Common use of Performance Adjustments Clause in Contracts

Performance Adjustments. (a) Based upon, and following receipt by the Lenders of (a) the Borrower's annual audited consolidated financial statements for 9.4(a) (beginning with the fiscal year of the Borrower ending on or about December 31, 1997) and (b) a certificate of the chief financial officer of the Borrower setting forth calculations of the financial information set forth below, the Base Rate Applicable Margin, the Eurodollar Rate Applicable Margin, the Letter of Credit Fee Rate and the Commitment Fee Rate shall be subject to possible adjustment in accordance with the provisions of paragraph (c) below (each such adjustment, a "PERFORMANCE ADJUSTMENT"). (b) Performance Adjustments shall be effective (the date of the effectiveness of any Performance Adjustment, a "PERFORMANCE ADJUSTMENT DATE") (i) with respect to adjustments to the Base Rate Applicable Margin, the Letter of Credit Fee Rate and the Commitment Fee Rate on the first day of the calendar month immediately following the month in which the Facility Agent receives the Borrower's annual audited consolidated financial statements pursuant to ss. (a) and a certificate of the chief financial officer of the Borrower setting forth calculations of the financial information set forth below and (ii) with respect to the Eurodollar Rate Applicable Margin, at the end of the relevant Interest Period applicable to each Eurodollar Rate Loan. (c) The Eurodollar Rate Applicable Margin, the Base Rate Applicable Margin, the Letter of Credit Fee Rate and the Commitment Fee Rate with respect to any period following any Performance Adjustment Date until the next succeeding Performance Adjustment Date shall be as set forth in the table below on the line highest up in such table with respect to which (i) the number of Clean-Up Days or Clean-Down Days, as the case may be, during the prior fiscal year, (ii) the Debt Service Coverage Ratio for such prior fiscal year, and (iii) Consolidated EBITDA for such prior fiscal year are all greater than the numbers (or ratios) corresponding to such items on each line in the table below: ---------------------------------------------------------------------------------------------------- Performance Clean-Up Days Debt Service Base Rate Eurodollar Letter of Commitment Level and Clean- Down Coverage EBITDA Applicable Rate Credit Fee Fee Rate Days Ratio Margin Applicable Rate Margin ----------- --------------- ------------ -------- ---------- ---------- ---------- ---------- 1 >60 Consecutive >2.00 >$43 0.00% 1.50% 1.25% 0.375% Clean-Up Days million ----------- --------------- ------------ -------- ---------- ---------- ---------- ---------- 2 >30 Consecutive >1.75 >$37 0.50% 2.50% 1.50% 0.375% Clean- Down million Days ----------- --------------- ------------ -------- ---------- ---------- ---------- ---------- 3 -- -- -- 0.75% 2.75% 1.75% 0.500% ---------------------------------------------------------------------------------------------------- If the Borrow er has failed to meet all three tests in any one Perfor ▇▇▇▇▇ Level in the table set forth above, then the Base Rate Applica ble Margin, the Eurodo llar Rate Applica ble Margin, the Letter of Credit Fee Rate and the Commit ment Fee Rate shall be as set forth in the row corresp onding to Perfor ▇▇▇▇▇ Level 3 in the table set forth above.

