Common use of Commitment Fees Clause in Contracts

Commitment Fees. Company agrees to pay to Administrative Agent, for distribution to each Revolving Lender in proportion to that ▇▇▇▇▇▇'s Pro Rata Share, commitment fees for the period from and including _____________, ____ to and excluding the Closing Date equal to the Revolving Loan Commitment Amount multiplied by ______ of 1% 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 on the Closing Date. In addition, Company agrees to pay to Administrative Agent, for distribution to each Revolving Lender in proportion to that ▇▇▇▇▇▇'s Pro Rata Share, commitment fees for the period from and including the Closing Date to and excluding the Revolving Loan Commitment Termination Date equal to the average of the daily excess of the Revolving Loan Commitment Amount over the aggregate principal amount of outstanding Revolving Loans multiplied by _____ of 1% 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 [March 15, June 15, September 15 and December 15 of each year], commencing on the first such date to occur after the Closing Date, and on the Revolving Loan Commitment Termination Date. Upon delivery of the Pricing Certificate by Company to Administrative Agent pursuant to subsection 6.1(d), the applicable commitment fee percentage shall automatically be adjusted in accordance with such Pricing Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Pricing Certificate; provided that, for the period commencing on the Business Day following the date that is six months after the Closing Date, the applicable commitment fee percentage shall be determined by reference to the Pricing Certificate most recently received by Administrative Agent and provided further that if at any time a Pricing Certificate is not delivered at the time required pursuant to subsection 6.1(d), from the time such Pricing Certificate was required to be delivered until delivery of such Pricing Certificate, the applicable commitment fee percentage shall be the maximum percentage amount set forth above.

Commitment Fees. Company agrees to pay to Administrative Agent, for distribution to each Revolving Lender in proportion to that ▇▇▇▇▇▇'s Lender’s Pro Rata ShareShare of the Revolving Loan Commitments, commitment fees for the period from and including _____________, ____ to and excluding the Closing Date equal to the Revolving Loan Commitment Amount multiplied by ______ of 1% per annum, such commitment fees to be calculated on the basis of a 360-each day year and the actual number of days elapsed and to be payable on the Closing Date. In addition, Company agrees to pay to Administrative Agent, for distribution to each Revolving Lender in proportion to that ▇▇▇▇▇▇'s Pro Rata Share, commitment fees for during the period from and including the Second Lien Facility Closing Date to and excluding the Revolving Loan Commitment Termination Date equal to (or, if earlier, the average date of the daily excess termination of the Revolving Loan Commitment Amount Commitments in their entirety) on the excess on such day of the Revolving Loan Commitments over the sum of (i) the aggregate principal amount of outstanding Revolving Loans multiplied by _____ on such day plus (ii) the Letter of 1Credit Usage (but not including any outstanding Swing Line Loans) on such day at a rate per annum equal to the commitment fee percentage set forth below opposite the Consolidated Leverage Ratio as set forth in the most recent Margin Determination Certificate delivered pursuant to subsection 6.1(iv), depending on utilization of the Revolving Loan Commitments (i.e., if the Total Utilization of Revolving Loan Commitments exceeds 50% of the Revolving Loan Commitments as of any date, the commitment fee percentage will be the lower of the two rates per annum, annum set forth below opposite the relevant Consolidated Leverage Ratio): Greater than or equal to 5.00:1.00 1.50 % 1.25 % Greater than or equal to 4.00:1.00 but less than 5.00:1.00 1.375 % 1.125 % Greater than or equal to 3.00:1.00 but less than 4.00:1.00 1.30 % 1.05 % Less than 3.00:1.00 1.25 % 1.00 % 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 15, June 15, September 15 and December 15 each Quarterly Date of each year], commencing on the first such date to occur after the Second Lien Facility Closing Date, and on the Revolving Loan Commitment Termination Date. Upon delivery of the Pricing Certificate by Company to Administrative Agent pursuant to subsection 6.1(d), Changes in the applicable commitment fee percentage rate for Revolving Loan Commitments resulting from a change in the Consolidated Leverage Ratio shall automatically be adjusted become effective as provided in subsection 2.3C. In the event that Company fails to deliver a Margin Determination Certificate timely in accordance with such Pricing Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent provisions of such Pricing Certificate; provided that, for the period commencing on the Business Day following the date that is six months after the Closing Date, the applicable commitment fee percentage shall be determined by reference to the Pricing Certificate most recently received by Administrative Agent and provided further that if at any time a Pricing Certificate is not delivered at the time required pursuant to subsection 6.1(d6.1(iv), from the time such Pricing Margin Determination Certificate was required to be delivered until delivery of such Pricing Certificatedate as such a Margin Determination Certificate is actually delivered, the applicable commitment fee percentage shall be the maximum percentage amount set forth aboveabove per annum. Commitment Fees for periods prior to the Second Lien Facility Closing Date shall accrue as provided in this Agreement as in effect prior to the Second Lien Facility Closing Date.”

Commitment Fees. Company agrees to pay to Administrative Agent, for distribution to each Revolving Lender in proportion to that ▇▇▇▇▇▇'s Pro Rata Share, commitment fees for the period from and including _____________, ____ to and excluding the Closing Date equal to the Revolving Loan Commitment Amount multiplied by ______ of 1% 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 on the Closing Date. In addition, Company agrees to pay to Administrative Agent, for distribution to each Revolving Lender in proportion to that ▇▇▇▇▇▇'s Lender’s Pro Rata Share, commitment fees for the period from and including the Closing Date to and excluding the Revolving Loan Commitment Termination Date equal to the average of the daily excess of the Revolving Loan Commitment Amount over the sum of (i) the aggregate principal amount of outstanding Revolving Loans (but not any outstanding Swing Line Loans) plus (ii) the Revolving Letter of Credit Usage multiplied by _____ of 1% a rate per annumannum equal to the percentage set forth in the table below opposite the Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Pricing Certificate has been delivered pursuant to subsection 6.1(iv): , such commitment fees to be calculated on the basis of a 360365/366-day year and the actual number of days elapsed and to be payable quarterly in arrears on [March 15, June 15, September 15 and December 15 the last Business Day of each year]of each Fiscal Quarter of each Fiscal Year, commencing on the first such date to occur after the Closing DateDecember 28, 2007, and on the Revolving Loan Commitment Termination Date; provided that until the delivery of the first Pricing Certificate after the six-month anniversary of the Closing Date, the applicable commitment fee percentage shall be 0.375% per annum. Upon delivery of the Pricing Certificate by Company to Administrative Agent pursuant to subsection 6.1(d6.1(iv), the applicable commitment fee percentage shall automatically be adjusted in accordance with such Pricing Certificateadjusted, such adjustment to become effective on the next third succeeding Business Day following the receipt by Administrative Agent of such Pricing Certificate; provided that, for the period commencing on the Business Day following the date that is six months after the Closing Date, the applicable commitment fee percentage shall be determined by reference to the Pricing Certificate most recently received by Administrative Agent and provided further that if at any time a Pricing Certificate is not delivered at the time required pursuant to subsection 6.1(d6.1(iv), from the time such Pricing Certificate was required to be delivered until delivery of such Pricing Certificate, the applicable commitment fee percentage shall be the maximum percentage amount set forth above.

