Common use of Interest and Fee Basis Clause in Contracts

Interest and Fee Basis. Applicable Margin, Applicable Commitment Fee Percentage and Applicable L/C Fee Percentage. (i) Interest accrued on Eurodollar Rate Loans, fees payable with respect to Letters of Credit and Commitment Fees shall be calculated for actual days elapsed on the basis of a year of 360 days, and interest accrued on Floating Rate Loans and Swing Line Loans where the basis for calculation is the Alternate Base Rate shall be calculated for actual days elapsed on the basis of a year of 365, or when appropriate 366, days. Interest shall be payable for the day an Obligation is incurred but not for the day of any payment on the amount paid if payment is received prior to 2:00 p.m. (Chicago time) at the place of payment. If any payment of principal of or interest on a Loan or any payment of any other Obligations shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest, fees and commissions in connection with such payment. (ii) The Applicable Margin for Revolving Loans, Applicable Commitment Fee Percentage and Applicable L/C Fee Percentage shall be determined from time to time by reference to the Pricing Schedule on the basis of the then applicable ratio of (A) the sum of all Indebtedness of the Borrower and its Subsidiaries to (B) Consolidated EBITDA (such ratio, the “Total Leverage Ratio”), as described in such Pricing Schedule. For purposes of such Pricing Schedule, the Total Leverage Ratio shall be calculated as of the last day of each fiscal quarter based upon (1) for Indebtedness, Indebtedness as of the last day of each such fiscal quarter; and (2) for Consolidated EBITDA, the actual amount for the four-quarter period ending on such day, calculated, with respect to Permitted Acquisitions, on a pro forma basis using unadjusted historical audited and reviewed unaudited financial statements obtained from the seller (with the Consolidated EBITDA component thereof broken down by fiscal quarter in the Borrower’s reasonable judgment).

Interest and Fee Basis. Applicable Margin, Applicable Commitment Fee Percentage and Applicable L/C Fee Percentage. (i) Interest accrued on Eurodollar all Loans (other than Eurocurrency Rate LoansLoans denominated in Pounds Sterling, fees payable Base Rate Loans with respect to Letters which interest is calculated by reference to the Alternate Base Rate and USD Swing Line Loans), including all Syndicated Canadian Loans and all fees shall be calculated for actual days elapsed on the basis of Credit a 360-day year (except as provided otherwise in the Syndicated Canadian Addendum). Interest on (a) Base Rate Loans with respect to which interest is calculated by reference to the Alternate Base Rate and Commitment USD Swing Line Loans and (b) Eurocurrency Rate Loans denominated in Pounds Sterling and Syndicated Canadian Loans shall in each case be calculated for actual days elapsed on the basis of a 365-day year or, when appropriate, 366-day year; provided that Stamping Fees shall be calculated for actual days elapsed on the basis of a year of 360 days, and interest accrued on Floating Rate Loans and Swing Line Loans where the basis for calculation is the Alternate Base Rate shall be calculated for actual days elapsed on the basis of a year of 365, or when appropriate 366, days-day year. Interest shall be payable for the day an Obligation is incurred but not for the day of any payment on the amount paid if payment is received prior to 2:00 p.m. (Chicago time) at by the place of paymenttimes and in the offices required under Section 2.12. If any payment of principal of or interest on a Loan or any payment of any other Obligations shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest, fees and commissions interest in connection with such payment. (ii) The Applicable Margin for Revolving Loans, Applicable Commitment Fee Percentage and Applicable L/C Fee Percentage shall be determined from time to time by reference to the Pricing Schedule on the basis of the then applicable ratio of (A) the sum of all Indebtedness of the Borrower and its Subsidiaries to (B) Consolidated EBITDA (such ratio, the “Total Leverage Ratio”), as described in such Pricing Schedule. For purposes of such Pricing Schedulethe Interest Act (Canada), (a) whenever any interest or fee under this Agreement or any of the other Loan Documents is calculated using a rate based on a year of 360 days or 365 days, as the case may be, the Total Leverage Ratio shall be calculated rate determined pursuant to such calculation, when expressed as of the last day of each fiscal quarter based upon an annual rate, is equivalent to (1) for Indebtednessthe applicable rate based on a year of 360 days or 365 days, Indebtedness as of the last day of each such fiscal quarter; and case may be, (2) for Consolidated EBITDA, multiplied by the actual amount for the four-quarter period ending on such day, calculated, with respect to Permitted Acquisitions, on a pro forma basis using unadjusted historical audited and reviewed unaudited financial statements obtained from the seller (with the Consolidated EBITDA component thereof broken down by fiscal quarter number of days in the Borrower’s reasonable judgment)calendar year in which the period for which such interest or fee is payable (or compounded) ends, and (3) divided by 360 or 365, as the case may be, (b) the principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement, and (c) the rates of interest stipulated in this Agreement are intended to be nominal rates and are not effective rates or yields.

