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 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 shall If, on any date prior to the Conversion Date, the Aggregate Outstanding Credit Exposure of all the Lenders hereunder exceeds thirty-three and one-third percent (33 1/3%) of the Aggregate Commitment hereunder (or, if the Commitments have been terminated, the Aggregate Commitment in effect immediately prior to such termination), the Borrowers will pay to the Administrative Agent for the account ratable benefit of each Lender in accordance with each such Lender's Pro Rata Share, the Lenders a utilization fee (the "UTILIZATION FEE") at a per annum rate 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 AmountRate on the Aggregate Outstanding Credit Exposure on such date, 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, Payment Date and on the Maturity date this Agreement is terminated in full and all Obligations hereunder have been paid in full pursuant to Section 2.3. From and after the Conversion Date. For purposes hereof, for any period during which the Aggregate Outstanding Credit Exposure of all the Lenders hereunder (other than contingent indemnity obligations) exceeds thirty-three and one-third percent (33 1/3%) of the Aggregate Commitment as in effect immediately prior to the conversion of the Advances hereunder to a term loan on the Conversion Date, the "Borrowers will pay to the Administrative Agent for the ratable benefit of the Lenders a Utilization Fee Base Amount" meansat a per annum rate equal to the Applicable Utilization Fee Rate on the Aggregate Outstanding Credit Exposure on such date, at any time of determination: payable quarterly in arrears on each Payment Date and on the date this Agreement is terminated in full and all Obligations hereunder (i) if at such time the "Commitments" under and as defined in the 364-Day Credit Agreement (the "364-Day Commitments"other than contingent indemnity obligations) have been terminated paid 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 effectfull pursuant to Section 2.3.

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 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 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 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 Share, a utilization fee equal to Share of the aggregate amount set forth under of the heading "Utilization Fee" in Advances outstanding PLUS such Lender's Pro Rata Share of the definition of Applicable Rate times the actual daily aggregate Outstanding Available Amount of Committed Loans and L/C Obligations (such aggregate amountall outstanding Standby Letters of Credit at the rate of 0.25% per annum, 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 payable in Article IV is not met) that the sum of the Outstanding Committed Obligations hereunderarrears on March 31, 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 Amount1995, and shall be payable thereafter calculated for the quarterly in arrears period ending on the last Business Day of each March, June, September and December, commencing with December and payable in arrears on the first fifth Business Day following each such date to occur after the Closing Dateperiod, and payable in arrears on the Maturity Termination Date. For purposes hereof; PROVIDED, HOWEVER, that any utilization fee accrued with respect to any Defaulting Lender's Pro Rata Share of the "Utilization Fee Base Amount" means, at any Advances during the period prior to the time of determination: (i) if such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the "Commitments" under and Borrower so long as defined in such Lender shall be a Defaulting Lender except to the 364-Day Credit Agreement (the "364-Day Commitments") have been terminated in full, the amount of the Aggregate Commitments, and (ii) if at extent that 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 otherwise have been due and payable by the Borrower prior to such time; and PROVIDED FURTHER that no utilization fee shall accrue at all times, including at with respect to any time during which one or more Defaulting Lenders' Pro Rata Share 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 Advances of the Outstanding Committed Obligations so long as such Lender shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effecta Defaulting Lender."

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.