banks pursuant to subsection 6.1(c), shall be .25%; and (ii) if the Applicable Margin Certificate required pursuant to subsection 6.1(c) for any fiscal quarter of the Company ending after September 30, 1998 shows that the Total Indebtedness/EBITDA Ratio on the last day of such fiscal quarter was greater (iii) if the Applicable Margin Certificate required pursuant to subsection 6.1(c) for any fiscal quarter of the Company ending after September 30, 1998 shows that the Total Indebtedness/EBITDA Ratio on the last day of such fiscal quarter was greater than 2.5 to 1, then the commitment fee for the Revolving Credit Commitment, during the period beginning on (and including) the date on which such Applicable Margin Certificate was delivered by the Company to the Banks and ending on (and excluding) the date on which the next Applicable Margin Certificate is delivered by the Company to the Banks pursuant to subsection 6.1(c), shall be .375%; provided if the Company shall fail to deliver the Applicable Margin Certificate by the end of the fiscal quarter in which it is required, the commitment fee for the Revolving Credit Commitment for the next fiscal quarter shall be as provided in clause (iii) above; provided, further, that the commitment fee for the Revolving Credit Commitment for the period from the Closing Date until (and excluding) the date on which the Company delivers to the Banks the Applicable Margin Certificate for the fiscal quarter of the Company ended March 31, 1999 shall be .30%. The commitment fees with respect to the Revolving Credit Commitments shall be payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing September 30, 1998, and on the Revolving Facility Maturity Credit Termination Date or the Bonding Facility Maturity Date (such earlier date as the case may be) and the cancelled amount of the relevant Lender’s Revolving Commitment or Bonding Commitment (Credit Commitments shall terminate as the case may be) at the time cancellation is effectiveprovided herein. (b) Bidco will pay or procure the payment by the Borrowers to the Facility Agent for the account of the Lenders of a commitment fee on the Term Facilities which will: (i) be computed as follows: (A) subject to paragraph (B) below, for the period commencing on the earlier of (1) the date on which all the conditions precedent referred to in Clause 4.1 (Initial Conditions Precedent) other than the condition set out in paragraph 11 (Consents and Filings) of Part B of Schedule 3 (Acquisition Documentary Conditions Precedent) have been satisfied and (2) 30 September 2005 and ending on the Completion Date at the rate of 0.50% per annum; (B) if the Completion Date has not occurred by 30 September 2005, for the period commencing from 30 September 2005 and ending on the Completion Date, at the rate of 50% of the applicable Margin; and (C) for the period commencing from the Completion Date and ending on the last day of the Availability Period for the relevant Term Facility, at the rate of 0.50% per annum, in each case, on the daily, undrawn, uncancelled amount of the total Commitments for the relevant Term Facility; and (ii) be payable as follows: (A) in the case of the commitment fees payable pursuant to paragraphs (i)(A) and (B) above, on the Completion Date; (B) in the case of the commitment fee payable pursuant to paragraph (i)(C) above, quarterly in arrear and on the last day of the Availability Period for the relevant Term Facility; and (C) in any event, on the cancelled amount of the relevant Lender’s Commitment for the relevant Term Facility at the time the cancellation is effective or if later, the Completion Date. (c) The commitment fees payable under this Clause 10.1 (Commitment Fees) will each accrue from day to day and will be calculated on the basis of a 360 day year and the actual number of days elapsed. No commitment fees shall be payable in the event that the Completion Date does not occur.

Commitment Fees. (a) Bidco will pay or procure the payment by the Borrowers to the Facility Agent for the account of Lenders of a commitment fee on the Revolving Facility and the Bonding Facility which will: (i) be computed at the rate which is the lower of (A) 0.75% per annum and (B) 50% of the applicable MarginBorrower agrees to pay to Administrative Agent, on the daily, undrawn, uncancelled amount of the total for distribution to each Revolving Commitments or the total Bonding Commitments (as the case may be) from the Completion Date until the last day of the Availability Period Lender in respect proportion to that Lender’s Pro Rata Share of the Revolving Facility or the Bonding Facility (as the case may be); and (ii) be payable quarterly in arrears and on the Revolving Facility Maturity Date or the Bonding Facility Maturity Date (as the case may be) and the cancelled amount of the relevant Lender’s Revolving Commitment or Bonding Commitment (as the case may be) at the time cancellation is effective. (b) Bidco will pay or procure the payment by the Borrowers to the Facility Agent for the account of the Lenders of a Loan Commitments, commitment fee on the Term Facilities which will: (i) be computed as follows: (A) subject to paragraph (B) below, fees for the period commencing on from and including the earlier of (1) Effective Date to and excluding the date on which all Revolving Loan Commitment Termination Date equal to the conditions precedent referred to in Clause 4.1 (Initial Conditions Precedent) other than the condition set out in paragraph 11 (Consents and Filings) of Part B of Schedule 3 (Acquisition Documentary Conditions Precedent) have been satisfied and (2) 30 September 2005 and ending on the Completion Date at the rate of 0.50% per annum; (B) if the Completion Date has not occurred by 30 September 2005, for the period commencing from 30 September 2005 and ending on the Completion Date, at the rate of 50% average of the applicable Margin; and (C) for the period commencing from the Completion Date and ending on the last day daily excess of the Availability Period for Revolving Loan Commitments over the relevant Term FacilityTotal Utilization of Revolving Loan Commitments multiplied by the Commitment Fee Percentage, at the rate of 0.50% per annum, in each case, on the daily, undrawn, uncancelled amount of the total Commitments for the relevant Term Facility; and (ii) be payable as follows: (A) in the case of the such commitment fees payable pursuant to paragraphs (i)(A) and (B) above, on the Completion Date; (B) in the case of the commitment fee payable pursuant to paragraph (i)(C) above, quarterly in arrear and on the last day of the