Common use of Interest and Applicable Margins Clause in Contracts

Interest and Applicable Margins. (a) Borrowers shall pay interest (i) with respect to the U.S. Revolving Credit Advances, to Agent, for the ratable benefit of Lenders (except with respect to In-Season Overadvances, all interest on which shall be paid to Agent solely for its own account), (ii) with respect to the Canadian Revolving Credit Advances, to Canadian Agent and (iii) with respect to the Swing Line Advances, to Agent, for the benefit of the Swing Line Lender, in each case in accordance with 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 Credit Advances (excluding In-Season Overadvances) which are designated as Index Rate Loans (and for all other interest-bearing Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Credit Advances (excluding In-Season Overadvances) which are designated as LIBOR Loans, at the election of, with respect to U.S. Revolving Credit Advances, U.S. Borrower, and with respect to Canadian Revolving Credit Advances, Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, (ii) with respect to Revolving Credit Advances which are In-Season Overadvances and which are designated as Index Rate Loans, the Index Rate plus the Applicable In-Season Overadvance Index Margin per annum or, with respect to Revolving Credit Advances which are In-Season Overadvances and which are designated as LIBOR Loans, at the election of, with respect to U.S. Revolving Credit Advances, U.S. Borrower, and with respect to Canadian Revolving Credit Advances, Borrower Representative, the applicable LIBOR Rate plus the Applicable In-Season Overadvance 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 are as follows: Applicable Revolver Index Margin 0.75 % Applicable Revolver LIBOR Margin 2.00 % Applicable In-Season Overadvance Index Margin 2.25 % Applicable In-Season Overadvance LIBOR Margin 3.50 % Applicable Unused Line Fee Margin 0.25 % The Applicable Margins (other than the Applicable In-Season Overadvance Margins) shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrowers’ and 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 Holdings’ annual, audited Financial Statements to Lenders for the Fiscal Year ending on or after February 22, 2004. Adjustments in Applicable Margins will be determined by reference to the following grids: £3.00 Level I £3.50, but > 3.00 Level II >3.50 Level III Applicable Revolver Index Margin 0.50 % 0.75 % 1.00 % Applicable Revolver LIBOR Margin 1.75 % 2.00 % 2.25 % Applicable Unused Line Fee Margin 0.125 % 0.25 % 0.375 % All adjustments in the Applicable Margins subsequent to the delivery of Holdings’ annual, audited Financial Statements to Lenders for the Fiscal Year ending on or after February 22, 2004, shall be implemented quarterly on a prospective basis, for each calendar month commencing at least one (1) day after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment; provided, that, the Applicable Margins shall not be adjusted to Level I until at least six (6) months after the Closing Date. Concurrently with the delivery of those Financial Statements, Borrower Representative shall deliver to Agents 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 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 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 Agents 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 Agents of an interest rate and Fees hereunder shall be final, binding and conclusive on Borrowers, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 6.1(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 (i) with respect to the Canadian Revolving Credit Advances, Canadian Agent or (ii) with respect to the U.S. Revolving Credit Advances (including, without limitation, the In-Season Overadvances) and the Swing Line Advances, Agent (or, in either case, upon the written request of Requisite Lenders) confirmed by written notice from the Agent or Canadian Agent, as applicable, to Borrower Representative, subject to applicable law, the interest rates applicable to the Advances and the Letter of Credit Fee shall each be increased by two percentage points (2%) per annum above the rates of interest or Letter of Credit Fee otherwise applicable hereunder (“Default Rate”), and all outstanding 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) U.S. Borrower, with respect to U.S. Revolving Credit Advances and U.S. Revolving Loans, and Borrower Representative, with respect to Canadian Revolving Credit Advances and Canadian Revolving Loans, 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 Advances (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 Cost in accordance with Section 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 Advance (other than Swing Line Advances) 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 LIBOR Loan or group of LIBOR 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 $5,000,000 or the Dollar Equivalent thereof and integral multiples of $500,000 or the Dollar Equivalent thereof in excess of such amount. Any such election must be made by 1:00 p.m. (New York time) on the 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 U.S. Borrower or Borrower Representative, as applicable, wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by U.S. Borrower or Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by 1:00 p.m. (New York time) on the 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 Canadian Agent and U.S. Borrower must make such election by notice to Agent, in either case, in writing, by fax or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice in the form of Exhibit 1.2(e) (a “Notice of Conversion/Continuation”). No Advance shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and (i) with respect to the Canadian Revolving Credit Advances, Canadian Agent or (ii) with respect to the U.S. Revolving Credit Advances (including, without limitation, In-Season Overadvances), Agent or, in either case, Requisite Lenders have determined not to convert or continue any Advance as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 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”), 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, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by (i) with respect to the Canadian Revolving Credit Advances, Canadian Agent, on behalf of Lenders, or (ii) with respect to the U.S. Revolving Credit Advances (including, without limitation, In-Season Overadvances) and Swing Line Advances, 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 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 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 or Canadian Agent, as applicable, shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 6.5 and thereafter shall refund any excess to Borrowers or as such court of competent jurisdiction may otherwise order. (g) If any provision of this Agreement or any of the other Loan Documents would obligate Canadian Borrower to make any payment of interest with respect to the Obligations or other amount payable to Canadian 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 Canadian Agent or such Lender of interest with respect to the Obligations at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provision, such amount or rates 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 Canadian Agent or such Lender of interest with respect to the Obligations at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) first, by reducing the amount or rates of interest required to be paid to the Canadian Agent or the affected Lender under this Section 1.2(g); and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Canadian Agent or the affected Lender which would constitute interest with respect to the Obligations for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if Canadian Agent or any Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), then Canadian Borrower shall be entitled, by notice in writing to the Canadian Agent or the affected Lender, to obtain reimbursement from the Canadian 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 the Canadian Agent or such Lender to Canadian Borrower. Any amount or rate of interest under the Obligations referred to in this Section 1.2(g) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that any Canadian Revolving Credit Advances remain 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 (with reference to the Canadian Revolving Loan) and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Canadian Agent shall be conclusive for the purposes of such determination. (h) 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 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) Interest, principal and Fees shall be payable solely in the currency in which the underlying Loan is made, except that the Unused Line Fee and Letter of Credit Fees shall be paid solely in Dollars.

Interest and Applicable Margins. (a) US Borrowers shall pay interest (i) with respect to the U.S. Revolving Credit Advances, to Agent, for the ratable benefit of US Lenders (except with respect to In-Season Overadvances, all and Canadian Borrower shall pay interest on which shall be paid to Agent solely for its own account), (ii) with respect to the Canadian Revolving Credit Advances, to Canadian Agent and (iii) with respect to the Swing Line Advances, to Agent, for the ratable benefit of the Swing Line LenderCanadian Lenders, in each case in accordance with 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 Credit Advances (excluding In-Season Overadvances) which are designated as Index Rate Loans (and for all other interest-bearing Obligations not otherwise set forth below)Advances, the US Index Rate plus the Applicable Revolver US Index Margin per annum or, with respect to Revolving Credit Advances (excluding In-Season Overadvances) which are designated as LIBOR Loans, at the election of, with respect to U.S. Revolving Credit Advances, U.S. Borrower, and with respect to Canadian Revolving Credit Advances, of Borrower 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; (ii) with respect to Revolving Credit Advances which are In-Season Overadvances and which are designated as Index Rate Loansthe Swing Line Loan, the US Index Rate plus the Applicable In-Season Overadvance Revolver US Index Margin per annum, based on the aggregate Swing Line Loans outstanding from time to time; (iii) with respect to the Term Loan B and the Canadian Loan, the US Index Rate plus the Applicable Term Loan B Index Margin per annum or, with respect to Revolving Credit Advances which are In-Season Overadvances and which are designated as LIBOR Loans, at the election of, with respect to U.S. Revolving Credit Advances, U.S. Borrower, and with respect to Canadian Revolving Credit Advances, of Borrower Representative, the applicable LIBOR Rate plus the Applicable In-Season Overadvance Term Loan B LIBOR Margin per annum, based on the aggregate Term Loan B and Canadian Loan outstanding from time to time; and (iiiv) with respect to the Swing Line LoanSCIL, the US Index Rate plus the Applicable Revolver SCIL Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable SCIL LIBOR Margin per annum, based on the aggregate SCIL outstanding from time to time. The As of the Closing Date, the Applicable Margins are as follows: Applicable Revolver US Index Margin 0.75 1.25% Applicable Revolver LIBOR Margin 2.00 3.00% Applicable In-Season Overadvance Term Loan B Index Margin 2.25 1.25% Applicable In-Season Overadvance Term Loan B LIBOR Margin 3.50 3.00% Applicable SCIL Index Margin 3.25% Applicable SCIL LIBOR Margin 5.00% Applicable Unused Line Fee Margin 0.25 0.50% The Applicable Margins (other than Revolver US Index Margin, the Applicable In-Season Overadvance Revolver LIBOR Margin, the Applicable Term Loan B Index Margin and the Applicable Term Loan B LIBOR Margin (collectively, the “Adjustable Applicable Margins”) shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrowers’ and their SubsidiariesHoldings’ consolidated financial performanceperformance for the immediately preceding four quarters, commencing with the first day of the first calendar month that occurs more than one (1) day 5 days after delivery of Holdings’ annual, audited quarterly Financial Statements to Lenders for the Fiscal Year Quarter ending on or after February 22June 30, 20042005. Adjustments in the Adjustable Applicable Margins will shall be determined by reference to the following grids: £3.00 < 2.00 to 1.00 Level I £3.50< 3.25 to 1.00, but > 3.00 2.00 to 1.00 Level II >3.50 Level III ≥ 3.25 to 1.00 L▇▇▇▇ ▇▇▇ Applicable Revolver US Index Margin 0.50 1.00% 0.75 1.25% 1.00 1.50% Applicable Revolver LIBOR Margin 1.75 2.75% 2.00 3.00% 2.25 3.25% Applicable Unused Line Fee Term Loan B Index Margin 0.125 1.00% 0.25 1.25% 0.375 1.50% Applicable Term Loan B LIBOR Margin 2.75% 3.00% 3.25% All adjustments in the Adjustable Applicable Margins subsequent to the delivery of Holdings’ annualafter June 30, audited Financial Statements to Lenders for the Fiscal Year ending on or after February 22, 2004, 2005 shall be implemented quarterly on a prospective basis, for on the first day of each calendar month commencing at least one (1) day 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; provided, that, the Applicable Margins shall not be adjusted to Level I until at least six (6) months after the Closing Date. Concurrently with the delivery of those Financial Statements, Borrower Representative shall deliver to Agents Agent, Canadian 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 Adjustable Applicable Margins. Failure to timely deliver such Financial Statements within fifteen (15) days of the date such Financial Statements are required to be delivered shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Adjustable 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 Event of Default has occurred and is continuing at the time any reduction in the Adjustable 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 Events such Default or 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 all computations of interest shall be made by Agents Agent or Canadian Agent, as applicable, 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 US Index Rate is a floating rate determined for each day. Each determination by Agents Agent or Canadian Agent, as applicable, of an interest rate and Fees hereunder shall be final, binding and conclusive on Borrowers, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 6.1(a8.1(a), (fh) or (gi) and without notice of any kind, or so long as any other Event of Default with respect to Section 5.12 or Annex C, E, F or G has occurred and is continuing and at the election of (i) with respect to the Canadian Revolving Credit Advances, Canadian Agent or (ii) with respect to the U.S. Revolving Credit Advances (including, without limitation, the In-Season Overadvances) and the Swing Line Advances, Agent (or, in either case, or upon the written request of Requisite Lenders) confirmed by written notice from the Agent or Canadian Agent, as applicable, to Borrower Representative, subject to applicable law, the interest rates applicable to the Advances Loans and the Letter of Credit Fee Fees shall each be increased by two percentage points (2%) per annum above the rates of interest or Letter the rate of Credit Fee such Fees otherwise applicable hereunder (“Default Rate”), and all outstanding 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) U.S. Borrower, with respect to U.S. Revolving Credit Advances and U.S. Revolving Loans, and Borrower Representative, with respect to Canadian Revolving Credit Advances and Canadian Revolving Loans, Representative shall have the option to (iA) request that any Revolving Credit Advance be made as a LIBOR Loan, (iiB) convert at any time all or any part of outstanding Advances Loans (other than the Swing Line Loan) from US Index Rate Loans to LIBOR Loans, , (iiiC) convert any LIBOR Loan to an a US Index Rate Loan, subject to payment of the LIBOR Breakage Cost breakage costs in accordance with Section 1.3(d1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (ivD) continue all or any portion of any Advance Loan (other than the Swing Line AdvancesLoan) 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 LIBOR ; provided, however, that no Loan or group of Loans shall be made as, converted to, or continued at the end of the LIBOR Period therefor as a LIBOR Loan if any Default or Event of Default has occurred and is continuing and no Loan may be made as a LIBOR Loan until the earlier of 60 days following the Closing Date or the date the Administrative Agent has determined that the syndication of the Commitments has been completed. 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 $5,000,000 (or in the Dollar Equivalent thereof case of the Canadian Loan, $500,000) and integral multiples of $500,000 or the Dollar Equivalent thereof 100,000 in excess of such amount. Any such election must be made by 1:00 p.m. (New p.m.(New York time) on the 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 U.S. Borrower or Borrower Representative, as applicable, Representative wishes to convert any US Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by U.S. Borrower or Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by 1:00 p.m. (New p.m.(New York time) on the third 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), that LIBOR Loan shall be converted to an a US Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Agent and, in the case of the Canadian Loan, Canadian Agent and U.S. Borrower must make such election by notice to Agent, in either case, in writing, by fax telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice in the form of Exhibit 1.2(e) (a “Notice of Conversion/Continuation-LIBOR Rate”) in the form of Exhibit 1.5(e)(i). No Advance shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and (i) with respect to the Canadian Revolving Credit Advances, Canadian Agent or (ii) with respect to the U.S. Revolving Credit Advances (including, without limitation, In-Season Overadvances), Agent or, in either case, Requisite Lenders have determined not to convert or continue any Advance as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 1.21.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder with respect to the US Obligations 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, US Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by (i) with respect to the Canadian Revolving Credit Advances, Canadian Agent, on behalf of Lenders, or (ii) with respect to the U.S. Revolving Credit Advances (including, without limitation, In-Season Overadvances) and Swing Line Advances, Agent, on behalf of US Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder with respect to the US Obligations 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 1.2(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 US 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 1.2(f1.5(f), a court of competent jurisdiction shall finally determine by a final, non-appealable order that a US Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent or Canadian Agent, as applicable, shall, to the extent permitted by applicable law, promptly apply such excess as in the order specified in Section 6.5 1.11 and thereafter shall refund any excess to US Borrowers 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 Canadian Borrower to make any payment of interest with respect to the Canadian Obligations or other amount payable to any Canadian 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 that Canadian Agent or such Lender of interest with respect to the Canadian Obligations at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provision, such amount or rates 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 that Canadian Agent or such Lender of interest with respect to the Canadian Obligations at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) first, by reducing the amount or rates of interest required to be paid to the affected Canadian Agent or the affected Lender under this Section 1.2(g)1.5; and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the affected Canadian Agent or the affected Lender which would constitute interest with respect to the Canadian Obligations for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if any Canadian Agent or any Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), then Canadian Borrower shall be entitled, by notice in writing to the affected Canadian Agent or the affected Lender, to obtain reimbursement from the that Canadian 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 the that Canadian Agent or such Lender to Canadian Borrower. Any amount or rate of interest under the Canadian Obligations referred to in this Section 1.2(g1.5(g) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that any the Canadian Revolving Credit Advances remain 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 (with reference to the Canadian Revolving LoanObligations) and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Canadian Agent shall be conclusive for the purposes of such determination. (h) 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 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) Interest, principal and Fees shall be payable solely in the currency in which the underlying Loan is made, except that the Unused Line Fee and Letter of Credit Fees shall be paid solely in Dollars.

