Common use of Utilization Fee Clause in Contracts

Utilization Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with each such Lender's Pro Rata Share, a utilization fee equal to the amount set forth under the heading "Utilization Fee" in the definition of Applicable Rate times the actual daily aggregate Outstanding Amount of Committed Loans and L/C Obligations (such aggregate amount, the "Outstanding Committed Obligations"). The utilization fee shall accrue from the Closing Date until the Maturity Date at all times (including at any time during which one or more of the conditions in Article IV is not met) that the sum of the Outstanding Committed Obligations hereunder, plus, if such agreement is in effect, the "Outstanding Obligations" under and as defined in that Credit Agreement (364-Day) dated as of May 10, 2001 among the Borrower, the lenders from time to time party thereto and SunTrust Bank, as administrative agent for itself and such lenders (the "364-Day Credit Agreement"), exceeds 50% of the Utilization Fee Base Amount, and shall be payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date. For purposes hereof, the "Utilization Fee Base Amount" means, at any time of determination: (i) if at such time the "Commitments" under and as defined in the 364-Day Credit Agreement (the "364-Day Commitments") have been terminated in full, the amount of the Aggregate Commitments, and (ii) if at such time the 364-Day Commitments have not been terminated in full, the sum of the Aggregate Commitments and the 364-Day Commitments at such time. The utilization fee shall be calculated quarterly in arrears and shall accrue at all times, including at any time during which one or more of the conditions in Article IV is not met. If there is any change in the Applicable Rate during any quarter, the actual daily amount of the Outstanding Committed Obligations shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Utilization Fee. The Borrower shall agrees to pay to the Administrative Agent for the account of each Lender in accordance with each such Lender's Pro Rata Share, a utilization fee equal to (the amount set forth under the heading "“Utilization Fee" in ”) for each day during the definition of Applicable Rate times period commencing on the actual daily aggregate Outstanding Amount of Committed Loans Effective Date and L/C Obligations ending on the Expiration Date (such aggregate amountor, if later, the "Outstanding date when the Committed Obligations"). The utilization fee shall accrue from the Closing Date until the Maturity Date at all times (including at any time during which one or more Credit Exposure of the conditions in Article IV such Lender is not met$0) that the sum of (i) the Outstanding Committed Obligations hereunderAggregate Credit Exposure, plus, if such agreement is in effect, (ii) the "Outstanding Obligations" under and Aggregate Credit Exposure (as defined in that Credit Agreement (364-Day) dated as of May 10, 2001 among the Borrower, the lenders from time to time party thereto and SunTrust Bank, as administrative agent for itself and such lenders (the "364-Day Existing 2004 Five Year Credit Agreement"), ) and (iii) the Aggregate Credit Exposure (as defined in the Existing 2005 Five Year Credit Agreement) on such date exceeds 50% of the Utilization Fee Base Amount, and shall be payable quarterly in arrears on the last Business Day sum of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date. For purposes hereof, the "Utilization Fee Base Amount" means, at any time of determination: (i) if at such time the "Commitments" under and Aggregate Commitment Amount, (ii) the Aggregate Commitment Amount (as defined in the 364-Day Existing 2004 Five Year Credit Agreement Agreement) and (iii) the "364-Day Commitments"Aggregate Commitment Amount (as defined in the Existing 2005 Five Year Credit Agreement) have been terminated in fullon such date, payable on each Interest Payment Date (other than an Interest Payment Date applicable solely to Competitive Bid Loans) or if Letters of Credit are outstanding, but no Revolving Credit Loans or Swing Line Loans are outstanding, payable on each date that the amount Letter of Credit Participation Fee is payable, at a rate per annum equal to the Applicable Margin of the Aggregate Commitmentssum of (i) the Committed Credit Exposure of such Lender, (ii) the Committed Credit Exposure (as defined in the Existing 2004 Five Year Credit Agreement) of such Lender and (iii) the Committed Credit Exposure (as defined in the Existing 2005 Five Year Credit Agreement) of such Lender on such date, less the sum of (i) the Utilization Fee (as defined in the Existing 2004 Five Year Credit Agreement) and (ii) if at the Utilization Fee (as defined in the Existing 2005 Five Year Credit Agreement), in each case payable to such time Lender for such day. Notwithstanding anything to the 364-Day Commitments have not been terminated contrary contained in fullthis Section, on and after the Commitment Termination Date, the sum of the Aggregate Commitments and the 364-Day Commitments at such timeUtilization Fee shall be payable upon demand. The utilization fee shall be calculated quarterly in arrears and shall accrue at all times, including at any time during which one or more of the conditions in Article IV is not met. If there is any change in the Applicable Rate during any quarter, the actual daily amount of the Outstanding Committed Obligations Utilization Fee shall be computed and multiplied by on the Applicable Rate separately basis of a 360-day year for each period during such quarter that such Applicable Rate was in effectthe actual number of days elapsed.