Commitment Fees. Company agrees to pay to Administrative Agent, for distribution to each Revolving Lender in proportion to that ▇▇▇▇▇▇'s Pro Rata Share, commitment fees for During the period from and including _____________, ____ ---------------- the date of execution and delivery of this Agreement to and but excluding the Closing Date equal to last day of the Revolving Loan Commitment Amount multiplied by ______ of 1% per annumAvailability Period, 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 on the Closing Date. In addition, Company agrees to Borrower shall pay to Administrative Agent, the Agent for distribution to each Revolving Lender the account of the Lenders ratably in proportion to that ▇▇▇▇▇▇'s Pro Rata Sharetheir Revolving Loan Commitments a commitment fee at the applicable rate specified below on the daily average amount by which the aggregate amount of the Revolving Loan Commitments exceeds the sum of the Letter of Credit Exposure and the aggregate outstanding principal amount of the Revolving Loans. Such commitment fee shall accrue at the rate of (i) 0.25% per annum during any Level I Pricing Period, (ii) 0.30% per annum during any Level II Pricing Period, (iii) 0.375% per annum during any Level III Pricing Period or Level IV Pricing Period or (iv) 0.4375% during any Level V Pricing Period. If the rate at which the commitment fees fee accrues shall change, the daily average amount referred to above shall be determined separately for the periods before and after such change. During the period from and including the Closing Date date of execution and delivery of this Agreement to and but excluding the Revolving Loan Commitment Termination Effective Date equal or earlier termination of the Term Commitments, the Borrower shall pay to the average Agent for the account of the daily excess Lenders ratably in proportion to their Term Commitments a commitment fee at the rate of 0.50% per annum on the amount of their respective Term Commitments. All such commitment fees shall accrue from and including the date of execution and delivery of this Agreement to but excluding, in the case of the Term Commitments, the Effective Date or earlier termination of the Term Commitments, or, in the case of the Revolving Loan Commitment Amount over Commitments, the aggregate principal amount last day of outstanding Revolving Loans multiplied by _____ of 1% 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 [March 15, June 15, September 15 and December 15 of each year], commencing on the first such date to occur after the Closing Date, and on the Revolving Loan Commitment Termination DateAvailability Period. Upon delivery Accrued commitment fees under this paragraph shall be calculated by the Agent as of the Pricing Certificate Effective Date, as of each Quarterly Payment Date and as of the date of termination of the Revolving Loan Commitments in their entirety. The Agent shall make such calculation and notify the Borrower of the amount so calculated within three Domestic Business Days after each date as of which such calculation is so required, and such fees shall be payable by Company to Administrative Agent pursuant to subsection 6.1(d), the applicable commitment fee percentage shall automatically be adjusted in accordance with such Pricing Certificate, such adjustment to become effective on the next succeeding Business Day following the Borrower upon receipt by Administrative Agent of such Pricing Certificate; provided thatnotice, for except that commitment fees accrued prior to the period commencing on Effective Date or any earlier termination of the Business Day following the date that is six months after the Closing Date, the applicable commitment fee percentage Commitments shall be determined by reference to the Pricing Certificate most recently received by Administrative Agent and provided further that if at any time a Pricing Certificate is not delivered at the time required pursuant to subsection 6.1(d), from the time payable on such Pricing Certificate was required to be delivered until delivery of such Pricing Certificate, the applicable commitment fee percentage shall be the maximum percentage amount set forth abovedate.

Commitment Fees. (i) Company agrees to pay to Administrative Agent, for distribution to each Lender having a Series A Revolving Lender Loan Commitment in proportion to that ▇▇▇▇▇▇'s Pro Rata Share, commitment fees for the period from and including _____________, ____ to and excluding the Closing Date equal to the Revolving Loan Commitment Amount multiplied by ______ of 1% 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 on the Closing Date. In addition, Company agrees to pay to Administrative Agent, for distribution to each Revolving Lender in proportion to that ▇▇▇▇▇▇Lender's Pro Rata Share, commitment fees for the period from and including the Closing Date to and excluding the Revolving Loan Commitment Termination Maturity Date equal to the average of the daily excess of the Series A Revolving Loan Commitment Amount Commitments over the sum of the aggregate principal amount of outstanding Series A Revolving Loans (but not any outstanding Swing Line Loans) multiplied by _____ of 1% the Applicable Commitment Fee Percentage 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 [March 1531, June 1530, September 15 30 and December 15 31 of each year], commencing on the first such date to occur after the Closing Date, and ending on the Revolving Maturity Date. (ii) Company agrees to pay to Administrative Agent, for distribution to each Lender having a Series B Term Loan Commitment Termination Date. Upon delivery of the Pricing Certificate by Company in proportion to Administrative Agent pursuant to subsection 6.1(d)that Lender's Pro Rata Share, the applicable commitment fee percentage shall automatically be adjusted in accordance with such Pricing Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Pricing Certificate; provided that, fees for the period from and including the Closing Date to and excluding the Maturity Date equal to the average of the daily excess of the Series B Term Loan Commitments over the sum of the aggregate principal amount of outstanding Series B Term Loans multiplied by the Applicable Commitment Fee Percentage 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 March 31, June 30, September 30 and December 31 of each year, commencing on the Business Day following the first such date that is six months to occur after the Closing Date, and ending on the Maturity Date. (iii) Company agrees to pay to Administrative Agent, for distribution to each Lender having an Incremental Facility Commitment, if any, in proportion to that Lender's Pro Rata Share, commitment fees for the period from and including the applicable commitment fee percentage shall be determined by reference Incremental Facility Commitment Date to and excluding the termination date for the Incremental Facility Commitments equal to the Pricing Certificate most recently received average of the daily excess of the Incremental Facility Commitments over the aggregate principal amount of Incremental Loans outstanding, multiplied by Administrative Agent and provided further that if at any time a Pricing Certificate is not delivered at (b) the time required pursuant to subsection 6.1(d)Applicable Commitment Fee Percentage per annum specified in the Incremental Facility Supplement, from the time such Pricing Certificate was required commitment fees to be delivered until delivery 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, June 30, September 30 and December 31 of each year, commencing on the first such Pricing Certificatedate to occur after the Incremental Facility Commitment Date, and ending on the applicable commitment fee percentage shall be date of termination of the maximum percentage amount set forth aboveIncremental Facility Commitments.

Commitment Fees. Company agrees Borrowers agree to pay to Administrative DIP Agent, for distribution to each Revolving DIP Lender in proportion to that ▇▇▇▇▇▇DIP Lender's Pro Rata ShareShare of the Revolving A DIP Loan Commitments, commitment fees for the period from and including _____________, ____ the date on which the Court signs the Interim Borrowing Order or if there is no Interim Borrowing Order on the date the Court signs the Final Borrowing Order to and excluding the Closing Commitment Termination Date in an amount equal to the average of the daily excess of the applicable Revolving A DIP Loan Commitment Amount Commitments over the Total Utilization of Revolving A DIP Loan Commitments (the "Unused Portion") multiplied by ______ the following percentage based on the Total Utilization of 1the Revolving A DIP Loan Commitments (such percentage being the "Commitment Fee Percentage"): <30% per annum, such of Revolving A DIP Loan Commitments 1.00% =30% - <60% of Revolving A DIP Loan Commitments .75% =60% of Revolving A DIP Loan Commitments .50% Such commitment fees to shall be calculated on the basis of a 360-day year and the actual number of days elapsed and to be payable on the Closing Date. In addition, Company agrees to pay to Administrative Agent, for distribution to each Revolving Lender in proportion to that ▇▇▇▇▇▇'s Pro Rata Share, commitment fees for the period from and including the Closing Date to and excluding the Revolving Loan Commitment Termination Date equal to the average of the daily excess of the Revolving Loan Commitment Amount over the aggregate principal amount of outstanding Revolving Loans multiplied by _____ of 1% 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 monthly in arrears on [March 15, June 15, September 15 and December 15 the last Business Day of each year], month commencing on the first such date to occur after the Closing Date, date on which the Court signs the Interim Borrowing Order or if there is not Interim Borrowing Order on the date the Court signs the Final Borrowing Order and on the Revolving Loan Commitment Termination Date. Upon delivery of the Pricing Certificate by Company to Administrative Agent pursuant to subsection 6.1(d), the applicable commitment fee percentage shall automatically be adjusted in accordance with such Pricing Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Pricing Certificate; provided that, for the period commencing on the Business Day following the date that is six months after the Closing Date, the applicable commitment fee percentage shall be determined by reference to the Pricing Certificate most recently received by Administrative Agent and provided further that if at any time a Pricing Certificate is not delivered at the time required pursuant to subsection 6.1(d), from the time such Pricing Certificate was required to be delivered until delivery of such Pricing Certificate, the applicable commitment fee percentage shall be the maximum percentage amount set forth above.