Interest and Applicable Margins. (a) US Borrowers shall pay interest (i) with respect to the U.S. Revolving Credit Advances, to Agent, for the ratable benefit of Lenders (except with respect to In-Season Overadvances, all interest on which shall be paid to Agent solely for its own account), (ii) with respect to the Canadian Revolving Credit Advances, to Canadian Agent and (iii) with respect to the Swing Line Advances, to Agent, for the benefit of the Swing Line Lender, in each case in accordance with 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 Credit Advances (excluding In-Season Overadvances) which are designated as Index Rate Loans (and for all other interest-bearing 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 Credit Advances (excluding In-Season Overadvances) which are designated as LIBOR Loans, at the election ofof Borrower Representative, with respect to U.S. (A) for US Revolving Credit Advances, U.S. Borrower, and with respect to Canadian Revolving Credit Advances, Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, or (iiB) with respect to for Canadian Revolving Credit Advances which are In-Season Overadvances and which are designated as Index Rate Loans, the Index Applicable BA Rate plus the Applicable In-Season Overadvance Index Revolver BA Margin per annum or, with respect to based on the aggregate Revolving Credit Advances which are In-Season Overadvances and which are designated as LIBOR Loans, at the election of, with respect outstanding from time to U.S. Revolving Credit Advances, U.S. Borrower, and with respect to Canadian Revolving Credit Advances, Borrower Representative, the applicable LIBOR Rate plus the Applicable In-Season Overadvance LIBOR Margin per annum, and time; (iiiii) with respect to the Swing Line Loan, at the Index Rate 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 Wall Street Journal, plus the Applicable Revolver Index LIBOR Margin per annum. The As of the Closing Date, the Applicable Margins are as follows: Applicable Revolver Index Margin 0.75 0.00 % Applicable Revolver LIBOR Margin 2.00 1.25 % Applicable In-Season Overadvance Index Revolver BA Margin 2.25 1.25 % Applicable In-Season Overadvance LIBOR L/C Margin 3.50 1.25 % Applicable Unused Line Fee Margin 0.25 .375 % The Applicable Margins (other than the Applicable In-Season Overadvance Margins) shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrowers’ and their Subsidiaries’ consolidated financial performanceaverage daily excess Borrowing Availability for the quarter then ended, commencing with the first day of the first calendar month that occurs more than one five (15) day days after delivery of HoldingsBorrowers’ annual, audited Financial Statements Compliance Certificate to Lenders for the Fiscal Year Quarter ending on or after February 22March 31, 20042007. Adjustments in Applicable Margins will be determined by reference to the following grids: £3.00 Level I £3.50, but > 3.00 Level II >3.50 Level III Applicable Revolver Index Margin 0.50 % 0.75 % 1.00 % Applicable Revolver LIBOR Margin 1.75 % 2.00 % 2.25 % Applicable Unused Line Fee Margin 0.125 % 0.25 % 0.375 % All adjustments in the Applicable Margins subsequent to the delivery of Holdings’ annual, audited Financial Statements to Lenders for the Fiscal Year ending on or after February 22, 2004, shall be implemented quarterly on a prospective basis, for each calendar month commencing at least one (1) day after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment; provided, that, the Applicable Margins shall not be adjusted to Level I until at least six (6) months after the Closing Date. Concurrently with the delivery of those Financial Statements, Borrower Representative shall deliver to Agents 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 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 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 Agents 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 Agents of an interest rate and Fees hereunder shall be final, binding and conclusive on Borrowers, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 6.1(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 (i) with respect to the Canadian Revolving Credit Advances, Canadian Agent or (ii) with respect to the U.S. Revolving Credit Advances (including, without limitation, the In-Season Overadvances) and the Swing Line Advances, Agent (or, in either case, upon the written request of Requisite Lenders) confirmed by written notice from the Agent or Canadian Agent, as applicable, to Borrower Representative, subject to applicable law, the interest rates applicable to the Advances and the Letter of Credit Fee shall each be increased by two percentage points (2%) per annum above the rates of interest or Letter of Credit Fee otherwise applicable hereunder (“Default Rate”), and all outstanding 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) U.S. Borrower, with respect to U.S. Revolving Credit Advances and U.S. Revolving Loans, and Borrower Representative, with respect to Canadian Revolving Credit Advances and Canadian Revolving Loans, 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 Advances (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 Cost in accordance with Section 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 Advance (other than Swing Line Advances) 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 LIBOR Loan or group of LIBOR 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 $5,000,000 or the Dollar Equivalent thereof and integral multiples of $500,000 or the Dollar Equivalent thereof in excess of such amount. Any such election must be made by 1:00 p.m. (New York time) on the 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 U.S. Borrower or Borrower Representative, as applicable, wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by U.S. Borrower or Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by 1:00 p.m. (New York time) on the 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 Canadian Agent and U.S. Borrower must make such election by notice to Agent, in either case, in writing, by fax or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice in the form of Exhibit 1.2(e) (a “Notice of Conversion/Continuation”). No Advance shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and (i) with respect to the Canadian Revolving Credit Advances, Canadian Agent or (ii) with respect to the U.S. Revolving Credit Advances (including, without limitation, In-Season Overadvances), Agent or, in either case, Requisite Lenders have determined not to convert or continue any Advance as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 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”), 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, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by (i) with respect to the Canadian Revolving Credit Advances, Canadian Agent, on behalf of Lenders, or (ii) with respect to the U.S. Revolving Credit Advances (including, without limitation, In-Season Overadvances) and Swing Line Advances, 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 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 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 or Canadian Agent, as applicable, shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 6.5 and thereafter shall refund any excess to Borrowers or as such court of competent jurisdiction may otherwise order. (g) If any provision of this Agreement or any of the other Loan Documents would obligate Canadian Borrower to make any payment of interest with respect to the Obligations or other amount payable to Canadian 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 Canadian Agent or such Lender of interest with respect to the Obligations at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provision, such amount or rates 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 Canadian Agent or such Lender of interest with respect to the Obligations at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) first, by reducing the amount or rates of interest required to be paid to the Canadian Agent or the affected Lender under this Section 1.2(g); and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Canadian Agent or the affected Lender which would constitute interest with respect to the Obligations for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if Canadian Agent or any Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), then Canadian Borrower shall be entitled, by notice in writing to the Canadian Agent or the affected Lender, to obtain reimbursement from the Canadian 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 the Canadian Agent or such Lender to Canadian Borrower. Any amount or rate of interest under the Obligations referred to in this Section 1.2(g) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that any Canadian Revolving Credit Advances remain 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 (with reference to the Canadian Revolving Loan) and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Canadian Agent shall be conclusive for the purposes of such determination. (h) 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 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) Interest, principal and Fees shall be payable solely in the currency in which the underlying Loan is made, except that the Unused Line Fee and Letter of Credit Fees shall be paid solely in Dollars.:

Interest and Applicable Margins. (a) (i) US Borrowers shall pay interest (i) with respect to the U.S. Revolving Credit Advances, to US Agent, for the ratable benefit of US Lenders (except with respect to In-Season Overadvances, all interest on which shall be paid to Agent solely for its own account), and (ii) Canadian Borrowers shall pay interest to Canadian Agent, for the ratable benefit of Canadian Lenders, in each case with respect to the Canadian Revolving Credit Advances, to Canadian Agent and (iii) with respect to the Swing Line Advances, to Agent, for the benefit of the Swing Line Lender, in each case in accordance with 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 Tranche A Revolving Credit Advances (excluding In-Season Overadvances) which are designated as US Index Rate Loans (and for all other interest-bearing US Obligations not otherwise set forth below), the US Index Rate plus the Applicable Revolver US Tranche A Index Margin per annum or, with respect to US Tranche A Revolving Credit Advances (excluding In-Season Overadvances) which are designated as LIBOR Loans, at the election of, with respect to U.S. Revolving Credit Advances, U.S. Borrower, and with respect to Canadian Revolving Credit Advances, of US Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver US Tranche A LIBOR Margin per annum, ; (ii) with respect to the Canadian Tranche A Revolving Credit Advances denominated in Canadian Dollars which are designated as Canadian Index Rate Loans (and for all other Canadian Obligations not otherwise set forth below), the Canadian Index Rate plus the Applicable Canadian Tranche A Index Margin per annum; (iii) with respect to Canadian Tranche A Revolving Credit Advances denominated in Canadian Dollars which are designated as BA Rate Loans, at the election of Canadian Borrower Representative, the applicable BA Rate plus the Applicable Tranche A BA Rate Margin per annum, (iv) with respect to the US Tranche A1 Revolving Credit Advances which are In-Season Overadvances and which are designated as US Tranche A1 Index Rate Loans, the US Index Rate plus the Applicable In-Season Overadvance US Tranche A1 Index Margin per annum or, with respect to US Tranche A1 Revolving Credit Advances which are In-Season Overadvances and which are designated as LIBOR Loans, at the election of, with respect to U.S. Revolving Credit Advances, U.S. Borrower, and with respect to Canadian Revolving Credit Advances, of US Borrower Representative, the applicable LIBOR Rate plus the Applicable In-Season Overadvance US Tranche A1 LIBOR Margin per annum, (v) with respect to the Canadian Tranche A1 Revolving Credit Advances denominated in Canadian Dollars which are designated as Canadian Index Rate Loans, the Canadian Index Rate plus the Applicable Canadian Tranche A1 Index Margin per annum, and (iiivi) with respect to Canadian Tranche A1 Revolving Credit Advances denominated in Canadian Dollars which are designated as BA Rate Loans, at the Swing Line Loanelection of Canadian Borrower Representative, the Index applicable BA Rate plus the Applicable Revolver Index Tranche A1 BA Rate Margin per annum. The Applicable Margins are as follows: Applicable Revolver US Tranche A Index Margin 0.75 % Applicable Revolver LIBOR Margin 2.00 % Applicable In-Season Overadvance US Tranche A LIBOR Margin 3.00 % Applicable Canadian Tranche A Index Margin 2.25 2.00 % Applicable In-Season Overadvance Tranche A BA Rate Margin 3.00 % Applicable US Tranche A1 Index Margin 2.50 % Applicable US Tranche A1 LIBOR 3.50 % Margin Applicable Canadian Tranche A1 Index 2.50 % Margin Applicable Tranche A1 BA Rate Margin 3.50 % Applicable Unused Line Fee Margin 0.25 % The Applicable Margins (other than the Applicable In-Season Overadvance Margins) shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrowers’ and 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 Holdings’ annual, audited Financial Statements to Lenders for the Fiscal Year ending on or after February 22, 2004. Adjustments in Applicable Margins will be determined by reference to the following grids: £3.00 Level I £3.50, but > 3.00 Level II >3.50 Level III Applicable Revolver Index Margin 0.50 % 0.75 % 1.00 % Applicable Revolver LIBOR Margin 1.75 % 2.00 % 2.25 % Applicable Unused Line Fee Margin 0.125 % 0.25 % 0.375 % All adjustments in the Applicable Margins subsequent to the delivery of Holdings’ annual, audited Financial Statements to Lenders for the Fiscal Year ending on or after February 22, 2004, shall be implemented quarterly on a prospective basis, for each calendar month commencing at least one (1) day after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment; provided, that, the Applicable Margins shall not be adjusted to Level I until at least six (6) months after the Closing Date. Concurrently with the delivery of those Financial Statements, Borrower Representative shall deliver to Agents 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 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 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 on LIBOR Loans shall be made by Agents the Applicable Agent on the basis of a 360-day year. All Interest on US Index Rate Loans and Canadian Loans denominated in Canadian Dollars subject to interest calculated by reference to the Canadian Index Rate or the BA Rate shall be calculated on the basis of a 365 day year. In each case, in each case the calculation shall be made 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 Canadian Index Rate are floating rate rates determined for each day. Each determination by Agents the Applicable Agent of an interest rate and Fees hereunder shall be final, binding presumptive evidence of the correctness of such rates and conclusive on Borrowers, absent manifest errorFees. (d) (1) So long as an Event of Default has occurred and is continuing under Section 6.1(a7.1(a), (f) or (g) and without notice of any kind, or (2) so long as any other Event of Default has occurred and is continuing and at the election of (i) with respect to the Canadian Revolving Credit Advances, Canadian Agent or (ii) with respect to the U.S. Revolving Credit Advances (including, without limitation, the In-Season Overadvances) and the Swing Line Advances, Applicable Agent (or, in either case, or upon the written request of the Requisite Lenders) confirmed by written notice from the Applicable Agent or Canadian Agent, as applicable, to Applicable Borrower