Performance Adjustments. (a) Based upon, and following receipt by the Lenders Banks of (a) beginning with the Borrower's financial statements as hereafter described for the fiscal quarter of the Borrower ending January 31, 1997, (i) with respect to the first three fiscal quarters of each fiscal year, the Borrower's quarterly unaudited consolidated financial statements pursuant to Section 11.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrowers' annual audited consolidated financial statements for 9.4(a) (beginning with the fiscal year of the Borrower ending on or about December 31pursuant to Section 11.4(a), 1997) and (b) a certificate of the chief financial officer of the Borrower setting forth calculations of the financial information set forth below, (the Borrower also hereby agreeing to provide to the Agents, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations), the Base Rate Applicable Margin, Margin and the Eurodollar Rate Applicable Margin, the Letter of Credit Fee Rate and the Commitment Fee Rate Margin shall be subject to possible adjustment in accordance with the provisions of this paragraph (c) below (each such adjustment, a "PERFORMANCE ADJUSTMENTPerformance Adjustment"). (b) . Performance Adjustments shall be effective (the date of the effectiveness of any Performance Adjustment, a "PERFORMANCE ADJUSTMENT DATEPerformance Adjustment Date") (i) with respect to adjustments to the Base Rate Applicable Margin and the Eurodollar Applicable Margin, three (3) Business Days following receipt by the Letter Agents of Credit Fee Rate and the Commitment Fee Rate on (y) (i) with respect to the first day three fiscal quarters of each fiscal year, the calendar month immediately following Borrower's quarterly unaudited consolidated financial statements pursuant to Section 11.4(b) and (ii) with respect to the month in which the Facility Agent receives last fiscal quarter of each fiscal year, the Borrower's annual audited consolidated financial statements pursuant to ss. Section 11.4(a), and (az) and a certificate of the chief financial officer of the Borrower setting forth calculations of the financial information set forth below and (ii) with respect the Borrowers also hereby agreeing to provide to the Eurodollar Rate Applicable MarginAgents, at simultaneously with the end delivery of the relevant Interest Period applicable to each Eurodollar Rate Loan. (c) such certificate, telephonic notice of any Performance Adjustments based upon such calculations). The Eurodollar Rate Applicable Margin, Margin and the Base Rate Applicable Margin, the Letter of Credit Fee Rate and the Commitment Fee Rate Margin with respect to any period following any Performance Adjustment Date until the next succeeding Performance Adjustment Date shall be as set forth in the table below on the line highest up furthest down in such table with respect to which the Borrower's ratio of (iA) Consolidated Total Funded Debt for the number of Clean-Up Days or Clean-Down Days, as the case may be, during the fiscal quarter most recently ended prior fiscal year, to such possible Performance Adjustment Date to (ii) the Debt Service Coverage Ratio for such prior fiscal year, and (iiiB) Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended prior to such prior fiscal year are all possible Performance Adjustment Date, shall be less than the ratio set forth on such line in such table: RATIO OF TOTAL BASE RATE FUNDED DEBT TO EURODOLLAR APPLICABLE EBITDA APPLICABLE MARGIN MARGIN greater than the numbers (or ratios) corresponding to such items on each line in the table below: ---------------------------------------------------------------------------------------------------- Performance Clean-Up Days Debt Service Base Rate Eurodollar Letter of Commitment Level and Clean- Down Coverage EBITDA Applicable Rate Credit Fee Fee Rate Days Ratio Margin Applicable Rate Margin ----------- --------------- ------------ -------- ---------- ---------- ---------- ---------- 1 >60 Consecutive >2.00 >$43 0.003.25:1.00 2.50% 1.50% 1.25% 0.375% Clean-Up Days million ----------- --------------- ------------ -------- ---------- ---------- ---------- ---------- 2 >30 Consecutive >1.75 >$37 0.50% 2.50less than or equal to 3.25:1.00 but greater than or equal to 3.00:1.00 2.25% 1.500.25% 0.375less than 3.00:1.00 but greater than or equal to 2.75:1.00 2.00% Clean- Down million Days ----------- --------------- ------------ -------- ---------- ---------- ---------- ---------- 3 -- -- -- 0.750.25% 2.75% less than 2.75:1.00 1.75% 0.500% ---------------------------------------------------------------------------------------------------- If the Borrow er has failed to meet all three tests in any one Perfor ▇▇▇▇▇ Level in the table set forth above, then the Base Rate Applica ble Margin, the Eurodo llar Rate Applica ble Margin, the Letter of Credit Fee Rate and the Commit ment Fee Rate shall be as set forth in the row corresp onding to Perfor ▇▇▇▇▇ Level 3 in the table set forth above.0.00%

