Common use of Interest and Applicable Margins Clause in Contracts

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders with respect to the various Loans made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The Applicable Margins shall be as follows: Applicable Revolver Index Margin 2.75 % Applicable Revolver LIBOR Margin 3.75 % Applicable Term Loan Index Margin 2.75 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”), and the outstanding principal balance of the Loans shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Revolving Credit Advances and Swing Line Loans being made by each Lender, and in respect of all unreimbursed Letters of Credit Obligations, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (Credit Advances and for unreimbursed Letter of Credit Obligations and all other Obligations not otherwise set forth below(other than LIBOR Loans and Swing Line Loans), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of BorrowerBorrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Swing Line Loan, the Index Rate plus the Applicable Term Loan Revolver Index Margin per annum orannum, with respect to such portion based on the aggregate amount of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Swing Line Loan LIBOR Margin per annumoutstanding from time to time. The Applicable Margins shall be Margins, on a per annum basis, are as follows: Applicable Revolver Index Margin 2.75 1.50 % Applicable Revolver LIBOR Margin 3.75 3.00 % Applicable Term Loan Index L/C Margin 2.75 3.00 % Applicable Term Loan LIBOR Unused Line Fee Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured.0.50 % (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a three hundred sixty (360-) day year, in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrowers, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a)continuing, (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to BorrowerBorrower Representative, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder (“Default Rate”), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier So long as no Event of sixty days following the Closing Date Default has occurred and the completion of the primary syndication of the credit facilityis continuing, Borrower Representative - shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 100,000 in excess of such amount. Any such election must be made by noon (Chicago New York time) on the 3rd third (3rd) Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which the applicable Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago New York time) on the 3rd third (3rd) Business Day prior to the end of the LIBOR Period with respect theretothereto (or if an Event of Default has occurred and is continuing), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e1.5(e). No Loan shall may be made, made as or converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan until the earlier of (i) forty-five (45) days after the Closing Date or (ii) completion of primary syndication as a result thereofdetermined by Agent. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.5(a) through (e)) above, unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.this

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Swing Line Loan, the Index Rate plus the Applicable Term Loan Revolver Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The As of the Closing Date, the Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 1.75% Applicable Revolver LIBOR Margin 3.75 3.00% Applicable Term Loan Index L/C Margin 2.75 3.00% The Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ Borrower's consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrower's quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 30, 2003. Adjustments in Applicable Margins will shall be determined by reference to the following grids: If Total Leverage Level of Ratio is: Applicable Margins: -------- ------------------ > or =4.75 to 1.0 Level I ³ > or =4.00 to 1.00 3.25 % 4.25 % 1.0, but Level II ³ 2.50 <4.75 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”), and the outstanding principal balance of the Loans shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.1.0

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion at the election of the Term Loans designated as a LIBOR LoanBorrower, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum; and (iii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. The Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 3.00 % Applicable Revolver LIBOR Margin 3.75 4.00 % Applicable Term Loan Index Margin 2.75 3.00 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured.% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year (or, in the case of interest on Index Rate Loans, a 365 or 366 day year, as applicable), in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrower, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrowercontinuing, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Loan Default Rate”), and the all outstanding principal balance of the Loans shall bear interest at the Loan Default Rate applicable to such ObligationsLoans. Interest and Letter of Credit Fees at the Loan Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand. Any other amounts payable hereunder (other than the Loans) or the other Loan Documents that are not paid when due shall bear interest, but from the date when due until paid in any eventfull, shall be payable on at a rate per annum equal to the next regularly scheduled payment date set forth herein for such ObligationIndex Rate plus the Applicable Term Loan Index Margin plus two percentage points (2%). (e) After the earlier So long as no Event of sixty days following the Closing Date Default has occurred and the completion of the primary syndication of the credit facilityis continuing, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon 11:00 a.m. (Chicago New York time) on the 3rd third Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 11:00 a.m. (Chicago New York time) on the 3rd third Business Day prior to the end of the LIBOR Period with respect theretothereto (or an Event of Default has occurred and is continuing), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e1.5(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.5(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.5(f), a court of competent jurisdiction shall finally determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as in the order specified in Section 2.5(e) 1.11 and thereafter shall refund any excess to Borrower or as such a court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower shall pay interest in cash to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (iA) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (iiB) with respect to such portion of the Term Loans designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum Margin, or, with respect to such portion at the election of the Term Loans designated as a LIBOR LoanBorrower, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin, per annum; and (C) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. The Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 1.250% Applicable Revolver LIBOR Margin 3.75 2.625% Applicable Term Loan Index Margin 2.75 1.750% Applicable Term Loan LIBOR Margin 3.75 3.125% 1 Borrower Applicable L/C Margin 2.000% Applicable Unused Line Fee Margin (subject to supply account information. provided; however, the Applicable Margins, adjustment in accordance with respect to the Term Loan, shall be adjusted (up or downSection 1.9(b)) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured.0.500% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate shall be determined for each day based upon the Index Rate as in effect each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Feesconclusive, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (fh) or (g) and without notice of any kindi), or so long as any other Event of -------------------------- Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points percent (2%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder (“"Default ------- Rate”"), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate ---- applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After Subject to the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facilityconditions precedent set forth in Section ------- 2.2, Borrower shall have the option to (i) request that any Revolving Credit --- Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such --------------- conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 5,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon (Chicago New York time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.the

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders with respect to the various Loans made by each Lender (or in the case of the Swing Line Loan, for the benefit of the Swing Line Lender), in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans Credit Advances which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to the Revolving Loans Credit Advances which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to such portion of the Term Loans Loan designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion of the Term Loans Loan designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum; and (iii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. The As of the Closing Date, the Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 1.50 % Applicable Revolver LIBOR Margin 3.75 2.75 % Applicable Term Loan Index Margin 2.75 1.50 % Applicable Term Loan LIBOR Margin 3.75 2.75 % 1 Borrower to supply account information. provided; however, The Applicable Revolver Index Margin and the Applicable Margins, with respect to the Term Loan, Revolver LIBOR Margin shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance, commencing with the first day of the first calendar month that occurs more than one (1) day after delivery of Holdings’ quarterly Financial Statements to Lenders for the Fiscal Quarter ending March 31, 2008. Adjustments in the Applicable Margins Revolver Index Margin and the Applicable Revolver LIBOR Margin will be determined by reference to the following grids: < 2.50:1.00 Level I ³ 4.00 to 1.00 3.25 % 4.25 % › 2.50:1.00, but < 3.00:1.00 Level II ³ 2.50 to 1.00› 3.00:1.00, and but < 4.00 to 1.00 2.75 % 3.75 % 3.50:1.00 Level III › 3.50:1.00, but < 2.50 to 1.00 2.25 5.00:1.00 Level IV › 5.00:1.00 Level V Applicable Revolver Index Margin 0.50% 3.25 1.00% 1.25% 1.50% 2.00% Applicable Revolver LIBOR Margin 1.75% 2.25% 2.50% 2.75% 3.25% All adjustments in the Applicable Margins Revolver Index Margin and the Applicable Revolver LIBOR Margin after March 31, 2008 shall be implemented quarterly on a prospective basis, five for each calendar month commencing at least one (51) Business Days day after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the such Applicable Margins. Failure to timely deliver such Financial Statements in accordance with Section 6.2 hereof shall, in addition to any other remedy provided for in this Agreement, result in an increase in such Applicable Margins to the highest level set forth in the foregoing grid, until the first day of the first calendar month following the delivery of those Financial Statements demonstrating that such an increase is not required. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the such Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a7.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (under Sections 5 or 6 upon the written request of Requisite Lenders) Lenders confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”), and the outstanding principal balance of the Loans shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default if no notice is required to be given or otherwise from the date such notice is given until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(d1.3(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued LIBOR Loan shall commence on the first day after the last day of the LIBOR Period of the LIBOR Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 200,000 in excess of such amount. Any such election must be made by noon 1:00 p.m. (Chicago New York time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 1:00 p.m. (Chicago New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or fax, overnight courier or e-mail (or by telephone, to be promptly confirmed in writingwriting on such day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e1.2(e). No So long as an Event of Default has occurred and is continuing under Section 7.1(a), (f) or (g), or so long as any Event of Default has occurred and is continuing under Sections 5 or 6 upon the written request of Requisite Lenders, no Loan shall be made, converted into or continued as a LIBOR Loan, if an Event . No portion of Default has occurred and is continuing and Agent the Term Loan may be made as or Requisite Lenders have determined not to make or continue any Loan as converted into a LIBOR Loan until the earlier of (i) 10 days after the Closing Date or (ii) completion of primary syndication as a result thereofdetermined by Agent. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e1.5(f) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Swing Line Loan, the Index Rate plus the Applicable Term Revolver Index Margin per annum; and (iii) with respect to the Acquisition Loan Advances, the greater of (i) 10.5% or (ii) the Index Rate plus the Applicable Acquisition Loan Index Margin per annum or, with respect to such portion at the election of the Term Loans designated as a LIBOR LoanBorrower, the applicable LIBOR Rate plus the Applicable Term Acquisition Loan LIBOR Margin per annum. The Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 0.25% Applicable Revolver LIBOR Margin 3.75 2.50% Applicable Term L/C Margin 2.50% Applicable Acquisition Loan Index Margin 2.75 6.00% Applicable Term Acquisition Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured.8.50% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrower, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (fh) or (g) and without notice of any kindi), or so long as any other Default or Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder (“"Default Rate”"), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Default or Event of Default until that Default or Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After Subject to the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facilityconditions precedent set forth in Section 2.2, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon 11:00 a.m. (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 11:00 a.m. (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect theretothereto (or if a Default or an Event of Default has occurred and is continuing or the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “"Notice of Conversion/Continuation”") in the form of Exhibit 2.2(e1.5(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “"Maximum Lawful Rate”"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.5(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.5(f), a court of competent jurisdiction shall finally determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as in the order specified in Section 2.5(e) 1.11 and thereafter shall refund any excess to Borrower or as such a court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Agent, for the ratable benefit of Lenders Lenders, in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of BorrowerBorrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum, based on the aggregate Swing Line Loans outstanding from time to time; (iii) with respect to the Existing Term Loan, the Index Rate plus the Applicable Existing Term Loan Index Margin per annum or, with respect to such portion at the election of the Term Loans designated as a LIBOR LoanBorrower Representative, the applicable LIBOR Rate plus the Applicable Existing Term Loan LIBOR Margin per annum, based on the aggregate Existing Term Loan outstanding from time to time; and (iv) with respect to the Extending Term Loan, the Index Rate plus the Applicable Extending Term Loan Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Extending Term Loan LIBOR Margin per annum, based on the aggregate Extending Term Loan outstanding from time to time. The Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 3.25 % Applicable Revolver LIBOR Margin 3.75 5.00 % Applicable Existing Term Loan Index Margin 2.75 0.00 % Applicable Existing Term Loan LIBOR Margin 3.75 1.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Extending Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Loan Index Margin 2.50 % Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to Extending Term Loan LIBOR Margin 3.50 % Applicable Unused Line Fee Margin 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”), and the outstanding principal balance of the Loans shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Agent, for the ratable benefit of Lenders Lenders, in accordance with respect to the various Loans being made by each Lender (or in the case of the Swing Line Loan, for the benefit of the Swing Line Lender), in arrears on each applicable Interest Payment Date, at the following per annum rates: (i) with respect to the Revolving Loans Credit Advances which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Loans, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans Credit Advances which are designated as LIBOR Loans, at the election of BorrowerBorrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annumMargin; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Swing Line Loan, the Index Rate plus the Applicable Term Loan Revolver Index Margin per annum or, with respect to such portion Margin. As of the Term Loans designated as a LIBOR LoanSecond Amendment Effective Date, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 0.25 % Applicable Revolver LIBOR Margin 3.75 2.75 % Applicable Term Loan Index L/C Margin 2.75 % The Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, Margins shall be adjusted (up or down) prospectively on a quarterly basis on the first Business Day of each Fiscal Quarter as determined by Holdings’ and its Subsidiaries’ consolidated financial performanceaverage daily Borrowing Availability for the immediately preceding Fiscal Quarter, commencing January 1, 2011. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 > $20,000,000 0.00 % 4.25 2.50 % Level II ³ 2.50 to 1.00, > $10,000,000 and < 4.00 to 1.00 $20,000,000 0.25 % 2.75 % 3.75 < $10,000,000 0.50 % Level III < 2.50 to 1.00 2.25 3.00 % 3.25 % All adjustments in In the event that EBITDA for the Fiscal Year ending on or about December 31, 2010 exceeds $11,800,000, then beginning on the first anniversary of the Second Amendment Effective Date, the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, reset as described below: > $20,000,000 0.00 % 2.25 % > $10,000,000 and < $20,000,000 0.00 % 2.50 % < $10,000,000 0.25 % 2.75 % Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrowers, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a6.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to BorrowerBorrower Representative, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”), ) and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of any such Event of Default until that such Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, . Borrower Representative shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs Fee in accordance with Section 2.3(d1.3(e) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 250,000 and integral multiples of $500,000 100,000 in excess of such amount. Any such election must be made by noon 1:00 p.m. (Chicago New York time) on the 3rd third Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by noon 1:00 p.m. (Chicago New York time) on the 3rd third Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e1.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (fe) Notwithstanding anything to the contrary set forth in this Section 2.21.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e1.5(e) and thereafter shall refund any excess to Borrower Borrowers or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Appropriate Agent, as specified below, for the ratable benefit of Lenders Lenders, in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the US Revolving Loans Credit Advances which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below), to Administrative Agent, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to US Revolving Loans Credit Advances which are designated as LIBOR IBOR Loans, at the election of BorrowerUS Borrower Representative, the applicable LIBOR IBOR Rate plus the Applicable Revolver LIBOR IBOR Margin per annum; and (ii) with respect to the European Revolving Credit Advances, to the European Funding Agent, the applicable IBOR Rate plus the Applicable Revolver IBOR Margin per annum plus any Mandatory Costs; (iii) with respect to such portion of the US Term Loans Loan A designated as an Index Rate Loan, to the Administrative Agent, the Index Rate plus the Applicable Term Loan A Index Margin per annum or, with respect to such portion of the US Term Loans Loan A designated as a LIBOR an IBOR Loan, at the election of US Borrower Representative, the applicable LIBOR IBOR Rate plus the Applicable Term Loan LIBOR A IBOR Margin per annum; (iv) with respect to such portion of the US Term Loan B designated as an Index Rate Loan, to the Administrative Agent, the Index Rate plus the Applicable Term Loan B Index Margin per annum or, with respect to such portion of the US Term Loan B designated as an IBOR Loan, at the election of US Borrower Representative, the Applicable IBOR Rate plus the Applicable Term Loan B IBOR Margin per annum; (v) with respect to the European Term Loan A, to the European Funding Agent, the applicable IBOR Rate plus the Applicable Term Loan A IBOR Margin per annum plus any Mandatory Costs; and (vi) with respect to the Swing Line Loan, to the Administrative Agent, the Index Rate plus the Applicable Revolver Index Margin per annum. The Applicable Margins shall will be as follows: Applicable Revolver Index Margin 2.75 1.50% Applicable Revolver LIBOR IBOR Margin 3.75 3.25% Applicable Term Loan A Index Margin 2.75 1.50% Applicable Term Loan LIBOR A IBOR Margin 3.75 3.25% 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, Loan B Index Margin 1.75% Applicable Term Loan B IBOR Margin 3.50% The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ Ultimate Holdco's, Borrowers' and its their Subsidiaries’ ' consolidated financial performance, commencing with the first day of the first calendar month that occurs more than one (1) day after delivery of Ultimate Holdco's audited Financial Statements to Lenders for the Fiscal Year ending December 31, 2003. Adjustments in the Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”), and the outstanding principal balance of the Loans shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.:

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and . (iiA) with respect to such portion As of the Term Loans designated as an Index Rate LoanFirst A&R Closing Date, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The Applicable Margins shall be were as follows: Applicable Revolver Index Margin 2.75 0.00 % Applicable Revolver LIBOR Margin 3.75 1.25 % Applicable Term Loan Index L/C Margin 2.75 1.25 % Applicable Term Loan LIBOR Unused Line Fee Margin 3.75 0.375 % 1 Borrower to supply account information. provided; howeverAt all times from and after the First A&R Closing Date until (but excluding) the Closing Date, the Applicable Margins, with respect to the Term Loan, Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 Applicable Revolver 0.00 % 4.25 0.00 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 0.25 % 3.75 0.50 % Level III < 2.50 to 1.00 2.25 Index Margin Applicable Revolver 1.25 % 3.25 1.50 % All adjustments 1.75 % 2.00 % LIBOR Margin Applicable L/C 1.25 % 1.50 % 1.75 % 2.00 % Margin Applicable Unused Line 0.375 % 0.375 % 0.25 % 0.25 % Fee Margin Adjustments in the Applicable Margins commencing with the Fiscal Quarter ending on or about December 31, 2005 shall be implemented quarterly on a prospective basis, five (5) Business Days commencing on the first day of the calendar month that begins after the date of delivery to Lenders of the quarterly unaudited Financial Statements Compliance Certificate delivered to Agent and Lenders pursuant to paragraph (b) of Annex E with respect to a Fiscal Quarter evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statementssuch Compliance Certificate, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. Failure to timely deliver such Compliance Certificate shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Margins to the highest level set forth in the foregoing grid, until the date of the delivery of a Compliance Certificate demonstrating that such an increase is not required. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the date on which such Event of Default is waived or cured. (B) As of the Closing Date, the Applicable Margins are as follows: Applicable Revolver Index Margin 0.75 % Applicable Revolver LIBOR Margin 2.25 % Applicable L/C Margin 2.25 % Applicable Unused Line Fee Margin 0.50 % After the Closing Date, the Applicable Margins (other than Applicable Unused Line Fee Margin) shall be adjusted by reference to the following grids: Applicable Revolver 0.75 % 1.00 % 1.50 % Index Margin Applicable Revolver LIBOR 2.25 % 2.50 % 3.00 % Margin Applicable L/C Margin 2.25 % 2.50 % 3.00 % Adjustments in the Applicable Margins (other than Applicable Unused Line Fee Margin) commencing with the Fiscal Quarter ending on or about July 3, 2010 shall be implemented quarterly on a prospective basis, commencing on the first day of the first calendar month following that begins after the date of delivery to Lenders of the Compliance Certificate delivered to Agent and Lenders pursuant to paragraph (b) of Annex E with respect to a Fiscal Quarter evidencing the need for an adjustment. Concurrently with the delivery of such Compliance Certificate, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. Failure to timely deliver such Compliance Certificate shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Margins (other than Applicable Unused Line Fee Margin) to the highest level set forth in the foregoing grid, until the date of the delivery of a Compliance Certificate demonstrating that such an increase is not required. If an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the date on which all Defaults or Events such Event of Default are is waived or cured. After the Closing Date, the Applicable Unused Line Fee Margin shall be adjusted as follows: (i) if the average of the daily closing balances of the Revolving Loan and the Swing Line Loan outstanding during the period for which the Fee under Section 1.9(b) is due is equal to or greater than 50% of the average Maximum Amount during such period, the Applicable Unused Line Fee Margin for such period shall be equal to 0.375% per annum and (ii) if the average of the daily closing balances of the Revolving Loan and the Swing Line Loan outstanding during the period for which the Fee under Section 1.9(b) is due is less than 50% of the average Maximum Amount for such period, the Applicable Unused Line Fee Margin for such period shall be equal to 0.50% per annum. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate rates and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (fh) or (g) and without notice of any kindi), or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased to the rate per annum which is determined by adding two percentage points percent (22.0%) per annum above to the rates of interest Applicable Margin then in effect for such Loans (plus the LIBOR Rate or Index Rate, as the case may be) or to the rate of such Fee Fees otherwise applicable hereunder unless Agent or Requisite Lenders elect to impose a smaller increase (the “Default Rate”), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall be payable upon demand and shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligationwaived. (e) After Subject to the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facilityconditions precedent set forth in Section 2.2, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 2,000,000 and integral multiples of $500,000 1,000,000 in excess of such amount. Any such election must be made by noon 11:00 a.m. (Chicago time) on the 3rd Third Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 11:00 a.m. (Chicago time) on the 3rd Third Business Day prior to the end of the LIBOR Period with respect theretothereto (or if a Default or an Event of Default has occurred and is continuing or the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, including by fax or overnight courier (or by telephone, to be promptly confirmed in writing)Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e1.5(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, constituting the ABL Portion, the Index Rate plus the Applicable Revolver ABL Portion Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of BorrowerBorrower Representative, the applicable LIBOR Rate plus the Applicable Revolver ABL Portion LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; (ii) with respect to Revolving Credit Advances constituting the Cash Flow Portion, the Index Rate plus the Applicable Cash Flow Portion Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Cash Flow Portion LIBOR Margin per annum; and (iiiii) with respect to such portion of the Term Loans designated as an Index Rate Swing Line Loan, the Index Rate plus the Applicable Term Loan ABL Portion Index Margin or Cash Flow Portion Index Margin per annum or, with respect to such portion (as applicable). As of the Term Loans designated as a LIBOR LoanClosing Date, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The Applicable Margins shall be are as follows: Applicable Revolver ABL Portion Index Margin 2.75 0.00 % Applicable Revolver ABL Portion LIBOR Margin 3.75 1.75 % Applicable Term Loan Cash Flow Portion Index Margin 2.75 0.75 % Applicable Term Loan Cash Flow Portion LIBOR Margin 3.75 2.50 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall L/C Margin 1.75 % Applicable Unused Line Fee Margin 0.375 % The Applicable Margins may be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”), and the outstanding principal balance of the Loans shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.:

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders with respect to the various Loans made by each Lender, Lender in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus --------- the Applicable Revolver LIBOR Margin per annum; (ii) with respect to Revolving Loans which are designated as LIBOR LoansTerm Loan --------- A, the Index Rate plus the Applicable Term Loan A Index Margin per annum or, at --------- the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver Term Loan A LIBOR Margin per annum; , and (iiiii) with respect to such portion of the Term Loans designated as an Index Rate LoanLoan B, the Index --------- Rate plus the Applicable Term Loan B Index Margin per annum or, with respect to such portion at the election --------- of the Term Loans designated as a LIBOR LoanBorrower, the applicable LIBOR Rate plus the Applicable Term Loan B LIBOR Margin per annum. The Applicable Margins as of the Closing Date shall be as follows: Applicable Revolver Index Margin 2.75 % Applicable Revolver LIBOR Margin 3.75 % Applicable Term Loan Index Margin 2.75 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following gridstable: Level I ³ 4.00 to 1.00 3.25 Applicable Margin Per Annum Rate ----------------- -------------- Applicable Revolver Index Margin 1.25% 4.25 Applicable Revolver LIBOR Margin 3.00% Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 Applicable Term Loan A Index Margin 1.25% 3.75 Applicable Term Loan A LIBOR Margin 3.00% Level III < 2.50 to 1.00 2.25 Applicable Term Loan B Index Margin 5.25% 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured.Term Loan B LIBOR Margin 7.00% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as 5 CREDIT AGREEMENT set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and --------- interest shall be made by Agent Lender on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and fees or interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent Lender of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrower (absent manifest error). (d) So long as an Event of Default has occurred and is continuing under Section Sections 8.1(a), (fh) or (gi) --------------- --- --- shall have occurred and without notice of any kind, be continuing or so long as any other Default or Event of Default has shall have occurred and is continuing be continuing, and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by Lender after written notice from Agent Lender to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee Fees --------- otherwise applicable hereunder (“the "Default Rate”"), and the all outstanding principal balance of the Loans ------------ Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Default or Event of Default until that Default or Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After Subject to the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facilityconditions precedent set forth in Section 2.2, ----------- Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such conversion is made prior to the expiration of the LIBOR --------------- Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 2,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon 10:30 a.m (Chicago California time) on the 3rd third Business Day prior to (1A) the date of any proposed Revolving Credit Advance which that is to bear interest at the LIBOR Rate, (2B) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3C) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 10:30 a.m. (Chicago California time) on the 3rd third Business Day prior to the end of the LIBOR Period with respect theretothereto (or if a Default or an Event of Default shall have occurred and be continuing or if the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be ----------- converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent Lender in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “"Notice of Conversion/Conversion/ Continuation”") in ---------------------------------- the form of Exhibit 2.2(e1.5(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof.-------------- (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order ----------- that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “"Maximum Lawful Rate”"), then so long as the Maximum ------------------- Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter -------- the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, Lender is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.been

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to such portion the Export-Related Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Export-Related Advances outstanding from time to time; (iii) with respect to the Term Loans designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion at the election of the Term Loans designated as a LIBOR LoanBorrower, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum; (iv) with respect to the Last Out Term Loan, the Index Rate plus the Applicable Last Out Term Loan Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Last Out Term Loan LIBOR Margin per annum; and (v) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. The As of the Closing Date, the Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 2.00 % Applicable Revolver LIBOR Margin 3.75 3.50 % Applicable Term Loan Index Margin 2.75 3.00 % Applicable Term Loan LIBOR Margin 3.75 4.50 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Last Out Term Loan, shall Loan Index Margin 5.00 % Applicable Last Out Term Loan LIBOR Margin 6.50 % Applicable L/C Margin 3.50 % Applicable Unused Facility Fee Margin 0.50 % The Applicable Margins may be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: <2.5, but > 2.0 Level I ³ II >2.5, but < 3.0 Level III >3.0, but < 4.0 Level IV >4.0, but < 5.0 Level V Applicable Revolver Index Margin 1.00 % 1.25 % 1.50 % 1.75 % 2.00 % 2.25 % Applicable Revolver LIBOR Margin 2.50 % 2.75 % 3.00 % 3.25 % 3.50 % 3.50 % Applicable Term Loan Index Margin 2.00 % 2.25 % 2.50 % 2.75 % 3.00 % 3.25 % Applicable Term Loan LIBOR Margin 3.50 % 3.75 % 4.00 to 1.00 3.25 % 4.25 % Level II ³ 4.50 % 4.75 % Applicable Last Out Term Loan Index Margin4.25% 4.25 % 4.25 % 4.25 % 4.50 % 5.00 % 5.50 % Applicable Last Out Term Loan LIBOR Margin 5.75 % 5.75 % 5.75 % 6.00 % 6.50 % 7.00 % Applicable L/C Margin 2.50 to 1.00, and < 4.00 to 1.00 % 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 3.00 % 3.25 % All adjustments 3.50 % 3.50 % Applicable Unused Facility Fee Margin 0.50 % 0.50 % 0.50 % 0.50 % 0.50 % 0.50 % Adjustments in the Applicable Margins commencing with the Fiscal Quarter ending December 31, 2004 shall be implemented quarterly on a prospective basisbasis based on Borrower’s consolidated financial performance for the trailing four (4) Fiscal Quarters most recently ended, for each calendar month commencing at least five (5) Business Days days after the date of delivery to Lenders of the quarterly unaudited or annual audited (as applicable) Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. Failure to timely deliver such Financial Statements shall, in addition to any other remedy provided for in this Agreement (including the application of the Default Rate), result in an increase in the Applicable Margins to the highest level set forth in the foregoing grid, until the first day of the first calendar month following the delivery of those Financial Statements demonstrating that such an increase is not required. If any a Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults such Default or Events Event of Default are is waived or cured. Notwithstanding the foregoing, (A) commencing on the Closing Date until the date on which the Last Out Term Lenders advance the unfunded portion of the Last Out Term Loan in an aggregate amount of $15,000,000 following satisfaction of the condition set forth in Section 2.4, the Applicable Term Loan Index Margin, the Applicable Term Loan LIBOR Margin, the Applicable Last Out Term Loan Index Margin and the Applicable Last Out Term Loan LIBOR Margin shall each be increased by an additional 100 basis points (it being understood that, in the event that the conditions set forth in Section 2.4 are not satisfied on or prior to the entry of the Final Order, such increases in the Applicable Term Loan Index Margin, the Applicable Term Loan LIBOR Margin, the Applicable Last Out Term Loan Index Margin and the Applicable Last Out Term Loan LIBOR Margin shall remain in effect), and (B) commencing on the ninety first (91st) day after the earlier to occur of (i) the Closing Date and (ii) the tenth (10th) day after the entry of the Interim Order, the Applicable Term Loan Index Margin, the Applicable Term Loan LIBOR Margin, the Applicable Last Out Term Loan Index Margin and the Applicable Last Out Term Loan LIBOR Margin shall each be increased by an additional 100 basis points. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrower, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite LendersLenders or any individual Lender holding at least 33% of either the Revolving Loan Commitment or the Term Loan Commitment) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder (“Default Rate”), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default (or, with respect to any Event of Default under Section 8.1(d), from the earlier of (i) the initial date any Credit Party has knowledge of the occurrence of such Event of Default and (ii) the date the Borrower receives notice of such Event of Default from the Agent or any Lender) until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After Subject to the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facilityconditions precedent set forth in Section 2.2, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 2,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon 11:00 a.m. (Chicago New York time) on the 3rd Business Day prior to to: (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, ; (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, ; or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 11:00 a.m. (Chicago New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect theretothereto (or if a Default or an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e1.5(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.5(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.5(f), a court of competent jurisdiction shall finally determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as in the order specified in Section 2.5(e) 1.11 and thereafter shall refund any excess to Borrower or as such a court of competent jurisdiction may otherwise order. (g) If any provision of this Agreement or any of the other Loan Documents would obligate Borrower to make any payment of interest or other amount payable to the Agent or any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by the Agent or any Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by the Agent or any Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to the Agent or any Lender under the Notes; and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Agent or any Lender which would constitute interest for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if the Agent or any Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), then the Borrower shall be entitled, by notice in writing to the Agent or such Lender, as applicable, to obtain reimbursement from the Agent or such Lender, as applicable, in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by the Agent or such Lender to the Borrower. Any amount or rate of interest referred to in this Section 1.5 shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that any Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Agent shall be conclusive for the purposes of such determination. For purposes of disclosure pursuant to the Interest Act (Canada), the annual rates of interest or fees to which the rates of interest or fees provided in this Agreement and the other Loan Documents (and stated herein or therein, as applicable, to be computed on the basis of a 360 day year or any other period of time less than a calendar year) are equivalent are the rates so determined multiplied by the actual number of days in the applicable calendar year and divided by 360 or such other period of time, respectively

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to such portion the Export-Related Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Export-Related Advances outstanding from time to time; (iii) with respect to the Term Loans designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion at the election of the Term Loans designated as a LIBOR LoanBorrower, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum; and (iv) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. The Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 1.25% Applicable Revolver LIBOR Margin 3.75 2.75% Applicable Term Loan Index Margin 2.75 2.25% Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured.3.75% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year (other than interest on Index Rate Loans, which shall be on the basis of a 365-day year), in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrower, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (fh) or (gi) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder (“"Default Rate”"), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default (or, with respect to any Event of Default under Section 8.1(d), from the earlier of (i) the initial date any Credit Party has knowledge of the occurrence of such Event of Default and (ii) the date the Borrower receives notice of such Event of Default from the Agent or any Lender) until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After Subject to the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facilityconditions precedent set forth in Section 2.2, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 2,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon 11:00 a.m. (Chicago New York time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 11:00 a.m. (Chicago New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect theretothereto (or if a Default or an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “"Notice of Conversion/Continuation”") in the form of Exhibit 2.2(e1.5(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “"Maximum Lawful Rate”"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.5(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.5(f), a court of competent jurisdiction shall finally determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as in the order specified in Section 2.5(e) 1.11 and thereafter shall refund any excess to Borrower or as such a court of competent jurisdiction may otherwise order. (g) If any provision of this Agreement or any of the other Loan Documents would obligate Borrower to make any payment of interest or other amount payable to the Agent or any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by the Agent or any Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by the Agent or any Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to the Agent or any Lender under the Notes; and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Agent or any Lender which For purposes of disclosure pursuant to the Interest Act (Canada), the annual rates of interest or fees to which the rates of interest or fees provided in this Agreement and the other Loan Documents (and stated herein or therein, as applicable, to be computed on the basis of a 360 day year or any other period of time less than a calendar year) are equivalent are the rates so determined multiplied by the actual number of days in the applicable calendar year and divided by 360 or such other period of time, respectively

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) rates with respect to the Revolving Loans which are designated as Index Rate Loans (Credit Advances and for all other Obligations not otherwise set forth below)the Term Loan B, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The As of the Closing Date the Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 2.75% Applicable Revolver LIBOR Margin 3.75 4.00% The Applicable Term Loan Index Margin 2.75 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall Margins may be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: > 3.25 Level I ³ 4.00 to 1.00 > 2.75, but < 3.25 % 4.25 % Level II ³ 2.50 to 1.00> 2.25, and but < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 Level IV Applicable Index Margin 2.75% 3.25 2.50% All adjustments 2.25% 2.00% Applicable LIBOR Margin 4.00% 3.75% 3.50% 3.25% Adjustments in the Applicable Margins commencing with the Fiscal Quarter ending March 31, 2008 shall be implemented quarterly on a prospective basis, for each calendar month commencing at least five (5) Business Days days after the date of delivery to Lenders of the quarterly unaudited or annual audited (as applicable) Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officera Responsible Financial Officer of the Borrower, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. Failure to timely deliver such Financial Statements shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Margins to the highest level set forth in the foregoing grid, until the date that is five (5) days following the delivery of those Financial Statements demonstrating that such an increase is not required. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events such Event of Default are is waived or cured. In the event that any Financial Statement or Compliance Certificate delivered hereunder is shown to be inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin based upon the foregoing pricing grid (the “Accurate Applicable Margin”) for any period that such Financial statement or Compliance Certificate covered, then (i) Borrower shall immediately, following actual knowledge of the Borrower of the occurrence thereof, deliver to the Agent a correct Financial Statement or Compliance Certificate, as the case may be, for such period, (ii) the Applicable Margin shall be adjusted such that after giving effect to the corrected Financial Statements or Compliance Certificate, as the case may be, the Applicable Margin shall be reset to the Accurate Applicable Margin based upon the foregoing pricing grid for such period as set forth in the foregoing pricing grid for such period and (iii) shall concurrently with the delivery of the corrected Financial Statement or Compliance Certificate, as the case may be, pay to the Agent, for the account of the Lenders, the accrued additional interest owing as a result of such Accurate Applicable Margin for such period. The provisions of this definition shall not limit the rights of the Agent and the Lenders with respect to Section 1.5(d) or Article VIII. (b) If Solely for purposes of the payment of interest and not in connection with the calculation of Financial Covenants or otherwise, if any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate rates and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (fg) or (g) and without notice of any kindh), or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to BorrowerBorrower (a “Default Rate Notice”), the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder unless Agent or Requisite Lenders elect to impose a smaller increase (the “Default Rate”), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default (if in respect of such an Event of Default under Section 8.1(a), (g) or (h)) or in the case of any other Event of Default from and after receipt by Borrower of a Default Rate Notice, in either case, until that the subject Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After Subject to the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facilityconditions precedent set forth in Section 2.2, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 250,000 and integral multiples of $500,000 100,000 in excess of such amount. Any such election must be made by noon 1:00 p.m. (Chicago New York time) on the 3rd third Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 1:00 p.m. (Chicago New York time) on the 3rd third Business Day prior to the end of the LIBOR Period with respect theretothereto (or if a Default or an Event of Default has occurred and is continuing), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or telecopy, overnight courier (or by telephone, to be promptly confirmed in writing)Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e1.5(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final non-appealable order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders with respect to the various Loans made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans Credit Advances which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans Credit Advances which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Swing Line Loan, the Index Rate plus the Applicable Term Loan Revolver Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 .50 % Applicable Revolver LIBOR Margin 3.75 2.50 % The Applicable Term Loan Index Margin 2.75 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ Borrower’s and its Subsidiaries’ consolidated financial performance, commencing with the first day of the first calendar month that occurs more than one (1) day after delivery of Borrower’s quarterly Financial Statements to Lenders for the Fiscal Quarter ending December 31, 2003. Adjustments in Applicable Margins will be determined by reference to the following grids: less than $40,000,000 Level I ³ 4.00 less than $65,000,000, but equal to 1.00 3.25 % 4.25 % or more than $40,000,000 Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % more than 65,000,000 Level III < Applicable Revolver Index Margin .50 % .25 % 0 % Applicable Revolver LIBOR Margin 2.50 to 1.00 % 2.25 % 3.25 2.00 % All adjustments in the Applicable Margins after December 31, 2003 shall be implemented quarterly on a prospective basis, five for each calendar month commencing at least one (51) Business Days day after the date of delivery to Agent and Lenders of the quarterly unaudited Financial Statements (with the accompanying Compliance and Pricing Certificate) evidencing the need for an adjustment. Concurrently with the delivery of those Financial StatementsStatements (with the accompanying Compliance and Pricing Certificate), Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. Failure to timely deliver such Financial Statements (with the accompanying Compliance and Pricing Certificate) shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Margins to the highest level set forth in the foregoing grid, until the first day of the first calendar month following the delivery of those Financial Statements (with the accompanying Compliance and Pricing Certificate) demonstrating that such an increase is not required. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and all computations of interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrower, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a6.1(a), 6.1(b), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs Fee in accordance with Section 2.3(d1.3(e) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon 1:00 p.m. (Chicago New York time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan (other than the Swing Line Loan) to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a an existing LIBOR Loan by noon 1:00 p.m. (Chicago New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e1.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. No Loan may be made as or converted into a LIBOR Loan until the earlier of (i) 45 days after the Closing Date or (ii) completion of primary syndication as determined by Agent. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.2, if a court of competent jurisdiction determines in a final order that the any rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the such rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the such rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the such interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, such interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.2(a) through (e), as applicable, unless and until the any such rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e1.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Administrative Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below), the Index Base Rate plus the Applicable Revolver Index Base Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, or (ii) at the election of BorrowerBorrower Representative and, if permitted herein, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; , based on the aggregate amount of Loans outstanding from time to time. The Applicable Base Margin and (ii) with respect to such portion Applicable LIBOR Margin will be 2.50% and 3.50% per annum, respectively, as of the Term Loans designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annumdate hereof. The Applicable Margins shall be as follows: Applicable Revolver Index Margin 2.75 % Applicable Revolver LIBOR Margin 3.75 % Applicable Term Loan Index Margin 2.75 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall will be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ Loan Parties' consolidated financial performance, commencing with the first day of the first calendar month that occurs more than five (5) days after the first day of Stage 2; provided, however, that in the case of LIBOR Loans such adjustments may not be made before the end of a LIBOR Period. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % Schedule 2.11. All adjustments in the Applicable Margins shall in Stage 2 will be implemented quarterly quarterly, on a prospective basis, for the period commencing at least five (5) Business Days days after the date of delivery pursuant to Lenders Section 8.1 of the quarterly unaudited or annual audited (as applicable) Financial Statements of Loan Parties evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower Representative shall deliver to Administrative Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. Failure to timely deliver such Financial Statements shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Margins to the highest level set forth in Schedule 2.11 until the first day of the first calendar month following the delivery of those Financial Statements demonstrating that such an increase is not required. If any Default or an Event of Default has shall have occurred and is or be continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events such Event of Default are is waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and of interest shall be made by Administrative Agent on the basis of a three hundred sixty (360-) day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”), and the outstanding principal balance of the Loans shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.are