Representative, subject to applicable lawApplicable Law, the interest rates applicable to the Advances Loans and the Letter of Credit Fee Fees applicable to the Letters of Credit shall each be increased by two percentage points (2%) per annum above the rates of interest or Letter the rate of Credit such Fee otherwise applicable hereunder (the “Default Rate”), and all such outstanding 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 in the case of clause (1) above from the initial date of such Event of Default Default, and in the case of clause (2) above, from the date specified by the Applicable Agent, which date shall be no earlier than the initial date of the applicable Event of Default, and in each case, 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) U.S. Borrower, with respect to U.S. Revolving Credit Advances and U.S. Revolving Loans, and Applicable Borrower Representative, with respect to Canadian Revolving Credit Advances and Canadian Revolving Loans, Representative shall have the option to (i) request that any US Revolving Credit Advance be made as a LIBOR Loan, (ii) request that any Canadian Revolving Credit Advance be made as a BA Rate Loan, (iii) convert at any time all or any part of outstanding Advances (other than the Swing Line Loan) US Loans from US Index Rate Loans to LIBOR Loans, , (iiiiv) convert at any time all or any part of outstanding Canadian Loans from Canadian Index Rate Loans to BA Rate Loans, (v) convert any LIBOR Loan to an a US Index Rate Loan, subject to payment of the LIBOR Breakage Cost Costs in accordance with Section 1.3(d1.4(e) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (ivvi) convert any BA Rate Loan to a Canadian Index Rate Loan, subject to payment of the BA Rate Breakage Costs in accordance with Section 1.4(f) if such conversion is made prior to the expiration of the BA Period applicable thereto, (vii) continue all or any portion of any Advance (other than Swing Line Advances) 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 BA Rate Loan as a BA Rate Loan upon the expiration of the applicable BA Period and the succeeding BA Period of that continued BA Rate Loan shall commence on the first day after the last day of the BA Period of the BA Rate Loan to be continued. Any LIBOR US Loan or group of LIBOR US 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 $5,000,000 or the Dollar Equivalent thereof 1,000,000 and integral multiples of $500,000 in excess of such amount. Any Canadian Loan or group of Canadian Loans denominated in Canadian Dollars having the Dollar Equivalent thereof same proposed BA Period to be made or continued as, or converted into, a BA Rate Loan must be in a minimum amount of Cdn$500,000 and integral multiples of Cdn$100,000 in excess of such amount. Any such election must be made by 1:00 p.m. (New York time) on the third 3rd Business Day prior to (a) in the case of a LIBOR Loan (1) the date of any proposed US 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. the US Borrower or Borrower Representative, as applicable, Representative wishes to convert any US Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by U.S. such Borrower Representative in such election and (b) in the case of a BA Rate Loan (1) the date of any proposed Canadian Revolving Credit Advance which is to bear interest at the BA Rate, (2) the end of each BA Period with respect to any BA Rate Loans to be continued as such, or (3) the date on which Canadian Borrower Representative wishes to convert any Canadian Index Rate Loan to a BA Rate Loan for a BA Period designated by Canadian Borrower Representative in such election. If no election is received with respect to a an existing LIBOR Loan or an existing BA Rate Loan by 1:00 p.m. (New York time) on the third 3rd Business Day prior to the end of the LIBOR Period or the BA Period, as applicable, with respect thereto, that LIBOR Loan shall be converted to an a US Index Rate Loan at the end of its LIBOR Period and that BA Rate Loan shall be converted into a Canadian Index Rate Loan at the end of its BA Period. Applicable Borrower Representative must make such election by notice to Canadian Applicable Agent and U.S. Borrower must make such election by notice to Agent, in either case, in writing, by fax or overnight 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 1.2(e) (a “Notice of Conversion/Continuation”1.3(e). No Advance Loan shall be made, converted into or continued as a LIBOR Loan or a BA Rate Loan, if an Event of Default has occurred and is continuing and (i) with respect to the Canadian Revolving Credit AdvancesLoans, Canadian Agent or Canadian Requisite Lenders or (ii) with respect to the U.S. Revolving Credit Advances (includingUS Loans, without limitationUS Agent or US Requisite Lenders, In-Season Overadvances), Agent or, in either case, Requisite Lenders have determined not to convert make or continue any Advance Loan as a LIBOR Loan or a BA Rate Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 1.21.3, 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, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by (i) with respect to the Canadian Revolving Credit Advances, Canadian Agent, on behalf of Lenders, or (ii) with respect to the U.S. Revolving Credit Advances (including, without limitation, In-Season Overadvances) and Swing Line Advances, 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 1.2(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 1.2(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 or Canadian Agent, as applicable, shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 6.5 1.5 and thereafter shall refund any excess to Borrowers or as such court of competent jurisdiction may otherwise order. (g) If any provision of this Agreement or any of the other Loan Documents would obligate Canadian Borrower to make any payment of interest with respect to the Obligations or other amount payable to Canadian 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 Canadian Agent or such Lender of interest with respect to the Obligations at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provision, such amount or rates 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 Canadian Agent or such Lender of interest with respect to the Obligations at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) first, by reducing the amount or rates of interest required to be paid to the Canadian Agent or the affected Lender under this Section 1.2(g); and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Canadian Agent or the affected Lender which would constitute interest with respect to the Obligations for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if Canadian Agent or any Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), then Canadian Borrower shall be entitled, by notice in writing to the Canadian Agent or the affected Lender, to obtain reimbursement from the Canadian 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 the Canadian Agent or such Lender to Canadian Borrower. Any amount or rate of interest under the Obligations referred to in this Section 1.2(g) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that any Canadian Revolving Credit Advances remain 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 (with reference to the Canadian Revolving Loan) and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Canadian Agent shall be conclusive for the purposes of such determination. (h) 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 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) Interest, principal and Fees shall be payable solely in the currency in which the underlying Loan is made, except that the Unused Line Fee and Letter of Credit Fees shall be paid solely in Dollars.

Interest and Applicable Margins. (a) US Borrowers shall pay interest (i) with respect to the U.S. Revolving Credit Advances, to US Agent, for the ratable benefit of Lenders (except with respect US Lenders, and Canadian Borrowers shall pay interest to In-Season OveradvancesCanadian Agent, all interest on which shall be paid to Agent solely for its own account)the ratable benefit of Canadian Lenders, (ii) in each case with respect to the Canadian Revolving Credit Advances, to Canadian Agent and (iii) with respect to the Swing Line Advances, to Agent, for the benefit of the Swing Line Lender, in each case in accordance with 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 Tranche A Revolving Credit Advances (excluding In-Season Overadvances) which are designated as US Index Rate Loans (and for all other interest-bearing US Obligations not otherwise set forth below), the US Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to US Tranche A Revolving Credit Advances (excluding In-Season Overadvances) which are designated as LIBOR Loans, at the election of, with respect to U.S. Revolving Credit Advances, U.S. Borrower, and with respect to Canadian Revolving Credit Advances, of US Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, Margin; (ii) with respect to the Canadian Tranche A Revolving Credit Advances which are In-Season Overadvances denominated in Canadian Dollars and which are designated as Canadian Index Rate Loans (and for all other Canadian Obligations not otherwise set forth below), the Canadian Index Rate plus the Applicable Margin; (iii) with respect to Canadian Tranche A Revolving Credit Advances denominated in Canadian Dollars and designated as BA Rate Loans, at the election of Canadian Borrower Representative, the applicable BA Rate plus the Applicable Margin, (iv) with respect to the US Tranche A1 Revolving Credit Advances designated as US Tranche A1 Index Rate Loans, the US Index Rate plus the Applicable In-Season Overadvance Index Margin per annum or, with respect to US Tranche A1 Revolving Credit Advances which are In-Season Overadvances and which are designated as LIBOR Loans, at the election of, with respect to U.S. Revolving Credit Advances, U.S. Borrower, and with respect to Canadian Revolving Credit Advances, of US Borrower Representative, the applicable LIBOR Rate plus the Applicable In-Season Overadvance LIBOR Margin per annumMargin, and (iiiv) with respect to the Swing Line LoanCanadian Tranche A1 Revolving Credit Advances denominated in Canadian Dollars and designated as Canadian Index Rate Loans, the Canadian Index Rate plus the Applicable Revolver Index Margin per annum. The Applicable Margins are Margin, and (vi) with respect to Canadian Tranche A1 Revolving Credit Advances denominated in Canadian Dollars and designated as follows: Applicable Revolver Index Margin 0.75 % Applicable Revolver LIBOR Margin 2.00 % Applicable In-Season Overadvance Index Margin 2.25 % Applicable In-Season Overadvance LIBOR Margin 3.50 % Applicable Unused Line Fee Margin 0.25 % The Applicable Margins (other than BA Rate Loans, at the election of Canadian Borrower Representative, the applicable BA Rate plus the Applicable In-Season Overadvance Margins) shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrowers’ and 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 Holdings’ annual, audited Financial Statements to Lenders for the Fiscal Year ending on or after February 22, 2004. Adjustments in Applicable Margins will be determined by reference to the following grids: £3.00 Level I £3.50, but > 3.00 Level II >3.50 Level III Applicable Revolver Index Margin 0.50 % 0.75 % 1.00 % Applicable Revolver LIBOR Margin 1.75 % 2.00 % 2.25 % Applicable Unused Line Fee Margin 0.125 % 0.25 % 0.375 % All adjustments in the Applicable Margins subsequent to the delivery of Holdings’ annual, audited Financial Statements to Lenders for the Fiscal Year ending on or after February 22, 2004, shall be implemented quarterly on a prospective basis, for each calendar month commencing at least one (1) day after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment; provided, that, the Applicable Margins shall not be adjusted to Level I until at least six (6) months after the Closing Date. Concurrently with the delivery of those Financial Statements, Borrower Representative shall deliver to Agents 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 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 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 all computations of interest on LIBOR Loans shall be made by Agents the Applicable Agent on the basis of a 360-day year. All Interest on US Index Rate Loans and Canadian Loans denominated in Canadian Dollars subject to interest calculated by reference to the Canadian Index Rate or the BA Rate shall be calculated on the basis of a 365 day year. In each case, in each case the calculation shall be made 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 Canadian Index Rate are floating rate rates determined for each day. Each determination by Agents the Applicable Agent of an interest rate and Fees hereunder shall be final, binding presumptive evidence of the correctness of such rates and conclusive on Borrowers, absent manifest errorFees. (d) (1) So long as an Event of Default has occurred and is continuing under Section 6.1(a7.1(a), (f) or (g) and without notice of any kind, or (2) so long as any other Event of Default has occurred and is continuing and at the election of (i) with respect to the Canadian Revolving Credit Advances, Canadian Agent or (ii) with respect to the U.S. Revolving Credit Advances (including, without limitation, the In-Season Overadvances) and the Swing Line Advances, Applicable Agent (or, in either case, or upon the written request of the Requisite Lenders) confirmed by written notice from the Applicable Agent or Canadian Agent, as applicable, to Applicable Borrower Representative, subject to applicable lawApplicable Law, the interest rates applicable to the Advances Loans and the Letter of Credit Fee Fees applicable to the Letters of Credit shall each be increased by two percentage points (2%) per annum above the rates of interest or Letter the rate of Credit such Fee otherwise applicable hereunder (the “Default Rate”), and all such outstanding 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 in the case of clause (1) above from the initial date of such Event of Default Default, and in the case of clause (2) above, from the date specified by the Applicable Agent, which date shall be no earlier than the initial date of the applicable Event of Default, and in each case, 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) U.S. Borrower, with respect to U.S. Revolving Credit Advances and U.S. Revolving Loans, and Applicable Borrower Representative, with respect to Canadian Revolving Credit Advances and Canadian Revolving Loans, Representative shall have the option to (i) request that any US Revolving Credit Advance be made as a LIBOR Loan, (ii) request that any Canadian Revolving Credit Advance be made as a BA Rate Loan, (iii) convert at any time all or any part of outstanding Advances (other than the Swing Line Loan) US Loans from US Index Rate Loans to LIBOR Loans, , (iiiiv) convert at any time all or any part of outstanding Canadian Loans from Canadian Index Rate Loans to BA Rate Loans, (v) convert any LIBOR Loan to an a US Index Rate Loan, subject to payment of the LIBOR Breakage Cost Costs in accordance with Section 1.3(d1.4(e) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (ivvi) convert any BA Rate Loan to a Canadian Index Rate Loan, subject to payment of the BA Rate Breakage Costs in accordance with Section 1.4(f) if such conversion is made prior to the expiration of the BA Period applicable thereto, (vii) continue all or any portion of any Advance (other than Swing Line Advances) 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 BA Rate Loan as a BA Rate Loan upon the expiration of the applicable BA Period and the succeeding BA Period of that continued BA Rate Loan shall commence on the first day after the last day of the BA Period