Interest and Fee Basis. Applicable Margin, Applicable Commitment Facility Fee Percentage and Applicable L/C Fee Percentage. (i) Interest accrued on Eurodollar Rate LoansAdvances, fees payable with respect to Letters of Credit and Commitment Facility Fees shall be calculated for actual days elapsed on the basis of a year of 360 days, and interest accrued on Floating Rate Loans Advances and Swing Line Loans where the basis for calculation is the Alternate Base Rate shall be calculated for actual days elapsed on the basis of a year of 365, or when appropriate 366, days. Interest shall be payable for the day an Obligation is incurred but not for the day of any payment on the amount paid if payment is received prior to 2:00 p.m. (Chicago time) at the place of payment. If any payment of principal of or interest on a Loan or any payment of any other Obligations shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest, fees and commissions in connection with such payment. (ii) The Applicable Margin for Revolving LoansMargin, Applicable Commitment Facility Fee Percentage and Applicable L/C Fee Percentage shall be determined from time to time by reference to the Pricing Schedule on the basis of the then applicable ratio of (Ai) the sum of all Indebtedness of the Borrower and its Subsidiaries to (Bii) Consolidated EBITDA (such ratio, the “Total Leverage Ratio”), as described in such Pricing Schedule. For purposes of such Pricing Schedule, the Total Leverage Ratio shall be calculated as of the last day of each fiscal quarter based upon (1a) for Indebtedness, Indebtedness as of the last day of each such fiscal quarter; and (2b) for Consolidated EBITDA, the actual amount for the four-quarter period ending on such day, calculated, with respect to Permitted Acquisitions, on a pro forma basis using unadjusted historical audited and reviewed unaudited financial statements obtained from the seller (with the Consolidated EBITDA component thereof broken down by fiscal quarter in the Borrower’s reasonable judgment).

Interest and Fee Basis. Applicable Margin(a) Facility Fees and, Applicable Commitment Fee Percentage and Applicable L/C Fee Percentage. (i) Interest accrued whenever it is calculated on Eurodollar the basis of the Prime Rate, interest on Base Rate Loans, fees payable with respect to Letters of Credit and Commitment Fees Loans shall be calculated for actual days elapsed on the basis of a 365-day (or 366-day, as the case may be) year of 360 daysfor the actual days elapsed; otherwise, and interest accrued on Floating Rate Loans and Swing Line Loans where the basis for calculation is the Alternate Base Rate shall be calculated for actual days elapsed on the basis of a 360-day year for the actual days elapsed. Lender shall as soon as practicable notify Borrower of 365each determination of the Benchmark for each Loan. Any change in the interest rate on a Loan resulting from a change in the Base Rate shall become effective as of the opening of business on the day on which such change in the Base Rate is announced. Lender shall as soon as practicable notify Borrower of the effective date and the amount of each such change in interest rate, but failure to give such notice shall not limit or when appropriate 366otherwise affect Lender’s entitlement to receive interest on the Loans, daysand on other amounts payable hereunder, at the rate and on the dates specified herein. Each determination of an interest rate by Lender pursuant to any provision of this Agreement shall be conclusive and binding on Borrower in the absence of manifest error. Lender shall, at ▇▇▇▇▇▇▇▇’s request, deliver to Borrower a statement showing the quotations used by Lender in determining any interest rate pursuant to Section 2.08. (b) Interest shall be payable for the day an Obligation a Loan is incurred made but not for the day of any payment thereof on the amount paid if payment is received prior to 2:00 p.m. (Chicago time) at the place of payment12:00 noon. If any payment of principal of o f or interest on a Loan or any payment of any other Obligations shall become due on a day which that is not a Business Day, such payment due date shall be made on extended to the next succeeding Business Day and, in the case of a principal paymentprincipal, such extension of time shall be included in computing interest, fees and commissions in connection with interest payable on such payment. (ii) The Applicable Margin for Revolving Loans, Applicable Commitment Fee Percentage and Applicable L/C Fee Percentage shall be determined from time to time by reference to the Pricing Schedule on the basis of the then applicable ratio of (A) the sum of all Indebtedness of the Borrower and its Subsidiaries to (B) Consolidated EBITDA (such ratio, the “Total Leverage Ratio”), as described in such Pricing Scheduleprincipal. For purposes of such Pricing Schedulethe Interest Act (Canada), the Total Leverage Ratio shall be annual rate of interest or fees charged to Borrower to which the rate calculated as of in accordance with this Agreement is equivalent is the last day of each fiscal quarter based upon (1) for Indebtedness, Indebtedness as of the last day of each such fiscal quarter; and (2) for Consolidated EBITDArate so calculated multiplied by a fraction, the numerator of which is the actual amount for the four-quarter period ending on such day, calculated, with respect to Permitted Acquisitions, on a pro forma basis using unadjusted historical audited and reviewed unaudited financial statements obtained from the seller (with the Consolidated EBITDA component thereof broken down by fiscal quarter number of days in the Borrower’s reasonable judgment)calendar year in which such calculation is made and the denominator of which is the number of days comprising the basis on which such interest is calculated.