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Appropriate Agent, as specified below, for the ratable benefit of Lenders Lenders, in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the US Revolving Loans Credit Advances which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below), to Administrative Agent, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to US Revolving Loans Credit Advances which are designated as LIBOR Loans, at the election of BorrowerUS Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to the European Revolving Credit Advances, to the European Funding Agent, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum plus any Mandatory Costs; (iii) with respect to the European Working Capital Credit Advances, to the European Working Capital Loan Agent, the N Bor Rate plus the Applicable Revolver LIBOR Margin per annum minus 0.50% per annum; (iv) with respect to such portion of the US Term Loans Loan A designated as an Index Rate Loan, to the Administrative Agent, the Index Rate plus the Applicable Term Loan A Index Margin per annum or, with respect to such portion of the US Term Loans Loan A designated as a an LIBOR Loan, at the election of US Borrower Representative, the applicable LIBOR Rate plus the Applicable Term Loan A LIBOR Margin per annum; (v) with respect to such portion of the US Term Loan B designated as an Index Rate Loan, to the Administrative Agent, the Index Rate plus the Applicable Term Loan B Index Margin per annum or, with respect to such portion of the US Term Loan B designated as an LIBOR Loan, at the election of US Borrower Representative, the applicable LIBOR Rate plus the Applicable Term Loan B LIBOR Margin per annum; (vi) with respect to the European Term Loan A, to the European Funding Agent, the applicable LIBOR Rate plus the Applicable Term Loan A LIBOR Margin per annum plus any Mandatory Costs; and (vii) with respect to the Swing Line Loan, to the Administrative Agent, the Index Rate plus the Applicable Revolver Index Margin per annum. The Applicable Margins shall will be as follows: Applicable Revolver Index Margin 2.75 .50 % Applicable Revolver LIBOR Margin 3.75 2.25 % Applicable Term Loan A Index Margin 2.75 .50 % Applicable Term Loan A LIBOR Margin 3.75 2.25 % 1 Borrower Applicable Term Loan B Index Margin .50 % Applicable Term Loan B LIBOR Margin 2.25 % With respect to supply account information. provided; howeverthe Revolving Loans and the US Term Loan A, the Applicable Margins, with respect to the Term Loan, Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ Ultimate Holdco’s and its Subsidiaries’ consolidated financial performance, commencing with the third (3rd) Business Day following the date of the delivery of Ultimate Holdco’s audited Financial Statements to Lenders for the Fiscal Year ending December 31, 2004. Adjustments in the Applicable Margins will be determined by reference to the following grids: > 2.75 Level I ³ 4.00 to 1.00 3.25 % 4.25 % < 2.75, but > 2.00 Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % 2.00 Level III < Applicable Revolver LIBOR Margin 2.50 to 1.00 % 2.25 % 3.25 2.00 % Applicable Term A Loan LIBOR Margin 2.50 % 2.25 % 2.00 % Applicable Revolver Index Margin .75 % .50 % .25 % Applicable Term A Loan Index Margin .75 % .50 % .25 % All adjustments in the foregoing Applicable Margins after December 31, 2004 shall be implemented quarterly on a prospective basis, five commencing on the third (53rd) Business Days after Day following the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, the US Borrower Representative shall deliver to Agent and Lenders Authorized Agents a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. Failure to deliver such Financial Statements within 2 Business Days after the day required for such delivery pursuant to Section 4.4(a) shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Margins to the highest level set forth in the foregoing grid, until the sixth Business Day following the delivery of those Financial Statements demonstrating that such an increase is not required. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month third (3rd) Business Day following the date on which all Defaults or Events of Default are waived or cured. If the Applicable Margins have been adjusted downward based upon Ultimate Holdco’s unaudited quarterly Financial Statements for any Fiscal Quarter and it is later determined by Administrative Agent based upon Ultimate Holdco’s audited Financial Statements for the Fiscal Year in which such Fiscal Quarter occurs that (i) such unaudited quarterly Financial Statements for such Fiscal Quarter have been adjusted in connection with the preparation of such audited Financial Statement (the “Adjusted Quarterly Financial Statements”), and (ii) such downward adjustment in the Applicable Margins would not have been made had the Adjusted Quarterly Financial Statements been used to so adjust the Applicable Margins, then each Borrower shall pay to Appropriate Agent, for the account of the Lenders, within five (5) Business Days of such determination, such additional interest on the Loans that would have been payable hereunder had the Applicable Margin been adjusted (or not adjusted) on the basis of the Adjusted Quarterly Financial Statements. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest at the LIBOR Rate and the N Bor Rate shall be made by Appropriate Agent on the basis of a 360-day year (or a 365-day year, in the case of Loans denominated in British pounds (or any other Alternative Currency where market practice so requires)), in each case for the actual number of days occurring in the period for which such Fees and interest are payable. All computations of interest at the Index Rate shall be made by Administrative Agent on the basis of a 365-day or 366-day year, as applicable. The Index Rate is a floating rate determined for each day. Each determination by Appropriate Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrowers, absent manifest error. (d) (i) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (f6.1(f) or (g) and without notice of any kind, or (ii) so long as any other Event of Default under Section 6.1(a) or under Section 6.1(c) (in the latter case, as of a result of a breach of any of Sections 4.1 through 4.3) has occurred and is continuing and at the election of Administrative Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Administrative Agent to Borrowereach Borrower Representative (with a copy to European Loan Agent, European Funding Agent and European Working Capital Loan Agent), the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder (“Default Rate”), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue (i) from the initial date of such Event of Default in the case of an Event of Default that has occurred and is continuing under Section 6.1(f) or (g) and (ii) from the date of such notice of election, in the case of an Event of Default under Section 6.1(a) or under Section 6.1(c) (in the latter case, as a result of a breach of any of Sections 4.1 through 4.3), and in each case shall continue to accrue until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, US Borrower Representative shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii1) convert at any time all or any part of outstanding US Revolving Credit Advances (other than the Swing Line Loan) and US Term Loans from Index Rate Loans to LIBOR Loans, (iii2) convert all or any part of outstanding US Revolving Credit Advances (other than the Swing Line Loan) and US Term Loans from LIBOR Loan Loans to an Index Rate LoanLoans, subject to payment of the LIBOR Breakage Costs Fee in accordance with Section 2.3(d1.3(e) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv3) continue all or any portion of any US Revolving Credit Advances (other than the Swing Line Loan) and US Term Loans as an LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. European Borrower shall have the option to continue all or any portion of any European Revolving Credit Advances and European Term Loan A as a an LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a an LIBOR Loan must be in a minimum amount of $1,000,000 500,000 (or the Equivalent Amount in an Alternative Currency) and integral multiples of $500,000 100,000 (or the Equivalent Amount in an Alternative Currency) in excess of such amount. Any such election must be made by noon 11:00 a.m. (Chicago timeLocal Time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which US Borrower Representative wishes to convert any Index Rate Loan to a an LIBOR Loan for a an LIBOR Period designated by US Borrower Representative in such election. If no election is received with respect to a all or any portion of any US Revolving Credit Advances or the US Term Loans that are an LIBOR Loan by noon 11:00 a.m. (Chicago New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. If no election is received with respect to all or any portion of any European Revolving Credit Advances or the European Term Loan A that is an LIBOR Loan by 11:00 a.m. (Local Time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an LIBOR Loan having an LIBOR Period of one month at the end of its LIBOR Period. US Borrower Representative must make such election by notice to Administrative Agent in writing, by fax or overnight courier. European Borrower must make such election by notice to European Funding Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e1.2(e). No US Revolving Credit Advance or US Term Loan shall be made, converted into or continued as a an LIBOR Loan, if an Event of Default has occurred and is continuing and Administrative Agent or Requisite Lenders have determined not to make make, convert or continue any such Loan as a an LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.2(f) with respect to the US Revolving Loan and the US Term Loan, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Administrative Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e1.5(c) and thereafter shall refund any excess to Borrower Borrowers or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of BorrowerBorrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Acquisition Loan, the Index Rate plus the Applicable Term Acquisition Loan Index Margin per annum or, with respect to such portion at the election of the Term Loans designated as a LIBOR LoanBorrower Representative, the applicable LIBOR Rate plus the Applicable Term Acquisition Loan LIBOR Margin per annum. The Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 1.50 % Applicable Revolver LIBOR Margin 3.75 3.00 % Applicable Term Acquisition Loan Index Margin 2.75 2.00 % Applicable Term Acquisition Loan LIBOR Margin 3.75 3.50 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, L/C Margin 3.00 % Applicable Revolver Unused Line Fee Margin 0.50 % Applicable Acquisition Loan Unused Line Fee Margin 0.75 % The Applicable Revolver Unused Line Fee Margin set forth above shall be adjusted (up or down) prospectively on a quarterly basis as determined reduced by Holdings’ and its Subsidiaries’ consolidated financial performance0.25% for any month in which the average daily balance of the Revolving Loan is greater than 50% of the Revolving Loan Commitment. Adjustments in The Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins Acquisition Loan Unused Line Fee Margin shall be implemented quarterly on a prospective basis, five (5) Business Days after reduced by 0.25% for any month in which the date of delivery to Lenders average daily balance of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. If any Default or an Event of Default has occurred and Acquisition Loan is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day greater than 50% of the first calendar month following the date on which all Defaults or Events of Default are waived or curedAcquisition Loan Commitment. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrowers, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (fh) or (g) and without notice of any kindi), or so long as any other Default or Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to BorrowerBorrower Representative, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder (“Default Rate”), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Default or Event of Default until that Default or Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After Subject to the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facilityconditions precedent set forth in Section 2.2, Borrower Representative shall have the option to (i) request that any Revolving Credit Advance or Acquisition Loan Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 250,000 in excess of such amount. Any such election must be made by noon 11:00 a.m. (Chicago New York time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by noon 11:00 a.m. (Chicago New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect theretothereto (or if a Default or an Event of Default has occurred and is continuing or the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e1.5(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.5(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.5(f), a court of competent jurisdiction shall finally determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as in the order specified in Section 2.5(e) 1.11 and thereafter shall refund any excess to Borrower Borrowers or as such a court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Agent, for the ratable benefit of Lenders and the Fronting Lender in accordance with respect to the various Loans being made by each Lender and the Fronting Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Dollar Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Dollar Index Rate plus the Applicable Dollar Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of BorrowerBorrower Representative, the applicable Dollar LIBOR Rate plus the Applicable Dollar Revolver LIBOR Margin per annum; and , (ii) with respect to such portion of the Term Loans designated as an Index Rate LoanSterling Revolving Credit Advances, the applicable Sterling LIBOR Rate plus the Applicable Sterling Revolver LIBOR Margin per annum plus the Mandatory Cost, (iii) with respect to Swing Line Advances denominated in Dollars, the Dollar Index Rate plus the Applicable Term Loan Dollar Revolver Index Margin per annum or, and (iv) with respect to such portion of the Term Loans designated as a LIBOR LoanSwing Line Advances denominated in Sterling, the applicable LIBOR Sterling Index Rate plus the Applicable Term Loan LIBOR Sterling Revolver Index Margin per annum. As of the Closing Date, the Applicable Margins are as follows: Applicable Dollar Revolver Index Margin 3.00 % Applicable Dollar Revolver LIBOR Margin 4.00 % Applicable Sterling Revolver Index Margin 3.00 % Applicable Sterling Revolver LIBOR Margin 4.00 % Applicable L/C Margin 4.00 % Applicable Unused Line Fee Margin 1.00 % The Applicable Margins shall be as follows: Applicable Revolver Index Margin 2.75 % Applicable Revolver LIBOR Margin 3.75 % Applicable Term Loan Index Margin 2.75 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: <25% Level I ³ 4.00 to 1.00 3.25 >25% 4.25 but < 75% Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 >75% Level III < 2.50 to 1.00 2.25 Applicable Dollar Revolver Index Margin 3.00% 3.25 3.25% All adjustments 3.50% Applicable Dollar Revolver LIBOR Margin 4.00% 4.25% 4.50% Applicable Sterling Revolver Index Margin 3.00% 3.25% 3.50% Applicable Sterling Revolver LIBOR Margin 4.00% 4.25% 4.50% Applicable L/C Margin 4.00% 4.25% 4.50% Adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) each Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable MarginsDay. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the such Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month Business Day following the date on which all Defaults or Events such Event of Default are is waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest on all Loans denominated in Dollars shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. All computations of interest on all Loans denominated in Sterling shall be made by Agent on the basis of a 365-day year for the actual number of days occurring in the period for which such interest is payable. The Dollar Index Rate is a and the Sterling Index Rate are floating rate rates determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (fg) or (gh) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to BorrowerBorrower Representative, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder (the “Default Rate”), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After Subject to the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facilityconditions precedent set forth in Section 2.2, Borrower Representative shall have the option to (i) request that any Revolving Credit Advance denominated in Dollars be made as a LIBOR Loan, (ii) convert at any time all or any part portion of the outstanding Loans Revolving Loan denominated in Dollars from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan denominated in Dollars to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any the outstanding Revolving Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued portion of the outstanding Revolving Loan shall commence on the first day after the last day of the LIBOR Period of the portion of the outstanding Revolving Loan to be continued. Any portion of the outstanding Revolving Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of (i) if denominated in Dollars, $5,000,000 or an integral multiple of $1,000,000 and in excess of such amount or (ii) if denominated in Sterling, £3,000,000 or an integral multiples multiple of $£500,000 in excess of such amount. Any such election must be made by noon 11:00 a.m. (Chicago New York time) on the 3rd third Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the be made as a LIBOR RateLoan, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by noon 11:00 a.m. (Chicago New York time) on the 3rd third Business Day prior to the end of the LIBOR Period with respect theretothereto (or if a Default or an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that (i) if such LIBOR Loan is denominated in Dollars, such LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR PeriodPeriod and (ii) if such LIBOR Loan is denominated in Sterling, such LIBOR Loan shall be continued as a LIBOR Loan having a LIBOR Period of one month. Borrower Representative must make such election by notice to Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e1.5(e). No Loan Notwithstanding anything in this Section 1.5(e) or Agreement to the contrary, conversions and continuations of Index Rate Loans and LIBOR Loans hereunder shall be made, converted into not result in refinancings or continued as a LIBOR repayments of such portions of the outstanding Revolving Loan, if an Event but only repricings of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereofsuch continuously outstanding portions of the outstanding Revolving Loan. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of BorrowerBorrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time as described below; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, annum; and (iii) with respect to such portion of the Term Loans designated as a LIBOR Swing Line Loan, the applicable LIBOR Index Rate plus the Applicable Term Loan LIBOR Revolver Index Margin per annum, based on the aggregate Swing Line Advances outstanding from time to time as described below. The As of the Closing Date, the Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 0.75 % Applicable Revolver LIBOR Margin 3.75 2.25 % Applicable Term Loan Index Margin 2.75 5.00 % Applicable Term Loan LIBOR Unused Facility Fee Margin 3.75 0.375 % 1 Borrower to supply account information. provided; howeverCommencing on the first day of the month following the month in which the Closing Date occurs and until the expiration of the first full calendar quarter following the Closing Date, the Applicable MarginsRevolver Index Margin, with respect to the Term LoanApplicable Revolver LIBOR Margin, and the Applicable Unused Facility Fee Margin shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdingsthe first day of each calendar month, based on the sum of (i) Borrowers’ average daily Excess Revolver Availability and its Subsidiaries’ consolidated financial performance(ii) average daily Supplemental Real Estate Availability (collectively, “Excess Availability”) for the month most recently ended. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00Thereafter, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All all adjustments in the Applicable Margins (up or down) shall be implemented quarterly on a prospective basis, five (5) Business Days after based on the date of delivery to Lenders of average daily Excess Availability during the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statementsimmediate prior calendar quarter, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until commencing on the first day of the first second month of such calendar month quarter evidencing the need for such adjustment, as determined by Agent on or prior to the third (3rd) Business Day after the end of each calendar quarter. Adjustments in the Applicable Revolver LIBOR Margin, Applicable Revolver Index Margin and the Applicable Unused Facility Fee Margin shall be determined by reference to the following the date on which all Defaults grid: I Greater than $60,000,000 2.00 % 0.50 % 0.375 % II Less than or Events of Default are waived equal to $60,000,000 but greater than $45,000,000 2.25 % 0.75 % 0.375 % III Less than or cured.equal to $45,000,000 but greater than $35,000,000 2.50 % 1.00 % 0.50 % IV Less than or equal to $35,000,000 2.75 % 1.25 % 0.50 % (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrowers, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (fh) or (gi) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to BorrowerBorrower Representative, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points (2%) per annum above the rates of interest or and the rate of such Fee Fees otherwise applicable hereunder (“Default Rate”), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall then accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After Subject to the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facilityconditions precedent set forth in Section 2.2, Borrower Representative shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Term Loan or the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Term Loan or the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 2,500,000 and integral multiples of $500,000 250,000 in excess of such amount. Any such election must be made by noon 2:00 p.m. (Chicago New York time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by noon 2:00 p.m. (Chicago New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect theretothereto (or if an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. In order to request such election, Borrower Representative must make such election by notice to Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e1.5(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.5(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.5(f), a court of competent jurisdiction shall finally determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as in the order specified in Section 2.5(e) 1.11 and thereafter shall refund any excess to Borrower Borrowers or as such a court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to such portion of the Term Loans designated as an Index Rate LoanLoan A, the Index Rate plus the Applicable Term Loan A Index Margin per annum or, with respect to such portion at the election of the Term Loans designated as a LIBOR LoanBorrower, the applicable LIBOR Rate plus the Applicable Term Loan A LIBOR Margin per annum. The Applicable Margins shall be as follows: Applicable Revolver ; (iii) with respect to Term Loan B, the Index Margin 2.75 % Applicable Revolver LIBOR Margin 3.75 % Rate plus the Applicable Term Loan B Index Margin 2.75 % per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Term Loan B LIBOR Margin 3.75 % 1 Borrower to supply account information. providedper annum; however, the Applicable Margins, and (iv) with respect to Term Loan C, thirteen percent (13%) per annum. Notwithstanding the provisions of SECTION 1.10, interest on the Term LoanLoan C (including interest on the Term Loan C at the Default Rate) may, shall at Borrower's option, be adjusted (up or down) prospectively on a quarterly basis as determined paid in kind by Holdings’ capitalizing such interest and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference adding it to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders aggregate principal amount of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery Term Loan C Note, effective of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day as of the first calendar month following the date on which all Defaults or Events of Default are waived or curedapplicable Interest Payment Date. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a three hundred and sixty (360-) day year, in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate shall be determined for each day based upon the Index Rate as in effect each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Feesconclusive, absent manifest error. (d) So long as an Event of Default has shall have occurred and is be continuing under Section 8.1(a), (fh) or (gi) and without notice of any kind, or so long as any other Default or Event of Default has shall have occurred and is be continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points percent (2%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder (“Default Rate”"DEFAULT RATE"), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Default or Event of Default until that Default or Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After So long as no Default or Event of Default shall have occurred and be continuing, and subject to the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facilityadditional conditions precedent set forth in SECTION 2.2, Borrower shall have the option to (i) request that any Revolving Credit Advance Advances be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(dSECTION 1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 2,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon 11:00 a.m. (Chicago New York time) on the 3rd third (3rd) Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 11:00 a.m. (Chicago New York time) on the 3rd third (3rd) Business Day prior to the end of the LIBOR Period with respect theretothereto (or if a Default or an Event of Default shall have occurred and be continuing or if the additional conditions precedent set forth in SECTION 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion"NOTICE OF CONVERSION/Continuation”CONTINUATION") in the form of Exhibit 2.2(eEXHIBIT 1.5(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.2SECTION 1.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”"MAXIMUM LAWFUL RATE"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; providedPROVIDED, howeverHOWEVER, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that which would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(aSECTIONS 1.5(a) through (e)) above, unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that which such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(fSECTION 1.5(f), a court of competent jurisdiction shall finally determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as in the order specified in Section 2.5(e) SECTION 1.11 and thereafter shall refund any excess to Borrower or as such a court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion at the election of the Term Loans designated as a LIBOR LoanBorrower, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The Applicable Margins shall be as follows: ; and (iii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin 2.75 % per annum. The Applicable Revolver Index Margin, Applicable Revolver LIBOR Margin 3.75 % Margin, Applicable Term Loan Index Margin 2.75 % Margin, Applicable Term Loan LIBOR Margin 3.75 and Applicable Unused Line Fee Margin, will be 0.0%, 1.5%, 0.0%, 1.5% 1 Borrower to supply account informationand 0.25% per annum, respectively, as of the Effective Date. provided; however, the The Applicable Margins, with respect to the Term Loan, shall Margins will be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ Borrower's consolidated financial performanceperformance for the trailing twelve months most recently ended, commencing at least five (5) days after the date of delivery of Borrower's quarterly Financial Statements to Agent for the Fiscal Quarter ending April 4, 1999. Adjustments in Applicable Margins will be determined by reference to the following grids: IF CONSOLIDATED TOTAL FUNDED LEVEL OF INDEBTEDNESS COVERAGE RATIO IS APPLICABLE MARGINS: ------------------------------ ------------------- less than 2.5:1 Level I ³ 4.00 greater than or equal to 1.00 3.25 % 4.25 % 2.5:1 but less than or equal to 3.0:1 Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % greater than 3.0:1 Level III < 2.50 to 1.00 2.25 APPLICABLE MARGINS ------------------------------- LEVEL I LEVEL II LEVEL III ------- -------- --------- Applicable Revolver Index Margin 0.000% 3.25 0.000% 0.000% Applicable Revolver LIBOR Margin 1.500% 1.750% 2.000% Applicable Term Loan Index Margin 0.000% 0.000% 0.000% Applicable Term Loan LIBOR Margin 1.500% 1.750% 2.000% Applicable Unused Line Fee Margin 0.250% 0.250% 0.375% [EXECUTION VERSION] All adjustments in the Applicable Margins shall after April 4, 1999, will be implemented quarterly on a prospective basis, for each calendar month commencing at least five (5) Business Days days after the date of delivery to Lenders of the quarterly unaudited or annual audited (as applicable) Financial Statements of the Credit Parties evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. If any a Default or an Event of Default has shall have occurred and is or be continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults such Default or Events Event of Default are is waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”), and the outstanding principal balance of the Loans shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of BorrowerBorrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion at the election of the Term Loans designated as a LIBOR LoanBorrower Representative, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum; and (iii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. Notwithstanding the foregoing, if any Lender shall determine that (i) the agreement to make or the making or continuing to fund or maintain any LIBOR Loan is unlawful as determined in accordance with Section 1.16(c), or (ii) the LIBOR Rate is unavailable or is incapable of being determined, then Agent shall convert the Loans from LIBOR Loans to Index Rate Loans and such Index Rate Loans shall bear interest at the Index Rate plus the Applicable Margin per annum. The Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 1.50% Applicable Revolver LIBOR Margin 3.75 3.50% Applicable Term Loan Index Margin 2.75 1.50% Applicable Term Loan LIBOR Margin 3.75 3.50% 1 Borrower to supply account information. provided; however, the Applicable Margins, L/C Margin (for Letter of Credit Obligations with respect to the Term Loan, shall be adjusted Industrial Development Bonds) 2.50% Applicable L/C Margin (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date for Letter of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured. (b) If any payment on any Loan becomes due and payable on a day Credit Obligations other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, those issued with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (cIndustrial Development Bonds) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit 3.50% Applicable Unused Line Fee shall be increased by two percentage points (2Margin 0.50%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”), and the outstanding principal balance of the Loans shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order."