of the BA Rate Loan to be continued. Any LIBOR US Loan or group of LIBOR US 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 $5,000,000 or the Dollar Equivalent thereof 1,000,000 and integral multiples of $500,000 in excess of such amount. Any Canadian Loan or group of Canadian Loans denominated in Canadian Dollars having the Dollar Equivalent thereof same proposed BA Period to be made or continued as, or converted into, a BA Rate Loan must be in a minimum amount of Cdn$500,000 and integral multiples of Cdn$100,000 in excess of such amount. Any such election must be made by 1:00 p.m. (New York time) on the third 3rd Business Day prior to (a) in the case of a LIBOR Loan (1) the date of any proposed US 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. the US Borrower or Borrower Representative, as applicable, Representative wishes to convert any US Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by U.S. such Borrower Representative in such election and (b) in the case of a BA Rate Loan (1) the date of any proposed Canadian Revolving Credit Advance which is to bear interest at the BA Rate, (2) the end of each BA Period with respect to any BA Rate Loans to be continued as such, or (3) the date on which Canadian Borrower Representative wishes to convert any Canadian Index Rate Loan to a BA Rate Loan for a BA Period designated by Canadian Borrower Representative in such election. If no election is received with respect to a an existing LIBOR Loan or an existing BA Rate Loan by 1:00 p.m. (New York time) on the third 3rd Business Day prior to the end of the LIBOR Period or the BA Period, as applicable, with respect thereto, that LIBOR Loan shall be converted to an a US Index Rate Loan at the end of its LIBOR Period and that BA Rate Loan shall be converted into a Canadian Index Rate Loan at the end of its BA Period. Applicable Borrower Representative must make such election by notice to Canadian Applicable Agent and U.S. Borrower must make such election by notice to Agent, in either case, in writing, by fax or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice in the form of Exhibit 1.2(e) (a “Notice of Conversion/Continuation”) in the form of Exhibit 1.3(e). No Advance Loan shall be made, converted into or continued as a LIBOR Loan or a BA Rate Loan, if an Event of Default has occurred and is continuing and (i) with respect to the Canadian Revolving Credit AdvancesLoans, Canadian Agent or Canadian Requisite Lenders or (ii) with respect to the U.S. Revolving Credit Advances (includingUS Loans, without limitationUS Agent or US Requisite Lenders, In-Season Overadvances), Agent or, in either case, Requisite Lenders have determined not to convert make or continue any Advance Loan as a LIBOR Loan or a BA Rate Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 1.21.3, 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 Applicable 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, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by (i) with respect to the Canadian Revolving Credit Advances, Canadian Agent, on behalf of Lenders, or (ii) with respect to the U.S. Revolving Credit Advances (including, without limitation, In-Season Overadvances) and Swing Line Advances, 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 1.2(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 1.2(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 or Canadian Agent, as applicable, shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 6.5 1.5 and thereafter shall refund any excess to Borrowers or as such court of competent jurisdiction may otherwise order. (g) If any provision of this Agreement or any of the other Loan Documents would obligate Canadian Borrower to make any payment of interest with respect to the Obligations or other amount payable to Canadian 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 Canadian Agent or such Lender of interest with respect to the Obligations at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provision, such amount or rates 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 Canadian Agent or such Lender of interest with respect to the Obligations at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) first, by reducing the amount or rates of interest required to be paid to the Canadian Agent or the affected Lender under this Section 1.2(g); and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Canadian Agent or the affected Lender which would constitute interest with respect to the Obligations for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if Canadian Agent or any Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), then Canadian Borrower shall be entitled, by notice in writing to the Canadian Agent or the affected Lender, to obtain reimbursement from the Canadian 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 the Canadian Agent or such Lender to Canadian Borrower. Any amount or rate of interest under the Obligations referred to in this Section 1.2(g) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that any Canadian Revolving Credit Advances remain 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 (with reference to the Canadian Revolving Loan) and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Canadian Agent shall be conclusive for the purposes of such determination. (h) 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 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) Interest, principal and Fees shall be payable solely in the currency in which the underlying Loan is made, except that the Unused Line Fee and Letter of Credit Fees shall be paid solely in Dollars.

Interest and Applicable Margins. (a) Borrowers shall pay interest (i) with respect to the U.S. Revolving Credit Advances, to Agent, for the ratable benefit of Lenders (except with respect to In-Season Overadvances, all interest on which shall be paid to Agent solely for its own account), ) (ii) with respect to the Canadian Revolving Credit Advances, to Canadian Agent Agent, and (iii) with respect to the Swing Line Advances, to Agent, for the benefit of the Swing Line Lender, in each case in accordance with 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 Credit Advances (excluding In-Season Overadvances) which are designated as Index Rate Loans (and for all other interest-bearing Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Credit Advances (excluding In-Season Overadvances) which are designated as LIBOR Loans, at the election of, with respect to U.S. Revolving Credit Advances, U.S. Borrower, and with respect to Canadian Revolving Credit Advances, Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, ; (ii) with respect to Revolving Credit Advances which are In-Season Overadvances and which are designated as Index Rate Loans, the Index Rate plus the Applicable In-Season Overadvance Index Margin per annum or, with respect to Revolving Credit Advances which are In-Season Overadvances and which are designated as LIBOR Loans, at the election of, with respect to U.S. Revolving Credit Advances, U.S. Borrower, and with respect to Canadian Revolving Credit Advances, Borrower Representative, the applicable LIBOR Rate plus the Applicable In-Season Overadvance LIBOR Margin per annum, annum and (iii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. The Applicable Margins are as follows: Applicable Revolver Index Margin 0.75 1.50% Applicable Revolver LIBOR Margin 2.00 2.75% Applicable In-Season Overadvance Index Margin 2.25 2.75% Applicable In-Season Overadvance LIBOR Margin 3.50 4.00% Applicable Unused Line Fee Margin 0.25 0.50% The Applicable Margins (other than the Applicable In-Season Overadvance Margins) shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrowers’ ' and 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 Holdings’ ' annual, audited Financial Statements to Lenders for the Fiscal Year ending on or after February 22, 2004. Adjustments in Applicable Margins will be determined by reference to the following grids: £-------------------------------------------------------------------------------- Level of If the Leverage Ratio is: Applicable Margins: -------------------------------------------------------------------------------- *** 3.00 Level I £-------------------------------------------------------------------------------- ***3.50, but > ** 3.00 Level II >-------------------------------------------------------------------------------- **3.50 Level III -------------------------------------------------------------------------------- ** denotes more than *** denotes less than or equal to -------------------------------------------------------------------------------- Applicable Margins -------------------------------------------------------------------------------- Level I Level II Level III -------------------------------------------------------------------------------- Applicable Revolver Index Margin 0.50 1.00% 0.75 1.25% 1.00 1.50% -------------------------------------------------------------------------------- Applicable Revolver LIBOR Margin 1.75 2.25% 2.00 2.50% 2.25 2.75% -------------------------------------------------------------------------------- Applicable Unused Line Fee Margin 0.125 0.25% 0.25 0.375% 0.375 0.50% -------------------------------------------------------------------------------- All adjustments in the Applicable Margins subsequent to the delivery of Holdings’ ' annual, audited Financial Statements to Lenders for the Fiscal Year ending on or after February 22, 2004, shall be implemented quarterly on a prospective basis, for each calendar month commencing at least one (1) day after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment; provided, that, the Applicable Margins shall not be adjusted to Level I until at least six (6) months after the Closing Date. Concurrently with the delivery of those Financial Statements, Borrower Representative shall deliver to Agents 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 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 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 Agents 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 Agents of an interest rate and Fees hereunder shall be final, binding and conclusive on Borrowers, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 6.1(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 (i) with respect to the Canadian Revolving Credit Advances, Canadian Agent or (ii) with respect to the U.S. Revolving Credit Advances (including, without limitation, the In-Season Overadvances) and the Swing Line Advances, Agent (or, in either case, upon the written request of Requisite Lenders) confirmed by written notice from the Agent or Canadian Agent, as applicable, to Borrower Representative, subject to applicable law, the interest rates applicable to the Advances and the Letter of Credit Fee shall each be increased by two percentage points (2%) per annum above the rates of interest or Letter of Credit Fee otherwise applicable hereunder (“"Default Rate”"), and all outstanding 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) U.S. Borrower, with respect to U.S. Revolving Credit Advances and U.S. Revolving Loans, and Borrower Representative, with respect to Canadian Revolving Credit Advances and Canadian Revolving Loans, 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 Advances (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 Cost in accordance with Section 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 Advance (other than Swing Line Advances) 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 LIBOR Loan or group of LIBOR 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 $5,000,000 or the Dollar Equivalent thereof and integral multiples of $500,000 or the Dollar Equivalent thereof in excess of such amount. Any such election must be made by 1:00 p.m. (New York time) on the 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 U.S. Borrower or Borrower Representative, as applicable, wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by U.S. Borrower or Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by 1:00 p.m. (New York time) on the third 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 Representative must make such election by notice to Canadian Agent and U.S. Borrower must make such election by notice to Agent, in either case, in writing, by fax or overnight 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 1.2(e) (a “Notice of Conversion/Continuation”). No Advance shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and (i) with respect to the Canadian Revolving Credit Advances, Canadian Agent or (ii) with respect to the U.S. Revolving Credit Advances (including, without limitation, In-Season Overadvances), Agent or, in either case, Requisite Lenders have determined not to convert make or continue any Advance as a LIBOR Loan as a result thereof. No Advance may be made as or converted into a LIBOR Loan until 45 days after the Closing Date. (f) Notwithstanding anything to the contrary set forth in this Section 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”"), 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, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by (i) with respect to the Canadian Revolving Credit Advances, Canadian Agent, on behalf of Lenders, or (ii) with respect to the U.S. Revolving Credit Advances (including, without limitation, In-Season Overadvances) and Swing Line Advances, 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 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 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 or Canadian Agent, as applicable, shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 6.5 and thereafter shall refund any excess to Borrowers or as such court of competent jurisdiction may otherwise order. (g) If any provision of this Agreement or any of the other Loan Documents would obligate Canadian Borrower to make any payment of interest with respect to the Obligations or other amount payable to Canadian 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 Canadian Agent or such Lender of interest with respect to the Obligations at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provision, such amount or rates 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 Canadian Agent or such Lender of interest with respect to the Obligations at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) first, by reducing the amount or rates of interest required to be paid to the Canadian Agent or the affected Lender under this Section 1.2(g); and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Canadian Agent or the affected Lender which would constitute interest with respect to the Obligations for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if Canadian Agent or any Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), then Canadian Borrower shall be entitled, by notice in writing to the Canadian Agent or the affected Lender, to obtain reimbursement from the Canadian 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 the Canadian Agent or such Lender to Canadian Borrower. Any amount or rate of interest under the Obligations referred to in this Section 1.2(g) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that any Canadian Revolving Credit Advances remain 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 (with reference to the Canadian Revolving Loan) and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Canadian Agent shall be conclusive for the purposes of such determination. (h) 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 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) Interest, principal Unused Line Fees and Letter of Credit Fees shall be payable solely in the currency in which the underlying Loan is made, except that the Unused Line Fee and made or Letter of Credit Fees shall be paid solely in Dollarsis issued.