Interest and Fee Basis. Applicable Margin(a) Facility fees and, Applicable Commitment Fee Percentage and Applicable L/C Fee Percentage. (i) Interest accrued whenever it is calculated on Eurodollar the basis of the Prime Rate, interest on Base Rate Loans, fees payable with respect to Letters of Credit and Commitment Fees Loans shall be calculated for actual days elapsed on the basis of a 365-day (or 366-day, as the case may be) year of 360 daysfor the actual days elapsed; otherwise, and interest accrued on Floating Rate Loans and Swing Line Loans where the basis for calculation is the Alternate Base Rate shall be calculated for actual days elapsed on the basis of a 360-day year for the actual days elapsed. Lender shall as soon as practicable notify Borrower of 365each determination of LIBOR. Any change in the interest rate on a Loan resulting from a change in the Base Rate shall become effective as of the opening of business on the day on which such change in the Base Rate is announced. Lender shall as soon as practicable notify Borrower of the effective date and the amount of each such change in interest rate. Each determination of an interest rate by Lender pursuant to any provision of this Agreement shall be conclusive and binding on Borrower in the absence of manifest error. Lender shall, or when appropriate 366at Borrower’s request, days. deliver to Borrower a statement showing the quotations used by Lender in determining any interest rate pursuant to Section 2.08(a). (b) Interest shall be payable for the day an Obligation a Loan is incurred made but not for the day of any payment thereof on the amount paid if payment is received prior to 2:00 p.m. (Chicago time) at the place of payment12:00 noon. If any payment of principal of or interest on a Loan or any payment of any other Obligations shall become due on a day which that is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, payment such extension of time shall be included in computing interest, fees and commissions interest in connection with such payment. (ii) The Applicable Margin for Revolving Loans, Applicable Commitment Fee Percentage and Applicable L/C Fee Percentage shall be determined from time to time by reference to the Pricing Schedule on the basis of the then applicable ratio of (A) the sum of all Indebtedness of the Borrower and its Subsidiaries to (B) Consolidated EBITDA (such ratio, the “Total Leverage Ratio”), as described in such Pricing Schedule. For purposes of such Pricing Schedulethe Interest Act (Canada), the Total Leverage Ratio shall be annual rates of interest or fees charged to Borrower to which the rates calculated as of in accordance with this Agreement are equivalent, are the last day of each fiscal quarter based upon (1) for Indebtedness, Indebtedness as of the last day of each such fiscal quarter; and (2) for Consolidated EBITDA, rates so calculated multiplied by the actual amount for the four-quarter period ending on such day, calculated, with respect to Permitted Acquisitions, on a pro forma basis using unadjusted historical audited and reviewed unaudited financial statements obtained from the seller (with the Consolidated EBITDA component thereof broken down by fiscal quarter number of days in the Borrower’s reasonable judgment)calendar year in which such calculation is made and divided by 365.