Utilization Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with each such Lender's pro rata according to its Pro Rata Share, a utilization fee equal to the amount set forth under the heading "Utilization Fee" in the definition of Applicable Rate Amount times the actual daily aggregate amount of Outstanding Amount of Committed Loans and L/C Obligations (such aggregate amount, the "Outstanding Committed ----- Obligations"). The utilization fee shall accrue from the Closing Date until the Revolving Termination Date or, if there is a Term Conversion, until the earlier of (x) the date all Term Loans hereunder are repaid or (y) the Term Maturity Date Date, at all times (including at any time during which one or more of the conditions in Article IV is not met) that the sum of the Outstanding Committed Obligations hereunder, hereunder plus, if such agreement is in effect, the "Outstanding Obligations" under and as defined in that Credit Agreement (3643-DayYear) dated as of May 10April 19, 2001 2000 among the Borrower, Bank of America as Administrative Agent, and the lenders from time to time party thereto and SunTrust Bank, as administrative agent for itself and such lenders (the "3643-Day Year Credit ------------- Agreement"), exceeds exceed 50% of the Utilization Fee Base Amount, and shall be payable --------- quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Applicable Payment Date. For purposes hereof, the "Utilization Fee Base Amount" means, at any time of determination: (i) if at --------------------------- such time the "Commitments" under and as defined in the 3643-Day Year Credit Agreement (the "3643-Day Year Commitments") have been terminated in fullterminated, (A) for all times prior to the ------------------ Revolving Termination Date, the amount of the Aggregate combined Commitments, and (B) for all times after the Revolving Termination Date, infinity; and (ii) if at such time the 3643-Day Year Commitments have not been terminated in fullterminated, (A) for all times prior to the Revolving Termination Date, the sum of the Aggregate combined Commitments plus the 3- Year Commitments at such time, and (B) for all times after the 364Revolving Termination Date, provided there are outstanding Term Loans hereunder at such time, the sum of (I) the outstanding principal amount of Term Loans hereunder at such time plus (II) the amount of 3-Day Year Commitments at such time. The utilization fee shall be calculated quarterly in arrears arrears, and shall accrue at all times, including at any time during which one or more of the conditions in Article IV is not met. If if there is any change in the Applicable Rate Amount during any quarter, the actual daily amount of the Outstanding Committed Obligations shall be computed and multiplied by the Applicable Rate Amount separately for each period during such quarter that such Applicable Rate Amount was in effect.

Utilization Fee. The Borrower Borrowers shall pay to the Administrative Agent for the account of each Lender Lender, in accordance with each such Lender's Pro Rata Shareits Commitment Percentage, a utilization fee (the "UTILIZATION FEE") equal to the amount set forth under the heading "Applicable Margin for Utilization Fee" in the definition of Applicable Rate Fee (applied on a per diem basis) times the actual daily aggregate Outstanding Amount Revolver Commitment Usage; provided that (i) on and after March __, 2003, but prior to the Termination Date, the Utilization Fee shall be payable only in respect of Committed Loans and L/C Obligations (each day that such aggregate amount, the "Outstanding Committed Obligations"). The utilization fee shall accrue from the Closing Date until the Maturity Date at all times (including at any time during which one or more of the conditions in Article IV is not met) that the sum of the Outstanding Committed Obligations hereunder, plus, if such agreement is in effect, the "Outstanding Obligations" under and as defined in that Credit Agreement (364-Day) dated as of May 10, 2001 among the Borrower, the lenders from time to time party thereto and SunTrust Bank, as administrative agent for itself and such lenders (the "364-Day Credit Agreement"), Revolver Commitment Usage exceeds 50% of the Revolver Commitment then in effect, and (ii) on and after the Termination Date, the Utilization Fee Base Amount, and shall be payable quarterly only in arrears respect of each day that such aggregate Revolver Commitment Usage exceeds 50% of the Revolver Commitment that was in existence on the last Business Day immediately prior to the termination of the Revolver Commitment. The Utilization Fee shall be due and payable on the 10th Business Day of each MarchJanuary, JuneApril, September July and DecemberOctober, commencing with the first such date to occur after the Closing Date, and ending on the Maturity Datedate both the Principal Debt has been paid in full and the Revolver Commitment has been terminated for the amount accrued during the previous fiscal quarterly period. For purposes hereof, the "The Utilization Fee Base Amount" means, at any time of determination: (i) if at such time the "Commitments" under and as defined in the 364-Day Credit Agreement (the "364-Day Commitments") have been terminated in full, the amount of the Aggregate Commitments, and (ii) if at such time the 364-Day Commitments have not been terminated in full, the sum of the Aggregate Commitments and the 364-Day Commitments at such time. The utilization fee shall be calculated for the amount accrued during the previous fiscal quarterly period in arrears accordance with SECTION 5.1(f), and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin for Utilization Fee (on a per diem basis) separately for each period during such quarter 34 ACS CREDIT AGREEMENT that such Applicable Margin was in effect. The Utilization Fee shall accrue at all times, including at any time during which one or more of the conditions in Article IV SECTION 7.2 is not met. If