Interest and Applicable Margins. (a) US Borrowers shall pay interest (i) with respect to the U.S. Revolving Credit Advances, to Agent, for the ratable benefit of US Lenders (except with respect to In-Season Overadvances, all and Canadian Borrower shall pay interest on which shall be paid to Agent solely for its own account), (ii) with respect to the Canadian Revolving Credit Advances, to Canadian Agent and (iii) with respect to the Swing Line Advances, to Agent, for the ratable benefit of the Swing Line LenderCanadian Lenders, in each case in accordance with 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 Credit Advances (excluding In-Season Overadvances) which are designated as Index Rate Loans (and for all other interest-bearing Obligations not otherwise set forth below)Canadian Revolving Credit Advances denominated in US Dollars, the US Index Rate plus the Applicable Revolver US Index Margin per annum or, with respect to Revolving Credit Advances (excluding In-Season Overadvances) which are designated as LIBOR Loans, at the election of, with respect to U.S. Revolving Credit Advances, U.S. Borrower, and with respect to Canadian Revolving Credit Advances, of Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate US Revolving Credit Advances and Canadian Revolving Credit Advances denominated in US Dollars outstanding from time to time; (ii) with respect to Revolving Credit Advances which are In-Season Overadvances and which are designated as Index Rate Loansthe Swing Line Loan, the US Index Rate plus the Applicable In-Season Overadvance Revolver US Index Margin per annum, based on the aggregate Swing Line Loans outstanding from time to time; (iii) with respect to the Canadian Revolving Credit Advances denominated in Canadian Dollars, the Canadian Index Rate plus the Applicable Canadian Index Margin per annum or, at the election of Borrower Representative, the applicable BA Rate plus the Applicable BA Rate Margin per annum, based on the aggregate Canadian Revolving Credit Advances denominated in Canadian Dollars outstanding from time to time, (iv) with respect to Revolving Credit Advances which are In-Season Overadvances the Term Loan A and which are designated as LIBOR Loansthe Canadian Term Loan, the US Index Rate plus the Applicable Term Loan A Index Margin per annum or, at the election of, with respect to U.S. Revolving Credit Advances, U.S. Borrower, and with respect to Canadian Revolving Credit Advances, of Borrower Representative, the applicable LIBOR Rate plus the Applicable In-Season Overadvance Term Loan A LIBOR Margin per annum, based on the aggregate Term Loan A and Canadian Term Loan outstanding from time to time; and (iiiv) with respect to the Swing Line LoanTerm Loan B, the US Index Rate plus the Applicable Revolver 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, based on the aggregate Term Loan B outstanding from time to time. The As of the Closing Date, the Applicable Margins are as follows: Applicable Revolver US Index Margin 0.75 1.75% Applicable Revolver LIBOR Margin 2.00 3.75% Applicable In-Season Overadvance Canadian Index Margin 2.25 1.75% Applicable In-Season Overadvance BA Rate Margin 3.75% Applicable Term Loan A Index Margin 1.75% Applicable Term Loan A LIBOR Margin 3.50 3.75% Applicable Term Loan B Index Margin 3.25% Applicable Term Loan B LIBOR Margin 5.25% Applicable Unused Line Fee Margin 0.25 0.50% The Applicable Margins (other than Revolver US Index Margin, the Applicable In-Season Overadvance Revolver LIBOR Margin, the Applicable Canadian Index Margin, the Applicable BA Rate Margin, the Applicable Term Loan A Index Margin and the applicable Term Loan A LIBOR Margin (collectively, the "Adjustable Applicable Margins") shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrowers’ and their Subsidiaries’ Holdings' consolidated financial performanceperformance for the immediately preceding four quarters, commencing with the first day of the first calendar month that occurs more than one (1) day 5 days after delivery of Holdings’ annual, audited ' quarterly Financial Statements to Lenders for the Fiscal Year Quarter ending on or after February 22December 31, 20042003. Adjustments in the Adjustable Applicable Margins will shall be determined by reference to the following grids: £IF LEVERAGE RATIO IS: LEVEL OF APPLICABLE MARGINS ------------------------------------------ ------------------ less than 3.00 Level I £3.50------------------------------------------ ------------------ less than 5.00, but > greater than or equal to 3.00 Level II >3.50 ------------------------------------------ ------------------ greater than or equal to 5.00 Level III ------------------------------------------ ------------------ ------------------------------------- ---------- ----------- ---------- LEVEL I LEVEL II LEVEL III ------------------------------------- ---------- ----------- ---------- Applicable Revolver US 1.00% 1.50% 1.75% Index Margin 0.50 % 0.75 % 1.00 % Applicable Revolver LIBOR Margin 1.75 3.00% 2.00 3.50% 2.25 3.75% Applicable Unused Line Fee Canadian Index Margin 0.125 1.00% 0.25 1.50% 0.375 1.75% Applicable BA Rate Margin 3.00% 3.50% 3.75% Applicable Term Loan A Index Margin 1.00% 1.50% 1.75% Applicable Term Loan A LIBOR Margin 3.00% 3.50% 3.75% All adjustments in the Adjustable Applicable Margins subsequent to the delivery of Holdings’ annualafter December 31, audited Financial Statements to Lenders for the Fiscal Year ending on or after February 22, 2004, 2003 shall be implemented quarterly on a prospective basis, for on the first day of each calendar month commencing at least one (1) day 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; provided, that, the Applicable Margins shall not be adjusted to Level I until at least six (6) months after the Closing Date. Concurrently with the delivery of those Financial Statements, Borrower Representative shall deliver to Agents Agent, Canadian 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 Adjustable Applicable Margins. Failure to timely deliver such Financial Statements within fifteen (15) days of the date such Financial Statements are required to be delivered shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Adjustable 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 Event of Default has occurred and is continuing at the time any reduction in the Adjustable 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 Events such Default or 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 BA Period or 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 Agents Agent or Canadian Agent, as applicable, 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 US Index Rate is a and Canadian Index Rate are floating rate rates determined for each day. Each determination by Agents of an interest rate and Fees hereunder shall be final, binding and conclusive on Borrowers, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 6.1(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 (i) with respect to the Canadian Revolving Credit Advances, Canadian Agent or (ii) with respect to the U.S. Revolving Credit Advances (including, without limitation, the In-Season Overadvances) and the Swing Line Advances, Agent (or, in either case, upon the written request of Requisite Lenders) confirmed by written notice from the Agent or Canadian Agent, as applicable, to Borrower Representative, subject to applicable law, the interest rates applicable to the Advances and the Letter of Credit Fee shall each be increased by two percentage points (2%) per annum above the rates of interest or Letter of Credit Fee otherwise applicable hereunder (“Default Rate”), and all outstanding 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) U.S. Borrower, with respect to U.S. Revolving Credit Advances and U.S. Revolving Loans, and Borrower Representative, with respect to Canadian Revolving Credit Advances and Canadian Revolving Loans, 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 Advances (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 Cost in accordance with Section 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 Advance (other than Swing Line Advances) 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 LIBOR Loan or group of LIBOR 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 $5,000,000 or the Dollar Equivalent thereof and integral multiples of $500,000 or the Dollar Equivalent thereof in excess of such amount. Any such election must be made by 1:00 p.m. (New York time) on the 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 U.S. Borrower or Borrower Representative, as applicable, wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by U.S. Borrower or Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by 1:00 p.m. (New York time) on the 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 Canadian Agent and U.S. Borrower must make such election by notice to Agent, in either case, in writing, by fax or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice in the form of Exhibit 1.2(e) (a “Notice of Conversion/Continuation”). No Advance shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and (i) with respect to the Canadian Revolving Credit Advances, Canadian Agent or (ii) with respect to the U.S. Revolving Credit Advances (including, without limitation, In-Season Overadvances), Agent or, in either case, Requisite Lenders have determined not to convert or continue any Advance as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 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”), 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, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by (i) with respect to the Canadian Revolving Credit Advances, Canadian Agent, on behalf of Lenders, or (ii) with respect to the U.S. Revolving Credit Advances (including, without limitation, In-Season Overadvances) and Swing Line Advances, 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 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 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 or Canadian Agent, as applicable, shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 6.5 and thereafter shall refund any excess to Borrowers or as such court of competent jurisdiction may otherwise order. (g) If any provision of this Agreement or any of the other Loan Documents would obligate Canadian Borrower to make any payment of interest with respect to the Obligations or other amount payable to Canadian 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 Canadian Agent or such Lender of interest with respect to the Obligations at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provision, such amount or rates 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 Canadian Agent or such Lender of interest with respect to the Obligations at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) first, by reducing the amount or rates of interest required to be paid to the Canadian Agent or the affected Lender under this Section 1.2(g); and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Canadian Agent or the affected Lender which would constitute interest with respect to the Obligations for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if Canadian Agent or any Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), then Canadian Borrower shall be entitled, by notice in writing to the Canadian Agent or the affected Lender, to obtain reimbursement from the Canadian 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 the Canadian Agent or such Lender to Canadian Borrower. Any amount or rate of interest under the Obligations referred to in this Section 1.2(g) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that any Canadian Revolving Credit Advances remain 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 (with reference to the Canadian Revolving Loan) and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Canadian Agent shall be conclusive for the purposes of such determination. (h) 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 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) Interest, principal and Fees shall be payable solely in the currency in which the underlying Loan is made, except that the Unused Line Fee and Letter of Credit Fees shall be paid solely in Dollars.each

Interest and Applicable Margins. (a) Borrowers shall pay interest (i) with respect to the U.S. Revolving Credit AdvancesAdvances (including the Overadvances), to Agent, for the ratable benefit of Lenders (except with respect to In-Season Overadvances, all interest on which shall be paid to Agent solely for its own account)Lenders, (ii) with respect to the Canadian Revolving Credit Advances, to Canadian Agent and Agent, (iii) with respect to the Swing Line Advances, to Agent, for the benefit of the Swing Line LenderLender and (iv) with respect to the Term Loan, to Agent, for the ratable benefit of the Term Lenders, in each case in accordance with 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 Credit Advances (excluding In-Season Overadvances) which are designated as Index Rate Loans (and for all other interest-bearing Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Credit Advances (excluding In-Season Overadvances) which are designated as LIBOR Loans, at the election of, with respect to U.S. Revolving Credit Advances, U.S. Borrower, and with respect to Canadian Revolving Credit Advances, of Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, (ii) with respect to Revolving Credit Advances which are In-Season Overadvances and which are designated as Index Rate Loans, the Index Rate plus the Applicable In-Season Overadvance Index Margin per annum or, with respect to Revolving Credit Advances which are In-Season Overadvances and which are designated as LIBOR Loans, at the election of, with respect to U.S. Revolving Credit Advances, U.S. Borrower, and with respect to Canadian Revolving Credit Advances, of Borrower Representative, the applicable LIBOR Rate plus the Applicable In-Season Overadvance LIBOR Margin per annum, (iii) with respect to such portion of the Term 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 Loan designated as a LIBOR Loan, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum and (iiiiv) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. The Applicable Margins are as follows: Applicable Revolver Index Margin 0.75 0.00 % Applicable Revolver LIBOR Margin 2.00 1.25 % Applicable In-Season Overadvance Index Margin 1.00 % Applicable Overadvance LIBOR Margin 2.25 % Applicable In-Season Overadvance Term Loan Index Margin 0.75 % Applicable Term Loan LIBOR Margin 3.50 2.00 % Applicable Unused Line Fee Margin 0.25 % The Applicable Margins (other than the Applicable In-Season Overadvance Margins) shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrowers’ and 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 Holdings’ annual, audited Financial Statements to Lenders for the Fiscal Year ending on or after February 22, 2004. Adjustments in Applicable Margins will be determined by reference to the following grids: £3.00 Level I £3.50, but > 3.00 Level II >3.50 Level III Applicable Revolver Index Margin 0.50 % 0.75 % 1.00 % Applicable Revolver LIBOR Margin 1.75 % 2.00 % 2.25 % Applicable Unused Line Fee Margin 0.125 % 0.25 % 0.375 % All adjustments in the Applicable Margins subsequent to the delivery of Holdings’ annual, audited Financial Statements to Lenders for the Fiscal Year ending on or after February 22, 2004, shall be implemented quarterly on a prospective basis, for each calendar month commencing at least one (1) day after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment; provided, that, the Applicable Margins shall not be adjusted to Level I until at least six (6) months after the Closing Date. Concurrently with the delivery of those Financial Statements, Borrower Representative shall deliver to Agents 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 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 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 Agents on the basis of a 360-day year (provided that interest in the case of Index Rate Loans shall be calculated on the basis of a 365-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 Agents of an interest rate and Fees hereunder shall be final, binding and conclusive on Borrowers, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 6.1(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 (i) with respect to the Canadian Revolving Credit Advances, Canadian Agent or (ii) with respect to the U.S. Revolving Credit Advances (including, without limitation, the In-Season Overadvances) and the Swing Line AdvancesAdvances and the Term Loan, Agent (or, in either case, upon the written request of Requisite Lenders) confirmed by written notice from the Agent or Canadian Agent, as applicable, to Borrower Representative, subject to applicable law, the interest rates applicable to the Advances Advances, the Term Loan and the Letter of Credit Fee shall each be increased by two percentage points (2%) per annum above the rates of interest or Letter of Credit Fee otherwise applicable hereunder (“Default Rate”), and all outstanding 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) U.S. Borrower, with respect to U.S. Revolving Credit Advances and U.S. Revolving Loans, and Borrower Representative, with respect to Canadian Revolving Credit Advances and Canadian Revolving Loans, 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 Advances 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 Cost in accordance with Section 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 Advance Loan (other than Swing Line Advances) 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 LIBOR Loan or group of LIBOR 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 $5,000,000 or the Dollar Equivalent thereof and integral multiples of $500,000 or the Dollar Equivalent thereof in excess of such amount. Any such election must be made by 1:00 p.m. (New York time) on the 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 U.S. Borrower or Borrower Representative, as applicable, Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by U.S. Borrower or Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by 1:00 p.m. (New York time) on the 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 or Canadian Agent and U.S. Borrower must make such election by notice to Agentas applicable, in either case, in writing, by fax or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice in the form of Exhibit 1.2(e) (a “Notice of Conversion/Continuation”). No Advance Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and (i) with respect to the Canadian Revolving Credit Advances, Canadian Agent or (ii) with respect to the U.S. Revolving Credit Advances (including, without limitation, In-Season Overadvances)) and the Term Loan, Agent or, in either case, Requisite Lenders have determined not to convert or continue any Advance Loan as a LIBOR Loan as a result thereof. Borrower Representative may not select any interest period of more than 7 days until the earlier of (i) forty-five (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 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”), 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, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by (i) with respect to the Canadian Revolving Credit Advances, Canadian Agent, on behalf of Lenders, or (ii) with respect to the U.S. Revolving Credit Advances (including, without limitation, In-Season Overadvances) and ), Swing Line AdvancesAdvances and the Term Loan, 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 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 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 or Canadian Agent, as applicable, shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 6.5 and thereafter shall refund any excess to Borrowers or as such court of competent jurisdiction may otherwise order. (g) If any provision of this Agreement or any of the other Loan Documents would obligate Canadian Borrower to make any payment of interest with respect to the Obligations or other amount payable to Canadian 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 Canadian Agent or such Lender of interest with respect to the Obligations at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provision, such amount or rates 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 Canadian Agent or such Lender of interest with respect to the Obligations at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) first, by reducing the amount or rates of interest required to be paid to the Canadian Agent or the affected Lender under this Section 1.2(g); and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Canadian Agent or the affected Lender which would constitute interest with respect to the Obligations for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if Canadian Agent or any Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), then Canadian Borrower shall be entitled, by notice in writing to the Canadian Agent or the affected Lender, to obtain reimbursement from the Canadian 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 the Canadian Agent or such Lender to Canadian Borrower. Any amount or rate of interest under the Obligations referred to in this Section 1.2(g) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that any Canadian Revolving Credit Advances remain 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 (with reference to the Canadian Revolving Loan) and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Canadian Agent shall be conclusive for the purposes of such determination. (h) 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 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) Interest, principal and Fees shall be payable solely in the currency in which the underlying Loan is made, except that the Unused Line Fee and Letter of Credit Fees shall be paid solely in Dollars.