Interest and Fee Basis. Applicable MarginAPPLICABLE EURODOLLAR MARGIN, Applicable Commitment Fee Percentage and Applicable L/C Fee PercentageAPPLICABLE FLOATING RATE MARGIN AND APPLICABLE COMMITMENT FEE PERCENTAGE. (i) Interest accrued on Eurodollar Floating Rate Loans, fees payable with respect to Letters Loans shall be calculated for actual days elapsed on the basis of Credit a 365/366-day year. Interest on all other Obligations and Commitment all Fees shall be calculated for actual days elapsed on the basis of a year of 360 days, and interest accrued on Floating Rate Loans and Swing Line Loans where the basis for calculation is the Alternate Base Rate shall be calculated for actual days elapsed on the basis of a year of 365, or when appropriate 366, days360-day year. Interest shall be payable for the day an Obligation is incurred but not for the day of any payment on the amount paid if payment is received prior to 2:00 p.m. (Chicago time) at the place of payment. If any payment of principal of or interest on a Loan or any payment of any other Obligations shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest, fees and commissions interest in connection with such payment. (ii) The Applicable Margin for Revolving LoansEurodollar Margin, Applicable Commitment Fee Percentage Floating Rate Margin and Applicable L/C Commitment Fee Percentage shall be determined from time to time by reference to the Pricing Schedule table set forth below, on the basis of the then applicable ratio of (A) the sum of all Indebtedness of the Borrower and its Subsidiaries to (B) Consolidated EBITDA (such ratio, the “Total Leverage Ratio”), Ratio as described in such Pricing Schedulethis SECTION 2.12(D)(II), PROVIDED, HOWEVER, if utilizing the Leverage Ratio instead of the "Adjusted Leverage Ratio" (as defined below) would result in lowering the Applicable Eurodollar Margin, Applicable Floating Rate Margin and Applicable Commitment Fee Percentage by more than one Level as set forth in the table below, then the Applicable Eurodollar Margin, Applicable Floating Rate Margin and Applicable Commitment Fee Percentage shall be the Level that is one Level lower than the Level determined using the Adjusted Leverage Ratio. For purposes hereof "Adjusted Leverage Ratio" shall mean the Leverage Ratio calculated utilizing EBITDA WITHOUT taking into account the adjustments set forth in clauses (x) and (xi) in the definition thereof. LEVEL I LEVEL II LEVEL III LEVEL IV LEVEL V LEVEL VI ------------ ------------- ------------- ------------- ------------- ------------ Leverage Ratio less than greater than greater than greater than greater than greater than or equal to 1.50 to 1.00 2.00 to 1.00 2.50 to 1.00 3.00 to 1.00 3.50 to 1.00 1.50 to 1.00 and less than and less than and less than and less than or equal to or equal to or equal to or equal to 2.00 to 1.00 2.50 to 1.00 3.00 to 1.00 3.50 to 1.00 Applicable Commitment Fee Perentage 0.25% 0.25% 0.375% 0.50% 0.50% 0.50% Applicable Eurodollar Rate Margin and Applicable L/C Fee Percentage 1.50% 1.75% 2.00% 2.25% 2.50% 2.75% Applicable Floating Rate Margin 0% 0.25% 0.50% 0.75% 1.00% 1.25% For purposes of such Pricing Schedulethis SECTION 2.12(D)(II), the Total Leverage Ratio shall be calculated determined as of the last day of each fiscal quarter based upon (1a) for IndebtednessTotal Debt, Indebtedness Total Debt as of the last day of each such fiscal quarter; and (2b) for Consolidated EBITDA, the actual amount EBITDA for the fourtwelve-quarter month period ending on such day, calculated, with respect to Permitted Acquisitions, on a pro forma basis using unadjusted historical audited and reviewed unaudited day calculated as set forth in the definition thereof. Upon receipt of the financial statements obtained from delivered pursuant to SECTIONS 7.1(A)(I) (subject to adjustment upon receipt of the seller financial statements delivered pursuant to SECTION 7.1(A)(II)), the Applicable Eurodollar Margin, Applicable Floating Rate Margin and Applicable Commitment Fee Percentage shall be adjusted, such adjustment being effective five (5) Business Days following the Agent's receipt of such financial statements and the compliance certificate required to be delivered in connection therewith pursuant to SECTION 7.1(A)(III); PROVIDED, that if the Borrower shall not have timely delivered its financial statements in accordance with SECTION 7.1(A)(I) or (II), as applicable, then commencing on the Consolidated EBITDA component thereof broken down by fiscal quarter in date upon which such financial statements should have been delivered and continuing until such financial statements are actually delivered, it shall be assumed for purposes of determining the Borrower’s reasonable judgment)Applicable Eurodollar Margin, Applicable Floating Rate Margin and Applicable Commitment Fee Percentage that the Leverage Ratio was greater than 3.50 to 1.0.