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders with respect to the various Loans made by each Lender (or in the case of the Swing Line Loan, for the benefit of the Swing Line Lender), in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans Credit Advances which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans Credit Advances which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to such portion of the Term Loans Loan B designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan B Index Margin per 9 annum or, with respect to such portion of the Term Loans Loan B designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan B LIBOR Margin per annum; and (iii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. The Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 2.00% Applicable Revolver LIBOR Margin 3.75 3.50% Applicable Term Loan B Index Margin 2.75 2.00% Applicable Term Loan B LIBOR Margin 3.75 3.50% 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in L/C Margin 3.50% Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured.Unused Line Fee Margin 0.50% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(aSECTION 7.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”"DEFAULT RATE"), and the outstanding principal balance of the Loans shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(dSECTION 1.3(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 5,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon 1:00 p.m. (Chicago New York time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 1:00 p.m. (Chicago New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writingwriting on such day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion"NOTICE OF CONVERSION/Continuation”CONTINUATION") in the form of Exhibit 2.2(eEXHIBIT 1.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. No Loan may be made as or converted into a LIBOR Loan until the earlier of (i) 45 days after the Closing Date or (ii) completion of the primary syndication as determined by Agent. (f) Notwithstanding anything to the contrary set forth in this Section 2.2SECTION 1.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”"MAXIMUM LAWFUL RATE"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(aSECTIONS 1.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(fSECTION 1.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(eSECTION 1.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Agent, for the ratable benefit of Lenders Lenders, with respect to the various Loans (other than Letter of Credit Obligations) made by each Lender (or in the case of the Swing Line Loan, for the benefit of the Swing Line Lender or, in the case of the Alternative Currency Swing Line Loan, for the benefit of the Alternative Currency Swing Line Lender), in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which Credit Advances that are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Loans, the Index Rate plus the Applicable Revolver Index Margin per annum orannum, (ii) with respect to Revolving Loans which Credit Advances that are designated as LIBOR Loans, at the election of BorrowerBorrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (iiiii) with respect to such portion of the Term Loans designated as an Index Rate Swing Line Loan, the Index Rate plus the Applicable Term Loan Revolver Index Margin per annum orannum, (iv) with respect to such portion Alternative Currency Revolving Credit Advances that are LIBOR Loans, at the election of the Term Loans designated as a LIBOR LoanBorrower Representative, the applicable Alternative Currency LIBOR Rate plus the Applicable Term Loan Revolver LIBOR Margin per annum, and (v) with respect to the Alternative Currency Swing Line Loan, the Alternative Currency Index Rate plus the Applicable Alternative Currency Revolver Index Margin per annum. The As of the Closing Date, the Applicable Margins shall be are as follows: Applicable Revolver Index Margin 1.50 % Applicable Alternative Currency Revolver Index Margin 2.75 % Applicable Revolver LIBOR Margin 3.75 2.75 % Applicable Term Loan Index L/C Margin 2.75 % The Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance, commencing with the first day of the first calendar month that occurs more than one (1) day after delivery of Holdings’ quarterly Financial Statements to Lenders for the Fiscal Quarter ending June 30, 2005. Adjustments in Applicable Margins will be determined by reference to the following gridsgrid: <0.7 Level I ³ 4.00 to 1.00 3.25 % 4.25 % <1.0, but > 0.7 Level II ³ <1.6, but > 1.0 Level III >1.6 ▇▇▇▇▇ ▇▇ Applicable Revolver Index Margin 1.00 % 1.25 % 1.50 % 1.75 % Applicable Alternative Currency Revolver Index Margin 2.25 % 2.50 to 1.00, and < 4.00 to 1.00 % 2.75 % 3.75 3.00 % Level III < 2.50 to 1.00 Applicable Revolver LIBOR Margin 2.25 % 3.25 2.50 % 2.75 % 3.00 % Applicable L/C Margin 2.25 % 2.50 % 2.75 % 3.00 % All adjustments in the Applicable Margins after June 30, 2005 shall be implemented quarterly on a prospective basis, five for each calendar month commencing at least one (51) Business Days day after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those quarterly unaudited Financial Statements, Borrower Representative shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. Failure to timely deliver such Financial Statements shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Margins to the highest level set forth in the foregoing grid, until the first day of the first calendar month following the delivery of those Financial Statements demonstrating that such an increase is not required. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a and the Alternative Currency Index Rate are each floating rate rates determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrowers, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a7.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to BorrowerBorrower Representative, the interest rates applicable to the Loans and the Letter of Credit Fee and Unused Line Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”), and the all other outstanding principal balance of the Loans Obligations which are past due shall bear interest at the Default then applicable Index Rate applicable to such Obligationsother Obligations plus the Default Rate. Interest Interest, Unused Line Fees and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower Representative shall have the option to (i) request that any Revolving Credit Advance or Alternative Currency Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate LoanLoan (other than an Alternative Currency Revolving Credit Advance), subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(d1.3(e) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of , provided, however, Loans having that bear interest by reference to the same proposed Alternative Currency LIBOR Period to Rate and the Alternative Currency Index Rate may not be made converted or continued as, as Loans that bear interest by reference to the LIBOR Rate or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amountthe Index Rate. Any such election must be made by noon 1:00 p.m. (Chicago New York time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which or Alternative Currency Revolving Credit Advance that is to bear interest at the LIBOR Rate or Alternative Currency LIBOR Rate, as applicable, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by noon 1:00 p.m. (Chicago New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan (other than an Alternative Currency Revolving Credit Advance) shall be converted to an Index Rate Loan at the end of its LIBOR Period. With respect to any Loan consisting of an Alternative Currency Revolving Credit Advance, if no election is received with respect to a LIBOR Loan by 1:00 p.m. (New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate continued as a LIBOR Loan at for the end of its same LIBOR Period. Borrower Representative must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e1.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e1.5(d) and thereafter shall refund any excess to Borrower Borrowers or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders Lenders, in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans Credit Advances which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Loans, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans Credit Advances which are designated as LIBOR BA Rate Loans, at the election of Borrower, the applicable LIBOR BA Rate plus the Applicable Revolver LIBOR BA Rate Margin per annum; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Swing Line Loan, the Index Rate plus the Applicable Term Loan Revolver Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The As of the date hereof, the Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 1.0% Applicable Revolver LIBOR BA Rate Margin 3.75 2.25% Applicable Term Loan Index Margin 2.75 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, The applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ Playtex US’s and its Subsidiaries’ consolidated financial performance, commencing with the first day of the first calendar month that occurs more than one (1) day after delivery of Playtex US’s quarterly Financial Statements to Lenders for the Fiscal Quarter ending closest to December 31, 2005. Adjustments in Applicable Margins will be determined by reference to the following grids: If Interest Coverage Ratio is Level of Applicable Margins: < 1. 00 Level I ³ 4.00 to < 2.00, but ≥ 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00< 2.50, and < 4.00 to 1.00 2.75 % 3.75 % but ≥ 2.00 Level III < 3.00, but ≥ 2.50 to 1.00 2.25 Level IV ≥ 3.00 Level V Applicable Revolver Index Margin 1.50% 3.25 1.25% 1.00% 0.75% 0.50% Applicable Revolver LIBOR Margin 2.75% 2.50% 2.25% 2.00% 1.75% All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five for each calendar month commencing (5A) Business Days at least one (1) day after the date of delivery to Lenders of the quarterly unaudited Financial Statements of Playtex US and its Subsidiaries pursuant to Sections 4.2(a) and 4.2(b), as applicable, evidencing the need for an adjustmentadjustment or (B) at least one (1) day after the date of delivery to Lenders of an Interim Annual Pricing Certificate if, at the option of the Borrower, such Interim Annual Pricing Certificate is delivered in accordance with Section 4.2(k)(ii), provided, however, that if, after a delivery of an Interim Annual Pricing Certificate, the audited Financial Statements of Playtex US and its Subsidiaries delivered pursuant to Section 4.2(b) with respect to the Fiscal Year covered by such Interim Annual Pricing Certificate demonstrate a need for an increase in the Applicable Margin as compared to the Applicable Margin implemented based on the Interim Annual Pricing Certificate, Borrower shall pay on demand to the Agent, and, in any event, the Agent shall be permitted to charge to the Revolving Loan, for the ratable benefit of the Lenders, the amount of interest that would have accrued on the Loans at those increased Applicable Margins from the date of the implementation of the Applicable Margins based on the Interim Annual Pricing Certificate less the amount of interest paid by the Borrower for such period; and provided, further, however, that failure to timely deliver the audited Financial Statements of Playtex US and its Subsidiaries pursuant to Section 4.2(b) with respect to the Fiscal Year covered by such Interim Annual Pricing Certificate shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Margins to the highest level set forth in the foregoing grid, commencing retroactively from the date of the implementation of the Applicable Margins based on the applicable Interim Annual Pricing Certificate until the first day of the first calendar month following the delivery of those Financial Statements demonstrating that such an increase is not required. Concurrently with the delivery of those each Financial StatementsStatements pursuant to Sections 4.2(a) and 4.2(b), as applicable, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officerthe Pricing Certificate, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR BA Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees are payable. All computation of interest calculated on a per annum basis shall be made by Agent on the basis of a 365-day year with respect to BA Rate Loans and on the basis of a 365/366-day year with respect to Index Rate Loans, in each case for the actual number of days occurring for which such interest are is payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrower, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a6.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee shall shall, subject to the Interest Act (Canada), be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”), and the outstanding principal balance of the Loans shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date Interest Payment Date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR BA Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR BA Rate Loans, (iii) convert any LIBOR BA Rate Loan to an Index Rate Loan, subject to payment of the LIBOR BA Breakage Costs Cost in accordance with Section 2.3(d1.3(d) if such conversion is made prior to the expiration of the LIBOR BA Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR BA Rate Loan upon the expiration of the applicable LIBOR BA Period and the succeeding LIBOR BA Period of that continued Loan shall commence on the first day after the last day of the LIBOR BA Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR BA Period to be made or continued as, or converted into, a LIBOR BA Rate Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon 1:00 p.m. (Chicago Toronto time) on the 3rd 2nd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR BA Rate, (2) the end of each LIBOR BA Period with respect to any LIBOR BA Rate Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR BA Rate Loan for a LIBOR BA Period designated by Borrower in such election. If no election is received with respect to a LIBOR BA Rate Loan by noon 1:00 p.m. (Chicago Toronto time) on the 3rd 2nd Business Day prior to the end of the LIBOR BA Period with respect thereto, that LIBOR BA Rate Loan shall be converted to an Index Rate Loan at the end of its LIBOR BA Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e1.2(e). No Loan shall be made, converted into or continued as a LIBOR BA Rate Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR BA Rate Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Revolver Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans Credit Advances (Revolver A) and for all other Obligations not otherwise set forth belowRevolving Credit Advances (Revolver B), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to such portion of the Term Loans designated as an Index Rate LoanLoan A, the Index Rate plus the Applicable Term Loan A Index Margin per annum or, annum; (iii) with respect to such portion of Term Loan B, a fixed rate equal to eleven percent (11%) per annum; (iv) with respect to the Term Loans designated as a LIBOR LoanAcquisition Loan Advances, the applicable LIBOR Index Rate plus the Applicable Term Acquisition Loan LIBOR Index Margin per annum; and (v) with respect to the Swing Line Loans, the Index Rate plus the Applicable Revolver Index Margin per annum. The Applicable Margins shall be as follows: Applicable Revolver Index Margin 2.75 will be 0.5% Applicable Revolver LIBOR Margin 3.75 % per annum. The Applicable Term Loan A Index Margin 2.75 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 1.0% 4.25 per annum. The Applicable Acquisition Loan Index Margin will be 1.0% Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 per annum. The Applicable L/C Margin will be 2.5% 3.75 per annum. The Applicable Unused Revolver Fee Margin will be 0.5% Level III < 2.50 to 1.00 2.25 per annum. The Applicable Unused Acquisition Line Fee Margin will be 0.375% 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or curedper annum. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Revolver Agent on the basis of a three hundred and sixty (360-) day year, in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate shall be determined for each day based upon the Index Rate as in effect each day. Each determination by Revolver Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Feesconclusive, absent manifest error. (d) So long as an Event of Default has shall have occurred and is be continuing under Section 8.1(a), (fh) or (gi) and without notice of any kind, or so long as any other Default or Event of Default has shall have occurred and is be continuing and at the election of Administrative Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Administrative Agent to BorrowerBorrower Representative, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points percent (2%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder (“Default Rate”"DEFAULT RATE"), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Default or Event of Default until that Default or Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”"MAXIMUM LAWFUL RATE"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; providedPROVIDED, howeverHOWEVER, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Revolver Agent, on behalf of Lenders, is equal to the total interest that which would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(aSECTIONS 1.5(A) through (e)D) above, unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.again