Interest and Applicable Margins. (a) (i) US Borrowers shall pay interest (i) with respect to the U.S. Revolving Credit Advances, to US Agent, for the ratable benefit of US Lenders (except with respect to In-Season Overadvances, all interest on which shall be paid to Agent solely for its own account), and (ii) Canadian Borrowers shall pay interest to Canadian Agent, for the ratable benefit of Canadian Lenders, in each case with respect to the Canadian Revolving Credit Advances, to Canadian Agent and (iii) with respect to the Swing Line Advances, to Agent, for the benefit of the Swing Line Lender, in each case in accordance with 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 Credit Advances (excluding In-Season Overadvances) which are designated as US Index Rate Loans (and for all other interest-bearing US Obligations not otherwise set forth below), the US Index Rate plus the Applicable Revolver US Index Margin per annum or, with respect to US Revolving Credit Advances (excluding In-Season Overadvances) which are designated as LIBOR Loans, at the election of, with respect to U.S. Revolving Credit Advances, U.S. Borrower, and with respect to Canadian Revolving Credit Advances, of US Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver US LIBOR Margin per annum, ; (ii) with respect to the Canadian Revolving Credit Advances which are In-Season Overadvances and denominated in Canadian Dollars which are designated as Canadian Index Rate LoansLoans (and for all other Canadian Obligations not otherwise set forth below), the Canadian Index Rate plus the Applicable In-Season Overadvance Canadian Index Margin per annum or, with respect to Revolving Credit Advances which are In-Season Overadvances and which are designated as LIBOR Loans, at the election of, with respect to U.S. Revolving Credit Advances, U.S. Borrower, and with respect to Canadian Revolving Credit Advances, Borrower Representative, the applicable LIBOR Rate plus the Applicable In-Season Overadvance LIBOR Margin per annum, ; and (iii) with respect to Canadian Revolving Credit Advances denominated in Canadian Dollars which are designated as BA Rate Loans, at the Swing Line Loanelection of Canadian Borrower Representative, the Index applicable BA Rate plus the Applicable Revolver Index BA Rate Margin per annum. The Applicable Margins are as follows: Applicable Revolver US Index Margin 0.75 0.50% Applicable Revolver US LIBOR Margin 2.00 1.50% Applicable In-Season Overadvance Canadian Index Margin 2.25 0.50% Applicable In-Season Overadvance LIBOR BA Margin 3.50 % Applicable Unused Line Fee Margin 0.25 % The Applicable Margins (other than the Applicable In-Season Overadvance Margins) shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrowers’ and 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 Holdings’ annual, audited Financial Statements to Lenders for the Fiscal Year ending on or after February 22, 2004. Adjustments in Applicable Margins will be determined by reference to the following grids: £3.00 Level I £3.50, but > 3.00 Level II >3.50 Level III Applicable Revolver Index Margin 0.50 % 0.75 % 1.00 % Applicable Revolver LIBOR Margin 1.75 % 2.00 % 2.25 % Applicable Unused Line Fee Margin 0.125 % 0.25 % 0.375 % All adjustments in the Applicable Margins subsequent to the delivery of Holdings’ annual, audited Financial Statements to Lenders for the Fiscal Year ending on or after February 22, 2004, shall be implemented quarterly on a prospective basis, for each calendar month commencing at least one (1) day after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment; provided, that, the Applicable Margins shall not be adjusted to Level I until at least six (6) months after the Closing Date. Concurrently with the delivery of those Financial Statements, Borrower Representative shall deliver to Agents 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 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 Events of Default are waived or cured.1.50% (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 all computations of interest on LIBOR Loans shall be made by Agents the Applicable Agent on the basis of a 360-day year. All Interest on US Index Rate Loans and Canadian Loans denominated in Canadian Dollars subject to interest calculated by reference to the Canadian Index Rate or the BA Rate shall be calculated on the basis of a 365 day year. In each case, in each case the calculation shall be made 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 Canadian Index Rate are floating rate rates determined for each day. Each determination by Agents the Applicable Agent of an interest rate and Fees hereunder shall be final, binding presumptive evidence of the correctness of such rates and conclusive on Borrowers, absent manifest errorFees. (d) (1) So long as an Event of Default has occurred and is continuing under Section 6.1(a7.1(a), (f) or (g) and without notice of any kind, or (2) so long as any other Event of Default has occurred and is continuing and at the election of (i) with respect to the Canadian Revolving Credit Advances, Canadian Agent or (ii) with respect to the U.S. Revolving Credit Advances (including, without limitation, the In-Season Overadvances) and the Swing Line Advances, Applicable Agent (or, in either case, or upon the written request of the Requisite Lenders) confirmed by written notice from the Applicable Agent or Canadian Agent, as applicable, to Applicable Borrower Representative, subject to applicable lawApplicable Law, the interest rates applicable to the Advances Loans and the Letter of Credit Fee Fees applicable to the Letters of Credit shall each be increased by two percentage points (2%) per annum above the rates of interest or Letter the rate of Credit such Fee otherwise applicable hereunder (the “Default Rate”), and all such outstanding 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 in the case of clause (1) above from the initial date of such Event of Default Default, and in the case of clause (2) above, from the date specified by the Applicable Agent, which date shall be no earlier than the initial date of the applicable Event of Default, and in each case, 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) U.S. Borrower, with respect to U.S. Revolving Credit Advances and U.S. Revolving Loans, and Applicable Borrower Representative, with respect to Canadian Revolving Credit Advances and Canadian Revolving Loans, Representative shall have the option to (i) request that any US Revolving Credit Advance be made as a LIBOR Loan, (ii) request that any Canadian Revolving Credit Advance be made as a BA Rate Loan, (iii) convert at any time all or any part of outstanding Advances (other than the Swing Line Loan) US Loans from US Index Rate Loans to LIBOR Loans, , (iiiiv) convert at any time all or any part of outstanding Canadian Loans from Canadian Index Rate Loans to BA Rate Loans, (v) convert any LIBOR Loan to an a US Index Rate Loan, subject to payment of the LIBOR Breakage Cost Costs in accordance with Section 1.3(d1.4(e) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (ivvi) convert any BA Rate Loan to a Canadian Index Rate Loan, subject to payment of the BA Rate Breakage Costs in accordance with Section 1.4(f) if such conversion is made prior to the expiration of the BA Period applicable thereto, (vii) continue all or any portion of any Advance (other than Swing Line Advances) 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 BA Rate Loan as a BA Rate Loan upon the expiration of the applicable BA Period and the succeeding BA Period of that continued BA Rate Loan shall commence on the first day after the last day of the BA Period of the BA Rate Loan to be continued. Any LIBOR US Loan or group of LIBOR US 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 $5,000,000 or the Dollar Equivalent thereof 1,000,000 and integral multiples of $500,000 in excess of such amount. Any Canadian Loan or group of Canadian Loans denominated in Canadian Dollars having the Dollar Equivalent thereof same proposed BA Period to be made or continued as, or converted into, a BA Rate Loan must be in a minimum amount of Cdn$500,000 and integral multiples of Cdn$100,000 in excess of such amount. Any such election must be made by 1:00 p.m. (New York time) on the third 3rd Business Day prior to (a) in the case of a LIBOR Loan (1) the date of any proposed US 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. the US Borrower or Borrower Representative, as applicable, Representative wishes to convert any US Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by U.S. such Borrower Representative in such election and (b) in the case of a BA Rate Loan (1) the date of any proposed Canadian Revolving Credit Advance which is to bear interest at the BA Rate, (2) the end of each BA Period with respect to any BA Rate Loans to be continued as such, or (3) the date on which Canadian Borrower Representative wishes to convert any Canadian Index Rate Loan to a BA Rate Loan for a BA Period designated by Canadian Borrower Representative in such election. If no election is received with respect to a an existing LIBOR Loan or an existing BA Rate Loan by 1:00 p.m. (New York time) on the third 3rd Business Day prior to the end of the LIBOR Period or the BA Period, as applicable, with respect thereto, that LIBOR Loan shall be converted to an a US Index Rate Loan at the end of its LIBOR Period and that BA Rate Loan shall be converted into a Canadian Index Rate Loan at the end of its BA Period. Applicable Borrower Representative must make such election by notice to Canadian Applicable Agent and U.S. Borrower must make such election by notice to Agent, in either case, in writing, by fax or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice in the form of Exhibit 1.2(e) (a “Notice of Conversion/Continuation”) in the form of Exhibit 1.3(e). No Advance Loan shall be made, converted into or continued as a LIBOR Loan or a BA Rate Loan, if an Event of Default has occurred and is continuing and (i) with respect to the Canadian Revolving Credit AdvancesLoans, Canadian Agent or Canadian Requisite Lenders or (ii) with respect to the U.S. Revolving Credit Advances (includingUS Loans, without limitationUS Agent or US Requisite Lenders, In-Season Overadvances), Agent or, in either case, Requisite Lenders have determined not to convert make or continue any Advance Loan as a LIBOR Loan or a BA Rate Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 1.21.3, 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, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by (i) with respect to the Canadian Revolving Credit Advances, Canadian Agent, on behalf of Lenders, or (ii) with respect to the U.S. Revolving Credit Advances (including, without limitation, In-Season Overadvances) and Swing Line Advances, 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 1.2(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 1.2(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 or Canadian Agent, as applicable, shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 6.5 1.5 and thereafter shall refund any excess to Borrowers or as such court of competent jurisdiction may otherwise order. (g) If any provision of this Agreement or any of the other Loan Documents would obligate Canadian Borrower to make any payment of interest with respect to the Obligations or other amount payable to Canadian 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 Canadian Agent or such Lender of interest with respect to the Obligations at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provision, such amount or rates 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 Canadian Agent or such Lender of interest with respect to the Obligations at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) first, by reducing the amount or rates of interest required to be paid to the Canadian Agent or the affected Lender under this Section 1.2(g); and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Canadian Agent or the affected Lender which would constitute interest with respect to the Obligations for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if Canadian Agent or any Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), then Canadian Borrower shall be entitled, by notice in writing to the Canadian Agent or the affected Lender, to obtain reimbursement from the Canadian 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 the Canadian Agent or such Lender to Canadian Borrower. Any amount or rate of interest under the Obligations referred to in this Section 1.2(g) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that any Canadian Revolving Credit Advances remain 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 (with reference to the Canadian Revolving Loan) and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Canadian Agent shall be conclusive for the purposes of such determination. (h) 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 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) Interest, principal and Fees shall be payable solely in the currency in which the underlying Loan is made, except that the Unused Line Fee and Letter of Credit Fees shall be paid solely in Dollars.

