TO THIS AGREEMENT.
THE INTERNATIONAL
STANDBY PRACTICES AS MOST RECENTLY PUBLISHED FROM TIME TO TIME BY THE
INTERNATIONAL CHAMBER OF COMMER (THE "ISP") IS HEREBY INCORPORATED IN THIS
AGREEMENT WITH RESPECT TO STANDBY LETTERS OF CREDIT AND SHALL BE DEEMED
INCORPORATED BY THIS REFERENCE INTO EACH STANDBY LETTER
6
OF CREDIT ISSUED PURSUANT TO THIS AGREEMENT.
THE TERMS AND CONDITIONS OF THE
ISP SHALL BE BINDING WITH RESPECT TO STANDBY LETTERS OF CREDIT ON THE PARTIES TO
THIS AGREEMENT AND EACH BENEFICIARY OF ANY STANDBY LETTER OF CREDIT ISSUED
PURSUANT TO THIS AGREEMENT.
1.2
INTEREST.
(A)
INTEREST OPTIONS.
FROM THE DATE EACH LOAN IS MADE, BASED UPON THE
ELECTION OF BORROWER, AT SUCH TIME AND FROM TIME TO TIME THEREAFTER (AS PROVIDED
IN SUBSECTION 1.3 AND SUBJECT TO THE CONDITIONS SET FORTH IN SUCH SUBSECTION AND
SUBSECTION 1.2(G)), EACH SUCH LOAN SHALL ACCRUE INTEREST AS FOLLOWS:
(I)
AS A BASE RATE LOAN, AT THE SUM OF THE BASE RATE PLUS THE BASE RATE
MARGIN APPLICABLE TO SUCH LOAN FROM TIME TO TIME AS PROVIDED IN SUBSECTION
1.2(B); OR
(II)
AS A LIBOR LOAN, FOR THE APPLICABLE LIBOR INTEREST PERIOD, AT THE SUM OF
LIBOR PLUS THE LIBOR MARGIN APPLICABLE TO SUCH LOAN FROM TIME TO TIME AS
PROVIDED IN SUBSECTION 1.2(B); OR
provided, that any Incremental Term Loan shall accrue interest as provided in
the amendment or supplement to this Agreement evidencing such Incremental Term
Loan Facility.
(B)
Applicable Margins.
Initially, and continuing through the day
immediately preceding the first Adjustment Date occurring on or after
September 30, 2008, the LIBOR Margin shall be 1.25% and the Base Rate Margin
will be 0.00%.
Commencing on such Adjustment Date, the applicable Base Rate
Margin and LIBOR Margin for any Revolver Loan, the Term Loan and the applicable
Commitment Fee Margin for the unused portion of the Revolver Loan Commitment
shall be for each Calculation Period the applicable per annum percentage set
forth in the pricing table below opposite the applicable Total Net Leverage
Ratio of Borrower, determined on a consolidated basis for Borrower and its
Subsidiaries; provided, that, in the event that Administrative Agent shall not
receive the financial statements and Compliance Certificate required pursuant to
Subsections 4.4(A), 4.4(B) and 4.4(C) when due, from such due date and until the
fifth Business Day following Administrative Agent's receipt of such overdue
financial statements and Compliance Certificate (and in the event a decrease in
the applicable margin is then warranted, receipt of Borrower's written request
to decrease such margin), the Base Rate Margin and the LIBOR Margin shall be
0.50% and 2.00% per annum, respectively, with respect to any Revolver Loan and
the Term Loan, and the Commitment Fee Margin shall be 0.375% with respect to the
unused portion of the Revolver Loan Commitment; provided, further, that
effective upon the closing of any acquisition that will increase the Total Net
Leverage Ratio on a pro forma basis, the Base Rate Margin, LIBOR Margin and
Commitment Fee Margin will immediately adjust to reflect