Performance Adjustments. (a) Based upon, and following receipt by the Lenders of (a) beginning with the Borrower's Borrowers' financial statements as hereafter described for the fiscal quarter of the Borrowers ending closest to January 31, 2000, (i) with respect to the first three fiscal quarters of each fiscal year, the Borrowers' quarterly unaudited consolidated financial statements pursuant to Section 10.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrowers' annual audited consolidated financial statements for 9.4(a) (beginning with the fiscal year of the Borrower ending on or about December 31pursuant to Section 10.4(a)(i), 1997) and (b) a certificate of the chief financial officer of the Borrower Borrowers setting forth calculations of the financial information set forth belowbelow (the Borrowers also hereby agreeing to provide to the Agent, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations), the Base Rate Eurodollar Applicable Margin, the Eurodollar Rate Documentary Letter of Credit Applicable Margin, the Standby Letter of Credit Fee Rate Applicable Margin and the Commitment Fee Rate shall be subject to possible adjustment in accordance with the provisions of this paragraph (c) below (each such adjustment, a "PERFORMANCE ADJUSTMENTPerformance Adjustment"). (b) . Performance Adjustments shall be become effective (the date of the effectiveness of any Performance Adjustment, a "PERFORMANCE ADJUSTMENT DATEPerformance Adjustment Date") ) two (2) Business Days following receipt by the Agent of (x) (i) with respect to adjustments the first three fiscal 57 -50- quarters of each fiscal year, the Borrowers' quarterly unaudited consolidated financial statements pursuant to Section 10.4(b) and (ii) with respect to the Base Rate Applicable Marginlast fiscal quarter of each fiscal year, the Letter of Credit Fee Rate and the Commitment Fee Rate on the first day of the calendar month immediately following the month in which the Facility Agent receives the Borrower's Borrowers' annual audited consolidated financial statements pursuant to ss. Section 10.4(b)(i), and (ay) and a certificate of the chief financial officer of the Borrower Borrowers setting forth calculations of the financial information set forth below and (ii) with respect the Borrowers also hereby agreeing to provide to the Eurodollar Rate Applicable MarginAgent, at simultaneously with the end delivery of the relevant Interest Period applicable to each Eurodollar Rate Loan. (c) such certificate, telephonic notice of any Performance Adjustments based upon such calculations). The Eurodollar Rate Applicable Margin, the Base Rate Documentary Letter of Credit Applicable Margin, the Standby Letter of Credit Fee Rate Applicable Margin and the Commitment Fee Rate (the "Pricing") with respect to any period following any Performance Adjustment Date until the next succeeding Performance Adjustment Date shall be as set forth in the table below on the line highest up farthest down in such table with respect to which the Borrowers shall have (ia) equaled or exceeded the number minimum ratio of Clean-Up Days or Clean-Down Days, as the case may be, during the prior fiscal year, (ii) the Consolidated EBITDA to Consolidated Total Debt Service Coverage Ratio for the period of four consecutive fiscal quarters most recently ended set forth on such prior fiscal yearline in such table, or (b) Rated Debt shall have a rating as set forth in such table; provided, however, that if the level established by reference to the Rated Debt rating rated by Mood▇'▇ ▇▇▇estors Services, Inc. and the level established by reference to the Rated Debt rating rated by Standard & Poor's Corporation are different, the level shall be the level that is numerically higher of the two levels so established; except that the level established by reference to the Rated Debt rating rated by Mood▇'▇ ▇▇▇estors Service, Inc. and the level established by reference to the Rated Debt rating rated by Standard & Poor's Corporation are more than one level apart, the level shall be the level that is numerically one below the numerically higher of the two levels so established (iii) Consolidated EBITDA for such prior fiscal year are all greater than e.g. if the numbers (or ratios) corresponding level established by reference to such items on each line the Rated Debt rating rated by Mood▇'▇ ▇▇▇estors Service, Inc. is at level 6 and the level established by the reference to the Rated Debt rating