Commitment Fees. Company agrees to pay to Administrative AgentAgent in Dollars, for distribution to each Revolving Lender in proportion to that ▇▇▇▇▇▇Lender's Pro Rata Share, commitment fees for the period from and including _____________, ____ to and excluding the Closing Date equal to the Revolving Loan Commitment Amount multiplied by ______ of 1% 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 on the Closing Date. In addition, Company agrees to pay to Administrative Agent, for distribution to each Revolving Lender in proportion to that ▇▇▇▇▇▇'s Pro Rata Share, (i) commitment fees for the period from and including the Closing Date to and excluding the Revolving Loan Commitment Termination Date equal to the average of the daily excess of the Revolving Loan Commitment Amount Commitments over the sum of the Dollar Equivalent of (a) the aggregate principal amount of outstanding Revolving Loans and Swing Line Loans plus (b) the Letter of Credit Usage and ---- (ii) commitment fees for the period from and including the Closing Date to and excluding the Merger Date equal to the excess of the Tranche A Term Loan Commitment over the aggregate principal amount of outstanding Tranche A Term Loans, in each case, multiplied by _____ of 1(a) for the period from and including the ------------- Closing Date to and excluding the date on which Administrative Agent receives a Compliance Certificate pursuant to subsection 6.1(iii) for the Fiscal Quarter ended July 31, 2000, 0.50% per annumand (b) thereafter, such the appropriate Applicable Commitment Fee Percentage. Such commitment fees to shall be calculated on the basis of a 360365-day year or 366-day year, as the case may be, and the actual number of days elapsed and to shall be payable quarterly in arrears on [March 15the last Business Day of January, June 15April, September 15 July and December 15 October of each year], commencing on the first such date to occur after the Closing Date, on the Merger Date and on the Revolving Loan Commitment Termination Date. Upon For purposes of calculating the commitment fees, the aggregate principal amount of the Revolving Sterling Loans (but not any outstanding Swing Line Loans) shall be recalculated in accordance with subsection 2.4D(i) on the last Business Day of each calendar month and on the Funding Date for any Revolving Sterling Loan. Except as provided in the immediately preceding paragraph, the Applicable Commitment Fee Percentage shall be determined on the first day of the calendar month following the delivery of each Compliance Certificate pursuant to subsection 6.1(iii), commencing with the Compliance Certificate for the Fiscal Quarter ended July 31, 2000, by reference to such Compliance Certificate (without regard to any subsequent corrections to reflect year-end audit adjustments). The Applicable Commitment Fee Percentage so determined shall apply for the period from and including the date of determination to and excluding the first day of the calendar month following the delivery of the Pricing next Compliance Certificate; provided, however, that (1) if the Company fails to -------- ------- deliver any Compliance Certificate by Company to Administrative Agent in a timely manner pursuant to subsection 6.1(d6.1(iii), or (2) upon the applicable commitment fee occurrence and during the continuation of any Event of Default, the highest percentage per annum set forth in the definition of the Applicable Commitment Fee Percentage shall automatically be adjusted in accordance with such Pricing Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Pricing Certificate; provided that, apply for the period commencing on from and including the Business Day first day of the calendar month following the date that is six months after the Closing Date, the applicable commitment fee percentage shall be determined by reference to the Pricing Certificate most recently received by Administrative Agent and provided further that if at any time a Pricing Certificate is not delivered at the time required pursuant to subsection 6.1(d), from the time on which such Pricing Compliance Certificate was required to be delivered until delivery to and excluding the date on which Administrative Agent receives such Compliance Certificate or during the continuation of such Pricing CertificateEvent of Default, as the applicable commitment fee percentage shall be the maximum percentage amount set forth abovecase may be.

Commitment Fees. Company The Borrower agrees to pay to Administrative the Agent, for distribution to each Revolving Lender the benefit of the Banks in proportion to that ▇▇▇▇▇▇'s their respective Pro Rata Share, commitment fees for the period from and including _____________, ____ to and excluding the Closing Date equal to the Revolving Loan Commitment Amount multiplied by ______ of 1% 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 on the Closing Date. In addition, Company agrees to pay to Administrative Agent, for distribution to each Revolving Lender in proportion to that ▇▇▇▇▇▇'s Pro Rata ShareShares, commitment fees for the period from and including the Closing Date to and excluding the Revolving Loan Commitment Termination Date Date, equal to the average of the daily excess of the Revolving Loan Commitment Amount Commitments, as the same may have been reduced pursuant to Section 2.4C hereof, over the aggregate principal amount of outstanding Revolving Loans outstanding plus the Letter of Credit Usage multiplied by _____ of 1% per annum, such the Applicable Commitment Fee Percentage. All commitment fees to under this Section 2.3B shall be calculated on the basis of a 360-day year and the actual number of days elapsed and to shall be payable quarterly in arrears on [March 15, June 15, September 15 in accordance with the invoices therefor submitted by the Agent to the Borrower. Any reductions in the amounts available for borrowing under the Revolving Loan Commitments arising from the operation of the limitation set forth in the second paragraph of Section 2.1A hereof shall not constitute usages of Revolving Loan Commitments for purposes of this Section 2.3B and December 15 shall not reduce the amount of the commitment fees payable by the Borrower under this Section 2.3B. On each year]Pricing Level Calculation Date, commencing on with the first such date to occur after the Closing Date, and the Applicable Commitment Fee Percentage in effect for the Pricing Period commencing on the Revolving Loan Commitment Termination day immediately succeeding such Pricing Level Calculation Date. Upon delivery , and continuing for the term of the Pricing Certificate by Company to Administrative Agent pursuant to subsection 6.1(d), Period that begins on the applicable commitment fee percentage shall automatically be adjusted in accordance with day immediately succeeding such Pricing Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Pricing Certificate; provided that, for the period commencing on the Business Day following the date that is six months after the Closing Date, the applicable commitment fee percentage Level Calculation Date shall be determined by reference the Applicable Commitment Fee Percentage corresponding to the Pricing Certificate most recently received by Administrative Agent and provided further that if at any time a Pricing Certificate is not delivered at the time required pursuant to subsection 6.1(d), from the time Level in effect for such Pricing Certificate was required to be delivered until delivery of such Period, as follows: Applicable Commitment Pricing Certificate, the applicable commitment fee percentage shall be the maximum percentage amount set forth above.Level Fee Percentage ------------- -------------- Pricing Level I .125% Pricing Level II .15% Pricing Level III .175% Pricing Level IV .20%