there is any change in the Applicable Rate during any quarter, the actual daily amount of the Outstanding Committed Obligations shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Utilization Fee. The During each Non-Investment Grade Period, for each day on which the sum of the aggregate outstanding Advances PLUS the aggregate Available Amount of outstanding Letters of Credit PLUS the aggregate Available Amount of outstanding Documentary L/Cs PLUS the aggregate amount of outstanding commercial paper permitted pursuant to Section 5.02(b)(i)(F) exceeds 50% of the sum of (i) the Term Commitments on such day PLUS (ii) the Working Capital Commitments on such day, the Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with each (other than the Designated Bidders) a utilization fee on the sum of such Lender's Pro Rata ShareShare of the aggregate amount of the Advances outstanding PLUS such Lender's Pro Rata Share of the aggregate Available Amount of all outstanding Standby Letters of Credit at the rate of 0.25% per annum, a payable in arrears on March 31, 1995, and thereafter calculated for the quarterly period ending on the last Business Day of each March, June, September and December and payable in arrears on the fifth Business Day following each such period, and payable in arrears on the Termination Date; PROVIDED, HOWEVER, that any utilization fee equal accrued with respect to any Defaulting Lender's Pro Rata Share of the Advances during the period prior to the amount set forth under time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the heading "Utilization Fee" in Borrower so long as such Lender shall be a Defaulting Lender except to the definition of Applicable Rate times extent that such utilization fee shall otherwise have been due and payable by the actual daily aggregate Outstanding Amount of Committed Loans Borrower prior to such time; and L/C Obligations (such aggregate amount, the "Outstanding Committed Obligations"). The PROVIDED FURTHER that no utilization fee shall accrue with respect to any Defaulting Lenders' Pro Rata Share of the Advances of so long as such Lender shall be a Defaulting Lender." (f) Section 2.14(f)(i) is amended by deleting from the Closing Date until end thereof the Maturity Date at all times (including at any time during which one or more of the conditions phrase "in Article IV is not met) that the sum of the Outstanding Committed Obligations hereunder, plus, if such agreement is in effect, the "Outstanding Obligations" under and as defined in that Credit Agreement (364-Day) dated as of May 10, 2001 among the Borrower, the lenders from time to time party thereto and SunTrust Bank, as administrative agent for itself and such lenders (the "364-Day Credit Agreement"), exceeds 50% of the Utilization Fee Base Amount, and shall be each case payable quarterly in arrears quarterly on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing DateMarch 31, 1995, and on the Maturity Termination Date. For purposes hereof." and substituting for such phrase the following: "payable in arrears on March 31, the "Utilization Fee Base Amount" means, at any time of determination: (i) if at such time the "Commitments" under and as defined in the 364-Day Credit Agreement (the "364-Day Commitments") have been terminated in full, the amount of the Aggregate Commitments1995, and (ii) if at such time thereafter calculated for the 364-quarterly period ending on the last Business Day Commitments have not been terminated in fullof each March, the sum of the Aggregate Commitments June, September and the 364-Day Commitments at such time. The utilization fee shall be calculated quarterly December and payable in arrears on the fifth Business Day following each such period, and shall accrue at all timespayable in arrears on the Termination Date;". (g) Article II is further amended by adding thereto a new Section 2.17, including at any time during which one or more of the conditions in Article IV is not met. If there is any change in the Applicable Rate during any quarter, the actual daily amount of the Outstanding Committed Obligations shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.to read as follows:

Utilization Fee. The Borrower Avnet shall pay to the Administrative Agent for the account of each Lender in accordance with each such Lender's Pro Rata Share, a utilization fee equal to of: (i) 0.125% times the amount set forth under the heading "Utilization Fee" in the definition Dollar Equivalent of Applicable Rate times the actual daily aggregate Outstanding Amount of Committed Loans and L/C Obligations (such aggregate amount, the "Outstanding Committed Obligations"). The utilization fee shall accrue from the Closing Date until the Maturity Date at all times (including at any time during which one or more of the conditions in Article IV is not met) on each day that the sum of (A) the Dollar Equivalent of the aggregate Outstanding Committed Amount of Loans and L/C Obligations hereunder, plus, on such day plus (B) if such agreement is then in effect, the "Dollar Equivalent" of the aggregate "Outstanding ObligationsAmount" of "Loans" under and as defined in that Credit Agreement (364-Day) dated as of May 10, 2001 among the Borrower, the lenders from time to time party thereto and SunTrust Bank, as administrative agent for itself and such lenders (the "364-Day Credit AgreementAgreement on such day, is equal to or greater than 25%, but is less than 50%, of the sum of (x) the Aggregate Commitments in effect on such day plus (y) if such agreement is then in effect, the ")Aggregate Commitments" in effect under and as defined in the 364-Day Credit Agreement on such day; and (ii) 0.250% times the Dollar Equivalent of the actual daily aggregate Outstanding Amount of Loans and L/C Obligations on each day that the sum of (A) the Dollar Equivalent of the aggregate Outstanding Amount of Loans and L/C Obligations on such day plus (B) if such agreement is then in effect, exceeds the "Dollar