Availability Period for the relevant Term Facility; and (C) in any event, on the cancelled amount of the relevant Lender’s Commitment for the relevant Term Facility at the time the cancellation is effective or if later, the Completion Date. (c) The commitment fees payable under this Clause 10.1 (Commitment Fees) will each accrue from day to day and will be calculated on the basis of a 360 360-day year and the actual number of days elapsed. No elapsed and to be payable quarterly in arrears on the last Business Day of each March, June, September and December of each year commencing on the first such date to occur after the Effective Date, and on the Revolving Loan Commitment Termination Date. (ii) Borrower agrees to pay to Administrative Agent, for distribution to each Lender having a Term Loan Commitment in proportion to that Lender’s Pro Rata Share of the Term Loan Commitments, commitment fees for the period from and including the Effective Date to and excluding the Delayed Draw Term Loan Commitment Termination Date equal to any undrawn portion of the Term Loan Commitments that is available for borrowing as Delayed Draw Term Loans multiplied by 0.50%, such commitment fees to be calculated on the basis of a 360-day year and the actual number of days elapsed and to be payable quarterly in arrears on March 31, 2005 and June 30, 2005 and on the Delayed Draw Term Loan Commitment Termination Date. (iii) Upon delivery of the Margin Determination Certificate by Borrower to Administrative Agent pursuant to subsection 6.1(xix), the Commitment Fee Percentage shall automatically be adjusted in accordance with such Margin Determination Certificate, such adjustment to become effective on the next succeeding Margin Reset Date; provided that (1) at any time a Margin Determination Certificate is not delivered at the time required pursuant to subsection 6.1(xix), from the time such Margin Determination Certificate was required to be delivered until delivery of such Margin Determination Certificate, the Commitment Fee Percentage shall be payable in 0.500%, and (2) if a Margin Determination Certificate erroneously indicates an applicable margin (x) more favorable to Borrower than should be afforded by the event that actual calculation of the Completion Date does not occurConsolidated Total Leverage Ratio, Borrower shall promptly pay additional commitment fees to correct for such error, and (y) less favorable to Borrower than should be afforded by the actual calculation of the Consolidated Total Leverage Ratio, Lenders shall promptly reimburse Borrower an amount equal to such excess commitment fees to correct for such error.

Commitment Fees. (a) Bidco will pay or procure the payment by the Borrowers to the Facility Agent for the account of Lenders of a commitment fee on the Revolving Facility and the Bonding Facility which will: (i) be computed at On each Quarterly Date during the rate Tranche A Construction Loan Availability Period (where all or any portion of such calendar quarter occurs on or after the Closing Date) and on the Tranche A Construction Loan Maturity Date, Borrower shall pay to Administrative Agent, for the benefit of the Tranche A Lenders, accruing from the Closing Date or the first day of such quarter, as the case may be, Tranche A Construction Loan commitment fees for such quarter (or portion thereof) then ending equal to the product of (x) 0.75% times (y) the daily average Available Tranche A Construction Loan Commitment for such quarter (or portion thereof) times (z) a fraction, the numerator of which is the lower number of days in such quarter (or portion thereof) and the denominator of which is 360. (ii) On each Quarterly Date during the Tranche B Construction Loan Availability Period (where all or any portion of such calendar quarter occurs on or after the Closing Date) and on the Tranche B Construction Loan Maturity Date, Borrower shall pay to Administrative Agent, for the benefit of the Tranche B Lenders, accruing from the Closing Date or the first day of such quarter, as the case may be, Tranche B Construction Loan commitment fees for such quarter (or portion thereof) then ending equal to the product of (x) 0.75% times (y) the daily average Available Tranche B Construction Loan Commitment for such quarter (or portion thereof) times (z) a fraction, the numerator of which is the number of days in such quarter (or portion thereof) and the denominator of which is 360. (iii) (x) Prior to December 31, 2011, on each Quarterly Date during the Tranche C Loan Availability Period (where all or any portion of such calendar quarter occurs on or after the Closing Date), Borrower shall pay to Administrative Agent, for the benefit of the Tranche C Lenders, accruing from the Closing Date or the first day of such quarter, as the case may be, commitment fees for such quarter (or portion thereof) then ending equal the product of (A) 0.75% per annum and times (B) 50% the daily average Available Tranche C Loan Commitment for such quarter (or portion thereof) times (C) a fraction, the numerator of which is the number of days in such quarter (or portion thereof) and the denominator of which is 360 and (y) after December 31, 2011, on each Quarterly Date during the Tranche C Loan Availability Period occurring after December 31, 2011, Borrower shall pay to Administrative Agent, for the benefit of the applicable MarginTranche C Lenders, accruing from the first day of such quarter, commitment fees for such quarter (or portion thereof) then ending equal the product of (A) 1.00% times (B) the daily average Available Tranche C Loan Commitment for such quarter (or portion thereof) times (C) a fraction, the numerator of which is the number of days in such quarter (or portion thereof) and the denominator of which is 360. (iv) On each Quarterly Date from the Closing Date to the LC Facility Maturity Date (where all or any portion of such calendar quarter occurs on or after the Closing Date) and on the dailyLC Facility Maturity Date, undrawnBorrower shall pay to Administrative Agent, uncancelled amount for the benefit of the total Revolving Commitments LC Lenders, accruing from the Closing Date or the total Bonding Commitments (first day of such quarter, as the case may be, Letter of Credit commitment fees for such quarter (or portion thereof) from then ending equal to the Completion Date until product of (x) 0.75% times (y) the last day daily average Available LC Commitment with respect to Letters of Credit for such quarter (or portion thereof) times (z) a fraction, the Availability Period numerator of which is the number of days in respect