Commitment Fees. Company agrees to pay to Administrative Agent, for distribution to each Revolving Lender in proportion to that ▇▇▇▇▇▇'s Pro Rata Share, commitment fees for the period from and including _____________, ____ to and excluding the Closing Date equal to the Revolving Loan Commitment Amount multiplied by ______ of 1% 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 on the Closing Date. In addition, Company agrees to pay to Administrative Agent, for distribution to each Revolving Lender in proportion to that ▇▇▇▇▇▇Lender's Pro Rata Share, commitment fees for the period from and including the Closing Date to and excluding the Revolving Loan Commitment Termination Date equal to the average of the daily excess of the Revolving Loan Commitment Amount Commitments over the sum of (i) the aggregate principal amount of outstanding Revolving Loans plus (ii) the Letter of Credit Usage multiplied by _____ of 1% per annum(a) for the period from and including the Closing Date to and excluding the date on which Administrative Agent receives a Compliance Certificate pursuant to subsection 6.1(iii) for the Fiscal Year ended October 31, such 1997, the Applicable Commitment Fee Percentage determined by reference to the Leverage Ratio set forth in the Closing Date Compliance Certificate delivered by Company pursuant to subsection 4.1E and (b) thereafter, the Applicable Commitment Fee Percentage. Such commitment fees to shall be calculated on the basis of a 360365-day year or 366-day year, as the case may be, and the actual number of days elapsed and to shall be payable quarterly in arrears on [March 15the last Business Day of January, June 15April, September 15 July and December 15 October of each year], commencing on the first such date to occur after the Closing Date, and on the Revolving Loan Commitment Termination Date. Upon Except as provided in the immediately preceding paragraph, the Applicable Commitment Fee Percentage shall be determined on the first day of the calendar month following the delivery of each Compliance Certificate pursuant to subsection 6.1(iii), commencing with the Compliance Certificate for the Fiscal Year ended October 31, 1997, by reference to such Compliance Certificate (without regard to any subsequent corrections to reflect year-end audit adjustments). The Applicable Commitment Fee Percentage shall apply for the period from and including the date of determination to and excluding the first day of the calendar month following the delivery of the Pricing next Compliance Certificate; provided, however, that (1) if the Company fails to deliver any Compliance Certificate by Company to Administrative Agent in a timely manner pursuant to subsection 6.1(d6.1(iii), or (2) upon the applicable commitment fee occurrence and during the continuation of any Event of Default, the highest percentage per annum set forth in the definition of Applicable Commitment Fee Percentage shall automatically be adjusted in accordance with such Pricing Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Pricing Certificate; provided that, apply for the period commencing on from and including the Business Day first day of the calendar month following the date that is six months after the Closing Date, the applicable commitment fee percentage shall be determined by reference to the Pricing Certificate most recently received by Administrative Agent and provided further that if at any time a Pricing Certificate is not delivered at the time required pursuant to subsection 6.1(d), from the time on which such Pricing Compliance Certificate was required to be delivered until delivery to and excluding the date on which Administrative Agent receives such Compliance Certificate or during the continuation of such Pricing CertificateEvent of Default, as the applicable commitment fee percentage shall be the maximum percentage amount set forth abovecase may be.

Commitment Fees. Company agrees to pay to Administrative Agent, . for distribution to each Revolving Lender in proportion to that ▇▇▇▇▇▇'s Pro Rata Share, commitment fees for the period from and including _____________, ____ to and excluding the Closing Date equal to the Revolving Loan Commitment Amount multiplied by ______ of 1% 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 on the Closing Date. In addition, Company agrees to pay to Administrative Agent, for distribution to each Revolving Lender in proportion to that ▇▇▇▇▇▇Lender's Pro Rata Share, commitment fees for the period from and including the Closing Date to and excluding the Revolving Loan Commitment Termination Date equal to the average of the daily excess of the Revolving Loan Commitment Amount Commitments over the aggregate principal amount sum of outstanding the Total Utilization of Revolving Loan Commitments attributable to both Borrower's Revolving Loans multiplied by _____ of 1the per annum commitment fee percentage set forth below opposite the Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Margin Determination Certificate has been delivered pursuant to subsection 6.1 (iv): Consolidated Leverage Commitment Fee Ratio Percentage --------------------- -------------- Greater than or equal to 3.0:1.00 0.50% per annum, less than 3.0:1.00 0.45% 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 15the last Business Day of each March, June 15June, September 15 and December 15 of each year], commencing on the first such date to occur after the Closing Date, and on the Revolving Loan Commitment Termination Date; provided, that for the first six months after the Closing Date the applicable commitment fee percentage shall be 0.50%. For purposes of determining the amount of Revolving Loans outstanding to determine the amount of the Commitment Fee, the amount of any Offshore Currency Loan shall be based on its Dollar Equivalent as of the most recent Computation Date. Upon delivery of the Pricing Margin Determination Certificate by Company to Administrative Agent pursuant to subsection 6.1(d6.1 (iv), the applicable commitment fee percentage shall automatically be adjusted in accordance with such Pricing Margin Determination Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Pricing Margin Determination Certificate; provided that, that for the period commencing on the Business Day following the date that is six months after the Closing Date, the applicable commitment fee percentage shall be determined by reference to the Pricing Margin Determination Certificate most recently received by Administrative Agent and provided further that if at any time in the event that Company fails to deliver a Pricing Margin Determination Certificate is not delivered at timely in accordance with the time required pursuant to provisions of subsection 6.1(d6.1(iv), from the time such Pricing Margin Determination Certificate was required to be should have been delivered until delivery of such Pricing Certificatedate as such a Margin Determination Certificate is actually delivered, the applicable commitment fee percentage shall be the maximum percentage amount set forth aboveabove per annum.

Commitment Fees. Company agrees to The Borrower shall pay to the Administrative Agent, Agent for distribution to the account of each Revolving Lender the following: (i) in proportion to that ▇▇▇▇▇▇'s accordance with its Pro Rata Share, Share (based on its Revolving Commitment as a percentage of the Aggregate Revolving Commitment) a Revolver Facility commitment fees for fee equal to one half percent (0.5%) per annum times the period actual daily amount by which the Aggregate Revolving Commitment (subject to reduction pursuant to SECTION 2.05) exceeds the sum of (i) the Outstanding Amount of Revolving Loans PLUS (ii) the Outstanding Amount of L/C Obligations. The Revolver Facility commitment fee shall accrue at all times from and including _____________, ____ to and excluding the Closing Date equal to until the Revolving Loan Commitment Amount multiplied by ______ of 1% per annumMaturity Date, such commitment fees to shall be calculated on the basis of a 360-day year quarterly in arrears and the actual number of days elapsed shall be due and to be payable on the Closing Date. In addition, Company agrees to pay to Administrative Agent, for distribution to each Revolving Lender in proportion to that ▇▇▇▇▇▇'s Pro Rata Share, commitment fees for the period from and including the Closing Date to and excluding the Revolving Loan Commitment Termination Date equal to the average of the daily excess of the Revolving Loan Commitment Amount over the aggregate principal amount of outstanding Revolving Loans multiplied by _____ of 1% 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 [March 15the last Business Day of each March, June 15June, September 15 and December 15 of each year]December, commencing on with the first such date to occur after the Closing Date, and on the Revolving Loan Maturity Date. The Revolver Facility commitment fee shall accrue at all times, including at any time during which one or more of the conditions in ARTICLE IV is not met; and (ii) in accordance with its Pro Rata Share (based on its Acquisition Facility Commitment as a percentage of the Aggregate Acquisition Facility Commitment) an Acquisition Facility commitment fee equal to one half percent (0.5%) per annum times the actual daily amount by which the Aggregate Acquisition Facility Commitment (subject to reduction pursuant to SECTION 2.05) exceeds the Outstanding Amount of Acquisition Loans. The Acquisition Facility commitment fee shall accrue at all times from the Closing Date until the Acquisition Facility Drawdown Termination Date, and shall be due and payable on the Acquisition Facility Drawdown Termination Date. Upon delivery of the Pricing Certificate by Company to Administrative Agent pursuant to subsection 6.1(d), the applicable The Acquisition Facility commitment fee percentage shall automatically be adjusted in accordance with such Pricing Certificateaccrue at all times, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Pricing Certificate; provided that, for the period commencing on the Business Day following the date that is six months after the Closing Date, the applicable commitment fee percentage shall be determined by reference to the Pricing Certificate most recently received by Administrative Agent and provided further that if including at any time a Pricing Certificate during which one or more of the conditions in ARTICLE IV is not delivered at the time required pursuant to subsection 6.1(d), from the time such Pricing Certificate was required to be delivered until delivery of such Pricing Certificate, the applicable commitment fee percentage shall be the maximum percentage amount set forth abovemet.