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Agent, for the ratable benefit of Lenders Lenders, in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans Credit Advances which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans Credit Advances which are designated as LIBOR Loans, at the election of BorrowerBorrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to such portion of the Term Loans Loan designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion of the Term Loans Loan designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum; and (iii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. The Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 .75% Applicable Revolver LIBOR Margin 3.75 2.75% Applicable Term Loan Index Margin 2.75 .75% Applicable Term Loan LIBOR Margin 3.75 2.75% 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured.L/C Margin 2.75% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of "LIBOR Period") and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Feespresumptively correct, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a6.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to BorrowerBorrower Representative, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“"Default Rate”"), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After At any time after the earlier of sixty days following tenth (10th) Business Day after the Closing Date and the completion of the primary syndication of the credit facilityDate, Borrower Representative shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs Fee in accordance with Section 2.3(d1.3(e) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 250,000 in excess of such amount. Any such election must be made by noon (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago time) on the 3rd third Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e)Borrowing. No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.2, if a court of competent jurisdiction determines in a final non-appealable order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “"Maximum Lawful Rate”"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e1.5(e) and thereafter shall promptly refund any excess to Borrower Borrowers or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders with respect to the various Loans made by each Lender (or in the case of the Swing Line Loan, for the benefit of the Swing Line Lender), in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans Credit Advances which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans Credit Advances which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to such portion of the Term Loans Loan B designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan B Index Margin per annum or, with respect to such portion of the Term Loans Loan B designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan B LIBOR Margin per annum; and (iii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. The Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 2.00% Applicable Revolver LIBOR Margin 3.75 3.50% Applicable Term Loan B Index Margin 2.75 2.00% Applicable Term Loan B LIBOR Margin 3.75 3.50% 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in L/C Margin 3.50% Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured.Unused Line Fee Margin 0.50% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(aSECTION 7.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”"DEFAULT RATE"), and the outstanding principal balance of the Loans shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(dSECTION 1.3(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 5,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon 1:00 p.m. (Chicago New York time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 1:00 p.m. (Chicago New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writingwriting on such day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion"NOTICE OF CONVERSION/Continuation”CONTINUATION") in the form of Exhibit 2.2(eEXHIBIT 1.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. No Loan may be made as or converted into a LIBOR Loan until the earlier of (i) 45 days after the Closing Date or (ii) completion of the primary syndication as determined by Agent. (f) Notwithstanding anything to the contrary set forth in this Section 2.2SECTION 1.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”"MAXIMUM LAWFUL RATE"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(aSECTIONS 1.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(fSECTION 1.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(eSECTION 1.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders Lenders, with respect to the various Loans (other than Letter of Credit Obligations) made by each Lender (or in the case of the Swing Line Loan, for the benefit of the Swing Line Lender), in arrears on each applicable Interest Payment Date, at the following rates: rates with respect to (i) with respect to the Revolving Loans which Credit Advances that are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Loans, the Index Rate plus the Applicable Revolver Index Margin per annum orannum, with respect to (ii) Revolving Loans which Credit Advances that are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and , (iiiii) with respect to such portion of the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum, (iv) the Term Loans designated as an Index Rate LoanLoan A, the Index Rate plus the Applicable Term Loan A Index Margin per annum orannum, with respect to such portion or at the request of the Term Loans designated as a LIBOR LoanBorrower, the applicable LIBOR Rate plus the Applicable Term Loan A LIBOR Margin per annum and (v) the Term Loan B, the Index Rate plus the Applicable Term Loan B Index Margin per annum, or at the request of Borrower, the applicable LIBOR Rate plus the Applicable Term Loan B LIBOR Margin per annum. The Applicable Margins shall be with respect to Revolving Credit Advances and Letter of Credit Obligations, whether incurred on or after the date hereof, Term Loan A and Term Loan B are as follows: Applicable Revolver Index Margin 2.75 1.75 % Applicable Revolver LIBOR Margin 3.75 2.75 % Applicable Term Loan Index L/C Margin 2.75 % Applicable Term Loan A Index Margin 4.50 % Applicable Term Loan A LIBOR Margin 3.75 5.50 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Loan B Index Margin 1.75 % Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured.Term Loan B LIBOR Margin 3.00 % (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrower, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (f) or (g7.1(a) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to BorrowerBorrower and without further notice, motion or application to, hearing before, or order from the Bankruptcy Court, the interest rates applicable to the Loans and the Letter of Credit Fee and Unused Line Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”), and the all other outstanding principal balance of the Loans Obligations which are past due shall bear interest at the Default then applicable Index Rate applicable to such Obligationsother Obligations plus the Default Rate. Interest Interest, Unused Line Fees and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(d1.3(e) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon 1:00 p.m. (Chicago New York time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which that is to bear interest at the LIBOR Rate, Rate (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 1:00 p.m. (Chicago New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e1.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e1.5(d) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and . (iiA) with respect to such portion As of the Term Loans designated as an Index Rate LoanFirst A&R Closing Date, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The Applicable Margins shall be were as follows: Applicable Revolver Index Margin 2.75 0.00 % Applicable Revolver LIBOR Margin 3.75 1.25 % Applicable Term Loan Index L/C Margin 2.75 1.25 % Applicable Term Loan LIBOR Unused Line Fee Margin 3.75 0.375 % 1 Borrower to supply account information. provided; howeverAt all times from and after the First A&R Closing Date until (but excluding) the Closing Date, the Applicable Margins, with respect to the Term Loan, Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 Applicable Revolver Index Margin 0.00 % 4.25 0.00 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 0.25 % 3.75 0.50 % Level III < 2.50 to 1.00 2.25 Applicable Revolver LIBOR Margin 1.25 % 3.25 1.50 % All adjustments 1.75 % 2.00 % Applicable L/C Margin 1.25 % 1.50 % 1.75 % 2.00 % Applicable Unused Line Fee Margin 0.375 % 0.375 % 0.25 % 0.25 % Adjustments in the Applicable Margins commencing with the Fiscal Quarter ending on or about December 31, 2005 shall be implemented quarterly on a prospective basis, five (5) Business Days commencing on the first day of the calendar month that begins after the date of delivery to Lenders of the quarterly unaudited Financial Statements Compliance Certificate delivered to Agent and Lenders pursuant to paragraph (b) of Annex E with respect to a Fiscal Quarter evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statementssuch Compliance Certificate, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. Failure to timely deliver such Compliance Certificate shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Margins to the highest level set forth in the foregoing grid, until the date of the delivery of a Compliance Certificate demonstrating that such an increase is not required. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the date on which such Event of Default is waived or cured. (B) As of the Closing Date, the Applicable Margins are as follows: Applicable Revolver Index Margin 0.75 % Applicable Revolver LIBOR Margin 2.25 % Applicable L/C Margin 2.25 % Applicable Unused Line Fee Margin 0.50 % After the Closing Date, the Applicable Margins (other than Applicable Unused Line Fee Margin) shall be adjusted by reference to the following grids: Applicable Revolver Index Margin 0.75 % 1.00 % 1.50 % Applicable Revolver LIBOR Margin 2.25 % 2.50 % 3.00 % Applicable L/C Margin 2.25 % 2.50 % 3.00 % Adjustments in the Applicable Margins (other than Applicable Unused Line Fee Margin) commencing with the Fiscal Quarter ending on or about July 3, 2010 shall be implemented quarterly on a prospective basis, commencing on the first day of the first calendar month following that begins after the date of delivery to Lenders of the Compliance Certificate delivered to Agent and Lenders pursuant to paragraph (b) of Annex E with respect to a Fiscal Quarter evidencing the need for an adjustment. Concurrently with the delivery of such Compliance Certificate, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. Failure to timely deliver such Compliance Certificate shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Margins (other than Applicable Unused Line Fee Margin) to the highest level set forth in the foregoing grid, until the date of the delivery of a Compliance Certificate demonstrating that such an increase is not required. If an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the date on which all Defaults or Events such Event of Default are is waived or cured. After the Closing Date, the Applicable Unused Line Fee Margin shall be adjusted as follows: (i) if the average of the daily closing balances of the Revolving Loan and the Swing Line Loan outstanding during the period for which the Fee under Section 1.9(b) is due is equal to or greater than 50% of the average Maximum Amount during such period, the Applicable Unused Line Fee Margin for such period shall be equal to 0.375% per annum and (ii) if the average of the daily closing balances of the Revolving Loan and the Swing Line Loan outstanding during the period for which the Fee under Section 1.9(b) is due is less than 50% of the average Maximum Amount for such period, the Applicable Unused Line Fee Margin for such period shall be equal to 0.50% per annum. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate rates and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (fh) or (g) and without notice of any kindi), or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased to the rate per annum which is determined by adding two percentage points percent (22.0%) per annum above to the rates of interest Applicable Margin then in effect for such Loans (plus the LIBOR Rate or Index Rate, as the case may be) or to the rate of such Fee Fees otherwise applicable hereunder unless Agent or Requisite Lenders elect to impose a smaller increase (the “Default Rate”), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall be payable upon demand and shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligationwaived. (e) After Subject to the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facilityconditions precedent set forth in Section 2.2, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 2,000,000 and integral multiples of $500,000 1,000,000 in excess of such amount. Any such election must be made by noon 11:00 a.m. (Chicago time) on the 3rd Third Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 11:00 a.m. (Chicago time) on the 3rd Third Business Day prior to the end of the LIBOR Period with respect theretothereto (or if a Default or an Event of Default has occurred and is continuing or the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, including by fax or overnight courier (or by telephone, to be promptly confirmed in writing)Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e1.5(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to such portion of the Term Loans designated as an Index Rate LoanLoan A, the Index Rate plus the Applicable Term Loan A Index Margin per annum or, with respect to such portion at the election of the Term Loans designated as a LIBOR LoanBorrower, the applicable LIBOR Rate plus the Applicable Term Loan A LIBOR Margin per annum; (iii) with respect to the Term Loan B, the Index Rate plus the Applicable Term Loan B Index Margin per annum; and (iv) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. The As of the Closing Date, the Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 1.50% Applicable Revolver LIBOR Margin 3.75 3.00% Applicable Term Loan A Index Margin 2.75 2.25% Applicable Term Loan B Index Margin 7.00% Applicable Term Loan A LIBOR Margin 3.75 3.75% 1 Borrower Applicable L/C Margin 3.00% Applicable Unused Line Fee Margin 0.50% If the prepayments of the Term Loan A pursuant to supply account information. provided; however, Section 1.3(b)(iii) or pursuant to Section 1.3(b)(ii) from the Applicable Margins, proceeds of dispositions of one or more parcels of Real Estate other than Eligible Real Estate equal or exceed $1,600,000 in the aggregate prior to the date that the Financial Statements with respect to the Fiscal Quarter ending on or about April 2, 2005 are required to be delivered pursuant to Annex E, the Applicable Term LoanLoan A Index Margin of 2.25% and the Applicable Term Loan A LIBOR Margin of 3.75% shall be reduced by 0.25% effective during the period commencing on and including the first day of the first calendar month following the date such prepayments of the Term Loan A equal or exceed $1,600,000 in the aggregate and ending on the date that the Financial Statements with respect to the Fiscal Quarter ending on or about April 2, 2005 are required to be delivered pursuant to Annex E. The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: LEVEL OF IF LEVERAGE RATIO IS: APPLICABLE MARGINS: ---------------------- ----------------------- < 2.25 Level I ³ 4.00 to 1.00 3.25 % 4.25 % <2.50, but > or = 2.25 Level II ³ <2.75, but > or = 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 > or = 2.75 ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ------------------------------------------- ▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ------- -------- --------- -------- Applicable Revolver Index Margin 1.00% 3.25 1.25% All adjustments 1.50% 1.75% Applicable Revolver LIBOR Margin 2.50% 2.75% 3.00% 3.25% Applicable Term Loan A Index Margin 1.50% 1.75% 2.00% 2.25% Applicable Term Loan B Index Margin 5.00% 5.75% 6.50% 7.00% Applicable Term Loan A LIBOR Margin 3.00% 3.25% 3.50% 3.75% Applicable L/C Margin 2.50% 2.75% 3.00% 3.25% (i) if the Reference Availability at the time of delivery of the Financial Statements evidencing the need for adjustment is less than $10,000,000, Applicable Margins shall be increased by 0.25% effective as of the time of adjustment set forth below and (ii) if the Reference Availability at the time of delivery of the Financial Statements evidencing the need for adjustment exceeds $20,000,000, Applicable Margins shall be reduced by 0.25% effective as of the time of adjustment set forth below. Adjustments in the Applicable Margins commencing with the Fiscal Quarter ending on or about April 2, 2005 shall be implemented quarterly on a prospective basis, five (5) Business Days commencing on the first day of the calendar month that begins after the date of delivery to Lenders of the quarterly unaudited or annual audited (as applicable) Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. Failure to timely deliver such Financial Statements shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Margins to the highest level set forth in the foregoing grid, until the date of the delivery of those Financial Statements demonstrating that such an increase is not required. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events such Event of Default are is waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate rates and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (fh) or (g) and without notice of any kindi), or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points (2%) per annum above the rates highest interest rate on the grid of interest or the rate of such Fee Fees otherwise applicable hereunder unless Agent or Requisite Lenders elect to impose a smaller increase (“the "Default Rate”"), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After Subject to the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facilityconditions precedent set forth in Section 2.2, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan and the Term Loan B) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan and the Term Loan B) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 2,000,000 and integral multiples of $500,000 1,000,000 in excess of such amount. Any such election must be made by noon 11:00 a.m. (Chicago time) on the 3rd Third Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 11:00 a.m. (Chicago time) on the 3rd Third Business Day prior to the end of the LIBOR Period with respect theretothereto (or if a Default or an Event of Default has occurred and is continuing or the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “"Notice of Conversion/Continuation”") in the form of Exhibit 2.2(e1.5(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “"Maximum Lawful Rate”"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of BorrowerBorrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to such portion of the Term Loans designated as an Index Rate LoanLoan A, the Index Rate plus the Applicable Term Loan A Index Margin per annum or, with respect to such portion at the election of the Term Loans designated as a LIBOR LoanBorrower Representative, the applicable LIBOR Rate plus the Applicable Term Loan A LIBOR Margin per annum; (iii) with respect to Term Loan B, the Index Rate plus the Applicable Term Loan B Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Term Loan B LIBOR Margin per annum; and (iv) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. The Commencing on the Third Amendment Effective Date (hereinafter defined), the Applicable Margins shall be as follows: Applicable Revolver Index Margin 2.75 3.50% Applicable Revolver LIBOR Margin 3.75 4.75% Applicable Term Loan A Index Margin 2.75 3.50% Applicable Term Loan A LIBOR Margin 3.75 4.75% 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Loan B Index Margin 4.00% Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 Term Loan B LIBOR Margin 5.25% 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Unused Line Fee shall be increased by two percentage points (2Margin 0.50%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”), and the outstanding principal balance of the Loans shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Each Borrower shall pay interest to AgentAdministrative Agent on the aggregate outstanding principal amount of the Loans made to such Borrower, for the ratable benefit of the applicable Lenders in accordance with respect to the various Loans being made by each Lendersuch Lenders, in arrears on each applicable Interest Payment Date, at the following rates: : (i) with respect to the Revolving Loans which are Credit Advances designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Loans, the applicable Index Rate plus the Applicable Revolver Index Margin per annum or, annum; (ii) with respect to the Revolving Loans which are Credit Advances designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and ; (iiiii) with respect to such portion of the Term Loans Revolving Credit Advances designated as an EURIBOR Loans, the applicable EURIBOR Rate plus the Applicable EURIBOR Margin per annum; (iv) with respect to the Revolving Credit Advances designated as BA Rate Loans, the applicable BA Rate plus the Applicable BA Rate Margin per annum; (v) with respect to the U.S. Term Loan designated as Index Rate LoanLoans, the applicable Index Rate plus the Applicable U.S. Term Loan Index Margin per annum or, annum; (vi) with respect to such portion of the U.S. Term Loans Loan designated as a LIBOR Loans, the applicable LIBOR Rate plus the Applicable U.S. Term Loan LIBOR Margin per annum; (vii) with respect to the Euro Term Loan, the applicable EURIBOR Rate plus the Applicable Euro Term Loan EURIBOR Margin per annum; (viii) with respect to the Sterling Term Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum; (ix) with respect to the U.S. Dollars Swing Line Loan, the applicable Index Rate plus the Applicable Index Margin per annum; (x) with respect to the Canadian Dollars Swing Line Loan, the applicable Index Rate plus the Applicable Index Margin per annum; (xi) with respect to the Euro Swing Line Loan, the EURIBOR Rate plus the Applicable EURIBOR Margin per annum; and (xii) with respect to the Sterling Swing Line Loan, the applicable LIBOR Rate plus the Applicable LIBOR Margin per annum. The Applicable Margins shall be plus, in each case where applicable, Mandatory Costs as follows: Applicable Revolver Index Margin 2.75 % Applicable Revolver LIBOR Margin 3.75 % Applicable Term Loan Index Margin 2.75 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account informationdefined and described in Section 11.19. provided; howeverAs of and from and after the First Amendment Effective Date, the Applicable Margins, Unused Line Fee Margin with respect to the Term Loan, Revolving Commitments (other than Refinancing Revolving Loans and Extended Revolving Commitments (other than Tranche A Extended Revolving Commitments)) is 0.50%. The Applicable Unused Line Fee Margin with respect to Refinancing Revolving Loans and Extended Revolving Commitments (other than Tranche A Extended Revolving Commitments) shall be adjusted (up as set forth in the relevant Joinder Agreement or down) prospectively on a quarterly basis as determined by Holdings’ Extension Agreement, respectively. As of and its Subsidiaries’ consolidated financial performance. Adjustments in from and after the First Amendment Effective Date, the Applicable Margins will be determined by reference with respect to the following gridsOriginal Term Loans, the Original Revolving Credit Advances, Swing Line Loans and Letters of Credit are as follows: Level I ³ 4.00 As of and from and after the Fourth Amendment Effective Date, the Applicable Margins with respect to 1.00 3.25 % 4.25 % Level II ³ 2.50 the Tranche A Extended Term Loans and the Tranche A Extended Revolving Credit Advances are as follows: The Applicable Margins with respect to 1.00any Extended Revolving Credit Advances (other than Tranche A Extended Revolving Credit Advances), Refinancing Revolving Loans, Extended Term Loans (other than Tranche A Extended Term Loans) and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments Refinancing Term Loans shall be as set forth in the relevant Extension Agreement or Joinder Agreement, as the case may be. Immediately upon the occurrence of a Rating Event, each of the Applicable Margins shall thereupon immediately and permanently be implemented quarterly on a prospective basis, five increased by 1/2 of 1%. On the Business Day following such increase the Administrative Agent shall give each affected Lender telefacsimile or telephonic notice (5confirmed in writing) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any such change in, the Applicable Margins. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or curedMargin. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Administrative Agent on the basis of a 360-day yearyear (365-366 days in the case of interest on an Index Rate Loan), in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Administrative Agent of an interest rate rates and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event After the date any principal amount of Default has occurred any Loan is due and is continuing under Section 8.1(apayable (whether on the maturity date therefor, upon acceleration or otherwise), (f) or (g) and without notice of any kind, or so long as after any other Event monetary Obligation of Default has occurred Borrowers shall have become due and is continuing payable and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent Borrowers shall have failed to Borrowermake such payment when due, the interest rates applicable Borrowers shall pay, but only to the Loans and the Letter of Credit Fee shall be increased extent permitted by two percentage points law, interest (2%after as well as before judgment) at a rate per annum above equal to (i) in the rates case of interest or principal amounts outstanding hereunder, the rate of interest that otherwise would be applicable to such Fee otherwise applicable hereunder Loan plus 2% per annum; and (ii) in the case of overdue interest, fees and other monetary Obligations, the Index Rate plus 2% per annum until such payment has been made (the “Default Rate”), and the outstanding principal balance of the Loans shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, Such amounts shall be payable on the next regularly scheduled payment date set forth herein for such Obligationdemand. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower Borrowers shall have the option to to (i) request that any U.S. Revolving Credit Advance be made as a LIBOR Loan or Index Rate Loan, and request that any Canadian Revolving Credit Advance be made as a BA Rate Loan or Index Rate Loan; (ii) convert at any time all or any part of outstanding Loans (other than the U.S. Dollars Swing Line Loan) denominated in U.S. Dollars from Index Rate Loans to LIBOR Loans, ; (iii) convert at any LIBOR Loan to an time all or any part of outstanding Loans (other than the Canadian Dollars Swing Line Loan) denominated in Canadian Dollars from Index Rate Loan, Loans to BA Loans; (iv) convert at any time all or any part of outstanding Loans denominated in U.S. Dollars from LIBOR Loans to Index Rate Loans subject to payment of the LIBOR Breakage Costs breakage costs (if any) in accordance with Section 2.3(d1.10(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, ; (v) convert at any time all or any part of outstanding Loans denominated in Canadian Dollars from BA Rate Loans to Index Rate Loans subject to payment of BA Rate breakage costs (ivif any) in accordance with Section 1.10(d) if such conversion is made prior to the expiration of the BA Rate Period applicable thereto; (vi) continue all or any portion of any LIBOR Loan as a LIBOR Loan in the same currency upon the expiration of the applicable LIBOR Period Period, and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued, (vii) continue all or any portion of any EURIBOR Loan as a EURIBOR Loan upon the expiration of the applicable EURIBOR Period, and the succeeding EURIBOR Period of that continued Loan shall commence on the first day after the last day of the EURIBOR Period of the Loan to be continued, or (viii) continue all or any portion of any BA Rate Loan as a BA Rate Loan upon the expiration of the applicable BA Rate Period, and the succeeding BA Rate Period of that continued Loan shall commence on the first day after the last day of the BA Rate Period of the Loan to be continued. Any Loan or group of Loans in the same currency that are Loans having the same proposed LIBOR Period, BA Rate Period or EURIBOR Period, as the case may be, to be made or continued as, or converted into, a LIBOR Loan, BA Rate Loan or EURIBOR Loan, as the case may be, must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess thereof in the case of Loans made in U.S. Dollars, C$250,000 and integral multiples of C$100,000 in excess of such amountamount in the case of Loans made in Canadian Dollars, €500,000 and integral multiples of €250,000 in excess of such amount in the case of Loans made in Euro, and £500,000 and integral multiples of £250,000 in excess of such amount in the case of Loans made in Sterling. Any such election must be made by noon 2:00 p.m. (Chicago New York time) on the 3rd third Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, BA Rate or EURIBOR Rate, as the case may be, (2) the end of each LIBOR Period, BA Rate Period or EURIBOR Period, as the case may be with respect to any LIBOR Loans, BA Rate Loans or EURIBOR Loans, as the case may be to be continued as such, or (3) the date on which the applicable Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such electionor BA Rate Loan. If no election is received with respect to a LIBOR Loan, BA Rate Loan or EURIBOR Loan by noon 2:00 p.m. (Chicago New York time) on the 3rd third Business Day prior to the end of the LIBOR Period, BA Rate Period or EURIBOR Period, as the case may be with respect theretothereto (or if an Event of Default has occurred and is continuing), then (w) if such LIBOR Loan is denominated in U.S. Dollars, that LIBOR Loan shall be continued for a LIBOR Period of one month, provided however that if an Event of Default has occurred and is continuing, that LIBOR Loan shall be converted to an Index Rate Loan denominated in U.S. Dollars at the end of its LIBOR Period, (x) if such LIBOR Loan is denominated in Sterling, that LIBOR Loan shall be continued for a LIBOR Period of one month, (y) if such EURIBOR Loan is denominated in Euro, that EURIBOR Loan shall be continued for a EURIBOR Period of one month, and (z) such BA Rate Loan shall be continued for a BA Rate Period of one month, provided however that if an Event of Default has occurred and is continuing, such BA Rate Loan shall be converted to an Index Rate Loan denominated in Canadian Dollars at the end of its BA Rate Period. Except as provided in Section 1.1(d)(i), the applicable Borrower must make such election by notice to Administrative Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e1.5(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final non-appealable order that the rate of interest payable hereunder by a Credit Party which is not a Canadian Credit Party exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, the applicable Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. . (g) If any provision of this Agreement or of any of the Maximum Lawful Rate is calculated pursuant other Loan Documents would obligate any Canadian Credit Party to this paragraph, such make any payment of interest shall be or other amount payable to any Agent or any Lender in an amount or calculated at a daily rate which would be prohibited by law or would result in a receipt by such Agent or such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by such Agent or such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Agent or such Lender under this Section 1.5, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Agent or such Lender which would constitute “interest” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if an Agent or Lender shall have received an amount in excess of the maximum permitted by that Section of the Criminal Code (Canada), Canadian Borrower shall be entitled, by notice in writing to such Agent or such Lender, to obtain reimbursement, on behalf of the applicable Canadian Credit Parties, from such Agent or such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Agent or such Lender to Canadian Borrower. Any amount or rate of interest referred to in this Section 1.5(g) shall be determined in accordance with generally accepted accounting principles applicable in Canada as an effective annual rate of interest over the Maximum Lawful Rate divided term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Commitment Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Administrative Agent shall be conclusive for the purposes of such determination. (h) For purposes of disclosure pursuant to the Interest Act (Canada) and in respect of any Canadian Credit Party, the annual rates of interest or fees to which the rates of interest or fees provided in this Agreement and the other Loan Documents (and stated herein or therein, as applicable, to be computed on the basis of a 360 day year or any other period of time less than a calendar year) are equivalent to the rates so determined multiplied by the actual number of days in the applicable calendar year and divided by 360 or such other period of time, respectively. (i) If any Credit Party incorporated under the laws of the Kingdom of Spain fails to pay any amount payable by it under this Agreement or any other Loan Document, it shall pay penalty interest in which such calculation is made. If, notwithstanding respect of the provisions sums due and unpaid in accordance with Article 316 of the Spanish Commercial Code (Codigó de Comercio) accrued at the applicable rate calculated in accordance with this Section 2.2(f), 1.5. This penalty interest due and not paid shall capitalize on a court monthly basis for the purposes of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess Articles 316 et. seq. of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise orderSpanish Commercial Code.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: : (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and , based on the aggregate Revolving Credit Advances outstanding from time to time; (ii) with respect to such portion of the Term Loans designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion at the election of the Term Loans designated as a LIBOR LoanBorrower, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum; and (iii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. The Applicable Margins shall be Revolver Index Margin and the Applicable Revolver LIBOR Margin are as follows: Applicable Revolver Index Margin 2.75 1.25 % Applicable Revolver LIBOR Margin 3.75 2.50 % As of the Effective Date, the Applicable Term Loan Index Margin 2.75 and the Applicable Term Loan LIBOR Margin are as follows: Applicable Term Loan Index Margin 1.50 % Applicable Term Loan LIBOR Margin 3.75 2.75 % 1 Borrower to supply account information. provided; however, The Applicable Term Loan Index Margin and the Applicable Margins, with respect to the Term Loan, shall Loan LIBOR Margin may be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 greater than or equal to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 Level I Less than 2.50 to 1.00 Level II The Applicable Term Loan Index Margin 1.50% 3.25 1.25% All adjustments the Applicable Term Loan LIBOR Margin 2.75% 2.50% Adjustments in the Applicable Margins Term Loan Index Margin and the Applicable Term Loan LIBOR Margin commencing with the Fiscal Quarter ending on or about September 30, 2005 shall be implemented quarterly on a prospective basis, for each calendar month commencing at least five (5) Business Days days after the date of delivery to Lenders of the quarterly unaudited or annual audited (as applicable) Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable MarginsTerm Loan Index Margin and the Applicable Term Loan LIBOR Margin. Failure to timely deliver such Financial Statements shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Term Loan Index Margin and the Applicable Term Loan LIBOR Margin to the highest level set forth in the foregoing grid, until the first day of the first calendar month following the delivery of those Financial Statements demonstrating that such an increase is not required. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins Term Loan Index Margin and the Applicable Term Loan LIBOR Margin is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events such Event of Default are is waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrower, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (fh) or (g) and without notice of any kindi), or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder (“Default Rate”), and the outstanding principal balance of the Loans shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default if such Event of Default arose under Section 8.1(a), (h) or (i) or from the date of the delivery of the written notice from Agent to Borrower for all other Events of Default, until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After Subject to the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facilityconditions precedent set forth in Section 2.2, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 250,000 in excess of such amount. Any such election must be made by noon 11:00 a.m. (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan (other than the Swing Line) to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 11:00 a.m. (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier thereto (or by telephone, to be promptly confirmed in writing). In the case of any conversion if a Default or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.and