Interest and Fee Basis. Applicable Eurocurrency Margin, Applicable Commitment Floating Rate Margin, Applicable L/C Fee Percentage and Applicable L/C Commitment Fee Percentage. (i) All Obligations other than Eurocurrency Rate Advances shall bear interest from and including the date of the making of such Advance, in the case of Advances, and the date such Obligation is due and owing in the case of such other Obligations, to (but not including) the date of repayment thereof at the Floating Rate changing when and as such Floating Rate changes. Changes in the rate of interest on that portion of any Advance maintained as a Floating Rate Advance will take effect simultaneously with each change in the Alternate Base Rate. Each Eurocurrency Rate Advance shall bear interest from and including the first day of the Interest accrued Period applicable thereto to (but not including) the last day of such Interest Period at the Eurocurrency Rate determined as applicable to such Eurocurrency Rate Advance in accordance with the terms hereof. (ii) Interest on Eurodollar all Eurocurrency Rate LoansAdvances, Floating Rate Advances and on all fees payable with respect shall be calculated for actual days elapsed on the basis of a 360-day year, except that (x) interest calculated by reference to Letters the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be calculated for actual days elapsed on the basis of Credit a 365- or, when appropriate, 366-day year, and Commitment Fees (ii) Advances denominated in Pounds Sterling shall be calculated for actual days elapsed on the basis of a year of 360 days, and interest accrued on Floating Rate Loans and Swing Line Loans where the basis for calculation is the Alternate Base Rate shall be calculated for actual days elapsed on the basis of a year of 365, or when appropriate 366, 365 days. Interest shall be payable for the day an Obligation is incurred but not for the day of any payment on the amount paid if payment is received prior to 2:00 3:00 p.m. (Chicago timeLocal Time) at the place of payment. If any payment of principal of or interest on a Loan or any payment of any other Obligations shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest, fees and commissions in connection with such payment. (iiiii) The Applicable Margin for Revolving LoansEurocurrency Margin, Applicable Commitment Fee Percentage and Floating Rate Margin, Applicable L/C Fee Percentage and Applicable Commitment Fee Percentage shall be determined from time to time by reference to the Pricing Schedule on the basis of the then applicable ratio of (A) the sum of all Indebtedness of the Borrower rating from ▇▇▇▇▇’▇ and its Subsidiaries to (B) Consolidated EBITDA (such ratio, the “Total Leverage Ratio”)S&P, as described in such the Pricing Schedule. For purposes of such Pricing Schedule, the Total Leverage Ratio shall be calculated as of the last day of each fiscal quarter based upon (1) for Indebtedness, Indebtedness as of the last day of each such fiscal quarter; and (2) for Consolidated EBITDA, the actual amount for the four-quarter period ending on such day, calculated, with respect to Permitted Acquisitions, on a pro forma basis using unadjusted historical audited and reviewed unaudited financial statements obtained from the seller (with the Consolidated EBITDA component thereof broken down by fiscal quarter in the Borrower’s reasonable judgment)Schedule hereto.

Interest and Fee Basis. Applicable Floating Rate Margin, Applicable Commitment Eurocurrency Margin, Applicable Alternate Currency Margin, Applicable L/C Fee Percentage and Applicable L/C Facility Fee Percentage. (i) Interest accrued on Eurodollar all Eurocurrency Rate Loans, all Alternate Currency Loans (except as provided otherwise in the applicable Alternate Currency Addendum), all Floating Rate Loans where the basis for calculation is the Federal Funds Effective Rate and on all fees payable with respect to Letters of Credit and Commitment Fees shall be calculated for actual days elapsed on the basis of a year of 360 days, and interest accrued 360-day year. Interest on all Floating Rate Loans and Swing Line Loans where for which the basis for calculation is the Alternate Base Prime Rate shall be calculated for actual days elapsed on the basis of a year of 365365-, or when appropriate 366366-, daysday year. Interest shall be payable for the day an Obligation is incurred but not for the day of any payment on the amount paid if payment is received prior to 2:00 p.m. (Chicago local time) at the place of payment. If any payment of principal of or interest on a Loan or any payment of any other Obligations shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest, fees and commissions in connection with such payment. (ii) The Applicable Margin for Revolving LoansFloating Rate Margin, the Applicable Eurocurrency Margin, Applicable Commitment Fee Percentage and Alternate Currency Margin, Applicable L/C Fee Percentage and Applicable Facility Fee Percentage shall be determined on the basis of the then applicable Leverage Ratio as described in this Section 2.14(D)(ii), from time to time by reference to the Pricing Schedule on the basis of the then applicable ratio of (A) the sum of all Indebtedness of the Borrower and its Subsidiaries to (B) Consolidated EBITDA (such ratio, the “Total Leverage Ratio”), as described in such Pricing Schedule. following table: For purposes of such Pricing Schedulethis Section 2.14(D)(ii), the Total Leverage Ratio shall be calculated as provided in Section 7.4(A). Upon receipt of the last day financial statements delivered pursuant to