rated by Standard & Poor's Corporation is at level 4, the Pricing shall be at level 5). In the event the Borrowers do not have a Rated Debt rating as set forth in the table below: ---------------------------------------------------------------------------------------------------- Performance Clean-Up Days Debt Service Base Rate Eurodollar Letter of Commitment Level and Clean- Down Coverage EBITDA Applicable Rate Credit Fee Fee Rate Days Ratio Margin Applicable Rate Margin ----------- --------------- ------------ -------- ---------- ---------- ---------- ---------- 1 >60 Consecutive >2.00 >$43 0.00% 1.50% 1.25% 0.375% Clean-Up Days million ----------- --------------- ------------ -------- ---------- ---------- ---------- ---------- 2 >30 Consecutive >1.75 >$37 0.50% 2.50% 1.50% 0.375% Clean- Down million Days ----------- --------------- ------------ -------- ---------- ---------- ---------- ---------- 3 -- -- -- 0.75% 2.75% 1.75% 0.500% ---------------------------------------------------------------------------------------------------- If the Borrow er has failed to meet all three tests in any one Perfor ▇▇▇▇▇ Level in the table set forth above, then the Base Rate Applica ble Margin, the Eurodo llar Rate Applica ble Margin, the Letter of Credit Fee Rate and the Commit ment Fee Rate Pricing shall be as set forth in the row corresp onding table below on the line farthest down in such table with respect to Perfor ▇▇▇▇▇ Level 3 in which the table Borrowers shall have equaled or exceeded the minimum ratio of Consolidated EBITDA to Consolidated Total Debt Service for the period of four consecutive fiscal quarters most recently ended set forth above.on such line in such table: CONSOLIDATED EBITDA TO CONSOLIDATED EURODOLLAR DOCUMENTARY STANDBY TOTAL DEBT APPLICABLE LETTER OF LETTER OF SERVICE BASE RATE MARGIN/ CREDIT CREDIT RATIO/RATED APPLICABLE ACCEPTANCE APPLICABLE APPLICABLE COMMITMENT LEVEL DEBT MARGIN RATE MARGIN MARGIN FEE RATE ----- -------------- ---------- ---------- ----------- ---------- ---------- 1 >=3.5:1 0.00% 1.375% 0.75% 1.125% 0.35% 2 >=4.5:1 0.00% 1.125% 0.625% 1.00% 0.25% 3 >=6.0:1 0.00% 0.875% 0.50% 0.75% 0.25% 4 >=7.25:1 or 0.00% 0.75% 0.50% 0.75% 0.25% BBB- or Baa3 5 >=8.5:1 or BBB 0.00% 0.625% 0.50% 0.625% 0.20% or Baa2 6 >=10.0:1 or 0.00% 0.50% 0.45% 0.50% 0.15% BBB+ or Baa1 7 >=12.0:1 and 0.00% 0.375% 0.35% 0.375% 0.12% A- or A3

Performance Adjustments. (a) Based upon, and following receipt by the Lenders Banks of (a) (i) with respect to the first three fiscal quarters of each fiscal year, the Borrower's quarterly unaudited consolidated financial statements pursuant to Section 8.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrowers' annual audited consolidated financial statements for 9.4(a) (beginning with the fiscal year of the Borrower ending on or about December 31pursuant to Section 8.4(a), 1997) and (b) a certificate of the chief financial officer of the Borrower setting forth calculations of the financial information set forth below, (the Base Rate Borrower also hereby agreeing to provide to the Administrative Agent, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations), the LIBOR Applicable Margin, the Eurodollar Rate Applicable Margin, the Letter of Credit Commitment Fee Rate and the Commitment Standby Letter of Credit Fee Rate shall be subject to possible adjustment in accordance with the provisions of this paragraph (c) below (each such adjustment, a "PERFORMANCE ADJUSTMENTPerformance Adjustment"). (b) . Performance Adjustments shall be effective (the date of the effectiveness of any Performance Adjustment, a "PERFORMANCE ADJUSTMENT DATEPerformance Adjustment Date") with respect to adjustments to the LIBOR Applicable Margin, the Commitment Fee Rate and the Standby Letter of Credit Fee Rate, three (3) Business Days following receipt by the Administrative Agent of (y) (i) with respect to adjustments the first three fiscal quarters of each fiscal year, the Borrower's quarterly unaudited consolidated financial statements pursuant to Section 8.4(b) and (ii) with respect to the Base Rate Applicable Marginlast fiscal quarter of each fiscal year, the Letter of Credit Fee Rate and the Commitment Fee Rate on the first day of the calendar month immediately following the month in which the Facility Agent receives the Borrower's annual audited consolidated financial statements pursuant to ss. Section 8.4(a), and (az) and a certificate of the chief financial officer of the Borrower setting forth calculations of the financial information set forth below and (ii) with respect the Borrower also hereby agreeing to provide to the Eurodollar Rate Applicable MarginAdministrative Agent, at simultaneously with the end delivery of the relevant