Interest and Applicable Margins. (a) Borrower US Borrowers shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various US Loans being made by each US Lender, and Canadian Borrowers shall pay interest to Canadian Agent, for the ratable benefit of Canadian Lenders, in accordance with the various Canadian Loans being made by each Canadian Lender in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (Credit Advances and for all other Obligations not otherwise set forth below)the Canadian Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of BorrowerBorrower Representative, (A) for US Revolving Credit Advances, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, or (B) for Canadian Revolving Credit Advances the Applicable BA Rate plus the Applicable Revolver BA Margin based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to such portion the Swing Line Loan, at the rate equal to the last month end published rate for 30 day dealer commercial paper (high grade unsecured notes sold through dealers by major corporations in multiples of $1,000) which normally appears in the “Money Rate” column of the Term Loans designated as an Index Rate LoanWall Street Journal, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan Revolver LIBOR Margin per annum. The As of the Closing Date, the Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 0.00 % Applicable Revolver LIBOR Margin 3.75 1.25 % Applicable Term Loan Index Revolver BA Margin 2.75 1.25 % Applicable Term Loan LIBOR L/C Margin 3.75 1.25 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, Unused Line Fee Margin .375 % The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by HoldingsBorrowers’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis average daily excess Borrowing Availability for the continuance ofquarter then ended, or any change in, the Applicable Margins. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until commencing with the first day of the first calendar month following the date on which all Defaults or Events that occurs more than five (5) days after delivery of Default are waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended Borrowers’ Compliance Certificate to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case Lenders for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a)Fiscal Quarter ending December 31, (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”), and the outstanding principal balance of the Loans shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate2005; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. Ifthat, notwithstanding the provisions of this Section 2.2(f)foregoing, a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess within one (1) day of the Maximum Lawful Ratedate that the Indebtedness evidenced by the Subordinated Notes is permanently repaid in full and such Subordinated Notes are repurchased as contemplated hereunder, Agent shall, to the extent permitted Applicable Margins shall be adjusted (up or down) prospectively as determined by applicable law, promptly apply Borrowers’ excess Borrowing Availability for such excess date that the Indebtedness evidenced by the Subordinated Notes is permanently repaid in full and such Subordinated Notes are repurchased as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.contemplated