Sections 7.1(A)(i) and (ii), as applicable, the Applicable Floating Rate Margin, the Applicable Eurocurrency Margin, Applicable Alternate Currency Margin, the Applicable L/C Fee Percentage and Applicable Facility Fee Percentage shall be adjusted, such adjustment being effective five (5) Business Days following the date such financial statements and the compliance certificate are required to be delivered in connection therewith pursuant to Section 7.1(A)(iii); provided, that if the Company shall not have timely delivered its financial statements in accordance with Section 7.1(A)(i) or (ii), as applicable, and such failure continues for five (5) days after notice from the Administrative Agent to the Company, then, at the discretion of each the Required Lenders, commencing on the date upon which such financial statements should have been delivered and continuing until five (5) days after such financial statements are actually delivered, or after the occurrence and during the continuance of a Default under Sections 8.1(A), (F) or (G), or, at the election of Required Lenders, after the occurrence and during the continuance of a Default under Section 8.1(B)(ii) arising out of a failure to comply with Section 7.4, it shall be assumed for purposes of determining the Applicable Floating Rate Margin, the Applicable Eurocurrency Margin, Applicable Alternate Currency Margin, Applicable L/C Fee Percentage and Applicable Facility Fee Percentage that the Leverage Ratio was greater than or equal to 3.00 to 1.00 and Level VI pricing shall be applicable. (iii) Notwithstanding anything herein to the contrary, from the date of this Agreement to but not including the fifth (5th) Business Day following receipt of the Company’s financial statements delivered pursuant to Section 7.1(A)(i) for the fiscal quarter ending October 2, 2010, the Applicable Eurocurrency Margin, Applicable Floating Rate Margin, Applicable Alternate Currency Margin, Applicable L/C Fee Percentage and Applicable Facility Fee Percentage shall be determined based upon (1) for Indebtedness, Indebtedness as of the last day of each such fiscal quarter; a Leverage Ratio less than 1.00 to 1.00 and (2) for Consolidated EBITDA, the actual amount for the four-quarter period ending on such day, calculated, with respect to Permitted Acquisitions, on a pro forma basis using unadjusted historical audited and reviewed unaudited financial statements obtained from the seller (with the Consolidated EBITDA component thereof broken down by fiscal quarter in the Borrower’s reasonable judgment)Level I pricing shall be applicable.

Interest and Fee Basis. Applicable Margin, Applicable Commitment Fee Percentage and Applicable L/C Fee Percentage. (i) Interest accrued on Eurodollar Rate Loans, fees payable with respect to Letters of Credit and Commitment Fees Advances shall be calculated for actual days elapsed on the basis of a year of 360 days, and interest accrued on Floating Rate Loans and Swing Line Loans Advances where the basis for calculation is the Alternate Base Rate shall be calculated for actual days elapsed on the basis of a year of 365, or when appropriate 366, days. Interest shall be payable for the day an Obligation is incurred but not for the day of any payment on the amount paid if payment is received prior to 2:00 3:00 p.m. (Chicago New York time) at the place of payment. If any payment of principal of or interest on a Loan or any payment of any other Obligations shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest, fees and commissions in connection with such payment. (ii) The Applicable Margin for Revolving Loans, Applicable Commitment Fee Percentage and Applicable L/C Fee Percentage shall be determined from time to time by reference to the Pricing Schedule on the basis of the then applicable ratio of (Ai) the sum of all Indebtedness of the Borrower and its Subsidiaries to (Bii) Consolidated EBITDA (such ratio, the “Total Leverage Ratio”), as described in such Pricing Schedule. For purposes of such Pricing Schedule, the Total Leverage Ratio shall be calculated as of the last day of each fiscal quarter based upon (1a) for Indebtedness, Indebtedness as of the last day of each such fiscal quarter; and (2b) for Consolidated EBITDA, the actual amount for the four-quarter period ending on such day, calculated, with respect to Permitted Acquisitions, on a pro forma basis using unadjusted historical audited and reviewed unaudited financial statements obtained from the seller (with the Consolidated EBITDA component thereof broken down by fiscal quarter in the Borrower’s reasonable judgment).

Interest and Fee Basis. Applicable MarginFloating Rate Margins, Applicable Eurodollar Margins; Applicable Commitment Fee Percentage and Applicable L/C Fee Percentage. (i) Interest accrued on Eurodollar Rate Loans, interest on Floating Rate Loans where interest is calculated by reference to the Federal Funds Effective Rate and fees payable with respect to Letters of Credit and Commitment Fees shall be calculated for actual days elapsed on the basis of a 360-day year of 360 days, and interest accrued for actual days elapsed. Interest on Floating Rate Loans and Swing Line Loans where interest is calculated by reference to the basis for calculation is the Alternate Corporate Base Rate shall be calculated for actual days elapsed on the basis of a year of 365, or when appropriate 366, daysday year. Interest shall be payable for the day an Obligation is incurred but not for the day of any payment on the amount paid if payment is received prior to 2:00 p.m. (Chicago time) at the place of