Equivalent" of the aggregate "Outstanding Amount" of "Loans" under and as defined in the 364-Day Credit Agreement on such day, is equal to or greater than 50% of the Utilization Fee Base Amountsum of (x) the Aggregate Commitments in effect on such day plus (y) if such agreement is then in effect, the "Aggregate Commitments" in effect under and as defined in the 364-Day Credit Agreement on such day. The utilization fee shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date. For purposes hereof, the "Utilization Fee Base Amount" means, at any time of determination: (i) if at such time the "Commitments" under and as defined in the 364-Day Credit Agreement (the "364-Day Commitments") have been terminated in full, the amount of the Aggregate Commitments, and (ii) if at such time the 364-Day Commitments have not been terminated in full, the sum of the Aggregate Commitments and the 364-Day Commitments at such time. The utilization fee shall be calculated quarterly in arrears and shall accrue at all timestimes from the Closing Date to the Maturity Date, including at any time during which one or more of the conditions in Article IV is not met. If there is any change in the Applicable Rate during any quarter, the actual daily amount of the Outstanding Committed Obligations shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Utilization Fee. The During (i) any Interest Period for LIBOR Loans for which the LIBOR Rate is less than 1.00% and (ii) any period (x) Alternate Base Rate Loans are outstanding, (y) the Alternate Base Rate is determined with respect to clause (c) of the definition thereof and (z) LIBOR Rate for one-month deposits in Dollars is less than 1.00%, the Borrower shall pay to the Administrative Agent for the account ratable benefit of each Lender in accordance with each such Lender's Pro Rata Share, the Extending Lenders a per annum utilization fee (the “Utilization Fee”) equal to the amount set forth under the heading "Utilization Fee" (A) in the definition case of Applicable such LIBOR Loans, 1.00% minus the LIBOR Rate times the actual daily aggregate Outstanding Amount outstanding principal balance of Committed such LIBOR Loans and L/C Obligations (B) in the case of such aggregate amountAlternate Base Rate Loans, 1.00% minus the "Outstanding Committed Obligations")LIBOR Rate for one-month deposits in Dollars times the outstanding principal balance of such Alternate Base Rate Loans. The utilization fee shall accrue from the Closing Date until the Maturity Date at all times (including at any time during which one or more of the conditions in Article IV is not met) that the sum of the Outstanding Committed Obligations hereunder, plusUtilization Fee, if such agreement is in effectany, the "Outstanding Obligations" under and as defined in that Credit Agreement (364-Day) dated as of May 10due with respect to any Loans, 2001 among the Borrower, the lenders from time to time party thereto and SunTrust Bank, as administrative agent for itself and such lenders (the "364-Day Credit Agreement"), exceeds 50% of the Utilization Fee Base Amount, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September Interest Payment Date for which interest is due and December, commencing with payable on such Loans. (s) The Credit Agreement is amended by restating in its entirety the first such date sentence of Section 2.11 (a) thereof as follows: Interest payable hereunder with respect to occur after the Closing Date, and Alternate Base Rate Loans based on the Maturity Date. For purposes hereof, the "Utilization Fee Base Amount" means, at any time of determination: (i) if at such time the "Commitments" under Prime Rate and as defined with respect to LIBOR Rate Loans denominated in the 364-Day Credit Agreement (the "364-Day Commitments") have been terminated in full, the amount of the Aggregate Commitments, and (ii) if at such time the 364-Day Commitments have not been terminated in full, the sum of the Aggregate Commitments and the 364-Day Commitments at such time. The utilization fee Pounds Sterling shall be calculated quarterly on the basis of a year of 365 days (or 366 days, as applicable) for the actual days elapsed. (t) The Credit Agreement is amended by restating in arrears and shall accrue at all times, including at any time during which one or more its entirety the fourth sentence of Section 2.12(a) thereof as follows. Each payment on account of the conditions in Article IV is not met. If there is any change in the Applicable Rate during any quarterFacility Fees, the actual daily amount Letter of the Outstanding Committed Obligations Credit Fees and Utilization Fees shall be computed made pro rata in accordance with the respective amounts due and multiplied owing. (u) The Credit Agreement is amended by adding to the Applicable Rate separately for each period during such quarter that such Applicable Rate was end of Section 2.12(a) thereof the following sentence: Nothing contained in effectthis Section 2.12(a) shall be construed to prevent the payment of principal of, accrued and unpaid interest on, and fees in respect of Loans owing to, and Commitments of, Non-Extending Lenders on the Existing Maturity Date. (v) The Credit Agreement is amended by replacing the reference to “Wachovia Bank, National Association” in Section 2.20 thereof with a reference to “the Lender then acting as Administrative Agent”. (w) The Credit Agreement is amended by adding to the end of Section 2 thereof the following new Section 2.23:

Utilization Fee. The Borrower shall With respect to each Tranche, the relevant Borrower(s) agree(s) to pay a fee to the Administrative Agent for the account of each Lender in accordance with each under such Lender's Pro Rata Share, Tranche a utilization fee fee, which shall accrue at the Applicable Rate on the daily aggregate outstanding principal amount of Loans (including Competitive Loans) of such Lender under such Tranche for each day on which the aggregate outstanding principal amount of the Loans under such Tranche equals or exceeds an amount equal to the amount set forth under the heading "Utilization Fee" in the definition of Applicable Rate times the actual daily aggregate Outstanding Amount of Committed Loans and L/C Obligations (such aggregate amount, the "Outstanding Committed Obligations"). The utilization fee shall accrue from the Closing Date until the Maturity Date at all times (including at any time during which one or more of the conditions in Article IV is not met) that the sum of the Outstanding Committed Obligations hereunder, plus, if such agreement is in effect, the "Outstanding Obligations" under and as defined in that Credit Agreement (364-Day) dated as of May 10, 2001 among the Borrower, the lenders from time to time party thereto and SunTrust Bank, as administrative agent for itself and such lenders (the "364-Day Credit Agreement"), exceeds 50% of the Utilization Fee Base AmountCommitments under such Tranche (and for this purpose, each Non-Extending Lender shall be deemed to have a Commitment under each Tranche in an amount equal to the aggregate outstanding principal amount of its Non-Extending Lender Term Loans under such Tranche and each Lender shall be deemed to have a Commitment under each Tranche in an amount equal to the aggregate outstanding principal amount of its Term Loans under such Tranche). Accrued utilization fees shall be payable quarterly in arrears on each Quarterly Date, on each date the Commitments of any Lender terminate, on each Non-Extending Lender Term Loan Maturity Date and on the last Business Day of each March, June, September and DecemberMaturity Date, commencing with on the first such date to occur after the Closing Datedate hereof; provided that any utilization fees accruing after the date on which the Commitments terminate (or, and on with respect to utilization fees owing by a Borrower in the event that such Borrower elects to convert Syndicated Loans to Term Loans as provided in Section 2.08(b)(i), accruing after the Maturity Date. For purposes hereof, the "Utilization Fee Base Amount" means, at any time of determination: (i) if at such time the "Commitments" under and as defined in the 364-Day Credit Agreement (the "364-Day Commitments") have been terminated in full, the amount of the Aggregate Commitments, and (ii) if at such time the 364-Day Commitments have not been terminated in full, the sum of the Aggregate Commitments and the 364-Day Commitments at such time. The utilization fee shall be calculated quarterly in arrears and shall accrue at all times, including at any time during which one or more of the conditions in Article IV is not metpayable on demand. If there is any change in the Applicable Rate during any quarter, the actual daily amount of the Outstanding Committed Obligations All utilization fees shall be computed on the basis of a year of 360 days and multiplied shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Utilization fees 40 - 34 - payable under this Section 2.10(b) with respect to any day under Tranche A shall be allocated between the Borrowers pro rata according to the respective aggregate outstanding principal amounts of Loans under such Tranche owing by the Applicable Rate separately for each period during Borrowers on such quarter that such Applicable Rate was in effectday.

Utilization Fee. The Borrower Avnet shall pay to the Administrative Agent for the account of each Lender in accordance with each such Lender's Pro Rata Share, a utilization fee equal to of: (i) 0.125% times the amount set forth under the heading "Utilization Fee" in the definition Dollar Equivalent of Applicable Rate times the actual daily aggregate Outstanding Amount of Committed Loans and L/C Obligations (such aggregate amount, the "Outstanding Committed Obligations"). The utilization fee shall accrue from the Closing Date until the Maturity Date at all times (including at any time during which one or more of the conditions in Article IV is not met) on each day that the sum of (A) the Dollar Equivalent of the aggregate Outstanding Committed Obligations hereunder, plus, Amount of Loans on such day plus (B) if such agreement is then in effect, the "Dollar Equivalent" of the aggregate "Outstanding Amount" of "Loans" and "L/C Obligations" under and as defined in that the Multi-Year Credit Agreement on such day, is equal to or greater than 25%, but is less than 50%, of the sum of (364-Dayx) dated as of May 10, 2001 among the BorrowerAggregate Commitments in effect on such day plus (y) if such agreement is then in effect, the lenders from time to time party thereto "Aggregate Commitments" in effect under and SunTrust Bankas defined in the Multi-Year Credit Agreement on such day; and (ii) 0.250% times the Dollar Equivalent of the actual daily aggregate Outstanding Amount of Loans on each day that the sum of (A) the Dollar Equivalent of the aggregate Outstanding Amount of Loans on such day plus (B) if such agreement is then in effect, as administrative agent for itself and such lenders (the "364Dollar Equivalent" of the aggregate "Outstanding Amount" of "Loans" and "L/C Obligations" under and as defined in the Multi-Day Year Credit Agreement")Agreement on such day, exceeds is equal to or greater than 50% of the Utilization Fee Base Amountsum of (x) the Aggregate Commitments in effect on such day plus (y) if such agreement is then in effect, the "Aggregate Commitments" in effect under and as defined in the Multi-Year Credit Agreement on such day. The utilization fee shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date. For purposes hereof, the "Utilization Fee Base Amount" means, at any time of determination: (i) if at such time the "Commitments" under and as defined in the 364-Day Credit Agreement (the "364-Day Commitments") have been terminated in full, the amount of the Aggregate Commitments, and (ii) if at such time the 364-Day Commitments have not been terminated in full, the sum of the Aggregate Commitments