Commitment Fees. Company Borrower agrees to pay to Administrative Agent, for distribution to each Revolving Lender in proportion to that ▇▇▇▇▇▇Lender's Pro Rata Share, commitment fees for the period from and including _____________, ____ to and excluding the Closing Date equal to Share of the Revolving Loan Commitment Amount multiplied by ______ of 1% 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 on the Closing Date. In addition, Company agrees to pay to Administrative Agent, for distribution to each Revolving Lender in proportion to that ▇▇▇▇▇▇'s Pro Rata ShareCommitments, commitment fees for the period from and including the Closing Effective Date to and excluding the Revolving Loan Commitment Termination Date equal to the average of the daily excess of the Revolving Loan Commitment Amount Commitments over the aggregate principal amount Total Utilization of outstanding Revolving Loans Loan Commitments multiplied ---------- by _____ of 1% per annumthe Commitment Fee Percentage, 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 15the last Business Day of each March, June 15June, September 15 and December 15 of each year], year commencing on the first such date to occur after the Closing Effective Date, and on the Revolving Loan Commitment Termination Date. Upon delivery of the Pricing Margin Determination Certificate by Company Borrower to Administrative Agent pursuant to subsection 6.1(d6.1(xix), the applicable commitment fee percentage Commitment Fee Percentage shall automatically be adjusted in accordance with such Pricing Margin Determination Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Pricing CertificateMargin Reset Date; provided that, for the period commencing on the Business Day following the date that is six months after the Closing Date, the applicable commitment fee percentage shall be determined by reference to the Pricing Certificate most recently received by Administrative Agent and provided further that if (1) at any time a Pricing Margin -------- Determination Certificate is not delivered at the time required pursuant to subsection 6.1(d6.1(xix), from the time such Pricing Margin Determination Certificate was required to be delivered until delivery of such Pricing Margin Determination Certificate, the applicable commitment fee percentage Commitment Fee Percentage shall be 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 maximum percentage 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, Lenders shall promptly reimburse Borrower an amount set forth aboveequal to such excess commitment fees to correct for such error.

Commitment Fees. Company (a) The Borrower agrees to pay to the Administrative Agent, for distribution to the pro rata account of each Lender with a Revolving Lender in proportion to that ▇▇▇▇▇▇'s Pro Rata ShareLoan Commitment, commitment fees for the period from and (including _____________, ____ to and excluding the Closing Date equal to any portion thereof when the Revolving Loan Commitment Amount multiplied Commitments are suspended by ______ reason of the Borrower's inability to satisfy any condition of Article V) (a) commencing on the Effective Date and continuing through March 31, 2001, a commitment fee at the rate of 1/2 of 1% per annum, such commitment fees to be calculated on the basis of a 360-day year and the actual number of days elapsed (b) thereafter and to be payable on the Closing Date. In addition, Company agrees to pay to Administrative Agent, for distribution to each Revolving Lender in proportion to that ▇▇▇▇▇▇'s Pro Rata Share, commitment fees for the period from and including the Closing Date to and excluding continuing through the Revolving Loan Commitment Termination Date Date, a commitment fee in an amount equal to the average Applicable Margin for Commitment Fees, in each case on such Lender's Percentage of the sum of the average daily excess undrawn and unused portion of the Revolving Loan Commitment Amount over the aggregate principal amount (net of outstanding Revolving Loans multiplied by _____ Letter of 1% per annum, such Credit Outstandings). Such commitment fees to be calculated on the basis of a 360-day year and the actual number of days elapsed and to shall be payable quarterly by the Borrower to the Administrative Agent for ratable distribution to each Lender with a Revolving Loan Commitment in cash in arrears on [March 15, June 15, September 15 the Closing Date (or the date the Commitments terminate or expire if the Closing Date does not occur) and December 15 of thereafter on each year]Quarterly Payment Date, commencing on with the first such date to occur after Quarterly Payment Date following the Closing Date, and on the Revolving Loan Commitment Termination Date. Upon delivery . (b) The Borrower agrees to pay to the Administrative Agent, for the pro rata account of the Pricing Certificate by Company to Administrative Agent pursuant to subsection 6.1(d), the applicable commitment fee percentage shall automatically be adjusted in accordance each Lender with such Pricing Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Pricing Certificate; provided thata Term Loan Commitment, for the period commencing on the Business Day following Effective Date and continuing through the Closing Date (or the date that is six months after the Commitments terminate or expire if the Closing DateDate does not occur), the applicable a commitment fee percentage at the rate of 1/2 of 1% per annum, on such Lender's Percentage of the Term Loan Commitment Amount. Such commitment fees shall be determined payable by reference the Borrower to the Pricing Certificate most recently received by Administrative Agent and provided further that for ratable distribution to each Lender with a Term Loan Commitment in full in cash on the Closing Date (or the date the Commitments terminate or expire if at any time a Pricing Certificate is the Closing Date does not delivered at the time required pursuant to subsection 6.1(doccur), from the time such Pricing Certificate was required to be delivered until delivery of such Pricing Certificate, the applicable commitment fee percentage shall be the maximum percentage amount set forth above.

Commitment Fees. Company agrees The Borrowers agree to pay to the Administrative Agent, for distribution to each (i) Revolving Loan Lender in proportion to that ▇▇▇▇▇▇'s Pro Rata Share, commitment fees for the period from and including _____________, ____ to and excluding the Closing Date equal to the Revolving Loan Commitment Amount multiplied by ______ of 1% 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 on the Closing Date. In addition, Company agrees to pay to Administrative Agent, for distribution to each Revolving Lender in proportion to that ▇▇▇▇▇▇Lender's Pro Rata Share, commitment fees for the period from and including the Closing Date to and excluding the Revolving Loan Commitment Termination Date equal to the average of the daily excess of the Revolving Loan Commitment Amount Commitments over the sum of (A) the aggregate principal amount of outstanding Revolving Loans but not the Letter of Credit Usage plus (B) the Letter of Credit Usage multiplied by _____ of 10.50% per annum, (ii) each Term A Loan Lender in proportion to that Lender's Pro Rata Share, commitment fees for the period from and including the Closing Date to and excluding the Term A Loan Commitment Termination Date equal to the average of the daily unused Term A Loan Commitments multiplied by 1.50% per annum, and (iii) each Term B Delayed Draw Loan Lender in proportion to that Lender's Pro Rata Share, commitment fees for the period from and including the Closing Date to and excluding the Term B Delayed Draw Loan Commitment Termination Date equal to the average of the daily unused Term B Delayed Draw Loan Commitments multiplied by 0.75% per annum, in each case 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 15, June 15, September 15 and December 15 of each year]Quarterly Payment Date, commencing on the first such date to occur after the Closing Date, and on the Revolving Loan Commitment Termination Date. Upon delivery of the Pricing Certificate by Company to Administrative Agent pursuant to subsection 6.1(d), the applicable commitment fee percentage shall automatically be adjusted in accordance with such Pricing Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Pricing Certificate; provided that, for the period commencing on the Business Day following the date that is six months after the Closing Term A Loan Commitment Termination Date, or the applicable commitment fee percentage shall be determined by reference to the Pricing Certificate most recently received by Administrative Agent and provided further that if at any time a Pricing Certificate is not delivered at the time required pursuant to subsection 6.1(d)Term B Delayed Draw Loan Commitment Termination Date, from the time such Pricing Certificate was required to be delivered until delivery of such Pricing Certificate, the applicable commitment fee percentage shall be the maximum percentage amount set forth aboveas applicable.