of the Revolving Facility such quarter (or the Bonding Facility (as the case may be); and (ii) be payable quarterly in arrears and on the Revolving Facility Maturity Date or the Bonding Facility Maturity Date (as the case may beportion thereof) and the cancelled amount denominator of the relevant Lender’s Revolving Commitment or Bonding Commitment (as the case may be) at the time cancellation which is effective360. (b) Bidco will pay or procure the payment by the Borrowers to the Facility Agent for the account of the Lenders of a commitment fee on the Term Facilities which will: (i) be computed as follows: (A) subject to paragraph (B) below, for the period commencing on the earlier of (1) the date on which all the conditions precedent referred to in Clause 4.1 (Initial Conditions Precedent) other than the condition set out in paragraph 11 (Consents and Filings) of Part B of Schedule 3 (Acquisition Documentary Conditions Precedent) have been satisfied and (2) 30 September 2005 and ending on the Completion Date at the rate of 0.50% per annum; (B) if the Completion Date has not occurred by 30 September 2005, for the period commencing from 30 September 2005 and ending on the Completion Date, at the rate of 50% of the applicable Margin; and (C) for the period commencing from the Completion Date and ending on the last day of the Availability Period for the relevant Term Facility, at the rate of 0.50% per annum, in each case, on the daily, undrawn, uncancelled amount of the total Commitments for the relevant Term Facility; and (ii) be payable as follows: (A) in the case of the commitment fees payable pursuant to paragraphs (i)(A) and (B) above, on the Completion Date; (B) in the case of the commitment fee payable pursuant to paragraph (i)(C) above, quarterly in arrear and on the last day of the Availability Period for the relevant Term Facility; and (C) in any event, on the cancelled amount of the relevant Lender’s Commitment for the relevant Term Facility at the time the cancellation is effective or if later, the Completion Date. (c) The commitment fees payable under this Clause 10.1 (Commitment Fees) will each accrue from day to day and will be calculated on the basis of a 360 day year and the actual number of days elapsed. No commitment fees shall be payable in the event that the Completion Date does not occur.

Commitment Fees. (a) Bidco In consideration of each Lender’s commitment to make Loans, during the period from the Closing Date through the Tranche A Commitment Termination Date, Borrower will pay or procure the payment by the Borrowers to the Facility Administrative Agent for the account of Lenders of each Lender a commitment fee with respect to such Lender’s Tranche A Commitment determined on a daily basis by applying the Revolving applicable Commitment Fee Rate to such Lender’s Percentage Share of the unused portion of the Tranche A Facility and Amount on each day, determined for each such day by deducting from the Bonding Facility which will: amount of the Borrowing Base at the end of such day the sum of (i) be computed the aggregate unpaid principal balance of the Tranche A Loans at the rate which is the lower end of (A) 0.75% per annum and (B) 50% of the applicable Margin, on the daily, undrawn, uncancelled amount of the total Revolving Commitments or the total Bonding Commitments (as the case may be) from the Completion Date until the last such day of the Availability Period in respect of the Revolving Facility or the Bonding Facility (as the case may be); and plus (ii) be payable quarterly in arrears and on the Revolving Facility Maturity Date or the Bonding Facility Maturity Date (as the case may be) and the cancelled amount of the relevant Lender’s Revolving Commitment or Bonding Commitment (as the case may be) all LC Obligations at the time cancellation is effective. (b) Bidco end of such day. In addition, during the period from the Closing Date through the Tranche B Commitment Termination Date, Borrower will pay or procure the payment by the Borrowers to the Facility Administrative Agent for the account of the Lenders of each Lender a commitment fee with respect to such Lender’s Tranche B Commitment determined on a daily basis by applying the Term Facilities which will: (i) be computed as follows: (A) subject applicable Commitment Fee Rate to paragraph (B) belowsuch Lender’s Percentage Share of the unused portion of the Tranche B Facility Amount on each day, determined for each such day by deducting from the period commencing on amount of the earlier of (1) the date on which all the conditions precedent referred to in Clause 4.1 (Initial Conditions Precedent) other than the condition set out in paragraph 11 (Consents and Filings) of Part Tranche B of Schedule 3 (Acquisition Documentary Conditions Precedent) have been satisfied and (2) 30 September 2005 and ending on the Completion Date Facility Amount at the rate end of 0.50% per annum; (B) if such day the Completion Date has not occurred by 30 September 2005, for aggregate unpaid principal balance of the period commencing from 30 September 2005 and ending on the Completion Date, Tranche B Loans at the rate end of 50% of such day. These commitment fees shall be due and payable in arrears, with the applicable Margin; and (C) for the period commencing from the Completion Date first payment due on December 31, 2003, and ending thereafter on the last day of the Availability Period for the relevant Term Facilityeach Fiscal Quarter, at the rate of 0.50% per annum, in each case, on the daily, undrawn, uncancelled amount of the total Commitments for the relevant Term Facility; and (ii) be payable as follows: (A) in the case of with respect to the commitment fees payable pursuant to paragraphs (i)(A) and (B) abovein respect of the Tranche A Commitments, on the Completion Tranche A Commitment Termination Date; (B) , and with respect to the commitment fees payable in the case respect of the commitment fee payable pursuant to paragraph (i)(C) above, quarterly in arrear and on the last day of the Availability Period for the relevant Term Facility; and (C) in any eventTranche B Commitments, on the cancelled amount of the relevant Lender’s Tranche B Commitment for the relevant Term Facility at the time the cancellation is effective or if later, the Completion Termination Date. (c) The commitment fees payable under this Clause 10.1 (Commitment Fees) will each accrue from day to day and will be calculated on the basis of a 360 day year and the actual number of days elapsed. No commitment fees shall be payable in the event that the Completion Date does not occur.