and the 364-Day Commitments at such time. The utilization fee shall be calculated quarterly in arrears and shall accrue at all timestimes from the Closing Date to the Maturity Date, including at any time during which one or more of the conditions in Article IV is not met. If there is any change in the Applicable Rate during any quarter, the actual daily amount of the Outstanding Committed Obligations shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Utilization Fee. The For the period beginning on the Closing Date and ending on the later of (i) the Revolving Credit Termination Date (or such earlier date on which the Revolving Credit Facility has terminated) and (ii) the date on which no Loans or Letters of Credit (other than Letters of Credit (“Covered Letters of Credit”) that have been cash collateralized in an amount of at least 105% of the face amount thereof or covered by a “back-to-back” letter of credit, in each case in a manner reasonably satisfactory to the Administrative Agent) remain outstanding, the Borrower shall agrees to pay to the Administrative Agent Agent, for the account benefit of each Lender in accordance with each based on such Lender's Pro Rata Share’s Revolving Credit Commitment, a utilization fee equal to the amount set forth under the heading "for each day Utilization Fee" in the definition of Applicable Rate times the actual daily aggregate Outstanding Amount of Committed Loans and L/C Obligations (such aggregate amount, the "Outstanding Committed Obligations")is greater than 50%. The utilization fee for any day shall accrue from the Closing Date until the Maturity Date at all be an amount equal to 0.125% per annum times (including at any time during which one or more of the conditions in Article IV is not met) that the sum of the Outstanding Committed Obligations hereunder, plus, if actual outstanding principal balance of each Lender’s Revolving Credit Loans on such agreement is in effect, the "Outstanding Obligations" under and as defined in that Credit Agreement (364-Day) dated as of May 10, 2001 among the Borrower, the lenders from time to time party thereto and SunTrust Bank, as administrative agent for itself day and such lenders (Lender’s participating interest in the "364-Day Credit Agreement"), exceeds 50% then outstanding Swing Line Loans and Letters of the Utilization Fee Base Amount, and Credit. Such payments of fees provided for in this Section 2.10(b) shall be payable quarterly in arrears on arrears, such payments to be made not later than the last third (3rd) Business Day of each MarchApril, JuneJuly, September October and December, commencing with January beginning on the first such date third (3rd) Business Day of October 2005 to occur after the Closing Date, and on the Maturity Date. For purposes hereof, the "Utilization Fee Base Amount" means, at any time later of determination: (i) if at the Revolving Credit Termination Date (or such time earlier date on which the "Commitments" under and as defined in the 364-Day Revolving Credit Agreement (the "364-Day Commitments"Revolving Credit Facility has terminated) have been terminated in full, the amount of the Aggregate Commitments, and (ii) if at the date on which no Loans or Letters of Credit (other than Covered Letters of Credit) remain outstanding. For the purposes hereof, “Utilization” means, for any day, a percentage equal to the actual aggregate principal amount of Loans under this Agreement outstanding during each day, divided by the aggregate Revolving Credit Commitments as of the end of such time day. If any Loans or Letters of Credit remain outstanding after the 364-Day Revolving Credit Commitments have not been terminated in fullterminated, the sum of the Aggregate Commitments and the 364-Day Commitments at such time. The utilization fee Utilization shall be calculated quarterly in arrears and shall accrue at all times, including at any time during which one or more of determined based on the conditions in Article IV is not met. If there is any change in the Applicable Rate during any quarter, the actual daily amount of the Outstanding Committed Obligations shall be computed and multiplied by the Applicable Rate separately for each period during aggregate Revolving Credit Commitments immediately prior to such quarter that such Applicable Rate was in effecttermination.

Utilization Fee. The Borrower shall agrees to pay to the Administrative Agent for the account of each Lender in accordance with each such Lender's Pro Rata Share, a utilization fee equal to (the amount set forth under the heading "“Utilization Fee" in ”) for each day during the definition of Applicable Rate times period commencing on the actual daily aggregate Outstanding Amount of Committed Loans Effective Date and L/C Obligations ending on the Expiration Date (such aggregate amountor, if later, the "Outstanding date when the Committed Obligations"). The utilization fee shall accrue from the Closing Date until the Maturity Date at all times (including at any time during which one or more Credit Exposure of the conditions in Article IV such Lender is not met$0) that the sum of (i) the Outstanding Committed Obligations hereunderAggregate Credit Exposure, plus, if such agreement is in effect, (ii) the "Outstanding Obligations" under and Aggregate Credit Exposure (as defined in that Credit Agreement (364-Day) dated as of May 10, 2001 among the Borrower, the lenders from time to time party thereto and SunTrust Bank, as administrative agent for itself and such lenders (the "364-Day Existing 2004 Five Year Credit Agreement"), (iii) the Aggregate Credit Exposure (as defined in the Existing 2005 Five Year Credit Agreement) and (iv) the Aggregate Credit Exposure (as defined in the Existing 2006 Five Year Credit Agreement) on such date exceeds 50% of the Utilization Fee Base Amount, and shall be payable quarterly in arrears on the last Business Day sum of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date. For purposes