Interest and Applicable Margins. (a) Borrower shall pay interest to the Administrative Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans Term Loan A, at the election of Borrower, (and for all other Obligations not otherwise set forth below), A) the Index Rate plus the Applicable Revolver Term A Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, or (B) at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver Term A LIBOR Margin per annum; and (ii) with respect to such portion of the Term Loans designated as an Index Rate LoanLoan B, at the election of Borrower, (A) the Index Rate plus the Applicable Term Loan B Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, or (B) the applicable LIBOR Rate plus the Applicable Term B LIBOR Margin per annum; and (iii) with respect to the Term Loan C, at the election of Borrower, (A) the Index Rate plus the Applicable Term C Index Margin per annum or (B) the applicable LIBOR Rate plus the Applicable Term C LIBOR Margin per annum. The Applicable Margins shall be applicable margins are as follows: Applicable Revolver Term A Index Margin 2.75 % Applicable Revolver LIBOR Margin 3.75 2.00 % Applicable Term Loan Index A LIBOR Margin 2.75 % Applicable Term Loan B Index Margin 4.00 % Applicable Term B LIBOR Margin 3.75 4.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in C Index Margin 6.75 % Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured.Term C LIBOR Margin 7.50 % (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by the Administrative Agent on the basis of a 360-day year (or, in the case of interest calculated based on the Index Rate, a 365/366 day year), in each case for the actual number of days occurring in the period for which such Fees and interest are is payable. The Index Rate is a floating rate determined for each day. Each determination by the Administrative Agent of an interest rate and Fees rates hereunder shall be presumptive evidence of the correctness of such rates and Feesrates. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent any of (i) the Administrative Agent, (ii) the Requisite Term A Lenders, (iii) the Requisite Term B Lenders or upon (iv) the written request of Requisite Lenders) Term C Lenders confirmed by written notice from the Administrative Agent to Borrower, (A) the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable to such Loans hereunder (the “Default Rate”), and the (B) all other outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. the Term Loan C. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier So long as no Event of sixty days following the Closing Date Default has occurred and the completion of the primary syndication of the credit facilityis continuing, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iiiii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.11(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iviii) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 5,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon 11:00 a.m. (Chicago New York time) on the 3rd third Business Day prior to (1) the date of any proposed Revolving Credit Advance borrowing which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 11:00 a.m. (Chicago New York time) on the 3rd third Business Day prior to the end of the LIBOR Period with respect theretothereto (or if an Event of Default has occurred and is continuing), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to the Administrative Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e1.5(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of applicable Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (ai) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) rates with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect , based on the aggregate Revolving Credit Advances outstanding from time to such portion time. As of the Term Loans designated as an Index Rate LoanClosing Date, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 2.00% Applicable Revolver LIBOR Margin 3.75 3.50% Applicable Term Loan Index L/C Margin 2.75 % 3.50% (ii) The Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ ' consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Holding's quarterly Financial Statements to Lenders for the Fiscal Quarter ending June 30, 2002. Adjustments in Applicable Margins will shall be determined by reference to the following grids: If the Total Leverage The Level of Applicable Ratio is: Margins will be: < 7.0x Level I ³ 4.00 to 1.00 3.25 % 4.25 % - > 7.0x Level II ³ 2.50 to 1.00Applicable Margins Level I Level II Applicable Revolver Index Margin 1.50% 2.00% Applicable Revolver LIBOR Margin 3.00% 3.50% If there is a disparity between the financial tests described above, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % the test resulting in the greater level of Applicable Margins will prevail. (iii) All adjustments in the Applicable Margins after June 30, 2002 shall be implemented quarterly on a prospective basis, five (5) Business Days for each calendar month commencing at least 5 days after the date of delivery to Lenders of the quarterly unaudited or annual audited (as applicable) Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. Failure to timely deliver such Financial Statements shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Margins to the highest level set forth in the foregoing grid, until the first day of the first calendar month following the delivery of those Financial Statements demonstrating that such an increase is not required. If any a Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults such Default or Events Event of Default are is waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrower, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (fh) or (g) and without notice of any kindi), or so long as any other Default or Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder (“"Default Rate”"), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Default or Event of Default until that Default or Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After Subject to the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facilityconditions precedent set forth in Section 2.2, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.11(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 100,000 in excess of such amount. Any such election must be made by noon 11:30 a.m. (Chicago New York time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 11:30 a.m. (Chicago New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect theretothereto (or if a Default or an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “"Notice of Conversion/Continuation”") in the form of Exhibit 2.2(e1.5(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “"Maximum Lawful Rate”"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.5(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.5(f), a court of competent jurisdiction shall finally determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as in the order specified in Section 2.5(e) 1.9 and thereafter shall refund any excess to Borrower or as such a court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (ai) Each US Borrower shall pay interest with respect to Agent, the US Revolving Credit Advances and Swing Line Loans made to it to US Agent for the ratable benefit of Lenders US Lenders, and (ii) each Netherlands Borrowers shall pay interest with respect to the Netherlands Revolving Advances made to it to Netherlands Agent for the ratable benefit of Netherlands Lenders, in accordance with the various Loans being made by each applicable Lender, in arrears on each applicable Interest Payment Date, at the following rates: (iA) with respect to the US Revolving Loans Credit Advances which are designated as US Index Rate Loans (and for all other non-contingent, interest bearing US Obligations not otherwise set forth below), the US Index Rate plus the Applicable Revolver US Index Margin per annum or, annum; (B) with respect to US Revolving Loans Credit Advances which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (iiC) with respect to such portion of the Term Loans US Revolving Credit Advances which are designated as an Index Rate LoanEURO LIBOR Loans, the applicable EURO LIBOR plus the Applicable EURO LIBOR Margin per annum, (D) with respect to Netherlands Revolving Credit Advances which are designated as EURO LIBOR Loans, the applicable EURO LIBOR plus the Applicable EURO LIBOR Margin per annum plus Mandatory Costs; (E) with respect to the Netherlands Revolving Credit Advances which are designated as Netherlands Base Rate Loans (and for all other noncontingent, interest bearing Netherlands Obligations not otherwise set forth above), the Netherlands Base Rate plus the Applicable Netherlands Base Rate Margin per annum and (F) with respect to US Swing Line Loans, the US Index Rate plus the Applicable Term Loan US Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The As of the Closing Date, the Applicable Margins shall be are as follows: Applicable Revolver US Index Margin 2.75 1.50 % Applicable Revolver LIBOR Margin 3.75 2.50 % Applicable Term Loan Index US L/C Margin 2.75 2.50 % Applicable Term Loan Netherlands Base Rate Margin 2.50 % Applicable Netherlands L/C Margin 2.50 % Applicable EURO LIBOR Margin 3.75 2.50 % 1 Borrower to supply account information. provided; however, the The Applicable Margins, with respect to the Term Loan, Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ RPP USA’s and its Subsidiaries’ consolidated financial performance, commencing with the first day of the first calendar month that occurs more than one (1) day after delivery of RPP USA’s Financial Statements for the Fiscal Quarter ending June 30, 2005. Adjustments in Applicable Margins will be determined by reference to the following grids: . >1. 25x Level I ³ 4.00 to 1.00 3.25 % 4.25 % < 1.00x Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured.III (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. All Obligations for principal of and interest on a Loan in a particular currency shall be payable in such currency. (c) All computations of Fees calculated on a per annum basis and interest shall be made by the Applicable Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The US Index Rate is a and the Netherlands Base Rate are floating rate rates determined for each day. Each determination by the Applicable Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrowers, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a6.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Applicable Agent (or upon the written request of the Requisite US Lenders or Requisite Netherlands Lenders, as applicable) confirmed by written notice from Applicable Agent to BorrowerApplicable Borrower Representative, subject to applicable law, the interest rates applicable to the Loans US Revolving Loan and/or the Netherlands Revolving Loan, as applicable, and the Letter of Credit Fee Fees applicable to the US Letters of Credit and/or the Netherlands Letters of Credit, as applicable, shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (the “Default Rate”), and the all such outstanding principal balance of the Loans non-contingent Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Applicable Borrower Representative shall have the option to (i) request that any US Revolving Credit Advance denominated in Dollars be made as a LIBOR Loan or US Index Rate Loan, request that any US Revolving Credit Advance denominated in Euro be made as a EURO LIBOR Loan or request that any Netherlands Revolving Credit Advance be made as a Netherlands Base Rate Loan or a EURO LIBOR Loan, (ii) request that any US Revolving Credit Advance be made in Euro or Dollars, (iii) convert at any time all or any part of outstanding US Revolving Loans made in Dollars (other than the US Swing Line Loan) from US Index Rate Loans to LIBOR Loans, (iiiiv) convert any LIBOR Loan to an a US Index Rate Loan, subject to payment of the LIBOR Breakage Costs Fee in accordance with Section 2.3(d1.4(e) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, (v) convert any Netherlands Revolving Loan which is a EURO LIBOR Loan to a Netherlands Base Rate Loan, subject to payment of the EURO LIBOR Breakage Fee in accordance with Section 1.4(g) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto or convert any Netherlands Base Rate Loan to a EURO LIBOR Loan, (ivvi) continue all or any portion of any LIBOR Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued LIBOR Loan shall commence on the first day after the last day of the LIBOR Period of the LIBOR Loan to be continued or (vii) continue all or any portion of any EURO LIBOR Loan as a EURO LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued EURO LIBOR Loan shall commence on the first day after the last day of the LIBOR Period of the EURO LIBOR Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan or EURO LIBOR Loan, as applicable, must be in a minimum amount of $1,000,000 2,000,000 and integral multiples of $500,000 1,000,000 in excess of such amountamount in the case of Loans made in Dollars and €2,000,000 and integral multiples of €1,000,000 in excess of such amount in the case of Loans made in Euro. Any such election must be made by noon 1:00 p.m. (Chicago New York time) with respect to the US Revolving Loan and by 11:30 a.m. (London time) with respect to the Netherlands Revolving Loan on the 3rd Business Day prior to in the case of a LIBOR Loan or a EURO LIBOR Loan (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR RateRate or EURO LIBOR, as applicable, (2) the end of each LIBOR Period with respect to any LIBOR Loans or EURO LIBOR Loans, as applicable, to be continued as such, or (3) the date on which US Borrower Representative wishes to convert any US Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by such US Borrower Representative in such election or the date on which Netherlands Borrower Representative wishes to convert any Netherlands Revolving Loan which is a Netherlands Base Rate Loan to a EURO LIBOR Loan for a LIBOR Period designated by such Netherlands Borrower Representative in such election. If no election is received with respect to a an existing LIBOR Loan by noon 1:00 p.m. (Chicago New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an a US Index Rate Loan at the end of its LIBOR Period. Borrower must make such If no election is received with respect to an existing EURO LIBOR Loan by notice 1:00 p.m. (New York time) with respect to Agent US Revolving Loans and 11:30 a.m. (London time) with respect to the Netherlands Revolving Loan, in writingeach case, by fax or overnight courier (or by telephoneon the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, to be promptly confirmed that EURO LIBOR Loan shall be, in writing)the case of a EURO LIBOR Loan of a Netherlands Borrower, converted into a Netherlands Base Rate Loan and, in the case of a EURO LIBOR Loan of a US Borrower, continued as a EURO LIBOR Loan with a one month EURO LIBOR Period. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e1.3(e). No Loan shall be made, converted into or continued as a LIBOR Loan, Loan if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. No Loan may be made as or converted into a LIBOR Loan or EURO LIBOR Loan (in each case, except pursuant to a LIBOR Period of one-week) until the earlier of (i) 45 days after the Closing Date or (ii) completion of “Primary Syndication” (as such term is defined in the GE Capital Fee Letter). (f) Notwithstanding anything to the contrary set forth in this Section 2.21.3, if a court of competent jurisdiction determines in a final order that the any rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the such rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the such rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, Applicable Agent is equal to the total interest that would have been received had the such interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, such interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.3(a) through (e), unless and until the any rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.3(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Applicable Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower US Borrowers or Netherlands Borrowers, as the case may be, (unless an Event of Default is continuing, in which case such excess amount may be applied to the Obligations) or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) U.S. Borrower shall pay interest to Administrative Agent, for the ratable benefit of Lenders with respect to the various Loans being made by each LenderLender to U.S. Borrower, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the U.S. Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Dollar Index Rate plus the Applicable Revolver Dollar Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of U.S. Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Swing Line Loan, the Dollar Index Rate plus the Applicable Term Loan Dollar Index Margin per annum. (b) European Borrowers shall pay interest to Fronting Lender with respect to the Loans being made by Fronting Lender to European Borrowers, in Euros in arrears on each applicable Interest Payment Date, at the Euro Index Rate plus the Applicable Euro Index Margin per annum or, with respect to such portion or at the election of the Term Loans designated as a LIBOR LoanEuropean Borrowers, the applicable LIBOR Euribor Rate plus the Applicable Term Loan LIBOR Euribor Margin per annum. The Applicable Margins shall be are as follows: Applicable Revolver LIBOR Margin 3.00% Applicable Euro Index Margin 2.75 4.00% Applicable Revolver LIBOR Euribor Margin 3.75 2.50% Applicable Term Loan Index Unused Line Fee Margin 2.75 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured.0.50% (bc) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period and Euribor Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (cd) All computations of Fees calculated on a per annum basis and interest shall be made by the Administrative Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by the Administrative Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Feespresumed to be correct, absent manifest error. (de) So long as an Event of Default has occurred and is continuing under Section 8.1(a)8.1 (a) , (fh) or (gi) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Administrative Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Administrative Agent to Borrowereach Borrower Representative, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder (“" Default Rate”Rate "), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (ef) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, U.S. Borrower shall have the option to (i) request that any U.S. Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding U.S. Revolving Loans (other than the Swing Line Loan) from Dollar Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an a Dollar Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13 (b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any U.S. Revolving Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first (1 st ) day after the last day of the LIBOR Period of the Loan to be continuedcontinued provided that, in the case of clauses (i), (ii) and (iv) any such request or conversion shall be subject to the conditions precedent set forth in Section 2.2 . Any Loan or group of U.S. Revolving Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 3,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon 11:00 a.m. (Chicago New York time) on the 3rd third (3 rd ) Business Day prior to (1) the date of any proposed U.S. Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which U.S. Borrower wishes to convert any Dollar Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by U.S. Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 11:00 a.m. (Chicago New York time) on the 3rd third (3 rd ) Business Day prior to the end of the LIBOR Period with respect theretothereto (or if a Default or an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an a Dollar Index Rate Loan at the end of its LIBOR Period. U.S. Borrower must make such election by notice to Administrative Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “" Notice of U.S. Conversion/Continuation”Continuation ") in the form of Exhibit 2.2(e). No 1.5(f) . (g) European Borrower Representative shall have the option to (i) request that any European Revolving Credit Advance be made as a Euribor Loan, (ii) convert at any time all or any part of outstanding European Revolving Loans from Euro Index Rate Loans to Euribor Loans, (iii) convert any Euribor Loan to Euro Index Rate Loan, subject to payment of Euribor breakage costs in accordance with Section 1.13 (b) if such conversion is made prior to the expiration of the Euribor Period applicable thereto, or (iv) continue all or any portion of any European Revolving Loan as a Euribor Loan upon the expiration of the applicable Euribor Period and the succeeding Euribor Period of that continued Loan shall commence on the first (1 st ) day after the last day of the Euribor Period of the Loan to be madecontinued provided that, converted into in the case of clauses (i), (ii) and (iv) any such request or conversion shall be subject to the conditions precedent set forth in Section 2.2 . Any Loan or group of Loans having the same proposed Euribor Period to be made or continued as, or converted into, a Euribor Loan must be in a minimum amount of EUR 3,000,000 and integral multiples of EUR 500,000 in excess of such amount. Any such election must be made by 11:00 a.m. (Munich time) on the third (3 rd ) Business Day prior to (1) the date of any proposed European Revolving Credit Advance which is to bear interest at the Euribor Rate, (2) the end of each Euribor Period with respect to any Euribor Loans to be continued as such, or (3) the date on which European Borrower Representative wishes to convert any Euro Index Rate Loan to a LIBOR Loan, Euribor Loan for a Euribor Period designated by European Borrower Representative in such election. If no election is received with respect to a Euribor Loan by 11:00 a.m. (Munich time) on the third (3 rd ) Business Day prior to the end of the Euribor Period with respect thereto (or if a Default or an Event of Default has occurred and is continuing and Agent or Requisite Lenders if the additional conditions precedent set forth in Section 2.2 shall not have determined not been satisfied), that Euribor Loan shall be converted to a Euro Index Rate Loan at the end of its Euribor Period. European Borrower Representative must make such election by notice to Fronting Lender in writing, by telecopy or continue overnight courier. In the case of any Loan as conversion or continuation, such election must be made pursuant to a LIBOR Loan as written notice (a result thereof" Notice of European Conversion/Continuation ") in the form of Exhibit 1.5(g) . (fh) Notwithstanding anything to the contrary set forth in this Section 2.21.5 , if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “"Maximum Lawful Rate”Rate "), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; providedprovided , howeverhowever , that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Administrative Agent, on behalf of LendersLenders and the Fronting Lender, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.5(a) through (e)g) , unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.5 (h), a court of competent jurisdiction shall finally determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Administrative Agent or Fronting Lender, as applicable shall, to the extent permitted by applicable law, promptly apply such excess as in the order specified in Section 2.5(e) 1.11 and thereafter shall refund any excess to Borrower Borrowers or as such a court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders with respect to the various Loans made by each Lender (or in the case of the Swing Line Loan, for the benefit of the Swing Line Lender), in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans Credit Advances which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans Credit Advances which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to such portion of the Term Loans Loan B designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan B Index Margin per annum or, with respect to such portion of the Term Loans Loan B designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan B LIBOR Margin per annum; and (iii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. The Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 2.50% Applicable Revolver LIBOR Margin 3.75 4.00% Applicable Term Loan B Index Margin 2.75 2.50% Applicable Term Loan B LIBOR Margin 3.75 4.00% 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in L/C Margin 4.00% Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 Unused Line Fee Margin 0.50% 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) . All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) . So long as an Event of Default has occurred and is continuing under Section 8.1(aSECTION 7.1(A), (fF) or (gG) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default "DEFAULT Rate”"), and the outstanding principal balance of the Loans shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, . Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(dSECTION 1.3(D) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 5,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon 1:00 p.m. (Chicago New York time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 1:00 p.m. (Chicago New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writingwriting on such day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion"NOTICE OF CONVERSION/Continuation”CONTINUATION") in the form of Exhibit 2.2(eEXHIBIT 1.2(E). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. . No Loan may be made as or converted into a LIBOR Loan until the earlier of (fi) 45 days after the Closing Date or (ii) completion of the primary syndication as determined by Agent. Notwithstanding anything to the contrary set forth in this Section 2.2SECTION 1.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”"MAXIMUM LAWFUL RATE"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(aSECTIONS 1.2(A) through (eE), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(fSECTION 1.2(F), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(eSECTION 1.5(E) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order. FEES. ----- FEE LETTER. Borrower shall pay to GE Capital, individually, the Fees specified in that certain fee letter dated as of January 30, 2006 among Borrower and GE Capital (the "GE CAPITAL FEE LETTER"), at the times specified for payment therein.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion at the election of the Term Loans designated as a LIBOR LoanBorrower, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum; and (iii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. The Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 3.00 % 2.25 % Applicable Revolver LIBOR Margin 3.75 4.00 % 3.25 % Applicable Term Loan Index Margin 2.75 3.00 % 2.25 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured.% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year (or, in the case of interest on Index Rate Loans, a 365 or 366 day year, as applicable), in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrower, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrowercontinuing, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“"Loan Default Rate”"), and the all outstanding principal balance of the Loans shall bear interest at the Loan Default Rate applicable to such ObligationsLoans. Interest and Letter of Credit Fees at the Loan Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand. Any other amounts payable hereunder (other than the Loans) or the other Loan Documents that are not paid when due shall bear interest, but from the date when due until paid in any eventfull, shall be payable on at a rate per annum equal to the next regularly scheduled payment date set forth herein for such ObligationIndex Rate plus the Applicable Term Loan Index Margin plus two percentage points (2%). (e) After the earlier So long as no Event of sixty days following the Closing Date Default has occurred and the completion of the primary syndication of the credit facilityis continuing, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon 11:00 a.m. (Chicago New York time) on the 3rd third Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 11:00 a.m. (Chicago New York time) on the 3rd third Business Day prior to the end of the LIBOR Period with respect theretothereto (or an Event of Default has occurred and is continuing), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “"Notice of Conversion/Continuation”") in the form of Exhibit 2.2(e1.5(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “"Maximum Lawful Rate”"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Original Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.5(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.5(f), a court of competent jurisdiction shall finally determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as in the order specified in Section 2.5(e) 1.11 and thereafter shall refund any excess to Borrower or as such a court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of BorrowerBorrowers, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect , based on the aggregate Revolving Credit Advances outstanding from time to such portion time. As of the Term Loans designated as an Index Rate LoanClosing Date, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 0.00% Applicable Revolver LIBOR Margin 3.75 1.00% The Applicable Term Loan Index Margin 2.75 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 < 1.0x 0.00% 4.25 1.00% Level II ³ 2.50 to 1.00> 1.0x, and but < 4.00 to 1.00 2.75 1.50x 0.25% 3.75 1.25% Level III > 1.50x, but < 2.50 to 1.00 2.25 2.0x 0.50% 3.25 1.50% All adjustments > 2.0x 0.75% 1.75% Adjustments in the Applicable Margins commencing with the Fiscal Quarter ending June 30, 2007 shall be implemented quarterly on a prospective basis, for each calendar month commencing at least five (5) Business Days days after the date of delivery to Lenders of the quarterly unaudited or annual audited (as applicable) Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower Borrowers shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. Failure to timely deliver such Financial Statements shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Margins to the highest level set forth in the foregoing grid, until the first day of the first calendar month following the delivery of those Financial Statements demonstrating that such an increase is not required. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events such Event of Default are is waived or cured. If, as a result of any restatement of or other adjustment to the Financial Statements or for any other reason, Agent or Requisite Lenders determine that (a) the Leverage Ratio as calculated by Borrowers as of any applicable date was inaccurate and (b) a proper calculation of the Leverage Ratio would have resulted in a higher level of pricing for any period, then Borrowers shall automatically and retroactively be obligated to pay to Lenders, and shall pay to Lenders promptly on demand by Agent, an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year (or, in the case of Index Rate Loans, calculated on the basis of a 365/366-day year), in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrowers, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (f8.1(h) or (gi) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing under Section 8.1(a) and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to BorrowerBorrowers, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder (“"Default Rate”"), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall (x) with respect to any Event of Default under Section 8.1(h) or (i), accrue from the initial date of such Event of Default or (y) with respect to any Event of Default under Section 8.1(a), accrue from the date of receipt of written notice from Agent of such Event of Default and shall continue until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After Subject to the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facilityconditions precedent set forth in Section 2.2, Borrower Borrowers shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 500,000 and integral multiples of $500,000 100,000 in excess of such amount. Any such election must be made by noon (Chicago New York time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes Borrowers wish to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Borrowers in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect theretothereto (or if an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower Borrowers must make such election by notice to Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “"Notice of Conversion/Continuation”") in the form of Exhibit 2.2(e1.5(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “"Maximum Lawful Rate”"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.5(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.5(f), a court of competent jurisdiction shall finally determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as in the order specified in Section 2.5(e) 1.11 and thereafter shall refund any excess to Borrower Borrowers or as such a court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus PLUS the Applicable Revolver Index Margin per annum PER ANNUM or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of BorrowerBorrower Representative, the applicable LIBOR Rate plus PLUS the Applicable Revolver LIBOR Margin per annumPER ANNUM, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Swing Line Loan, the Index Rate plus PLUS the Applicable Term Loan Revolver Index Margin per annum orPER ANNUM. The Applicable Revolver Index Margin, with respect to such portion Applicable Revolver LIBOR Margin, and Applicable Unused Line Fee Margin shall be 0%, 2.5%, and 0.25% PER ANNUM, respectively, as of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annumClosing Date. The Applicable Margins shall be as follows: Applicable Revolver Index Margin 2.75 % Applicable Revolver LIBOR Margin 3.75 % Applicable Term Loan Index Margin 2.75 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performanceBorrowers' Net Borrowing Availability Ratio , commencing with the first day of the first calendar month that occurs more than five days after delivery of Borrowers' quarterly Financial Statements to Lenders for the Fiscal Quarter ending March 31, 2001. Adjustments in Applicable Margins will be determined by reference to the following grids: IF NET BORROWING AVAILABILITY LEVEL OF RATIO IS: APPLICABLE MARGINS: --------- ------------------- GREATER THAN OR EQUAL TO 10% Level I ³ 4.00 to 1.00 3.25 % 4.25 GREATER THAN OR EQUAL TO 5%, but LESS THAN 10% Level II ³ 2.50 to 1.00GREATER THAN OR EQUAL TO 0%, and < 4.00 to 1.00 2.75 % 3.75 but LESS THAN 5% Level III < 2.50 to 1.00 2.25 APPLICABLE MARGINS ------------------ LEVEL I LEVEL II LEVEL III ------- -------- --------- Applicable Revolver -0.5% 3.25 0% 0.5% Index Margin Applicable Revolver LIBOR 2.0% 2.5% 3.0% Margin Applicable Unused Line Fee 0.25% 0.25% 0.375% Margin All adjustments in the Applicable Margins after March 31, 2001, shall be implemented quarterly on a prospective basis, for each calendar month commencing at least five (5) Business Days days after the date of delivery to Lenders of the quarterly unaudited or annual audited (as applicable) Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those such Financial Statements, Borrower Representative shall deliver to Agent and Lenders a certificate, in the form of EXHIBIT 1.5(a), signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. Failure to timely deliver such Financial Statements shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Margins to the highest level set forth in the foregoing grid until delivery of those Financial Statements demonstrating that such an increase is not required. If any a Default or an Event of Default has shall have occurred and is be continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults such Default or Events Event of Default are is waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum PER ANNUM basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and or interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and or Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrower (absent manifest error). (d) So long as an Event of Default has shall have occurred and is be continuing under Section SECTION 8.1(a), (fh) or (gi) and without notice of any kind, or so long as any other Default or Event of Default has shall have occurred and is continuing be continuing, and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to BorrowerBorrower Representative, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points (2%) per annum PER ANNUM above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder (“Default Rate”the "DEFAULT RATE"), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Default or Event of Default until that Default or Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After So long as no Default or Event of Default shall have occurred and be continuing and subject to the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facilityconditions precedent set forth in SECTION 2.2, Borrower Representative shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(dSECTION 1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 2,500,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon 10:00 a.m. (Chicago California time) on the 3rd third Business Day prior to (1A) the date of any proposed Revolving Credit Advance which that is to bear interest at the LIBOR Rate, (2B) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3C) the date on which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by noon 10:00 a.m. (Chicago California time) on the 3rd third Business Day prior to the end of the LIBOR Period with respect theretothereto (or if a Default or an Event of Default shall have occurred and be continuing or if the additional conditions precedent set forth in SECTION 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion"NOTICE OF CONVERSION/Continuation”CONTINUATION") in the form of Exhibit 2.2(eEXHIBIT 1.5(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.2SECTION 1.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”"MAXIMUM LAWFUL RATE"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, howeverPROVIDED, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(aSECTIONS 1.5(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by DIVIDED BY the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(fSECTION 1.5(f), a court of competent jurisdiction shall finally determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, then Agent shall, to the extent permitted by applicable law, promptly apply such excess as in the order specified in Section 2.5(e) SECTION 1.11 and thereafter shall refund any excess to Borrower Borrowers or as such a court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders Lenders, in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion at the election of the Term Loans designated as a LIBOR LoanBorrower, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum; (iii) with respect to the CapEx Loan, the Index Rate plus the Applicable CapEx Loan Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable CapEx Loan LIBOR Margin per annum; and (iv) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. The Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 1.75% Applicable Revolver LIBOR Margin 3.75 3.25% Applicable Term Loan Index Margin 2.75 2.50% Applicable Term Loan LIBOR Margin 3.75 4.00% 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Capex Loan Index Margin 2.50% Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured.Capex Loan LIBOR Margin 4.00% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrower, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (fh) or (g) and without notice of any kindi), or so long as any other Default or Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder (“"Default Rate”"), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Default or Event of Default until that Default or Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After Subject to the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facilityconditions precedent set forth in Section 2.2, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 5,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon 11:00 a.m. (Chicago New York time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 11:00 a.m. (Chicago New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect theretothereto (or if a Default or an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “"Notice of Conversion/Continuation”") in the form of Exhibit 2.2(e1.5(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “"Maximum Lawful Rate”"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.5(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.5(f), a court of competent jurisdiction shall finally determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as in the order specified in Section 2.5(e) 1.11 and thereafter shall refund any excess to Borrower or as such a court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to Revolving Credit Advances, (x) prior to syndication of the Revolving Loans, the Commercial Paper Rate plus the Applicable Commercial Paper Margin and (y) after completion of primary syndication of the Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)determined by Agent, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to such portion Term Loan A, (x) prior to syndication of the Loans, the Commercial Paper Rate plus the Applicable Term Loan A Commercial Paper Margin and (y) after completion of primary syndication of the Loans designated as an Index Rate Loandetermined by Agent, the Index Rate plus the Applicable Term Loan A Index Margin per annum or, with respect to such portion at the election of the Term Loans designated as a LIBOR LoanBorrower, the applicable LIBOR Rate plus the Applicable Term Loan A LIBOR Margin per annum; (iii) with respect to Term Loan B, the Index Rate plus the Applicable Term Loan B Index Margin per annum and (iv) with respect to the Swing Line Loan, (x) prior to syndication of the Loans, the Commercial Paper Rate plus the Applicable Commercial Paper Margin and (y) after completion of primary syndication of the Loans as determined by Agent, the Index Rate plus the Applicable Revolver Index Margin per annum. The As of the Closing Date, the Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 1.5% Applicable Revolver LIBOR Margin 3.75 3.0% Applicable Commercial Paper Margin 3.0% Applicable Term Loan A Index Margin 2.75 2.0% Applicable Term Loan A LIBOR Margin 3.75 3.5% 1 Borrower to supply account informationApplicable Term Loan A Commercial Paper Margin 3.5% Applicable Term Loan B Index Margin 2.5% The Applicable Term Loan B Index Margin shall be increased by 0.15% per month for each month that the Term Loan B is outstanding, commencing with the first day of the first calendar month after the Term Loan B is made until the Index Rate plus the Applicable Term Loan B Index Margin equals 14.0% and thereafter shall be increased by 0.15% per quarter for each quarter that the Term Loan B is outstanding, commencing with the first day of the first Fiscal Quarter after the interest rate for the Term Loan B equals 14.0%. provided; howeverThe other Applicable Margins shall not be adjusted so long as the Term Loan B Commitment is available or Term Loan B is outstanding. Thereafter, the Applicable Margins, with respect to Revolver LIBOR Margin and the Applicable Term Loan, Loan A LIBOR Margin shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ Borrower's consolidated financial performance, commencing with the first day of the first full Fiscal Quarter that occurs more than 5 days after delivery of Borrower's quarterly Financial Statements to Lenders for the Fiscal Quarter ending after the Term Loan B Commitment has terminated and Term Loan B has been paid in full. Adjustments in the Applicable Margins Revolver LIBOR Margin and the Applicable Term Loan A LIBOR Margin will be made only if Borrower's Tangible Net Worth equals or exceeds $38,000,000.00 and will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in grids based upon the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the four Fiscal Quarters then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent ended (or if prior to June 30, 2002, based upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”), and the outstanding principal balance of the Loans shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), Fiscal Quarters then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable ended since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) Date): If Fixed Charge Coverage Ratio is: If Minimum Excess Availability is Greater Than: Level of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.Applicable Margins:

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of BorrowerBorrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to such portion of the Term Loans Loan designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion of the Term Loans Loan designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum; and (iii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. The Applicable Margins shall be are as follows: Applicable Revolver Index Margin 2.75 2.25 % Applicable Revolver LIBOR Margin 3.75 3.25 % Applicable Term Loan Index Margin 2.75 2.25 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 Applicable L/C Margin 3.00 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured.Unused Line Fee Margin 0.75 % (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (fh) or (gi) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to BorrowerBorrower Representative, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate Letter of such Fee Credit Fees otherwise applicable hereunder unless Agent or Requisite Lenders elect to impose a smaller increase (“as finally determined, the "Default Rate”"), and the outstanding principal balance of the Loans all such Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After Subject to the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facilityconditions precedent set forth in Section 2.2, Borrower Representative shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of the outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.11(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 2,000,000 and integral multiples of $500,000 1,000,000 in excess of such amount. Any such election must be made by 12:00 noon (Chicago New York time) on the 3rd third Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by 12:00 noon (Chicago New York time) on the 3rd third Business Day prior to the end of the LIBOR Period with respect theretothereto (or if a Default or an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “"Notice of Conversion/Continuation”") in the form of Exhibit 2.2(e1.5(e). No Loan shall be made, made as or converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereofuntil seven (7) days after the Closing Date. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “"Maximum Lawful Rate”"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of BorrowerBorrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect - 112 - to such portion of the Term Loans designated as an Index Rate LoanLoan A, the Index Rate plus the Applicable Term Loan A Index Margin per annum or, with respect to such portion at the election of the Term Loans designated as a LIBOR LoanBorrower Representative, the applicable LIBOR Rate plus the Applicable Term Loan A LIBOR Margin per annum; (iii) with respect to Term Loan B. the Index Rate plus the Applicable Term Loan B Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Term Loan B Margin; and (iv) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. The Commencing on December _____, 1998 the Applicable Margins shall be as follows: Applicable Revolver Index Margin 2.75 2.25% Applicable Revolver LIBOR Margin 3.75 3.50% Applicable Term Loan A Index Margin 2.75 2.25% Applicable Term Loan A LIBOR Margin 3.75 3.50% 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall Loan B Index Margin 2.75% Applicable Term Loan B LIBOR Margin 4.00% Applicable Unused Line Fee Margin 0.75% The Applicable Margins will be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performanceBorrowers' Ratio of Total Debt to EBITDA, commencing with the first day of the first calendar month that occurs more than five (5) days after delivery of Borrowers' unaudited Financial Statements to Lenders for the Fiscal Quarter ending March 28, 1999. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”), and the outstanding principal balance of the Loans shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.:

Interest and Applicable Margins. (a) Borrower shall pay interest to Administrative Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; annum and (ii) with respect to such portion of the Term Loans designated as an Index Rate Swing Line Loan, the Index Rate plus the Applicable Term Loan Revolver Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The During the period from the Second Amendment Effective Date through the Fiscal Quarter ending on or about July 31, 2004, the Applicable Margins shall be as follows: Applicable Revolver Index Margin 2.75 % Applicable Revolver LIBOR Margin 3.75 % Applicable Term Loan Index Margin 2.75 % Applicable Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account informationbased on Level II (regardless of EBITDA during such period). provided; howeverThereafter, the Applicable Margins, with respect to the Term Loan, shall Margins may be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to each of the following grids: LEVEL OF IF LTM EBITDA IS: APPLICABLE MARGINS: ------------------------------------ ------------------- < $300,000,000 Level I ³ 4.00 to 1.00 3.25 % 4.25 % >or= $300,000,000 but < $500,000,000 Level II ³ 2.50 to 1.00, and >or= $500,000,000 but < 4.00 to 1.00 2.75 % 3.75 % $600,000,000 Level III < 2.50 to 1.00 2.25 >or= $600,000,000 Level IV APPLICABLE MARGINS LEVEL I LEVEL II LEVEL III LEVEL IV ------- -------- --------- -------- Applicable Revolver Index Margin 1.75% 3.25 1.50% All 1.25% 1.00% Applicable Revolver LIBOR Margin 2.75% 2.50% 2.25% 2.00% Applicable Revolving Standby L/C Margin 2.75% 2.50% 2.25% 2.00% Applicable Revolving Documentary L/C Margin 1.50% 1.25% 1.25% 1.25% Any such adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five basis on the fifth (55th) Business Days after day following the date delivery of delivery to Lenders of the quarterly unaudited Financial Statements in accordance with paragraphs (b) or (d), as applicable, of Annex E evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Administrative Agent and Lenders a certificate, signed by its chief financial officera Financial Officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable MarginsMargins (the "LTM EBITDA Certificate"). Failure to timely deliver such Financial Statements shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Margins to the highest level set forth in the foregoing grid, until the fifth (5th) day following the delivery of those Financial Statements demonstrating that such an increase is not required. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month third (3rd) Business Day following the date on which all Defaults or Events such Event of Default are is waived or curedceases to continue, as the case may be. (b) If any payment on any Loan hereunder becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest based on the LIBOR Rate or calculated by reference to clause (b) of the definition of Index Rate shall be made by Administrative Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees and are payable. If the Index Rate is calculated by reference to clause (a) of the definition thereof, then computation of such interest are shall be made by Administrative Agent on the basis of a 365/6-day year, as applicable, for the actual number of days occurring in the period for which such interest is payable. The Index Rate is a floating rate determined for each day. Each determination by Administrative Agent of an interest rate rates and Fees hereunder shall be presumptive evidence of the correctness of such rates conclusive, final and Feesbinding on Borrower, absent manifest error. (d) So long as either (i) an Event of Default has occurred and is continuing under Section 8.1(a), (fh) or (g) and without notice of any kindi), or (ii) so long as any other Event of Default has occurred and is continuing and and, in the case of this clause (ii), at the election of Administrative Agent (or upon the written request of Requisite the Majority Lenders) confirmed by written notice from Administrative Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder (“the "Default Rate”"), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured waived or waived ceases to continue, as the case may be, and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier So long as no Event of sixty days following the Closing Date Default has occurred and the completion of the primary syndication of the credit facilityis continuing, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans Revolving Credit Advances from Index Rate Loans to LIBOR Loans, or (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Revolving Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Revolving Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Borrower shall have the option to convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, irrespective of whether an Event of Default has occurred. Any Loan Revolving Credit Advances or group of Loans Revolving Credit Advances having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess of such amount. Any such election must be made by noon (Chicago New York time) on the 3rd third (3rd) Business Day prior to (1A) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2B) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3C) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago New York time) on the 3rd third (3rd) Business Day prior to the end of the LIBOR Period with respect theretothereto (or if an Event of Default has occurred and is continuing), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Administrative Agent in writing, including by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “"Notice of Conversion/Continuation”") in the form of Exhibit 2.2(e1.5(e). No Loan shall be madeIn furtherance of the foregoing, to the extent that any Loans are made as or converted into LIBOR Loans on or continued after the Closing Date but prior to the earlier of (i) forty-five (45) days after the Closing Date and (ii) the completion of primary syndication as determined by Administrative Agent, Borrower acknowledges and agrees that to the extent additional Lenders become parties to this Agreement during such period Borrower will, at the request of Administrative Agent, be required to repay any such outstanding LIBOR Loans prior to the end of the related Interest Period (which may be repaid with the proceeds of a LIBOR Loan, if an Event of Default has occurred new Revolving Credit Advance) and is continuing and Agent or Requisite Lenders have determined not to make or continue will pay any Loan associated breakage costs as a LIBOR Loan as a result thereofprovided in Section 1.13(b). (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “"Maximum Lawful Rate”"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful RateRate and any amounts received by any Lender hereunder in excess of the Maximum Lawful Rate shall be applied to the reduction of the principal amount of the Loans on a pro rata basis and not refunded to Borrower; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion at the election of the Term Loans designated as a LIBOR LoanBorrower, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The From the Closing Date to and including the second anniversary of the Closing Date, the Applicable Margins are as follows: Applicable Revolver Index Margin 2.75% Applicable Revolver LIBOR Margin 4.50% Applicable Term Loan Index Margin 2.75% Applicable Term Loan LIBOR Margin 4.50% Applicable L/C Margin 4.50% From and after the second anniversary of the Closing Date, the Applicable Margins shall be as follows: Applicable Revolver Index Margin 2.75 2.50% Applicable Revolver LIBOR Margin 3.75 4.25% Applicable Term Loan Index Margin 2.75 2.50% Applicable Term Loan LIBOR Margin 3.75 4.25% 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured.L/C Margin 4.25% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrower, absent manifest error. (d) So long as an any Event of Default has occurred and is continuing under Section 8.1(a), 8.1 (fh) or (g) and without notice of any kindi), or so long as any other Default or Event of ----------- Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder (“"Default Rate”"), and the all outstanding principal balance of the Loans Obligations shall bear interest at the ------------ Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Default or Event of Default until that Default or Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “"Notice of --------- Conversion/Continuation”") in the form of Exhibit 2.2(e1.5(e). No Loan shall may be made, made as ----------------------- or converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan until the earlier of (i) 30 days after the Closing Date or (ii) completion of primary syndication as a result thereofdetermined by Agent. (f) Notwithstanding anything to the contrary set forth in this Section 2.2, if 1.5,if a court of competent jurisdiction determines in a final order ----------- that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “"Maximum Lawful Rate”"), then so long as the ------------------- Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.5(a) through (e), --------------- --- unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.5(f), a court of competent -------------- jurisdiction shall finally determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as in the order specified in Section 2.5(e) 1.11 and thereafter shall refund any excess to Borrower or as such a ------------ court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders Lenders, with respect to the various Loans (other than Letter of Credit Obligations) made by each Lender (or in the case of the Swing Line Loan, for the benefit of the Swing Line Lender or, in the case of the Alternative Currency Swing Line Loan, for the benefit of the Alternative Currency Swing Line Lender), in arrears on each applicable Interest Payment Date, at the following rates: rates with respect to (i) with respect to the Revolving Loans which Credit Advances that are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Loans, the Index Rate plus the Applicable Revolver Index Margin per annum orannum, with respect to (ii) Revolving Loans which Credit Advances that are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and , (iiiii) with respect to such portion of the Term Loans designated as an Index Rate Swing Line Loan, the Index Rate plus the Applicable Term Loan Revolver Index Margin per annum orannum, with respect to such portion (iv) Alternative Currency Revolving Credit Advances that are LIBOR Loans, at the election of Borrower, the applicable Alternative Currency LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, (v) Alternative Currency Swing Line Loan, the Alternative Currency Index Rate plus the Applicable Alternative Currency Revolver Index Margin per annum, and (vi) the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. The As of the Seventh Amendment Effective Date, the Applicable Margins shall be with respect to Revolving Credit Advances, Alternative Currency Revolving Credit Advances and Letter of Credit Obligations are as follows: Applicable Revolver Index Margin 2.75 1.75 % Applicable Alternative Currency Revolver Index Margin 3.00 % Applicable Revolver LIBOR Margin 3.75 3.00 % Applicable L/C Margin 3.00 % The Applicable Term Loan Index Margin 2.75 shall in all events equal the greater of (I) 4.75% and (II) 1.75% in excess of the then Applicable Term Loan Revolver LIBOR Margin 3.75 % 1 Borrower to supply account informationMargin. provided; however, the The Applicable Margins, with respect to the Term Loan, Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance, commencing with the first day of the first calendar month that occurs more than one (1) day after delivery of Holdings’ quarterly Financial Statements to Lenders for the Fiscal Quarter ending June 30, 2005. Adjustments in Applicable Margins with respect to Revolving Credit Advances, Alternative Currency Revolving Credit Advances and Letter of Credit Obligations will be determined by reference to the following gridsgrid: <0.7 Level I ³ 4.00 to 1.00 3.25 % 4.25 % <1.0, but > 0.7 Level II ³ <1.6, but > 1.0 Level III >1.6 ▇▇▇▇▇ ▇▇ Applicable Revolver Index Margin 1.00 % 1.25 % 1.50 % 1.75 % Applicable Alternative Currency Revolver Index Margin 2.25 % 2.50 to 1.00, and < 4.00 to 1.00 % 2.75 % 3.75 3.00 % Level III < 2.50 to 1.00 Applicable Revolver LIBOR Margin 2.25 % 3.25 2.50 % 2.75 % 3.00 % Applicable L/C Margin 2.25 % 2.50 % 2.75 % 3.00 % All adjustments in the Applicable Margins after June 30, 2005 shall be implemented quarterly on a prospective basis, five for each calendar month commencing at least one (51) Business Days day after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those quarterly unaudited Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. Failure to timely deliver such Financial Statements shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Margins to the highest level set forth in the foregoing grid, until the first day of the first calendar month following the delivery of those Financial Statements demonstrating that such an increase is not required. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a and the Alternative Currency Index Rate are each floating rate rates determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates final, binding and Feesconclusive on Borrower, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a7.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee and Unused Line Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”), and the all other outstanding principal balance of the Loans Obligations which are past due shall bear interest at the Default then applicable Index Rate applicable to such Obligationsother Obligations plus the Default Rate. Interest Interest, Unused Line Fees and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facility, Borrower shall have the option to (i) request that any Revolving Credit Advance or Alternative Currency Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan (other than an Alternative Currency Revolving Credit Advance or the Term Loan) to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(d1.3(e) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of , provided, however, Loans having that bear interest by reference to the same proposed Alternative Currency LIBOR Period to Rate and the Alternative Currency Index Rate may not be made converted or continued as, as Loans that bear interest by reference to the LIBOR Rate or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amountthe Index Rate. Any such election must be made by noon 1:00 p.m. (Chicago New York time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which or Alternative Currency Revolving Credit Advance that is to bear interest at the LIBOR Rate or the Alternative Currency LIBOR Rate, as applicable, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon 1:00 p.m. (Chicago New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan (other than an Alternative Currency Revolving Credit Advance) shall be converted to an Index Rate Loan at the end of its LIBOR Period. With respect to any Loan consisting of an Alternative Currency Revolving Credit Advance, if no election is received with respect to a LIBOR Loan by 1:00 p.m. (New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate continued as a LIBOR Loan at for the end of its same LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e1.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a1.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f1.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e1.5(d) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Tranche A Revolving Loans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below)Credit Advances, the Index Rate plus the Applicable Tranche A Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of BorrowerBorrower Representative, the applicable LIBOR Rate plus the Applicable Tranche A Revolver LIBOR Margin per annum; and (ii) with respect to such portion of the Term Loans designated as an Index Rate Swing Line Loan, the Index Rate plus the Applicable Term Loan Tranche A Revolver Index Margin per annum; and (iii) with respect to the Tranche B Revolving Credit Advances, the Index Rate plus the Applicable Tranche B Revolver Index Margin per annum or, with respect to such portion at the election of the Term Loans designated as a LIBOR LoanBorrower Representative, the applicable LIBOR Rate plus the Applicable Term Loan Tranche B Revolver LIBOR Margin per annum. The As of the Closing Date, the Applicable Margins shall be are as follows: Applicable Tranche A Revolver Index Margin 2.75 0.25% Applicable Tranche A Revolver LIBOR Margin 3.75 2.00% Applicable Term Loan Tranche B Revolver Index Margin 2.75 2.75% Applicable Term Loan Tranche B Revolver LIBOR Margin 3.75 4.50% 1 Borrower to supply account information. provided; howeverCommencing with the calendar quarter beginning January 1, 2009, the Applicable Margins, with respect to the Term Loan, Tranche A Revolver Index Margin and Applicable Tranche A Revolver LIBOR Margin shall be adjusted (up or down) prospectively on a quarterly basis as determined by Holdings’ and its Subsidiaries’ consolidated financial performance. Adjustments in Applicable Margins will be determined by reference to the following grids: < $75,000,000 Level I ³ 4.00 to 1.00 3.25 % 4.25 % <$100,000,000, but > $75,000,000 Level II ³ 2.50 to 1.00<$150,000,000, and < 4.00 to 1.00 2.75 % 3.75 % but > $100,000,000 Level III < 2.50 to 1.00 <$200,000,000, but > $150,000,000 Level IV >$200,000,000 Level V Applicable Tranche A Revolver Index Margin 0.50 % 0.25 % 0.00 % 0.00 % 0.00 % Applicable Tranche A Revolver LIBOR Margin 2.25 % 3.25 2.00 % All adjustments 1.75 % 1.50 % 1.25 % Adjustments in the Applicable Margins shall be implemented quarterly on a prospective basisbasis for each calendar quarter following delivery to Agent of a certificate from the Credit Parties, which certificate shall be delivered within five (5) Business Days after the date end of delivery to Lenders of each calendar quarter) stating the quarterly unaudited Financial Statements Average Adjusted Excess Availability for the most recently ended calendar quarter and evidencing the need for an adjustment. Concurrently with Failure to timely deliver such certificate shall result in an increase in the Applicable Margins to the highest level set forth in the foregoing grid, until the first day of the calendar month following the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Marginssuch certificate demonstrating that such an increase is not required. If any Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events such Event of Default are is waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees shall be calculated on a per annum basis and interest shall be made calculated by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (fh) or (gi) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to BorrowerBorrower Representative, the interest rates applicable to the Loans and the Letter of Credit Fee Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee Fees otherwise applicable hereunder unless Agent or Requisite Lenders elect to impose a smaller increase (the “Default Rate”), and the all outstanding principal balance of the Loans Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) After Subject to the earlier of sixty days following the Closing Date and the completion of the primary syndication of the credit facilityconditions precedent set forth in Section 2.2, Borrower Representative shall have the option to (i) request that any Tranche A Revolving Credit Advance or Tranche B Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, Loan and subject to payment of the LIBOR Breakage Costs breakage costs in accordance with Section 2.3(d1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 1,000,000 in excess of such amount. Any such election must be made by no later than 12:00 noon (Chicago New York time) on the 3rd third Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election, as applicable. If no election is received with respect to a LIBOR Loan by 12:00 noon (Chicago New York time) on the 3rd third Business Day prior to the end of the LIBOR Period with respect theretothereto (or if a Default or an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Agent in writing, by fax telecopy or overnight courier (or by telephone, to be promptly confirmed in writing)courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e1.5(e). No Loan shall may be made, made as or converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan until the earlier of (i) forty-five (45) days after the Closing Date or (ii) completion of primary syndication as a result thereofdetermined by Agent. (f) Notwithstanding anything to the contrary set forth in this Section 2.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 2.5(e) and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.