Commitment Fees. OTHER FEES. (a) Bidco will The Borrowers agree, jointly and severally, to pay or procure the payment by the Borrowers to the Facility Administrative Agent for the account of Lenders of each Lender, a commitment fee on for the period from and including the first day of the Revolving Facility and Credit Commitment Period to the Bonding Facility which will: (i) be Revolving Credit Commitment Termination Date, computed at the rate per annum set forth under the heading "Commitment Fees" on Schedule II opposite the percentage which is the lower average daily amount of (A) the Aggregate Outstanding Revolving Credit of all Lenders during the period for which payment is made constitutes of the average daily amount of the Available Revolving Credit Commitment of such Lender during such payment period, payable quarterly in arrears on the last day of each fiscal quarter of CNG and on the Revolving Credit Commitment Termination Date, commencing on the first of such days to occur after the Closing Date. Notwithstanding the foregoing, the commitment fee for the period from and including the first day of the Eighth Amendment Effective Date until the date on which the Leverage Theshold has been satisfied shall be 0.75% per annum and (B) 50% of the applicable Margin, on the daily, undrawn, uncancelled average daily amount of the total Available Revolving Commitments or Credit Commitment of such Lender (without any reduction thereof pursuant to the total Bonding Commitments (definition of "Available Revolving Credit Commitment") during such period, payable as the case may be) from the Completion Date until the last day of the Availability Period in respect of the Revolving Facility or the Bonding Facility (as the case may be); and (ii) be payable quarterly in arrears and on the Revolving Facility Maturity Date or the Bonding Facility Maturity Date (as the case may be) and the cancelled amount of the relevant Lender’s Revolving Commitment or Bonding Commitment (as the case may be) at the time cancellation is effectiveset forth above. (b) Bidco will The Borrowers agree, jointly and severally, to pay or procure the payment by the Borrowers to the Facility Administrative Agent for the account of the Lenders of each Lender, a commitment utilization fee on the Term Facilities which will: (i) be computed as follows: (A) subject to paragraph (B) below, for the period commencing on from and including the earlier of (1) Eighth Amendment Effective Date to the date on which the Leverage Threshold has been satisfied, (i) if the average daily amount of the aggregate principal amount of all Revolving Credit Loans outstanding during such period is greater than 66-2/3% of the conditions precedent referred to in Clause 4.1 (Initial Conditions Precedent) other than the condition set out in paragraph 11 (Consents and Filings) of Part B of Schedule 3 (Acquisition Documentary Conditions Precedent) have been satisfied and (2) 30 September 2005 and ending on the Completion Date average aggregate Revolving Credit Commitments during such period, computed at the rate of 0.50% per annum; annum on the average daily principal amount of such Lender's outstanding Revolving Credit Loans during such period and (Bii) if the Completion Date has not occurred by 30 September 2005, for the period commencing from 30 September 2005 and ending on the Completion Date, at the rate of 50% of the applicable Margin; and (C) for the period commencing from the Completion Date and ending on the last day of the Availability Period for the relevant Term Facility, at the rate of 0.50% per annum, in each case, on the daily, undrawn, uncancelled average daily amount of the total Commitments for the relevant Term Facility; and (ii) be payable as follows: (A) in the case of the commitment fees payable pursuant to paragraphs (i)(A) and (B) above, on the Completion Date; (B) in the case of the commitment fee payable pursuant to paragraph (i)(C) above, quarterly in arrear and on the last day of the Availability Period for the relevant Term Facility; and (C) in any event, on the cancelled aggregate principal amount of the relevant Lender’s Commitment for the relevant Term Facility at the time the cancellation is effective or if later, the Completion Date. (c) The commitment fees payable under this Clause 10.1 (Commitment Fees) will each accrue from day to day and will be calculated on the basis of a 360 day year and the actual number of days elapsed. No commitment fees shall be payable in the event that the Completion Date does not occur.all Revolving Credit Loans outstanding during such period

Commitment Fees. The Parent shall pay, or procure that there is paid, to the Agent: Back to Contents (a) Bidco will pay or procure the payment by the Borrowers to the Facility Agent for the account of Lenders of a commitment fee on the Revolving Facility and the Bonding Facility which will: (i) be computed at the rate which is the lower of (A) 0.75% per annum and (B) 50% of the applicable MarginFirst Drawdown Date, on the daily, undrawn, uncancelled amount of the total Revolving Commitments or the total Bonding Commitments (as the case may be) from the Completion Date until the last day of the Availability Period in respect of the Revolving Facility or the Bonding Facility (as the case may be); and (ii) be payable quarterly in arrears and on the Revolving Facility Maturity Date or the Bonding Facility Maturity Date (as the case may be) and the cancelled amount of the relevant Lender’s Revolving Commitment or Bonding Commitment (as the case may be) at the time cancellation is effective. (b) Bidco will pay or procure the payment by the Borrowers to the Facility Agent for the account of the Lenders of a commitment fee on the Term Facilities which will: (i) be computed as follows: (A) subject to paragraph (B) below, for the period commencing on the earlier of (1) the date on which all the conditions precedent referred to in Clause 4.1 (Initial Conditions Precedent) other