Commitment Fees. Company agrees to pay to Administrative Agent, for distribution to each Revolving Lender in proportion to that ▇▇▇▇▇▇'s Pro Rata Share, commitment fees for During the period from and including _____________, ____ ---------------- the date of execution and delivery of this Agreement to and but excluding the Closing Date equal to last day of the Revolving Loan Commitment Amount multiplied by ______ of 1% per annumAvailability Period, 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 on the Closing Date. In addition, Company agrees to Borrower shall pay to Administrative Agent, the Agent for distribution to each Revolving Lender the account of the Lenders ratably in proportion to that ▇▇▇▇▇▇'s Pro Rata Sharetheir Revolving Loan Commitments a commitment fee at the applicable rate specified below on the daily average amount by which the aggregate amount of the Revolving Loan Commitments exceeds the sum of the Letter of Credit Exposure and the aggregate outstanding principal amount of the Revolving Loans. Such commitment fee shall accrue at the rate of (i) 0.25% per annum during any Level I Pricing Period, (ii) 0.375% per annum during any Level II Pricing Period, (iii) 0.4375% per annum during any Level III Pricing Period or (iv) 0.50% at all other times. If the rate at which the commitment fees fee accrues shall change, the daily average amount referred to above shall be determined separately for the periods before and after such change. During the period from and including the Closing Date date of execution and delivery of this Agreement to and but excluding the Revolving Loan Commitment Termination Effective Date equal or earlier termination of the Term Commitments, the Borrower shall pay to the average Agent for the account of the daily excess Lenders ratably in proportion to their Term Commitments a commitment fee at the rate of 0.50% per annum on the amount of their respective Term Commitments. All such commitment fees shall accrue from and including the date of execution and delivery of this Agreement to but excluding, in the case of the Term Commitments, the Effective Date or earlier termination of the Term Commitments, or, in the case of the Revolving Loan Commitment Amount over Commitments, the aggregate principal amount last day of outstanding Revolving Loans multiplied by _____ of 1% 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 [March 15, June 15, September 15 and December 15 of each year], commencing on the first such date to occur after the Closing Date, and on the Revolving Loan Commitment Termination DateAvailability Period. Upon delivery Accrued commitment fees under this paragraph shall be calculated by the Agent as of the Pricing Certificate Effective Date, as of each Quarterly Payment Date and as of the date of termination of the Revolving Loan Commitments in their entirety. The Agent shall make such calculation and notify the Borrower of the amount so calculated within three Domestic Business Days after each date as of which such calculation is so required, and such fees shall be payable by Company to Administrative Agent pursuant to subsection 6.1(d), the applicable commitment fee percentage shall automatically be adjusted in accordance with such Pricing Certificate, such adjustment to become effective on the next succeeding Business Day following the Borrower upon receipt by Administrative Agent of such Pricing Certificate; provided thatnotice, for except that commitment fees accrued prior to the period commencing on Effective Date or any earlier termination of the Business Day following the date that is six months after the Closing Date, the applicable commitment fee percentage Commitments shall be determined by reference to the Pricing Certificate most recently received by Administrative Agent and provided further that if at any time a Pricing Certificate is not delivered at the time required pursuant to subsection 6.1(d), from the time payable on such Pricing Certificate was required to be delivered until delivery of such Pricing Certificate, the applicable commitment fee percentage shall be the maximum percentage amount set forth abovedate.

Commitment Fees. Company agrees to pay to Administrative Agent, for distribution to each Revolving Lender in proportion to that ▇▇▇▇▇▇'s Pro Rata Share, commitment fees for the period from and including _____________, ____ to and excluding the Closing Date equal to the Revolving Loan Commitment Amount multiplied by ______ of 1% 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 on the Closing Date. In addition, Company agrees to pay to Administrative Agent, for distribution to each Revolving Lender in proportion to that ▇▇▇▇▇▇Lender's Pro Rata Share, commitment fees for the period from and including the Closing Date to and excluding the Revolving Loan Commitment Termination Date equal to the average of the daily excess of the Revolving Loan Commitment Amount Commitments over the sum of the aggregate principal amount of outstanding Revolving Loans (but not including any outstanding Swing Line Loans) plus the Letter of Credit Usage multiplied by _____ of 1the per annum commitment fee percentage set forth below opposite the Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Margin Determination Certificate has been delivered pursuant to subsection 6.1(iv): Commitment Fee Consolidated Leverage Ratio Percentage ---------------------------------- -------------- Greater than or equal to 2.00:1.00 0.50% per annum, Less than 2.00:1.00 0.40% 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 15, June 15, September 15 and December 15 of each year], commencing on the first such date to occur after the Closing Date, and on the Revolving Loan Commitment Termination Date; provided that until the delivery of the first Margin Determination Certificate after the sixth month anniversary of the Closing Date the applicable commitment fee percentage shall be 0.50% per annum. Upon delivery of the Pricing Margin Determination Certificate by Company to Administrative Agent pursuant to subsection 6.1(d6.1(iv), the applicable commitment fee percentage shall automatically be adjusted in accordance with such Pricing Margin Determination Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Pricing Margin Determination Certificate; provided that, for that in the period commencing on event that Company fails to deliver a Margin Determination Certificate timely in accordance with the Business Day following the date that is six months after the Closing Date, the applicable commitment fee percentage shall be determined by reference to the Pricing Certificate most recently received by Administrative Agent and provided further that if at any time a Pricing Certificate is not delivered at the time required pursuant to provisions of subsection 6.1(d6.1(iv), from the time such Pricing a Margin Determination Certificate was required to be delivered until delivery of such Pricing Certificateis actually delivered, the applicable commitment fee percentage shall be the maximum percentage amount set forth aboveabove per annum.

Commitment Fees. Company agrees to pay to Administrative Agent, for distribution to each Revolving Lender in proportion to that ▇▇▇▇▇▇'s Pro Rata Share, commitment fees for the period from and including _____________, ____ to and excluding the Closing Date equal to the Revolving Loan Commitment Amount multiplied by ______ of 1% 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 on the Closing Date. In addition, Company agrees to pay to Administrative Agent, for distribution to each Revolving Lender in proportion to that ▇▇▇▇▇▇Lender's Pro Rata Share, commitment fees for the period from and including the Closing Date to and excluding the Revolving Loan Commitment Termination Date equal to the average of the daily excess of the Revolving Loan Commitment Amount Commitments over the aggregate principal amount Total Utilization of Revolving Loan Commitments (but not any outstanding Revolving Loans Swing Line Loans) multiplied by _____ of 1% per annumthe Commitment Fee Percentage, ---------- -- 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 15the last Business Day of each March, June 15June, September 15 and December 15 of each year], year commencing on the first such date to occur after the Closing Date, and on the Revolving Loan Commitment Termination Date. Upon delivery of the Pricing Margin Determination Certificate by Company to Administrative Agent pursuant to subsection 6.1(d6.1(xix), the applicable commitment fee percentage Commitment Fee Percentage shall automatically be adjusted in accordance with such Pricing Margin Determination Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Pricing Margin Determination Certificate; provided that, for the period commencing on the Business Day following the date that is six months after the Closing Date, the applicable commitment fee percentage shall be determined by reference to the Pricing Certificate most recently received by Administrative Agent and provided further that if (1) at any time a Pricing Margin -------- Determination Certificate is not delivered at the time required pursuant to subsection 6.1(d6.1(xix), from the time such Pricing Margin Determination Certificate was required to be delivered until delivery of such Pricing Margin Determination Certificate, the applicable commitment fee percentage Commitment Fee Percentage shall be 0.500%, and (2) if a Margin Determination Certificate erroneously indicates an applicable margin (x) more favorable to Company than should be afforded by the maximum percentage actual calculation of the Consolidated Total Leverage Ratio, Company shall promptly pay additional commitment fees to correct for such error, and (y) less favorable to Company than should be afforded by the actual calculation of the Consolidated Total Leverage Ratio, Lenders shall promptly reimburse Company an amount set forth aboveequal to such excess commitment fees to correct for such error.