Interest Period applicable to each Eurodollar Rate Loan. (c) such certificate, telephonic notice of any Performance Adjustments based upon such calculations). The Eurodollar Rate LIBOR Applicable Margin, the Base Rate Applicable MarginCommitment Fee Rate, and the Standby Letter of Credit Fee Rate and the Commitment Fee Rate with respect to any period following any Performance Adjustment Date until the next succeeding Performance Adjustment Date shall be as set forth in the table below on the line highest up furthest down in such table with respect to which the Borrower's ratio of (iA) the number of Clean-Up Days or Clean-Down Days, as the case may be, Consolidated Total Funded Debt during the period of four consecutive fiscal quarters most recently ended prior fiscal year, to such possible Performance Adjustment Date to (ii) the Debt Service Coverage Ratio for such prior fiscal year, and (iiiB) Consolidated EBITDA for such prior fiscal year are all period, shall be less than the ratio set forth on such line in such table: LIBOR APPLICABLE MARGIN FOR STANDBY LETTER RATIO OF TOTAL FUNDED REVOLVING COMMITMENT OF CREDIT FEE DEBT TO EBITDA CREDIT LOANS FEE RATE RATE ------------------------------- ------------ ---------- -------------- greater than the numbers (or ratios) corresponding to such items on each line in the table below: ---------------------------------------------------------------------------------------------------- Performance Clean-Up Days Debt Service Base Rate Eurodollar Letter of Commitment Level and Clean- Down Coverage EBITDA Applicable Rate Credit Fee Fee Rate Days Ratio Margin Applicable Rate Margin ----------- --------------- ------------ -------- ---------- ---------- ---------- ---------- 1 >60 Consecutive >2.00 >$43 0.00% 1.50% 1.253.75:1.00 2.000% 0.375% Clean-Up Days million ----------- --------------- ------------ -------- ---------- ---------- ---------- ---------- 2 >30 Consecutive >1.75 >$37 0.502.000% 2.50Less than or equal to 3.75:1.00 1.500% 1.500.250% 0.3751.500% Clean- Down million Days ----------- --------------- ------------ -------- ---------- ---------- ---------- ---------- 3 -- -- -- 0.75but greater than 3:00:1.00 Less than or equal to 3.00:1.00 1.250% 2.750.250% 1.75% 0.500% ---------------------------------------------------------------------------------------------------- If the Borrow er has failed to meet all three tests in any one Perfor ▇▇▇▇▇ Level in the table set forth above, then the Base Rate Applica ble Margin, the Eurodo llar Rate Applica ble Margin, the Letter of Credit Fee Rate and the Commit ment Fee Rate shall be as set forth in the row corresp onding to Perfor ▇▇▇▇▇ Level 3 in the table set forth above.1.250%

Performance Adjustments. (a) Based upon, and following receipt by the Lenders of (a) beginning with the Borrower's Borrowers' financial statements as hereafter described for the fiscal quarter of the Borrowers ending closest to July 31, 1996, (i) with respect to the first three fiscal quarters of each fiscal year, the Borrowers' quarterly unaudited consolidated financial statements pursuant to Section 8.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrowers' annual audited consolidated financial statements for 9.4(a) (beginning with the fiscal year of the Borrower ending on or about December 31pursuant to Section 8.4(a), 1997) and (b) a certificate of the chief financial officer of the Borrower Borrowers setting forth calculations of the financial information set forth below, (the Borrowers also hereby agreeing to provide to the Agent, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations), the Base Rate Applicable Margin, the Eurodollar Rate Applicable Margin, the Letter of Credit Fee Rate and the Commitment Fee Rate shall be subject to possible adjustment in accordance with the provisions of this paragraph (c) below (each such adjustment, a "PERFORMANCE ADJUSTMENTPerformance Adjustment"). (b) . Performance Adjustments shall be effective (the date of the effectiveness of any Performance Adjustment, a "PERFORMANCE ADJUSTMENT DATEPerformance Adjustment Date") (i) with respect to adjustments to the Base Rate Applicable Margin, the Eurodollar Applicable Margin, the Letter of Credit Fee Rate and the Commitment Fee Rate on Rate, three (3) Business Days following receipt by the Agent of (x) (i) with respect to the first day three fiscal quarters of each fiscal year, the calendar month immediately following Borrowers' 50 -44- quarterly unaudited consolidated financial statements pursuant to Section 8.4(b) and (ii) with respect to the month in which last fiscal quarter of each fiscal year, the Facility Agent receives the Borrower's Borrowers' annual audited consolidated financial statements pursuant