than the condition set out in paragraph 11 (Consents and Filings) of Part B of Schedule 3 (Acquisition Documentary Conditions Precedent) have been satisfied and (2) 30 September 2005 and ending on the Completion Date at the rate of 0.50% per annum; (B) if the Completion Date has not occurred by 30 September 2005, for the period commencing from 30 September 2005 and ending on the Completion Date, at the rate of 50% of the applicable Margin; and (C) for the period commencing from the Completion Date and ending on the last day of the Availability Period for the relevant Term Facility, at the rate of 0.50% per annum, in each case, on the daily, undrawn, uncancelled amount of the total Commitments for the relevant Term Facility; and (ii) be payable as follows: (A) in the case of the commitment fees payable pursuant to paragraphs (i)(A) and (B) above, on the Completion Date; (B) in the case of the commitment fee payable pursuant to paragraph (i)(C) above, quarterly in arrear 1999 and on the last day of the Availability Term Loan Facility Commitment Period in respect of the Term Loan Facilities (other than the Termed Out Revolving Facility) for the account of the Banks (pro rata their relevant Commitments) commitment commission computed from the date of this Agreement until and including the last day of the Term Loan Facility Commitment Period at the rate, from the date of this Agreement to and including the Acquisition Completion Date, of 0.25 per cent. per annum and, thereafter until and including the last day of the Term Loan Facility Commitment Period, of 0.50 per cent. per annum, on the daily amount of the Total Commitments in respect of the Term Loan Facilities (other than the Termed Out Revolving Facility); (b) on the Effective Date and for the account of the Banks (pro rata their relevant Commitments) commitment commission computed from the date of the Amendment Agreement until and including the last day of that Term Loan Facility Commitment Period at the rate of 0.75 per cent. per annum on the daily amount of the Total Commitments in respect of the Termed Out Revolving Loan Facility; and (Cc) in any event, on the cancelled Effective Date and on the dates falling on each 31 March, 30 June, 30 September and 31 December after the Effective Date and on the Termination Date in respect of the Revolving Credit Facility , for the account of the Banks (pro rata their relevant Commitments), commitment commission computed from the date of the Amendment Agreement at the rate of 0.75 per cent. per annum on the daily amount by which the Total Commitments in respect of the Revolving Credit Facility exceeds the aggregate of the Revolving Credit Advances and the amount of all outstanding Letters of Credit. If any Drawings are outstanding in an Optional Currency, the relevant Lender’s Commitment amount of such Drawings for the relevant Term Facility at the time the cancellation is effective or if later, the Completion Date. (c) The purpose of calculating commitment fees payable under this Clause 10.1 (Commitment Fees) will each accrue from day to day and will be calculated on the basis of a 360 day year and the actual number of days elapsed. No commitment fees commission shall be payable in deemed to be the event that the Completion Date does not occurSterling Amount of such Drawings.

Commitment Fees. (a) Bidco will The Borrower agrees to pay or procure the payment by the Borrowers to the Facility Administrative Agent for the account of each of the Lenders in accordance with its pro rata portion of the Revolving Loan Commitment, Term Loan A Commitment and Term Loan B Commitment (i) for all periods from the Agreement Date through the Term Loan Commitment Termination Date, a commitment fee on the Revolving Facility and the Bonding Facility which will: (i) be computed at the rate which is the lower of (A) 0.75% per annum and (B) 50% aggregate unborrowed balance of the applicable MarginTerm Loan A Commitment and Term Loan B Commitment for each day at a rate equal to forty-five one hundredths of one percent (0.45%) per annum, on the daily, undrawn, uncancelled amount of the total Revolving Commitments or the total Bonding Commitments (as the case may be) from the Completion Date until the last day of the Availability Period in respect of the Revolving Facility or the Bonding Facility (as the case may be); and (ii) be payable for all periods from the Agreement Date through the fifth (5th) Business Day after delivery of Borrower’s quarterly in arrears and on the Revolving Facility Maturity Date or the Bonding Facility Maturity Date (as the case may be) and the cancelled amount of the relevant Lender’s Revolving Commitment or Bonding Commitment (as the case may be) at the time cancellation is effective. (b) Bidco will pay or procure the payment by the Borrowers to the Facility Agent financial statements for the account of fiscal quarter ending December 31, 2008 (the Lenders of “Adjustment Date”), a commitment fee on the Term Facilities which will: (i) be computed as follows: (A) subject to paragraph (B) below, for the period commencing on the earlier of (1) the date on which all the conditions precedent referred to in Clause 4.1 (Initial Conditions Precedent) other than the condition set out in paragraph 11 (Consents and Filings) of Part B of Schedule 3 (Acquisition Documentary Conditions Precedent) have been satisfied and (2) 30 September 2005 and ending on the Completion Date at the rate of 0.50% per annum; (B) if the Completion Date has not occurred by 30 September 2005, for the period commencing from 30 September 2005 and ending on the Completion Date, at the rate of 50% aggregate unborrowed balance of the applicable Margin; and Revolving Loan Commitment for each day at a rate equal to forty-five one hundredths of one percent (C0.45%) for the period commencing from the Completion Date and ending on the last day of the Availability Period for the relevant Term Facility, at the rate of 0.50% per annum, and (iii) for