Interest and Applicable Margins. (a) (i) US Borrowers shall pay interest (i) with respect to the U.S. Revolving Credit Advances, to US Agent, for the ratable benefit of US Lenders (except with respect to In-Season Overadvances, all interest on which shall be paid to Agent solely for its own account), and (ii) Canadian Borrowers shall pay interest to Canadian Agent, for the ratable benefit of Canadian Lenders, in each case with respect to the Canadian Revolving Credit Advances, to Canadian Agent and (iii) with respect to the Swing Line Advances, to Agent, for the benefit of the Swing Line Lender, in each case in accordance with 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 Tranche A Revolving Credit Advances (excluding In-Season Overadvances) which are designated as US Index Rate Loans (and for all other interest-bearing US Obligations not otherwise set forth below), the US Index Rate plus the Applicable Revolver US Tranche A Index Margin per annum or, with respect to US Tranche A Revolving Credit Advances (excluding In-Season Overadvances) which are designated as LIBOR Loans, at the election of, with respect to U.S. Revolving Credit Advances, U.S. Borrower, and with respect to Canadian Revolving Credit Advances, of US Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver US Tranche A LIBOR Margin per annum, ; (ii) with respect to the Canadian Tranche A Revolving Credit Advances denominated in Canadian Dollars which are designated as Canadian Index Rate Loans (and for all other Canadian Obligations not otherwise set forth below), the Canadian Index Rate plus the Applicable Canadian Tranche A Index Margin per annum; (iii) with respect to Canadian Tranche A Revolving Credit Advances denominated in Canadian Dollars which are designated as BA Rate Loans, at the election of Canadian Borrower Representative, the applicable BA Rate plus the Applicable Tranche A BA Rate Margin per annum, (iv) with respect to the US Tranche A1 Revolving Credit Advances which are In-Season Overadvances and which are designated as US Tranche A1 Index Rate Loans, the US Index Rate plus the Applicable In-Season Overadvance US Tranche A1 Index Margin per annum or, with respect to US Tranche A1 Revolving Credit Advances which are In-Season Overadvances and which are designated as LIBOR Loans, at the election of, with respect to U.S. Revolving Credit Advances, U.S. Borrower, and with respect to Canadian Revolving Credit Advances, of US Borrower Representative, the applicable LIBOR Rate plus the Applicable In-Season Overadvance US Tranche A1 LIBOR Margin per annum, (v) with respect to the Canadian Tranche A1 Revolving Credit Advances denominated in Canadian Dollars which are designated as Canadian Index Rate Loans, the Canadian Index Rate plus the Applicable Canadian Tranche A1 Index Margin per annum, and (iiivi) with respect to Canadian Tranche A1 Revolving Credit Advances denominated in Canadian Dollars which are designated as BA Rate Loans, at the Swing Line Loanelection of Canadian Borrower Representative, the Index applicable BA Rate plus the Applicable Revolver Index Tranche A1 BA Rate Margin per annum. The Applicable Margins are as follows: Applicable Revolver US Tranche A Index Margin 0.75 0.50 % Applicable Revolver US Tranche A LIBOR Margin 1.50 % Applicable Canadian Tranche A Index Margin 0.50 % Applicable Tranche A BA Rate Margin 1.50 % Applicable US Tranche A1 Index Margin 1.00 % Applicable US Tranche A1 LIBOR Margin 2.00 % Applicable In-Season Overadvance Canadian Tranche A1 Index Margin 2.25 % Applicable In-Season Overadvance LIBOR Margin 3.50 % Applicable Unused Line Fee Margin 0.25 % The Applicable Margins (other than the Applicable In-Season Overadvance Margins) shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrowers’ and 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 Holdings’ annual, audited Financial Statements to Lenders for the Fiscal Year ending on or after February 22, 2004. Adjustments in Applicable Margins will be determined by reference to the following grids: £3.00 Level I £3.50, but > 3.00 Level II >3.50 Level III Applicable Revolver Index Margin 0.50 % 0.75 % 1.00 % Applicable Revolver LIBOR Tranche A1 BA Rate Margin 1.75 % 2.00 % 2.25 % Applicable Unused Line Fee Margin 0.125 % 0.25 % 0.375 % All adjustments in the Applicable Margins subsequent to the delivery of Holdings’ annual, audited Financial Statements to Lenders for the Fiscal Year ending on or after February 22, 2004, shall be implemented quarterly on a prospective basis, for each calendar month commencing at least one (1) day after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment; provided, that, the Applicable Margins shall not be adjusted to Level I until at least six (6) months after the Closing Date. Concurrently with the delivery of those Financial Statements, Borrower Representative shall deliver to Agents 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 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 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 on LIBOR Loans shall be made by Agents the Applicable Agent on the basis of a 360-day year. All Interest on US Index Rate Loans and Canadian Loans denominated in Canadian Dollars subject to interest calculated by reference to the Canadian Index Rate or the BA Rate shall be calculated on the basis of a 365 day year. In each case, in each case the calculation shall be made 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 Canadian Index Rate are floating rate rates determined for each day. Each determination by Agents the Applicable Agent of an interest rate and Fees hereunder shall be final, binding presumptive evidence of the correctness of such rates and conclusive on Borrowers, absent manifest errorFees. (d) (1) So long as an Event of Default has occurred and is continuing under Section 6.1(a7.1(a), (f) or (g) and without notice of any kind, or (2) so long as any other Event of Default has occurred and is continuing and at the election of (i) with respect to the Canadian Revolving Credit Advances, Canadian Agent or (ii) with respect to the U.S. Revolving Credit Advances (including, without limitation, the In-Season Overadvances) and the Swing Line Advances, Applicable Agent (or, in either case, or upon the written request of the Requisite Lenders) confirmed by written notice from the Applicable Agent or Canadian Agent, as applicable, to Applicable Borrower Representative, subject to applicable lawApplicable Law, the interest rates applicable to the Advances Loans and the Letter of Credit Fee Fees applicable to the Letters of Credit shall each be increased by two percentage points (2%) per annum above the rates of interest or Letter the rate of Credit such Fee otherwise applicable hereunder (the “Default Rate”), and all such outstanding 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 in the case of clause (1) above from the initial date of such Event of Default Default, and in the case of clause (2) above, from the date specified by the Applicable Agent, which date shall be no earlier than the initial date of the applicable Event of Default, and in each case, 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) U.S. Borrower, with respect to U.S. Revolving Credit Advances and U.S. Revolving Loans, and Applicable Borrower Representative, with respect to Canadian Revolving Credit Advances and Canadian Revolving Loans, Representative shall have the option to (i) request that any US Revolving Credit Advance be made as a LIBOR Loan, (ii) request that any Canadian Revolving Credit Advance be made as a BA Rate Loan, (iii) convert at any time all or any part of outstanding Advances (other than the Swing Line Loan) US Loans from US Index Rate Loans to LIBOR Loans, , (iiiiv) convert at any time all or any part of outstanding Canadian Loans from Canadian Index Rate Loans to BA Rate Loans, (v) convert any LIBOR Loan to an a US Index Rate Loan, subject to payment of the LIBOR Breakage Cost Costs in accordance with Section 1.3(d1.4(e) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (ivvi) convert any BA Rate Loan to a Canadian Index Rate Loan, subject to payment of the BA Rate Breakage Costs in accordance with Section 1.4(f) if such conversion is made prior to the expiration of the BA Period applicable thereto, (vii) continue all or any portion of any Advance (other than Swing Line Advances) 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 BA Rate Loan as a BA Rate Loan upon the expiration of the applicable BA Period and the succeeding BA Period of that continued BA Rate Loan shall commence on the first day after the last day of the BA Period of the BA Rate Loan to be continued. Any LIBOR US Loan or group of LIBOR US 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 $5,000,000 or the Dollar Equivalent thereof 1,000,000 and integral multiples of $500,000 in excess of such amount. Any Canadian Loan or group of Canadian Loans denominated in Canadian Dollars having the Dollar Equivalent thereof same proposed BA Period to be made or continued as, or converted into, a BA Rate Loan must be in a minimum amount of Cdn$500,000 and integral multiples of Cdn$100,000 in excess of such amount. Any such election must be made by 1:00 p.m. (New York time) on the third 3rd Business Day prior to (a) in the case of a LIBOR Loan (1) the date of any proposed US 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. the US Borrower or Borrower Representative, as applicable, Representative wishes to convert any US Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by U.S. such Borrower Representative in such election and (b) in the case of a BA Rate Loan (1) the date of any proposed Canadian Revolving Credit Advance which is to bear interest at the BA Rate, (2) the end of each BA Period with respect to any BA Rate Loans to be continued as such, or (3) the date on which Canadian Borrower Representative wishes to convert any Canadian Index Rate Loan to a BA Rate Loan for a BA Period designated by Canadian Borrower Representative in such election. If no election is received with respect to a an existing LIBOR Loan or an existing BA Rate Loan by 1:00 p.m. (New York time) on the third 3rd Business Day prior to the end of the LIBOR Period or the BA Period, as applicable, with respect thereto, that LIBOR Loan shall be converted to an a US Index Rate Loan at the end of its LIBOR Period and that BA Rate Loan shall be converted into a Canadian Index Rate Loan at the end of its BA Period. Applicable Borrower Representative must make such election by notice to Canadian Applicable Agent and U.S. Borrower must make such election by notice to Agent, in either case, in writing, by fax or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice in the form of Exhibit 1.2(e) (a “Notice of Conversion/Continuation”) in the form of Exhibit 1.3(e). No Advance Loan shall be made, converted into or continued as a LIBOR Loan or a BA Rate Loan, if an Event of Default has occurred and is continuing and (i) with respect to the Canadian Revolving Credit AdvancesLoans, Canadian Agent or Canadian Requisite Lenders or (ii) with respect to the U.S. Revolving Credit Advances (includingUS Loans, without limitationUS Agent or US Requisite Lenders, In-Season Overadvances), Agent or, in either case, Requisite Lenders have determined not to convert make or continue any Advance Loan as a LIBOR Loan or a BA Rate Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 1.21.3, 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, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by (i) with respect to the Canadian Revolving Credit Advances, Canadian Agent, on behalf of Lenders, or (ii) with respect to the U.S. Revolving Credit Advances (including, without limitation, In-Season Overadvances) and Swing Line Advances, 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 1.2(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 1.2(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 or Canadian Agent, as applicable, shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 6.5 1.5 and thereafter shall refund any excess to Borrowers or as such court of competent jurisdiction may otherwise order. (g) If any provision of this Agreement or any of the other Loan Documents would obligate Canadian Borrower to make any payment of interest with respect to the Obligations or other amount payable to Canadian 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 Canadian Agent or such Lender of interest with respect to the Obligations at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provision, such amount or rates 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 Canadian Agent or such Lender of interest with respect to the Obligations at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) first, by reducing the amount or rates of interest required to be paid to the Canadian Agent or the affected Lender under this Section 1.2(g); and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Canadian Agent or the affected Lender which would constitute interest with respect to the Obligations for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if Canadian Agent or any Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), then Canadian Borrower shall be entitled, by notice in writing to the Canadian Agent or the affected Lender, to obtain reimbursement from the Canadian 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 the Canadian Agent or such Lender to Canadian Borrower. Any amount or rate of interest under the Obligations referred to in this Section 1.2(g) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that any Canadian Revolving Credit Advances remain 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 (with reference to the Canadian Revolving Loan) and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Canadian Agent shall be conclusive for the purposes of such determination. (h) 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 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) Interest, principal and Fees shall be payable solely in the currency in which the underlying Loan is made, except that the Unused Line Fee and Letter of Credit Fees shall be paid solely in Dollars.