Commitment Fees. Company agrees to pay to Administrative Agent, for distribution to each Revolving Lender in proportion to that ▇▇▇▇▇▇'s Pro Rata Share, commitment fees for the period from and including _____________, ____ to and excluding the Closing Date equal to the Revolving Loan Commitment Amount multiplied by ______ of 1% 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 on the Closing Date. In addition, Company agrees to pay to Administrative Agent, for distribution to each Revolving Lender in proportion to that ▇▇▇▇▇▇Lender's Pro Rata Share, commitment fees for the period from and including the Closing Effective Date to and excluding the Revolving Loan Commitment Termination Date equal to the average of the daily excess of the Revolving Loan Commitment Amount Commitments over the aggregate principal amount Total Utilization of Revolving Loan Commitments (but not any outstanding Revolving Loans Swing Line Loans) multiplied by _____ of 1% per annumthe Commitment Fee Percentage, 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 15the last Business Day of each March, June 15June, September 15 and December 15 of each year], year commencing on the first such date to occur after the Closing Effective Date, and on the Revolving Loan Commitment Termination Date. Upon delivery of the Pricing Margin Determination Certificate by Company to Administrative Agent pursuant to subsection 6.1(d6.1(xix), the applicable commitment fee percentage Commitment Fee Percentage shall automatically be adjusted in accordance with such Pricing Margin Determination Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Pricing CertificateMargin Reset Date; provided that, for the period commencing on the Business Day following the date that is six months after the Closing Date, the applicable commitment fee percentage shall be determined by reference to the Pricing Certificate most recently received by Administrative Agent and provided further that if (1) at any time a Pricing Margin -------- Determination Certificate is not delivered at the time required pursuant to subsection 6.1(d6.1(xix), from the time such Pricing Margin Determination Certificate was required to be delivered until delivery of such Pricing Margin Determination Certificate, the applicable commitment fee percentage Commitment Fee Percentage shall be 0.500%, and (2) if a Margin Determination Certificate erroneously indicates an applicable margin (x) more favorable to Company than should be afforded by the maximum percentage actual calculation of the Consolidated Total Leverage Ratio, Company shall promptly pay additional commitment fees to correct for such error, and (y) less favorable to Company than should be afforded by the actual calculation of the Consolidated Total Leverage Ratio, Lenders shall promptly reimburse Company an amount equal to such excess commitment fees to correct for such error. B. Upfront Fee. Company agrees to pay to Lead Arranger an upfront fee on the Effective Date as more particularly set forth abovein that certain fee letter dated as of October 4, 1999.

Commitment Fees. (i) Company agrees to pay to Administrative Agent, for distribution to each Revolving Lender in proportion to that ▇▇▇▇▇▇'s Pro Rata Share, commitment fees for the period from and including _____________, ____ to and excluding the Closing Date equal to the Revolving Loan Commitment Amount multiplied by ______ of 1% 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 on the Closing Date. In addition, Company agrees to pay to Administrative Agent, for distribution to each Revolving Lender in proportion to that ▇▇▇▇▇▇Lender's Pro Rata Share, commitment fees for the period from and including the Closing Date to and excluding the Revolving Loan Commitment Termination Date equal to (a) the average of the daily excess of the Revolving Loan Commitment Amount Commitments over the sum of (x) the aggregate principal amount of outstanding Revolving Loans outstanding plus (y) the Letter of Credit Usage, ---- multiplied by _____ (b) 1/4 of 1% 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 January 31, April 30, July 31 and October 31 of each year, commencing on the first such date to occur after the Closing Date, and on the Revolving Loan Commitment Termination Date (provided however that such per annum percentage shall be -------- ------- increased to 3/8 of 1% per annum during any period in which the Leverage Ratio is greater than 4.00:1.00); and (ii) Company agrees to pay to Agent, with respect to the Additional Credit Commitments made under each Additional Credit Facility Supplement, for distribution to each Additional Credit Lender in proportion to that Additional Credit Lender's Pro Rata Share, commitment fees for the period from and including the applicable Additional Credit Closing Date to and excluding the Revolving Loan Commitment Termination Date (a) the average of the daily excess of the applicable Additional Credit Commitments over the aggregate principal amount of Additional Credit Loans outstanding thereunder, multiplied by (b) 1/4 of 1% 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 [March 15January 31, June 15April 30, September 15 July 31 and December 15 October 31 of each year], commencing on the first such date to occur after the applicable Additional Credit Facility Closing Date, and on the Revolving Loan Commitment Termination Date. Upon delivery of the Pricing Certificate by Company to Administrative Agent pursuant to subsection 6.1(d), the applicable commitment fee percentage shall automatically be adjusted in accordance with Date (provided however that such Pricing Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Pricing Certificate; provided that, for the period commencing on the Business Day following the date that is six months after the Closing Date, the applicable commitment fee -------- ------- per annum percentage shall be determined by reference increased to 3/8 of 1% per annum during any period in which the Pricing Certificate most recently received by Administrative Agent and provided further that if at any time a Pricing Certificate Leverage Ratio is not delivered at the time required pursuant to subsection 6.1(dgreater than 4.00:1.00), from the time such Pricing Certificate was required to be delivered until delivery of such Pricing Certificate, the applicable commitment fee percentage shall be the maximum percentage amount set forth above.

Commitment Fees. Company agrees to pay to Administrative Agent, for distribution to each Revolving Lender in proportion to that ▇▇▇▇▇▇Lender's Pro Rata Share, commitment fees for the period from and including _____________, ____ to and excluding the Closing Date equal to Share of the Revolving Loan Commitment Amount multiplied by ______ of 1% 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 on the Closing Date. In addition, Company agrees to pay to Administrative Agent, for distribution to each Revolving Lender in proportion to that ▇▇▇▇▇▇'s Pro Rata ShareCommitments, commitment fees for the period from and including the Closing Date to and excluding the Revolving Loan Commitment Termination Date equal to the average of the daily excess of the Revolving Loan Commitment Amount Commitments over the sum of (i) the aggregate principal amount of outstanding Revolving Loans (excluding any Swing Line Loans) plus (ii) the Letter of Credit Usage multiplied by _____ a rate per annum equal to the percentage (the "Commitment Fee Percentage") set forth in the table below opposite the Consolidated Leverage Ratio as at the last day of 1the twelve-Fiscal Month period for which the applicable Pricing Certificate has been delivered pursuant to subsection 6.1(iii); Consolidated Commitment Fee Leverage Ratio Percentage -------------- -------------- Greater than or equal to 2.75:1.00 0.500% per annum, Less than 2.75:1.00 0.375% such commitment fees to be calculated on the basis of a 360365/366-day year and the actual number of days elapsed and to be payable quarterly in arrears on [March 15the last Business Day of each January, June 15April, September 15 July and December 15 October of each year], commencing on the first such date to occur after the Closing Date, and on the Revolving Loan Commitment Termination Date; provided that until the delivery of the Pricing Certificate for the Fiscal Quarter ending January 31, 2003, the applicable commitment fee percentage shall be 0.50% per annum. Upon delivery of the Pricing Certificate by Company to Administrative Agent pursuant to subsection 6.1(d6.1(iii), the applicable commitment fee percentage shall automatically be adjusted in accordance with such Pricing Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Pricing Certificate; provided that, for the period commencing on the Business Day following the date that is six months after the Closing Date, the applicable commitment fee percentage shall be determined by reference to the Pricing Certificate most recently received by Administrative Agent and provided further that if at any time a Pricing Certificate is not delivered at the time required pursuant to subsection 6.1(d6.1(iii), from the time such Pricing Certificate was required to be delivered until delivery of such Pricing Certificate, the applicable commitment fee percentage shall be the maximum percentage amount set forth above."