all periods from the Adjustment Date through the date upon which all Obligations have repaid and satisfied in each casefull, a commitment fee on the daily, undrawn, uncancelled amount aggregate unborrowed balance of the total Commitments Revolving Loan Commitment for each day at a rate equal to the relevant Term Facility; and (ii) be payable as follows: (A) grid set forth in the case of the commitment fees payable pursuant to paragraphs (i)(A) and (B) above, on the Completion Date; (B) in the case of the Section 2.3(f). Each such commitment fee payable pursuant to paragraph (i)(C) above, quarterly in arrear and on the last day of the Availability Period for the relevant Term Facility; and (C) in any event, on the cancelled amount of the relevant Lender’s Commitment for the relevant Term Facility at the time the cancellation is effective or if later, the Completion Date. (c) The commitment fees payable under this Clause 10.1 (Commitment Fees) will each accrue from day to day and will shall be calculated computed on the basis of a 360 day year and of three hundred sixty (360) days for the actual number of days elapsed. No commitment fees , shall be payable quarterly in arrears on the last Business Day of each calendar quarter ending on March 31, June 30, September 30 or December 31, commencing with the first quarter ending immediately after the Agreement Date and shall be fully earned when due and non-refundable when paid. The commitment set forth in this Section 2.4(a) shall be subject to increase and decrease on the dates and in the event that amounts set forth in Section 2.3(f) hereof in the Completion same manner as the adjustment of the Applicable Margin with upon satisfaction of the requirements set forth in Section 2.3(f) hereof. A final payment of any commitment fee then payable shall also be due and payable on the Term Loan Commitment Termination Date does not occurand the Revolving Loan Maturity Date.

Commitment Fees. (a) Bidco will The Borrower agrees to pay or procure the payment by the Borrowers to the Facility Administrative Agent for the account of Lenders of each Lender a commitment fee fee, which shall accrue at the Applicable Percentage (determined quarterly in accordance with Schedule I) on the Revolving Facility and the Bonding Facility which will: (i) be computed at the rate which is the lower of (A) 0.75% per annum and (B) 50% of the applicable Margin, on the daily, undrawn, uncancelled average daily amount of the total unused Revolving Commitments or the total Bonding Commitments (as the case may be) from the Completion Date until the last day Commitment of such Lender during the Availability Period in respect of Period; provided, that if such Lender continues to have any Revolving Credit Exposure after the Revolving Facility or Commitment Termination Date, then the Bonding Facility (as the case may be); and (ii) be payable quarterly in arrears and commitment fee shall continue to accrue on the Revolving Facility Maturity Date or the Bonding Facility Maturity Date (as the case may be) and the cancelled average daily amount of such Lender’s unused Revolving Commitment from and after the relevant Commitment Termination Date to the date that all of such Lender’s Revolving Commitment or Bonding Commitment (Credit Exposure has been paid in full. The Applicable Percentage shall initially be 0.150%, but shall be reset from time to time as the case may be) at the time cancellation is effective. (b) Bidco will pay or procure the payment by the Borrowers to the Facility Agent for the account of the Lenders of a commitment fee on the Term Facilities which will: (i) be computed as follows: (A) subject to paragraph (B) below, for the period commencing on the earlier of (1) the date on which all the conditions precedent referred to in Clause 4.1 (Initial Conditions Precedent) other than the condition set out in paragraph 11 (Consents and Filings) of Part B of Schedule 3 (Acquisition Documentary Conditions Precedent) have been satisfied and (2) 30 September 2005 and ending on the Completion Date at the rate of 0.50% per annum; (B) if the Completion Date has not occurred by 30 September 2005, for the period commencing from 30 September 2005 and ending on the Completion Date, at the rate of 50% of the applicable Margin; and (C) for the period commencing from the Completion Date and ending on the last day of the Availability Period for the relevant Term Facility, at the rate of 0.50% per annum, in each case, on the daily, undrawn, uncancelled amount of the total Commitments for the relevant Term Facility; and (ii) be payable as follows: (A) provided in the case definition of the commitment fees payable pursuant to paragraphs (i)(A) and (B) above, on the Completion Date; (B) in the case of the commitment fee payable pursuant to paragraph (i)(C) above, quarterly in arrear and on the last day of the Availability Period for the relevant Term Facility; and (C) in any event, on the cancelled amount of the relevant Lender’s Commitment for the relevant Term Facility at the time the cancellation is effective or if later, the Completion Date. (c) The commitment fees payable under this Clause 10.1 (Commitment Fees) will each accrue from day to day and will be calculated on the basis of a 360 day year and the actual number of days elapsed“Applicable Percentage” herein. No Accrued commitment fees shall be payable in arrears on the event last day of each fiscal quarter of the Borrower and on the Commitment Termination Date, commencing on the first such date after the Closing Date; provided that any commitment fees accruing after the Completion Commitment Termination Date does shall be payable on demand. For purposes of computing commitment fees with respect to the Revolving Commitments, the Revolving Commitment of each Lender shall be deemed used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (but outstanding Swingline Loans shall not occurbe deemed usage of the Revolving Commitment of each Lender).