Interest and Applicable Margins. (a) Borrowers shall pay interest (i) with respect to the U.S. Revolving Credit Advances, to Agent, for the ratable benefit of Lenders (except with respect to In-Season Overadvances, all interest on which shall be paid to Agent solely for its own account), (ii) with respect to the Canadian Revolving Credit Advances, to Canadian Agent and (iii) with respect to the Swing Line Advances, to Agent, for the benefit of the Swing Line Lender, in each case in accordance with 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 Credit Advances (excluding In-Season Overadvances) which are designated as Index Rate Loans (and for all other interest-bearing Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Credit Advances (excluding In-Season Overadvances) which are designated as LIBOR Loans, at the election of, with respect to U.S. Revolving Credit Advances, U.S. Borrower, and with respect to Canadian Revolving Credit Advances, Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, (ii) with respect to Revolving Credit Advances which are In-Season Overadvances and which are designated as Index Rate Loans, the Index Rate plus the Applicable In-Season Overadvance Index Margin per annum or, with respect to Revolving Credit Advances which are In-Season Overadvances and which are designated as LIBOR Loans, at the election of, with respect to U.S. Revolving Credit Advances, U.S. Borrower, and with respect to Canadian Revolving Credit Advances, Borrower Representative, the applicable LIBOR Rate plus the Applicable In-Season Overadvance 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 are as follows: Applicable Revolver Index Margin 0.75 % Applicable Revolver LIBOR Margin 2.00 % Applicable In-Season Overadvance Index Margin 2.25 % Applicable In-Season Overadvance LIBOR Margin 3.50 % Applicable Unused Line Fee Margin 0.25 % The Applicable Margins (other than the Applicable In-Season Overadvance Margins) shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrowers’ and 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 Holdings’ annual, audited Financial Statements to Lenders for the Fiscal Year ending on or after February 22, 2004. Adjustments in Applicable Margins will be determined by reference to the following grids: £3.00 Level I £3.50, but > 3.00 Level II >3.50 Level III Applicable Revolver Index Margin 0.50 % 0.75 % 1.00 % Applicable Revolver LIBOR Margin 1.75 % 2.00 % 2.25 % Applicable Unused Line Fee Margin 0.125 0.25 % 0.25 % 0.375 % All adjustments in the Applicable Margins subsequent to the delivery of Holdings’ annual, audited Financial Statements to Lenders for the Fiscal Year ending on or after February 22, 2004, shall be implemented quarterly on a prospective basis, for each calendar month commencing at least one (1) day after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment; provided, that, the Applicable Margins shall not be adjusted to Level I until at least six (6) months after the Closing Date. Concurrently with the delivery of those Financial Statements, Borrower Representative shall deliver to Agents 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 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 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 Agents 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 Agents of an interest rate and Fees hereunder shall be final, binding and conclusive on Borrowers, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 6.1(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 (i) with respect to the Canadian Revolving Credit Advances, Canadian Agent or (ii) with respect to the U.S. Revolving Credit Advances (including, without limitation, the In-Season Overadvances) and the Swing Line Advances, Agent (or, in either case, upon the written request of Requisite Lenders) confirmed by written notice from the Agent or Canadian Agent, as applicable, to Borrower Representative, subject to applicable law, the interest rates applicable to the Advances and the Letter of Credit Fee shall each be increased by two percentage points (2%) per annum above the rates of interest or Letter of Credit Fee otherwise applicable hereunder (“Default Rate”), and all outstanding 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) U.S. Borrower, with respect to U.S. Revolving Credit Advances and U.S. Revolving Loans, and Borrower Representative, with respect to Canadian Revolving Credit Advances and Canadian Revolving Loans, 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 Advances (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 Cost in accordance with Section 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 Advance (other than Swing Line Advances) 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 LIBOR Loan or group of LIBOR 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 $5,000,000 or the Dollar Equivalent thereof and integral multiples of $500,000 or the Dollar Equivalent thereof in excess of such amount. Any such election must be made by 1:00 p.m. (New York time) on the 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 U.S. Borrower or Borrower Representative, as applicable, wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by U.S. Borrower or Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by 1:00 p.m. (New York time) on the 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 Canadian Agent and U.S. Borrower must make such election by notice to Agent, in either case, in writing, by fax or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice in the form of Exhibit 1.2(e) (a “Notice of Conversion/Continuation”). No Advance shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and (i) with respect to the Canadian Revolving Credit Advances, Canadian Agent or (ii) with respect to the U.S. Revolving Credit Advances (including, without limitation, In-Season Overadvances), Agent or, in either case, Requisite Lenders have determined not to convert or continue any Advance as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 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”), 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, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by (i) with respect to the Canadian Revolving Credit Advances, Canadian Agent, on behalf of Lenders, or (ii) with respect to the U.S. Revolving Credit Advances (including, without limitation, In-Season Overadvances) and Swing Line Advances, 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 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 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 or Canadian Agent, as applicable, shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 6.5 and thereafter shall refund any excess to Borrowers or as such court of competent jurisdiction may otherwise order. (g) If any provision of this Agreement or any of the other Loan Documents would obligate Canadian Borrower to make any payment of interest with respect to the Obligations or other amount payable to Canadian 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 Canadian Agent or such Lender of interest with respect to the Obligations at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provision, such amount or rates 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 Canadian Agent or such Lender of interest with respect to the Obligations at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: : (1) first, by reducing the amount or rates of interest required to be paid to the Canadian Agent or the affected Lender under this Section 1.2(g); and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Canadian Agent or the affected Lender which would constitute interest with respect to the Obligations for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if Canadian Agent or any Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), then Canadian Borrower shall be entitled, by notice in writing to the Canadian Agent or the affected Lender, to obtain reimbursement from the Canadian 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 the Canadian Agent or such Lender to Canadian Borrower. Any amount or rate of interest under the Obligations referred to in this Section 1.2(g) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that any Canadian Revolving Credit Advances remain 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 (with reference to the Canadian Revolving Loan) and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Canadian Agent shall be conclusive for the purposes of such determination. (h) 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 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) Interest, principal and Fees shall be payable solely in the currency in which the underlying Loan is made, except that the Unused Line Fee and Letter of Credit Fees shall be paid solely in Dollars.

Interest and Applicable Margins. (a) Borrowers shall pay interest (i) with respect to the U.S. Revolving Credit Advances, to Agent, for the ratable benefit of Lenders (except with respect to In-Season Overadvances, all interest on which shall be paid to Agent solely for its own account), (ii) with respect to and the Canadian Revolving Credit Advances, to Canadian Agent and (iii) with respect to the Swing Line Advances, to Agent, for the benefit of the Swing Line Lender, in each case Fronting Lender in accordance with 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 Credit Advances (excluding In-Season Overadvances) which are designated as Index Rate Loans (and for all other interest-bearing Obligations not otherwise set forth below)Advances, the Dollar Index Rate plus the Applicable Dollar Revolver Index Margin per annum or, with respect to Revolving Credit Advances (excluding In-Season Overadvances) which are designated as LIBOR Loans, at the election of, with respect to U.S. Revolving Credit Advances, U.S. Borrower, and with respect to Canadian Revolving Credit Advances, of Borrower Representative, the applicable Dollar LIBOR Rate plus the Applicable Dollar Revolver LIBOR Margin per annumannum plus, if such Dollar Revolving Credit Advance is made by a Lender from its office or branch in the United Kingdom or any Participating Member State, the Mandatory Cost, (ii) with respect to the Foreign Currency Revolving Credit Advances which are In-Season Overadvances and which are designated as Index Rate Loans, the Index Rate plus the Applicable In-Season Overadvance Index Margin per annum or, with respect to Revolving Credit Advances which are In-Season Overadvances and which are designated as LIBOR Loans, at the election of, with respect to U.S. Revolving Credit Advances, U.S. Borrower, and with respect to Canadian Revolving Credit Advances, Borrower Representativedenominated in Sterling, the applicable Sterling LIBOR Rate plus the Applicable In-Season Overadvance Sterling Revolver LIBOR Margin per annumannum plus, and if such Foreign Currency Revolving Credit Advance is made by a Lender from its office or branch in the United Kingdom or any Participating Member State, the Mandatory Cost, (iii) with respect to the Foreign Currency Revolving Credit Advances denominated in Hong Kong Dollars, the Hong Kong Dollars LIBOR Rate plus the Applicable Hong Kong Dollars Revolver LIBOR Margin per annum plus, if such Foreign Currency Revolving Credit Advance is made by a Lender from its office or branch in the United Kingdom or any Participating Member State, the Mandatory Cost, (iv) with respect to Swing Line LoanAdvances denominated in Dollars, the Dollar Index Rate plus the Applicable Dollar Revolver Index Margin per annum, (v) with respect to Swing Line Advances denominated in Sterling, the Sterling Index Rate plus the Applicable Sterling Revolver Index Margin per annum and (vi) with respect to Swing Line Advances denominated in Hong Kong Dollars, the Hong Kong Dollars Index Rate plus the Applicable Hong Kong Dollars Revolver Index Margin per annum. The As of the Restatement Effective Date, the Applicable Margins are as follows: Applicable Dollar Revolver Index Margin 0.75 1.00% Applicable Dollar Revolver LIBOR Margin 2.00 2.00% Applicable In-Season Overadvance Sterling Revolver Index Margin 2.25 1.00% Applicable In-Season Overadvance Sterling Revolver LIBOR Margin 3.50 2.00% Applicable Hong Kong Dollars Revolver Index Margin 1.00% Applicable Hong Kong Dollars Revolver LIBOR Margin 2.00% Applicable L/C Margin 2.00% Applicable Unused Line Fee Margin 0.25 0.500% The Applicable Margins (other than the Applicable In-Season Overadvance Margins) shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrowers’ and 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 Holdings’ annual, audited Financial Statements to Lenders for the Fiscal Year ending on or after February 22, 2004. Adjustments in Applicable Margins will be determined by reference to the following grids: £3.00 ≤ 25% Level I £3.50, >25% but > 3.00 ≤ 75% Level II >3.50 75% Level III Applicable Dollar Revolver Index Margin 0.50 1.00% 0.75 1.25% 1.00 1.50% Applicable Dollar Revolver LIBOR Margin 1.75 2.00% 2.00 2.25% 2.25 2.50% Applicable Unused Line Fee Sterling Revolver Index Margin 0.125 1.00% 0.25 1.25% 0.375 1.50% All adjustments Applicable Sterling Revolver LIBOR Margin 2.00% 2.25% 2.50% Applicable Hong Kong Dollars Revolver Index Margin 1.00% 1.25% 1.50% Applicable Hong Kong Dollars Revolver LIBOR Margin 2.00% 2.25% 2.50% Applicable L/C Margin 2.00% 2.25% 2.50% If the Usage for such Business Day is: <50% >50% Adjustments in the Applicable Margins subsequent to the delivery of Holdings’ annual, audited Financial Statements to Lenders for the Fiscal Year ending on or after February 22, 2004, shall be implemented quarterly on a prospective basis, for each calendar month commencing at least one (1) day after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment; provided, that, the Applicable Margins shall not be adjusted to Level I until at least six (6) months after the Closing Date. Concurrently with the delivery of those Financial Statements, Borrower Representative shall deliver to Agents 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 requiredBusiness Day. If any 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 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 computations of interest Loans shall be made by Agents 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 Dollar Index Rate, the Sterling Index Rate is a and the Hong Kong Dollars Index Rate are floating rate rates determined for each day. Each determination by Agents Agent of an interest rate and Fees hereunder shall be final, binding presumptive evidence of the correctness of such rates and conclusive on Borrowers, absent manifest errorFees. (d) So long as an Event of Default has occurred and is continuing under Section 6.1(a8.1(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 (i) with respect to the Canadian Revolving Credit Advances, Canadian Agent or (ii) with respect to the U.S. Revolving Credit Advances (including, without limitation, the In-Season Overadvances) and the Swing Line Advances, Agent shall have elected (or, by written request to Agent, the Requisite Lenders shall have elected), which election in either case, upon the written request of Requisite Lenders) case shall be confirmed by written notice from the Agent or Canadian Agent, as applicable, to Borrower Representative, subject to applicable law, the interest rates applicable to the Advances Loans and the Letter of Credit Fee Fees shall each be increased by two percentage points (2%) per annum above the rates of interest or Letter the rate of Credit Fee such Fees otherwise applicable hereunder (the “Default Rate”), and all outstanding 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) U.S. BorrowerSubject to the conditions precedent set forth in Section 2.2, with respect to U.S. Revolving Credit Advances and U.S. Revolving Loans, and Borrower Representative, with respect to Canadian Revolving Credit Advances and Canadian Revolving Loans, 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 Advances (other than the Swing Line Loan) 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 Cost breakage costs in accordance with Section 1.3(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 Advance (other than Swing Line Advances) the outstanding Revolving Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued LIBOR portion of the outstanding Revolving Loan shall commence on the first day after the last day of the LIBOR Period of the LIBOR portion of the outstanding Revolving Loan to be continued. Any LIBOR portion of the outstanding Revolving Loan or group of LIBOR 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 the Dollar Equivalent thereof and an integral multiples multiple of $1,000,000 in excess of such amount, (ii) if denominated in Sterling, £3,000,000 or an integral multiple of £500,000 in excess of such amount or the Dollar Equivalent thereof (iii) if denominated in Hong Kong Dollars, HK$40,000,000 or an integral multiple of HK$8,000,000 in excess of such amount. Any such election must be made by 1:00 p.m. 11:00 a.m. (New York time) on the 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 U.S. Borrower or Borrower Representative, as applicable, Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by U.S. Borrower or Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by 1:00 p.m. 11:00 a.m. (New York time) on the 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 a Foreign Currency, 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 Canadian Agent and U.S. Borrower must make such election by notice to Agent, in either case, in writing, by fax telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice in the form of Exhibit 1.2(e) (a “Notice of Conversion/Continuation”) in the form of Exhibit 1.5(e). No Advance 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 (i) with respect to such continuously outstanding portions of the Canadian outstanding Revolving Credit Advances, Canadian Agent or (ii) with respect to the U.S. Revolving Credit Advances (including, without limitation, In-Season Overadvances), Agent or, in either case, Requisite Lenders have determined not to convert or continue any Advance as a LIBOR Loan as a result thereofLoan. (f) Notwithstanding anything to the contrary set forth in this Section 1.21.5, 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, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by (i) with respect to the Canadian Revolving Credit Advances, Canadian Agent, on behalf of Lenders, or (ii) with respect to the U.S. Revolving Credit Advances (including, without limitation, In-Season Overadvances) and Swing Line Advances, 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 Restatement Effective 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 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 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 or Canadian Agent, as applicable, shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 6.5 and thereafter shall refund any excess to Borrowers or as such court of competent jurisdiction may otherwise order. (g) If any provision of this Agreement or any of the other Loan Documents would obligate Canadian Borrower to make any payment of interest with respect to the Obligations or other amount payable to Canadian 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 Canadian Agent or such Lender of interest with respect to the Obligations at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provision, such amount or rates 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 Canadian Agent or such Lender of interest with respect to the Obligations at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) first, by reducing the amount or rates of interest required to be paid to the Canadian Agent or the affected Lender under this Section 1.2(g); and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Canadian Agent or the affected Lender which would constitute interest with respect to the Obligations for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if Canadian Agent or any Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), then Canadian Borrower shall be entitled, by notice in writing to the Canadian Agent or the affected Lender, to obtain reimbursement from the Canadian 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 the Canadian Agent or such Lender to Canadian Borrower. Any amount or rate of interest under the Obligations referred to in this Section 1.2(g) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that any Canadian Revolving Credit Advances remain 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 (with reference to the Canadian Revolving Loan) and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Canadian Agent shall be conclusive for the purposes of such determination. (h) 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 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) Interest, principal and Fees shall be payable solely in the currency in which the underlying Loan is made, except that the Unused Line Fee and Letter of Credit Fees shall be paid solely in Dollars.