STRUCTURING FEE: $150,000 payable to Bank of Montreal, earned upon the date
of your acceptance of the Commitment Letter to which this
Fee Schedule is attached and payable on the Closing Date.
UPFRONT FEE: (i) For Administrative Agent and each Co-Arranger (as such
terms are defined in the Senior Facilities Term Sheet; each,
an "AGENT"), the sum of (x) 1.0% multiplied by such Agent's
final allocated commitment amount of the Senior Facilities
on the Closing Date plus (y) $50,000 earned and payable to
such Agent on the Closing Date, and (ii) for each Lender
(other than the Agents) that commits to provide a portion of
the Senior Facilities, a fee to be determined which shall be
earned and payable to such Lender on its allocated
commitment on the Closing Date.
AGENT'S FEE: $35,000 annual fee payable to the Administrative Agent in
advance on the Closing Date and each anniversary thereof.
All fees (or portions thereof), once paid, are non-refundable. Fees set forth
above are in addition to any fees, indemnities or reimbursements described in
the Senior Facilities Term Sheet or the Commitment Letter. All fees shall be
paid to the Administrative Agent for its own account or for distribution, as
appropriate, to the other Agents and Lenders, in each case as set forth on this