payment. If any payment of principal of or interest on a Loan or any payment of any other Obligations shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest, fees and commissions in connection with such payment. (ii) The Prior to the 2003 Financials Delivery Date, the Applicable Floating Rate Margin for Revolving Loansshall equal 1.00%, the Applicable Commitment Fee Percentage and Eurodollar Margin shall equal 2.00%, the Applicable L/C Fee Percentage shall equal 2.00% and the Applicable Commitment Fee Percentage shall equal 0.50%. On and after the 2003 Financials Delivery Date, provided no Default or Unmatured Default has occurred and is then continuing, the Applicable Floating Rate Margin, the Applicable Eurodollar Margin, the Applicable L/C Fee Percentage and the Applicable Commitment Fee Percentage shall be determined from time to time by reference to the Pricing Schedule table set forth below, on the basis of the then applicable ratio of (A) the sum of all Indebtedness of the Borrower and its Subsidiaries to (B) Consolidated EBITDA (such ratio, the “Total Leverage Ratio”), as described in such Pricing Schedule. : Applicable Applicable Applicable Leverage Commitment Eurodollar Floating Rate Ratio Fee Percentage Margin Margin ---------------------- -------------- ---------- ------------- Less than or equal to 0.25% 1.50% 0.00% 1.50 to 1.00 Less than or equal to 0.30% 1.75% 0.25% 2.00 to 1.00 and greater than 1.50 to 1.00 Greater than 2.00 to 0.35% 2.00% 0.50% 1.00 For purposes of such Pricing Schedulethis Section 2.14(D)(ii), the Total Leverage Ratio shall be calculated as provided in Section 7.4(A). Upon receipt of the last day of each fiscal quarter based upon financial statements from time to time delivered pursuant to Section 7.1(A), the Applicable Floating Rate Margin, the Applicable Eurodollar Margin, the Applicable L/C Fee Percentage and the Applicable Commitment Fee Percentage shall be adjusted. Each adjustment shall be effective five (15) for Indebtedness, Indebtedness as Business Days following the Administrative Agent's receipt of the last day relevant financial statements and the compliance certificates required to be delivered in connection therewith pursuant to Section 7.1(A); provided that if the Borrower shall not have delivered its financial statements when required under Section 7.1(A), then, commencing on the date upon which such financial statements should have been delivered and continuing until such financial statements are actually delivered, it shall be assumed for purposes of each such fiscal quarter; and (2) for Consolidated EBITDAdetermining the Applicable Floating Rate Margin, the actual amount for Applicable Eurodollar Margin, the four-quarter period ending Applicable L/C Fee Percentage and the Applicable Commitment Fee Percentage that the Leverage Ratio is greater than 2.00 to 1.00 and pricing corresponding with such ratio shall apply. From the 2003 Financials Delivery Date through the first date thereafter on such day, calculated, with respect to Permitted Acquisitions, on a pro forma basis using unadjusted historical audited and reviewed unaudited which financial statements obtained from are delivered pursuant to Section 7.1(A), the seller (with Leverage Ratio shall equal the Consolidated EBITDA component thereof broken down by fiscal quarter Leverage Ratio in effect on the Borrower’s reasonable judgment)2003 Financials Delivery Date.

Interest and Fee Basis. Applicable Eurodollar Margin, ; Applicable Commitment ABR Margin; Applicable L/C Fee Percentage and Applicable L/C Commitment Fee Percentage. (i) Interest accrued on all Eurodollar Rate Loans, Loans and on all fees payable with respect to Letters of Credit and Commitment Fees shall be calculated for actual days elapsed on the basis of a year of 360 days, and interest accrued 360-day year. Interest on all Floating Rate Loans and Swing Line Loans where the basis for calculation is the Alternate Base Rate shall be calculated for actual days elapsed on the basis of a year of 365-day year, or when appropriate 366, days-day year. Interest shall be payable for the day an Obligation is incurred but not for the day of any payment on the amount paid if payment is received prior to 2:00 p.m. (Chicago local time) at the place of payment. If any payment of principal of or interest on a Loan or any payment of any other Obligations shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest, fees and commissions in connection with such payment. (ii) The Applicable Margin for Revolving LoansEurodollar Margin, Applicable ABR Margin, Applicable Commitment Fee Percentage and Applicable L/C Fee Percentage shall be determined on the basis of the then applicable Total Indebtedness to EBITDA Ratio as described in this Section 2.14(D)(ii), from time to time by reference to the Pricing Schedule on the basis of the then applicable ratio of (A) the sum of all Indebtedness of the Borrower and its Subsidiaries to (B) Consolidated EBITDA (such ratio, the “Total Leverage Ratio”), as described in such Pricing Schedule. following table: For purposes of such Pricing Schedulethis Section 2.14(D)(ii), the Total Leverage Ratio shall be calculated as provided in Section 7.4(A). Upon receipt of the last financial statements delivered pursuant to Sections 7.1(A)(i) and (ii), as applicable, the Applicable Eurodollar Margin, the Applicable ABR Margin, the Applicable Commitment Fee Percentage and Applicable L/C Fee Percentage shall be adjusted, such adjustment being effective five (5) Business Days following the day such financial statements and compliance certificates