to ss. Section 8.4(a), and (ay) and a certificate of the chief financial officer of the Borrower Borrowers setting forth calculations of the financial information set forth below and (ii) with respect the Borrowers also hereby agreeing to provide to the Eurodollar Rate Applicable MarginAgent, at simultaneously with the end delivery of the relevant Interest Period applicable to each Eurodollar Rate Loan. (c) such certificate, telephonic notice of any Performance Adjustments based upon such calculations). The Eurodollar Base Rate Applicable Margin, the Base Rate Eurodollar Applicable Margin, the Letter of Credit Fee Rate and the Commitment Fee Rate with respect to any period following any Performance Adjustment Date until the next succeeding Performance Adjustment Date shall be as set forth in the table below on the line highest up furthest down in such table with respect to which (i) the number Borrowers shall have equaled or exceeded, for the period of Clean-Up Days or Clean-Down Daysfour consecutive fiscal quarters most recently ended, as both the case may be, during the prior fiscal year, (ii) the Debt Service Coverage Ratio for such prior fiscal year, and (iii) minimum amount of Consolidated EBITDA for and the minimum ratio of Consolidated EBITDA to Consolidated Total Debt Service, set forth on such prior fiscal year are all greater than the numbers (or ratios) corresponding to such items on each line in the table belowsuch table: ---------------------------------------------------------------------------------------------------- Performance Clean-Up Days Debt Service Base Rate Eurodollar Letter of Commitment Level and Clean- Down Coverage CONSOLIDATED EBITDA Applicable Rate Credit Fee Fee Rate Days Ratio Margin Applicable Rate Margin ----------- --------------- TO CONSOLIDATED BASE RATE EURODOLLAR LETTER OF CONSOLIDATED TOTAL DEBT APPLICABLE APPLICABLE CREDIT FEE COMMITMENT EBITDA SERVICE RATIO MARGIN MARGIN RATE FEE RATE ------------ -------- ------------- ---------- ---------- ---------- ---------- 1 >60 Consecutive >2.00 >----------- $43 0.0070MM 2.0:1.0 1.00% 2.25% 1.50% 0.50% $90MM 3.0:1.0 0.75% 2.00% 1.25% 0.375% Clean-Up Days million ----------- --------------- ------------ -------- ---------- ---------- ---------- ---------- 2 >30 Consecutive >1.75 >$37 0.50100MM 3.5:1.0 0.25% 2.501.75% 1.00% 0.375% $120MM 4.5:1.0 0.00% 1.50% 0.375% Clean- Down million Days ----------- --------------- ------------ -------- ---------- ---------- ---------- ---------- 3 -- -- -- 0.75% 2.75% 1.75% 0.500% ---------------------------------------------------------------------------------------------------- If the Borrow er has failed to meet all three tests in any one Perfor ▇▇▇▇▇ Level in the table set forth above, then the Base Rate Applica ble Margin, the Eurodo llar Rate Applica ble Margin, the Letter of Credit Fee Rate and the Commit ment Fee Rate shall be as set forth in the row corresp onding to Perfor ▇▇▇▇▇ Level 3 in the table set forth above.0.250%

Performance Adjustments. (a) Based upon, and following receipt by the Lenders Banks of (a) beginning with the Borrower's financial statements as hereafter described for the fiscal quarter of the Borrower ending on or about February 28, 1998, (i) with respect to the first three fiscal quarters of each fiscal year, the Borrower's quarterly unaudited consolidated financial statements pursuant to ss.11.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrower's annual audited consolidated financial statements for 9.4(a) (beginning with the fiscal year of the Borrower ending on or about December 31pursuant to ss.11.4(a), 1997) and (b) a certificate of the chief financial officer of the Borrower setting forth calculations of the financial information set forth below, the Base Rate Applicable Margin, Margin and the Eurodollar Rate Applicable Margin, the Letter of Credit Fee Rate and the Commitment Fee Rate Margin shall be subject to possible adjustment in accordance with the provisions of this paragraph (c) below (each such adjustment, a "PERFORMANCE ADJUSTMENTPerformance Adjustment"). (b) . Performance Adjustments shall be effective (the date of the effectiveness of any Performance Adjustment, a "PERFORMANCE ADJUSTMENT DATEPerformance Adjustment Date") (i) with respect to adjustments to the Base Rate Applicable Margin and the Eurodollar Applicable Margin, three (3) Business Days following receipt by the Letter Agents of Credit Fee Rate the relevant quarterly unaudited or annual audited financial statements and the Commitment Fee Rate on the first day of the calendar month immediately following the month in which the Facility Agent receives the Borrower's annual audited consolidated financial statements pursuant to