hereof, the "Utilization Fee Base Amount" means, at any time of determination: (i) if at such time the "Commitments" under and Aggregate Commitment Amount, (ii) the Aggregate Commitment Amount (as defined in the 364-Day Existing 2004 Five Year Credit Agreement Agreement), (iii) the "364-Day Commitments"Aggregate Commitment Amount (as defined in the Existing 2005 Five Year Credit Agreement) have been terminated and (iv) the Aggregate Commitment Amount (as defined in fullthe Existing 2006 Five Year Credit Agreement) on such date, payable on each Interest Payment Date (other than an Interest Payment Date applicable solely to Competitive Bid Loans) or if Letters of Credit are outstanding, but no Revolving Credit Loans or Swing Line Loans are outstanding, payable on each date that the amount Letter of Credit Participation Fee is payable, at a rate per annum equal to the Applicable Margin of the Aggregate Commitmentssum of (i) the Committed Credit Exposure of such Lender, and (ii) if at the Committed Credit Exposure (as defined in the Existing 2004 Five Year Credit Agreement) of such time Lender, (iii) the 364-Day Commitments have not been terminated Committed Credit Exposure (as defined in fullthe Existing 2005 Five Year Credit Agreement) of such Lender and (iv) the Committed Credit Exposure (as defined in the Existing 2006 Five Year Credit Agreement) of such Lender on such date, less the sum of (i) the Aggregate Commitments Utilization Fee (as defined in the Existing 2004 Five Year Credit Agreement), (ii) the Utilization Fee (as defined in the Existing 2005 Five Year Credit Agreement) and (iii) the 364-Day Commitments at Utilization Fee (as defined in the Existing 2006 Five Year Credit Agreement), in each case payable to such timeLender for such day. Notwithstanding anything to the contrary contained in this Section, on and after the Commitment Termination Date, the Utilization Fee shall be payable upon demand. The utilization fee shall be calculated quarterly in arrears and shall accrue at all times, including at any time during which one or more of the conditions in Article IV is not met. If there is any change in the Applicable Rate during any quarter, the actual daily amount of the Outstanding Committed Obligations Utilization Fee shall be computed and multiplied by on the Applicable Rate separately basis of a 360-day year for each period during such quarter that such Applicable Rate was in effectthe actual number of days elapsed.

Utilization Fee. The Borrower For each day that the Utilization equals or exceeds 50% of (x) the Revolving Credit Maximum Amount in effect on such day, if such day is before the Revolving Credit Maturity Date or (y) the Revolving Credit Maximum Amount in effect on the Revolving Credit Maturity Date, if such day is on or after the Revolving Credit Maturity Date and the Company elects the "term out" option under Section 4.1 hereof (in either case until the Indebtedness has been paid and discharged in full and all commitments terminated), the Company shall pay to the Administrative Agent Agent, for distribution to the account of each Lender Banks pro rata in accordance with each such Lender's Pro Rata Sharetheir respective Percentages, a utilization Utilization Fee, which fee shall be determined and payable in accordance with this Section 2.13. The Utilization Fee shall be equal to the amount set forth under the heading "Utilization Fee" in the definition of Applicable Rate on such day times the actual Applicable Fee Percentage computed on a daily aggregate Outstanding Amount of Committed Loans and L/C Obligations (such aggregate amount, the "Outstanding Committed Obligations")basis. The utilization fee shall accrue from the Closing Date until the Maturity Date at all times (including at any time during which one or more of the conditions in Article IV is not met) that the sum of the Outstanding Committed Obligations hereunder, plus, if such agreement is in effect, the "Outstanding Obligations" under and as defined in that Credit Agreement (364-Day) dated as of May 10, 2001 among the Borrower, the lenders from time to time party thereto and SunTrust Bank, as administrative agent for itself and such lenders (the "364-Day Credit Agreement"), exceeds 50% of the Utilization Fee Base Amountshall be computed on the basis of a year of three hundred sixty (360) days and assessed for the actual number of days elapsed, and shall be payable quarterly in arrears on commencing July 1, 2001 (in respect to the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, prior fiscal quarter or portion thereof) and on the first day of each fiscal quarter thereafter and on the Revolving Credit Maturity Date. For purposes Date (or, if the Company elects the "term out" option under Section 4.1 hereof, the "Term Loan Maturity Date). Whenever any payment of the Utilization Fee Base Amount" means, at any time of determination: (i) if at such time the "Commitments" under and as defined in the 364-Day Credit Agreement (the "364-Day Commitments") have been terminated in fullshall be due on a day which is not a Business Day, the amount day for payment thereof shall be extended to the next Business Day. Upon receipt of such payment, Agent shall make prompt payment to each Bank of its share of the Aggregate Commitments, and (ii) if at such time Utilization Fee based upon its respective Percentage. It is expressly understood that the 364-Day Commitments have Utilization Fee described in this Section shall not been terminated in full, the sum of the Aggregate Commitments and the 364-Day Commitments at such time. The utilization fee shall be calculated quarterly in arrears and shall accrue at all times, including at refundable under any time during which one or more of the conditions in Article IV is not met. If there is any change in the Applicable Rate during any quarter, the actual daily amount of the Outstanding Committed Obligations shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectcircumstances.