Commitment Fees. Company agrees Subject to pay to Administrative Agentsubclause 2.11(vi), for distribution to each Revolving Lender in proportion to that ▇▇▇▇▇-▇▇▇▇▇▇'s ▇▇ shall pay or cause to be paid, to Administrative Agent (i) for distribution to each Multicurrency Revolving Lender in accordance with such Lender’s Pro Rata Share, commitment fees for the period from and including _____________, ____ to and excluding the Closing Date equal with respect to the Multicurrency Revolving Loan Commitment Amount multiplied by ______ of 1% per annumCommitments, 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 on the Closing Date. In addition, Company agrees to pay to Administrative Agent, for distribution to each Revolving Lender in proportion to that ▇▇▇▇▇▇'s Pro Rata Share, commitment fees for the period from and including the Closing Date to and excluding the Multicurrency Revolving Loan Commitment Termination Date Date, equal to the average of the daily excess of the aggregate Multicurrency Revolving Loan Commitments over the Total Utilization of the Multicurrency Revolving Loan Commitments (excluding, for purposes of such calculation, amounts described in clauses (iii) and (vi) of the definition thereof) multiplied by the Applicable Commitment Fee Percentage and (ii) for distribution to each US Revolving Lender in accordance with such Lender’s Pro Rata Share, commitment fees with respect to the US Revolving Loan Commitments, for the period from and including the Closing Date to and excluding the US Revolving Loan Commitment Amount Termination Date, equal to the average of the daily excess of the aggregate US Revolving Loan Commitments over the aggregate principal amount Total Utilization of outstanding the US Revolving Loans Loan Commitments multiplied by _____ of 1% per annum, such the Applicable Commitment Fee Percentage. Such commitment fees to be calculated computed on the basis of a 360-day year and the actual number of days elapsed and to be payable quarterly in arrears on [March 15, June 15, September 15 and December 15 of each year]Fee Payment Date for the three-month period ending on the day prior to such Fee Payment Date, commencing on the first such date to occur after the Closing Date, and on the Multicurrency Revolving Loan Commitment Termination Date or US Revolving Loan Commitment Termination Date. Upon delivery of , as the Pricing Certificate by Company to Administrative Agent pursuant to subsection 6.1(d), the applicable commitment fee percentage shall automatically be adjusted in accordance with such Pricing Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Pricing Certificate; provided that, for the period commencing on the Business Day following the date that is six months after the Closing Date, the applicable commitment fee percentage shall be determined by reference to the Pricing Certificate most recently received by Administrative Agent and provided further that if at any time a Pricing Certificate is not delivered at the time required pursuant to subsection 6.1(d), from the time such Pricing Certificate was required to be delivered until delivery of such Pricing Certificate, the applicable commitment fee percentage shall be the maximum percentage amount set forth abovecase may be.

Commitment Fees. Company agrees to pay to Administrative Agent, for distribution to each Revolving Lender in proportion to that ▇▇▇▇▇▇'s Pro Rata Share, commitment fees for the period from and including _____________, ____ to and excluding the Closing Date equal to the Revolving Loan Commitment Amount multiplied by ______ of 1% 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 on the Closing Date. In addition, Company agrees to pay to Administrative Agent, for distribution to each Revolving Lender in proportion to that ▇▇▇▇▇▇'s Lender’s Pro Rata Share, commitment fees for the period from and including the Closing Date to and excluding the Revolving Loan Commitment Termination Date equal to the average of the daily excess of the Revolving Loan Commitment Amount over the sum of (i) the aggregate principal amount of outstanding Revolving Loans (but not any outstanding Swing Line Loans) plus (ii) the Letter of Credit Usage multiplied by _____ the percentage per annum (the “Commitment Fee Percentage”) set forth in Schedule 2.2 opposite the applicable Consolidated Leverage Ratio for the most recent four Fiscal Quarter period for which the applicable Pricing Certificate has been delivered pursuant to subsection 6.1(iv); provided that, until the first delivery after the Closing Date of 1the Pricing Certificate by Company to Administrative Agent pursuant to subsection 6.1(iv), the Commitment Fee Percentage shall be 0.20% per annum. Upon delivery of the Pricing Certificate by Company to Administrative Agent pursuant to subsection 6.1(iv), the Commitment Fee Percentage shall automatically be adjusted in accordance with such Pricing Certificate, such adjustment to become effective on the third succeeding Business Day following the receipt by Administrative Agent of such Pricing Certificate (subject to the provisions of the foregoing clause (i)); provided that, if at any time a Pricing Certificate is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Pricing Certificate was required to be delivered until the first Business Day succeeding delivery of such Pricing Certificate, the Commitment Fee Percentage shall be the maximum percentage amount set forth in Schedule 2.2. Such commitment fees to shall 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 15the last Business Day of each March, June 15June, September 15 and December 15 of each year]December, commencing on with the first such date to occur after the Closing Date, and on the Revolving Loan Commitment Termination Date. Upon delivery of the Pricing Certificate by Company to Administrative Agent pursuant to subsection 6.1(d), the applicable commitment fee percentage shall automatically be adjusted in accordance with such Pricing Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Pricing Certificate; provided that, for the period commencing on the Business Day following the date that is six months after the Closing Date, the applicable commitment fee percentage shall be determined by reference to the Pricing Certificate most recently received by Administrative Agent and provided further that if at any time a Pricing Certificate is not delivered at the time required pursuant to subsection 6.1(d), from the time such Pricing Certificate was required to be delivered until delivery of such Pricing Certificate, the applicable commitment fee percentage shall be the maximum percentage amount set forth above.

Commitment Fees. Company Borrower agrees to pay to Administrative Agent, for distribution to each Revolving Lender in proportion to that ▇▇▇▇▇▇'s Pro Rata Share, commitment fees for the period from and including _____________, ____ to and excluding the Closing Date equal to the Revolving Loan Commitment Amount multiplied by ______ of 1% 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 on the Closing Date. In addition, Company agrees to pay to Administrative Agent, for distribution to each Revolving Lender in proportion to that ▇▇▇▇▇▇'s Lender’s Pro Rata Share, commitment fees for the period from and including the Closing Date to and excluding the Revolving Loan Commitment Termination Date equal to the average of the daily excess of the Revolving Loan Commitment Amount over the aggregate principal amount of outstanding Revolving Loans and Swing Line Loans multiplied by _____ of 1% a rate per annumannum equal to the percentage set forth for the “Commitment Fee” in the table in Section 2.2A above opposite the Consolidated Total Funded Debt to EBITDAP Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(viii), 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 15the last day of each calendar quarter (i.e., the last day of December, March, June 15, September 15 and December 15 September) of each year], commencing on the first such date to occur after the Closing Date, and on the Revolving Loan Commitment Termination Date; provided that for the first six months after the Closing Date, the applicable commitment fee percentage shall be 0.25% per annum. Upon delivery of the Pricing Compliance Certificate by Company Borrower to Administrative Agent pursuant to subsection 6.1(d6.1(viii), the applicable commitment fee percentage shall automatically be adjusted in accordance with such Pricing Compliance Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Pricing Compliance Certificate; provided that, for the period commencing on the Business Day following the date that is six months after the Closing Date, the applicable commitment fee percentage shall be determined by reference to the Pricing Certificate most recently received by Administrative Agent and provided further that if at any time a Pricing Compliance Certificate is not delivered at the time required pursuant to subsection 6.1(d6.1(viii), from the time such Pricing Compliance Certificate was required to be delivered until delivery of such Pricing Compliance Certificate, the applicable commitment fee percentage shall be the maximum percentage amount set forth in the table in Section 2.2A above. Notwithstanding the foregoing, all commitment fees otherwise payable for the account of a Defaulting Lender shall not be payable in accordance with Section 2.9A(iii).