ss. (a) and a certificate of the chief financial officer of the Borrower setting forth calculations of the financial information set forth below and (ii) with respect to the Eurodollar Rate Applicable MarginBorrower, at the end of the relevant Interest Period applicable to each Eurodollar Rate Loan. (c) as described above. The Eurodollar Rate Applicable Margin, Margin and the Base Rate Applicable Margin, the Letter of Credit Fee Rate and the Commitment Fee Rate Margin with respect to any period following any Performance Adjustment Date until the next succeeding Performance Adjustment Date shall be as set forth in the table below on the line highest up furthest down in such table with respect to which which, for the period of four consecutive fiscal quarters most recently ended prior to such possible Performance Adjustment Date, both (iA) the number Borrower's ratio of Clean-Up Days or Clean-Down Days, as the case may be, during the prior fiscal year, (ii1) the Consolidated Total Funded Debt Service Coverage Ratio for such prior fiscal year, and period to (iii2) Consolidated EBITDA for such prior fiscal year are all greater than period shall be within the numbers (or ratios) corresponding to range set forth on such items on each line in such table, and (B) the table belowBorrower's ratio of (1) Consolidated EBITDA for such period to (2) Consolidated Total Interest Expense for such period shall be within the range set forth on such line in such table: ---------------------------------------------------------------------------------------------------- Performance Clean-Up Days Debt Service ---------------------------------------------------------------------------------------------------------------- Base Rate Ratio of Eurodollar Letter Applicable Ratio of Commitment Level and Clean- Down Coverage EBITDA Applicable Margin Eurodollar Margin for Base Rate Total Funded to Total for Revolving Applicable Revolving Credit Fee Fee Rate Days Ratio Applicable Debt to Interest Credit Loans and Margin Applicable Rate for Loans and Margin ----------- --------------- ------------ -------- for EBITDA Expense Gold Loans Term Loan Gold Loans Term Loan ------ ------- ---------- --------- ---------- ---------- ---------- 1 >60 Consecutive >2.00 >$43 0.00--------- ---------------------------------------------------------------------------------------------------------------- greater less than 3.00% 3.50% 1.25% 1.75% than or or equal equal to to 4.25:1.0 1.75:1.0 ---------------------------------------------------------------------------------------------------------------- -70- ---------------------------------------------------------------------------------------------------------------- greater greater 2.75% 3.25% 1.00% 1.50% than or than equal to 1.75:1.0 4.0:1.0 but less but less than or than equal to 4.25:1.0 2.0:1.0 ---------------------------------------------------------------------------------------------------------------- less greater 2.50% 3.00% 0.75% 1.25% 0.375% Clean-Up Days million ----------- --------------- ------------ -------- ---------- ---------- ---------- ---------- 2 >30 Consecutive >1.75 >$37 0.50% 2.50% 1.50% 0.375% Clean- Down million Days ----------- --------------- ------------ -------- ---------- ---------- ---------- ---------- 3 -- -- -- 0.75% 2.75% 1.75% 0.500% ---------------------------------------------------------------------------------------------------- If the Borrow er has failed to meet all three tests in any one Perfor ▇▇▇▇▇ Level in the table set forth above, then the Base Rate Applica ble Margin, the Eurodo llar Rate Applica ble Margin, the Letter of Credit Fee Rate and the Commit ment Fee Rate shall be as set forth in the row corresp onding to Perfor ▇▇▇▇▇ Level 3 in the table set forth above.than than 4.0:1.0 2.0:1.0 ----------------------------------------------------------------------------------------------------------------

Performance Adjustments. (a) Based upon, and following receipt by the Lenders Banks of (a) beginning with the Borrower's financial statements as hereafter described for the fiscal quarter of the Borrower ending on or about February 28, 1998, (i) with respect to the first three fiscal quarters of each fiscal year, the Borrower's quarterly unaudited consolidated financial statements pursuant to ss.11.