are delivered pursuant to Section 7.1(A); provided, that if the Borrower shall not have timely delivered its financial statements and compliance certificates in accordance with the applicable provisions of each Section 7.1(A), and such failure continues for five (5) days after notice from the Administrative Agent to the Borrower, then, at the discretion of the Required Lenders, commencing on the date upon which such financial statements and compliance certificates should have been delivered and continuing until five (5) days after such financial statements and compliance certificates are actually delivered, it shall be assumed for purposes of determining the Applicable Eurodollar Margin, the Applicable ABR Margin, Applicable L/C Fee Percentage and Applicable Commitment Fee Percentage that the Leverage Ratio was greater than 2.5 to 1.0 and Level III pricing shall be applicable. (iii) Notwithstanding anything herein to the contrary, from the Closing Date through the fifth (5th) Business Day following the day financial statements are delivered pursuant to Section 7.1(A) for the fiscal quarter year ending June 30, 2003, the Applicable Eurodollar Margin, the Applicable ABR Margin, the Applicable L/C Percentage and the Applicable Commitment Fee Percentage shall be determined based upon (1) for Indebtedness, Indebtedness as of the last day of each such fiscal quarter; and (2) for Consolidated EBITDA, the actual amount for the four-quarter period ending on such day, calculated, with respect a Leverage Ratio equal to Permitted Acquisitions, on a pro forma basis using unadjusted historical audited and reviewed unaudited financial statements obtained from the seller (with the Consolidated EBITDA component thereof broken down by fiscal quarter in the Borrower’s reasonable judgment)Level II.

Interest and Fee Basis. Applicable Margin(a) Facility Fees and, Applicable Commitment Fee Percentage and Applicable L/C Fee Percentage. (i) Interest accrued whenever it is calculated on Eurodollar the basis of the Prime Rate, interest on Base Rate Loans, fees payable with respect to Letters of Credit and Commitment Fees Loans shall be calculated for actual days elapsed on the basis of a 365-day (or 366-day, as the case may be) year of 360 daysfor the actual days elapsed; otherwise, and interest accrued on Floating Rate Loans and Swing Line Loans where the basis for calculation is the Alternate Base Rate shall be calculated for actual days elapsed on the basis of a 360-day year for the actual days elapsed. Lender shall as soon as practicable notify Borrower of 365each determination of the Benchmark for each Loan. Any change in the interest rate on a Loan resulting from a change in the Base Rate shall become effective as of the opening of business on the day on which such change in the Base Rate is announced. Lender shall as soon as practicable notify Borrower of the effective date and the amount of each such change in interest rate, but failure to give such notice shall not limit or when appropriate 366otherwise affect Lender’s entitlement to receive interest on the Loans, daysand on other amounts payable hereunder, at the rate and on the dates specified herein. Each determination of an interest rate by Lender pursuant to any provision of this Agreement shall be conclusive and binding on Borrower in the absence of manifest error. Lender shall, at ▇▇▇▇▇▇▇▇’s request, deliver to Borrower a statement showing the quotations used by Lender in determining any interest rate pursuant to Section 2.08. (b) Interest shall be payable for the day an Obligation a Loan is incurred made but not for the day of any payment thereof on the amount paid if payment is received prior to 2:00 p.m. (Chicago time) at the place of payment12:00 noon. If any payment of principal of or interest on a Loan or any payment of any other Obligations shall become due on a day which that is not a Business Day, such payment due date shall be made on extended to the next succeeding Business Day and, in the case of a principal paymentprincipal, such extension of time shall be included in computing interest, fees and commissions in connection with interest payable on such payment. (ii) The Applicable Margin for Revolving Loans, Applicable Commitment Fee Percentage and Applicable L/C Fee Percentage shall be determined from time to time by reference to the Pricing Schedule on the basis of the then applicable ratio of (A) the sum of all Indebtedness of the Borrower and its Subsidiaries to (B) Consolidated EBITDA (such ratio, the “Total Leverage Ratio”), as described in such Pricing Scheduleprincipal. For purposes of such Pricing Schedulethe Interest Act (Canada), the Total Leverage Ratio shall be annual rate of interest or fees charged to Borrower to which the rate calculated as of in accordance with this Agreement is equivalent is the last day of each fiscal quarter based upon (1) for Indebtedness, Indebtedness as of the last day of each such fiscal quarter; and (2) for Consolidated EBITDArate so calculated multiplied by a fraction, the numerator of which is the actual amount for the four-quarter period ending on such day, calculated, with respect to Permitted Acquisitions, on a pro forma basis using unadjusted historical audited and reviewed unaudited financial statements obtained from the seller (with the Consolidated EBITDA component thereof broken down by fiscal quarter number of days in the Borrower’s reasonable judgment)calendar year in which such calculation is made and the denominator of which is the number of days comprising the basis on which such interest is calculated.