Commitment Fees. The Company agrees to pay (ai) Bidco will pay or procure the payment by the Borrowers to the Facility Administrative Agent for the account of Lenders of each Facility A Lender a commitment fee on the Revolving Facility and the Bonding Facility which will: (i) be computed Commitment Fee, at the a rate which is the lower of (A) 0.75% per annum and (B) 50% of equal to the applicable MarginApplicable Commitment Fee Rate for Facility A, on the daily, undrawn, uncancelled amount daily average of the total Revolving Commitments or the total Bonding Commitments (as the case may be) such Facility A Lender's Unused Commitment for Facility A from the Completion date hereof to and including the Facility A Termination Date, payable in arrears on each Quarterly Payment Date until and on the last day of the Availability Period in respect of the Revolving Facility or the Bonding Facility (as the case may be); and A Termination Date and (ii) be payable quarterly in arrears and on the Revolving Facility Maturity Date or the Bonding Facility Maturity Date (as the case may be) and the cancelled amount of the relevant Lender’s Revolving Commitment or Bonding Commitment (as the case may be) at the time cancellation is effective. (b) Bidco will pay or procure the payment by the Borrowers to the Facility Administrative Agent for the account of the Lenders of each Facility B Revolver Lender a commitment fee on the Term Facilities which will: (i) be computed as follows: (A) subject to paragraph (B) below, for the period commencing on the earlier of (1) the date on which all the conditions precedent referred to in Clause 4.1 (Initial Conditions Precedent) other than the condition set out in paragraph 11 (Consents and Filings) of Part B of Schedule 3 (Acquisition Documentary Conditions Precedent) have been satisfied and (2) 30 September 2005 and ending on the Completion Date at the rate of 0.50% per annum; (B) if the Completion Date has not occurred by 30 September 2005, for the period commencing from 30 September 2005 and ending on the Completion DateCommitment Fee, at a rate per annum equal to the rate of 50% of the applicable Margin; and (C) Applicable Commitment Fee Rate for the period commencing from the Completion Date and ending on the last day of the Availability Period for the relevant Term Facility, at the rate of 0.50% per annum, in each caseFacility B, on the dailydaily average of such Facility B Revolver Lender's Unused Commitment for Facility B from the date hereof to and including the Facility B Termination Date, undrawn, uncancelled amount of the total Commitments for the relevant Term Facility; and (ii) be payable as follows: (A) in the case of the commitment fees payable pursuant to paragraphs (i)(A) and (B) above, arrears on the Completion Date; (B) in the case of the commitment fee payable pursuant to paragraph (i)(C) above, quarterly in arrear each Quarterly Payment Date and on the last day Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination of the Availability Period for obligations of the relevant Term Facility; and (C) in any eventFacility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the cancelled amount effective date of the relevant Lender’s Commitment for the relevant Term any termination of its obligations to make Facility at the time the cancellation is effective or if later, the Completion Date. (c) B Revolver Loans hereunder. The commitment fees payable under this Clause 10.1 (Commitment Fees) will each accrue from day to day and will Section 2.07, once paid, shall not be calculated on the basis of a 360 day year and the actual number of days elapsed. No commitment fees shall be payable in the event that the Completion Date does not occurrefundable for any reason.

Commitment Fees. (a) Bidco will The Borrower agrees to pay or procure the payment by the Borrowers to the Facility Administrative Agent the following commitment commission (each a “Commitment Fee”): (i) for the account of Lenders of each Tranche A Lender, a commitment fee for the Tranche A Construction Loan Availability Period, computed at a rate equal to 0.75% per annum on the Revolving daily average amount of the Unutilized Commitment of such Lender in respect of the Tranche A Construction Facility during such period, commencing on the date hereof and payable in arrears on (A) each Semi-Annual Date and (B) the Bonding Facility which will:last day of the Tranche A Construction Loan Availability Period; (iii) be for the account of each Tranche B Lender, a commitment fee for the Tranche B Construction Loan Availability Period, computed at a rate equal to 0.75% (iii) for the rate which is account of the lower Revolver Lenders, a commitment fee for the Revolving Loan Availability Period equal to the sum of (Ax) 0.75% per annum and (B) 50% of the applicable Margin, on the daily, undrawn, uncancelled amount daily average Unutilized Commitment of the total Revolving Commitments or the total Bonding Commitments (as the case may be) from the Completion Date until the last day of the Availability Period such Lender in respect of the Revolving Facility or plus (y) prior to the Bonding Facility (as Term Conversion Date, 0.50% per annum on daily average Unavailable Commitment of such Lender in respect of the case may be); and (ii) be Revolving Facility, in each case, commencing on the date hereof and payable quarterly in arrears and on the Revolving Facility Maturity Date or the Bonding Facility Maturity Date (as the case may be) and the cancelled amount of the relevant Lender’s Revolving Commitment or Bonding Commitment (as the case may be) at the time cancellation is effective. (b) Bidco will pay or procure the payment by the Borrowers to the Facility Agent for the account of the Lenders of a commitment fee on the Term Facilities which will: (i) be computed as follows: (A) subject to paragraph each Semi-Annual Date and (B) below, for the period commencing on the earlier of (1) the date on which all the conditions precedent referred to in Clause 4.1 (Initial Conditions Precedent) other than the condition set out in paragraph 11 (Consents and Filings) of Part B of Schedule 3 (Acquisition Documentary Conditions Precedent) have been satisfied and (2) 30 September 2005 and ending on the Completion Date at the rate of 0.50% per annum; (B) if the Completion Date has not occurred by 30 September 2005, for the period commencing from 30 September 2005 and ending on the Completion Date, at the rate of 50% of the applicable Margin; and (C) for the period commencing from the Completion Date and ending on the last day of the Revolver Availability Period for the relevant Term Facility, at the rate of 0.50% per annum, in each case, on the daily, undrawn, uncancelled amount of the total Commitments for the relevant Term Facility; and (ii) be payable as follows: (A) in the case of the commitment fees payable pursuant to paragraphs (i)(A) and (B) above, on the Completion Date; (B) in the case of the commitment fee payable pursuant to paragraph (i)(C) above, quarterly in arrear and on the last day of the Availability Period for the relevant Term Facility; and (C) in any event, on the cancelled amount of the relevant Lender’s Commitment for the relevant Term Facility at the time the cancellation is effective or if later, the Completion DatePeriod. (c) The commitment fees payable under this Clause 10.1 (Commitment Fees) will each accrue from day to day and will be calculated on the basis of a 360 day year and the actual number of days elapsed. No commitment fees shall be payable in the event that the Completion Date does not occur.