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrower's annual audited consolidated financial statements for 9.4(a) (beginning with the fiscal year of the Borrower ending on or about December 31pursuant to ss.11.4(a), 1997) and (b) a certificate of the chief financial officer of the Borrower setting forth calculations of the financial information set forth below, the Base Rate Applicable Margin, Margin and the Eurodollar Rate Applicable Margin, the Letter of Credit Fee Rate and the Commitment Fee Rate Margin shall be subject to possible adjustment in accordance with the provisions of this paragraph (c) below (each such adjustment, a "PERFORMANCE ADJUSTMENTPerformance Adjustment"). (b) . Performance Adjustments shall be effective (the date of the effectiveness of any Performance Adjustment, a "PERFORMANCE ADJUSTMENT DATEPerformance Adjustment Date") (i) with respect to adjustments to the Base Rate Applicable Margin and the Eurodollar Applicable Margin, three (3) Business Days following receipt by the Letter Agents of Credit Fee Rate the relevant quarterly unaudited or annual audited financial statements and the Commitment Fee Rate on the first day of the calendar month immediately following the month in which the Facility Agent receives the Borrower's annual audited consolidated financial statements pursuant to ss. (a) and a certificate of the chief financial officer of the Borrower setting forth calculations of the financial information set forth below and (ii) with respect to the Eurodollar Rate Applicable MarginBorrower, at the end of the relevant Interest Period applicable to each Eurodollar Rate Loan. (c) as described above. The Eurodollar Rate Applicable Margin, Margin and the Base Rate Applicable Margin, the Letter of Credit Fee Rate and the Commitment Fee Rate Margin with respect to any period following any Performance Adjustment Date until the next succeeding Performance Adjustment Date shall be as set forth in the table below on the line highest up furthest down in such table with respect to which which, for the period of four consecutive fiscal quarters most recently ended prior to such possible Performance Adjustment Date, both (iA) the number Borrower's ratio of Clean-Up Days or Clean-Down Days, as the case may be, during the prior fiscal year, (ii1) the Consolidated Total Funded Debt Service Coverage Ratio for such prior fiscal year, and period to (iii2) Consolidated EBITDA for such prior fiscal year are all greater than period shall be within the numbers (or ratios) corresponding to range set forth on such items on each line in such table, and (B) the table belowBorrower's ratio of (1) Consolidated EBITDA for such period to (2) Consolidated Total Interest Expense for such period shall be within the range set forth on such line in such table: ---------------------------------------------------------------------------------------------------- Performance Clean-Up Days Debt Service ----------------------------------------------------------------------------------------------------------------------------- Base Rate Ratio of Eurodollar Letter Applicable Ratio of Commitment Level and Clean- Down Coverage EBITDA Applicable Margin Eurodollar Margin for Base Rate Total Funded to Total for Revolving Applicable Revolving Credit Fee Fee Rate Days Ratio Applicable Debt to Interest Credit Loans and Margin Applicable Rate for Loans and Margin ----------- --------------- ------------ -------- ---------- ---------- ---------- ---------- 1 >60 Consecutive >2.00 >$43 0.00for EBITDA Expense Gold Loans Term Loan Gold Loans Term Loan ----------------------------------------------------------------------------------------------------------------------------- greater less than 3.00% 3.50% 1.25% 1.75% than or or equal equal to to 4.25:1.0 1.75:1.0 ----------------------------------------------------------------------------------------------------------------------------- greater greater 2.75% 3.25% 1.00% 1.50% than or than equal to 1.75:1.0 4.0:1.0 but less but less than or than equal to 4.25:1.0 2.0:1.0 ----------------------------------------------------------------------------------------------------------------------------- less than greater 2.50% 3.00% 0.75% 1.25% 0.375% Clean-Up Days million ----------- --------------- ------------ -------- ---------- ---------- ---------- ---------- 2 >30 Consecutive >1.75 >$37 0.50% 2.50% 1.50% 0.375% Clean- Down million Days ----------- --------------- ------------ -------- ---------- ---------- ---------- ---------- 3 -- -- -- 0.75% 2.75% 1.75% 0.500% ---------------------------------------------------------------------------------------------------- If the Borrow er has failed to meet all three tests in any one Perfor ▇▇▇▇▇ Level in the table set forth above, then the Base Rate Applica ble Margin, the Eurodo llar Rate Applica ble Margin, the Letter of Credit Fee Rate and the Commit ment Fee Rate shall be as set forth in the row corresp onding to Perfor ▇▇▇▇▇ Level 3 in the table set forth above.4.0:1.0 than 2.0:1.0 -----------------------------------------------------------------------------------------------------------------------------