Utilization Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with each such Lender's pro rata according to its Pro Rata Share, a utilization fee equal to the amount set forth under the heading "Utilization Fee" in the definition of Applicable Rate Amount times the actual daily aggregate amount of Outstanding Amount of Committed Loans and L/C Obligations (such aggregate amount, the "Outstanding Committed ----- Obligations"). The utilization fee shall accrue from the Closing Date until the Maturity Date at all times (including at any time during which one or more of the conditions in Article IV is not met) that the sum of the Outstanding Committed Obligations hereunder, hereunder plus, if such agreement is in effect, the "Outstanding Obligations" under and as defined in that Credit Agreement (364-DayDay/1-Year) dated as of May 10April 19, 2001 2000 among the Borrower, Bank of America as Administrative Agent, and the lenders from time to time party thereto and SunTrust Bank, as administrative agent for itself and such lenders (the "364-Day Credit Agreement"), exceeds ) exceed 50% of the Utilization Fee Base Amount, ------------------------ and shall be payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Applicable Payment Date. For purposes hereof, the "Utilization Fee Base Amount" means, at any time of --------------------------- determination: , (i) if at such time the combined "Commitments" under and as defined in the 364-Day Credit Agreement (the "364-Day Commitments") have been ------------------- terminated in fulland there exist no outstanding "Term Loans" thereunder (and as defined therein) (herein, "Term Loans"), the amount of the Aggregate Commitments, and combined Commitments ---------- hereunder; (ii) if at such time the 364-Day Commitments have not been terminated in fullterminated, the amount equal to the sum of the 364-Day Commitments plus the combined Commitments hereunder at such time; and (iii) if at such time there are outstanding Term Loans under the 364-Day Credit Agreement, the sum of the Aggregate outstanding principal amount of such Term Loans plus the combined Commitments and the 364-Day Commitments hereunder at such time. The utilization fee shall be calculated quarterly in arrears arrears, and shall accrue at all times, including at any time during which one or more of the conditions in Article IV is not met. If if there is any change in the Applicable Rate Amount during any quarter, the actual daily amount of the Outstanding Committed Obligations shall be computed and multiplied by the Applicable Rate Amount separately for each period during such quarter that such Applicable Rate Amount was in effect.

Utilization Fee. The For the period beginning on the Closing Date and ending on the later of (i) the Revolving Credit Termination Date (or such earlier date on which the Revolving Credit Facility has terminated) and (ii) the date on which no Revolving Credit Loans, Swing Line Loans, Competitive Bid Loans or Letters of Credit (other than Letters of Credit (“Covered Letters of Credit”) that have been cash collateralized in an amount of at least 105% of the face amount thereof or covered by a “back-to-back” letter of credit, in each case in a manner reasonably satisfactory to the Administrative Agent) remain outstanding, the Borrower shall agrees to pay to the Administrative Agent Agent, for the account benefit of each Revolving Credit Lender in accordance with each based on such Lender's Pro Rata Share’s Revolving Credit Commitment, a utilization fee equal to the amount set forth under the heading "for each day Utilization Fee" in the definition of Applicable Rate times the actual daily aggregate Outstanding Amount of Committed Loans and L/C Obligations (such aggregate amount, the "Outstanding Committed Obligations")is greater than 50%. The utilization fee for any day shall accrue from the Closing Date until the Maturity Date at all be an amount equal to 0.125% per annum times (including at any time during which one or more of the conditions in Article IV is not met) that the sum of the Outstanding Committed Obligations hereunder, plus, if actual outstanding principal balance of each Lender’s Revolving Credit Loans on such agreement is in effect, the "Outstanding Obligations" under and as defined in that Credit Agreement (364-Day) dated as of May 10, 2001 among the Borrower, the lenders from time to time party thereto and SunTrust Bank, as administrative agent for itself day and such lenders (Lender’s participating interest in the "364-Day Credit Agreement"), exceeds 50% then outstanding Swing Line Loans and Letters of the Utilization Fee Base Amount, and Credit. Such payments of fees provided for in this Section 2.13(b) shall be payable quarterly in arrears on arrears, such payments to be made not later than the last third (3rd) Business Day of each MarchApril, JuneJuly, September October and December, commencing with January beginning on the first such date third (3rd) Business Day of October 2005 to occur after the Closing Date, and on the Maturity Date. For purposes hereof, the "Utilization Fee Base Amount" means, at any time later of determination: (i) if at the Revolving Credit Termination Date (or such time earlier date on which the "Commitments" under and as defined in the 364-Day Revolving Credit Agreement (the "364-Day Commitments"Revolving Credit Facility has terminated) have been terminated in full, the amount of the Aggregate Commitments, and (ii) if at the date on which no Revolving Credit Loans, Swing Line Loans, Competitive Bid Loans or Letters of Credit (other than Covered Letters of Credit) remain outstanding. For the purposes hereof, “Utilization” means, for any day, a percentage equal to the actual aggregate principal amount of Loans (other than Term Loans) under this Agreement outstanding during each day, divided by the aggregate Revolving Credit Commitments as of the end of such time day. If any Revolving Credit Loans, Swing Line Loans, Competitive Bid Loans or Letters of Credit remain outstanding after the 364-Day Revolving Credit Commitments have not been terminated in fullterminated, the sum of the Aggregate Commitments and the 364-Day Commitments at such time. The utilization fee Utilization shall be calculated quarterly in arrears and shall accrue at all times, including at any time during which one or more of determined based on the conditions in Article IV is not met. If there is any change in the Applicable Rate during any quarter, the actual daily amount of the Outstanding Committed Obligations shall be computed and multiplied by the Applicable Rate separately for each period during aggregate Revolving Credit Commitments immediately prior to such quarter that such Applicable Rate was in effecttermination.