Commitment Fees. The Borrower shall pay to: (a) Bidco will pay or procure the payment by the Borrowers to the Facility Agent for the account of Tranche A Lenders of a commitment fee on (the Revolving Facility and the Bonding Facility which will: (iTranche A Commitment Fee ) be computed at the rate which is the lower of (A) 0.75% per annum and (B) 50% of the applicable Margin, on the daily, undrawn, uncancelled amount of the total Revolving Commitments or the total Bonding Commitments (as the case may be) from the Completion Date until the last day of the Availability Period in respect of the Revolving Facility or the Bonding Facility (as the case may be); and (ii) be payable quarterly in arrears and on the Revolving Facility Maturity Date or the Bonding Facility Maturity Date (as the case may be) and the cancelled amount of the relevant Lender’s Revolving Commitment or Bonding Commitment (as the case may be) at the time cancellation is effective. (b) Bidco will pay or procure the payment by the Borrowers to the Facility Agent for the account of the Lenders of a commitment fee on the Term Facilities which will: (i) be computed as follows: (A) subject to paragraph (B) below, for the period commencing on the Effective Date to the Termination Date or the earlier date of termination of the Tranche A Commitment, computed (1) the date on which all the conditions precedent referred to in Clause 4.1 (Initial Conditions Precedent) other than the condition set out in paragraph 11 (Consents and Filings) of Part B of Schedule 3 (Acquisition Documentary Conditions Precedent) have been satisfied and (2) 30 September 2005 and ending on the Completion Date basis of the actual number of days elapsed over a year of 360 days) at the rate of 0.50% one percent (1.0%) per annum; (B) if the Completion Date has not occurred by 30 September 2005, for the period commencing from 30 September 2005 and ending annum on the Completion Dateaverage daily Unused Total Tranche A Commitment. The Tranche A Commitment Fee, at to the rate extent then accrued, shall be payable (x) monthly, in arrears, on the last calendar day of 50% each month, (y) on the Termination Date and (z) as provided in Section 2.12 hereof, upon any reduction or termination in whole or in part of the applicable MarginTotal Tranche A Commitment; and (Cb) subject to entry by the Bankruptcy Court of the Supplemental Approval Order, the Tranche C Lenders holding Subsequent Tranche C Commitments a commitment fee (the Tranche C Commitment Fee ) for the period commencing from the Completion Date and ending on the last day Effective Date to the Subsequent Tranche C Commitment Termination Date or the earlier date of termination of the Availability Period for the relevant Term FacilitySubsequent Tranche C Commitment, at the rate of 0.50% per annum, in each case, on the daily, undrawn, uncancelled amount of the total Commitments for the relevant Term Facility; and computed (ii) be payable as follows: (A) in the case of the commitment fees payable pursuant to paragraphs (i)(A) and (B) above, on the Completion Date; (B) in the case of the commitment fee payable pursuant to paragraph (i)(C) above, quarterly in arrear and on the last day of the Availability Period for the relevant Term Facility; and (C) in any event, on the cancelled amount of the relevant Lender’s Commitment for the relevant Term Facility at the time the cancellation is effective or if later, the Completion Date. (c) The commitment fees payable under this Clause 10.1 (Commitment Fees) will each accrue from day to day and will be calculated on the basis of a 360 day year and the actual number of days elapsedelapsed over a year of 360 days) at the rate of two and five-eighths percent (2.625%) per annum on the Subsequent Tranche C Commitment. No commitment fees The Tranche C Commitment Fee, to the extent then accrued and approved by the Bankruptcy Court as set forth in the Supplemental Approval Order, shall be payable (x) on the funding date of the Subsequent Tranche C Loan and (y) as provided in Section 2.12 hereof, upon any reduction or termination in whole or in part of the event that the Completion Date does not occurTotal Subsequent Tranche C Commitment.