Common use of Interest and Applicable Margins Clause in Contracts

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. As of the Closing Date, the Applicable Margins are as follows: Applicable Revolver Index Margin 1.75% Applicable Revolver LIBOR Margin 3.00% Applicable L/C Margin 3.00% The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrower's quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 30, 2003. Adjustments in Applicable Margins shall be determined by reference to the following grids: If Total Leverage Level of Ratio is: Applicable Margins: -------- ------------------ > or =4.75 to 1.0 Level I > or =4.00 to 1.0, but Level II <4.75 to 1.0

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Agent, for the ratable benefit of Lenders in accordance with the various Revolving Credit Advances and Swing Line Loans being made by each Lender, and in respect of all unreimbursed Letters of Credit Obligations, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit AdvancesAdvances and unreimbursed Letter of Credit Obligations and all other Obligations (other than LIBOR Loans and Swing Line Loans), the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of BorrowerBorrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. As , based on the aggregate amount of the Closing DateSwing Line Loan outstanding from time to time. The Applicable Margins, the Applicable Margins on a per annum basis, are as follows: Applicable Margin Amount Applicable Revolver Index Margin 1.751.50 % Applicable Revolver LIBOR Margin 3.003.00 % Applicable L/C Margin 3.003.00 % The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrower's quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 30, 2003. Adjustments in Applicable Margins shall be determined by reference to the following grids: If Total Leverage Level of Ratio is: Applicable Margins: -------- ------------------ > or =4.75 to 1.0 Level I > or =4.00 to 1.0, but Level II <4.75 to 1.0Unused Line Fee Margin 0.50 %

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit AdvancesLoans which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Loans which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to such portion of the Swing Line Term Loans designated as an Index Rate Loan, the Index Rate plus the Applicable Revolver Term Loan Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. As of the Closing Date, the The Applicable Margins are shall be as follows: Applicable Revolver Index Margin 1.752.75 % Applicable Revolver LIBOR Margin 3.003.75 % Applicable L/C Term Loan Index Margin 3.002.75 % The Applicable Margins Term Loan LIBOR Margin 3.75 % 1 Borrower to supply account information. provided; however, the Applicable Margins, with respect to the Term Loan, shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's Holdings’ and its Subsidiaries’ consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrower's quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 30, 2003. Adjustments in Applicable Margins shall will be determined by reference to the following grids: If Total Leverage Level of Applicable Margin Leverage Ratio is: Applicable Term Loan Index Margin Applicable Term Loan LIBOR Margin Level I ³ 4.00 to 1.00 3.25 % 4.25 % Level II ³ 2.50 to 1.00, and < 4.00 to 1.00 2.75 % 3.75 % Level III < 2.50 to 1.00 2.25 % 3.25 % All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, five (5) Business Days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins: -------- ------------------ > . If any Default or =4.75 an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to 1.0 Level I > be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or =4.00 to 1.0, but Level II <4.75 to 1.0Events of Default are waived or cured.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; (ii) with respect to the Term Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum; and (iiiii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. As of the Closing Date, the The Applicable Margins are as follows: Applicable Revolver Index Margin 1.753.00 % Applicable Revolver LIBOR Margin 3.004.00 % Applicable L/C Term Loan Index Margin 3.003.00 % The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrower's quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 30, 2003. Adjustments in Applicable Margins shall be determined by reference to the following grids: If Total Leverage Level of Ratio is: Applicable Margins: -------- ------------------ > or =4.75 to 1.0 Level I > or =Term Loan LIBOR Margin 4.00 to 1.0, but Level II <4.75 to 1.0%

Interest and Applicable Margins. (a) Borrower shall pay interest to the Administrative Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit AdvancesTerm Loan A, at the election of Borrower, (A) the Index Rate plus the Applicable Revolver Term A Index Margin per annum or, or (B) at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver Term A LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to the Swing Line LoanTerm Loan B, at the election of Borrower, (A) the Index Rate plus the Applicable Revolver Term B Index Margin per annum or (B) the applicable LIBOR Rate plus the Applicable Term B LIBOR Margin per annum; and (iii) with respect to the Term Loan C, at the election of Borrower, (A) the Index Rate plus the Applicable Term C Index Margin per annum or (B) the applicable LIBOR Rate plus the Applicable Term C LIBOR Margin per annum. As of the Closing Date, the Applicable Margins The applicable margins are as follows: Applicable Revolver Index Margin 1.75% Applicable Revolver LIBOR Margin 3.00% Applicable L/C Margin 3.00% The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrower's quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 30, 2003. Adjustments in Applicable Margins shall be determined by reference to the following grids: If Total Leverage Level of Ratio is: Applicable Margins: -------- ------------------ > or =4.75 to 1.0 Level I > or =4.00 to 1.0, but Level II <4.75 to 1.0:

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; (ii) with respect to the Term Loan, based on the aggregate Revolving Credit Advances outstanding from time to timeIndex Rate plus the Applicable Term Loan Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum; and (iiiii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. As of the Closing Date, the Applicable Margins are as follows: The Applicable Revolver Index Margin 1.75% Margin, Applicable Revolver LIBOR Margin 3.00% Margin, Applicable Term Loan Index Margin, Applicable Term Loan LIBOR Margin, Applicable L/C Margin, and Applicable Unused Line Fee Margin 3.00% The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's consolidated financial performance0.50%, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrower's quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 302.00%, 2003. Adjustments in Applicable Margins shall be determined by reference to the following grids: If Total Leverage Level of Ratio is: Applicable Margins: -------- ------------------ > or =4.75 to 1.0 Level I > or =4.00 to 1.00.75%, but Level II <4.75 to 1.02.25%, 1.50%, and 0.375% per annum, respectively.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. As of ; and (iii) with respect to the Closing DateAcquisition Loan Advances, the greater of (i) 10.5% or (ii) the Index Rate plus the Applicable Acquisition Loan Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Acquisition Loan LIBOR Margin per annum. The Applicable Margins are as follows: Applicable Revolver Index Margin 1.750.25% Applicable Revolver LIBOR Margin 3.002.50% Applicable L/C Margin 3.002.50% The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrower's quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 30, 2003. Adjustments in Acquisition Loan Index Margin 6.00% Applicable Margins shall be determined by reference to the following grids: If Total Leverage Level of Ratio is: Applicable Margins: -------- ------------------ > or =4.75 to 1.0 Level I > or =4.00 to 1.0, but Level II <4.75 to 1.0Acquisition Loan LIBOR Margin 8.50%

Interest and Applicable Margins. (a) Borrower shall pay interest in cash to Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (iA) with respect to the Revolving Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; (B) with respect to the Term Loan, the Index Rate plus the Applicable Term Loan Index Margin, or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin, per annum; and (iiC) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. As of the Closing Date, the The Applicable Margins are as follows: Applicable Revolver Index Margin 1.751.250% Applicable Revolver LIBOR Margin 3.002.625% Applicable Term Loan Index Margin 1.750% Applicable Term Loan LIBOR Margin 3.125% Applicable L/C Margin 3.002.000% The Applicable Margins shall be adjusted Unused Line Fee Margin (up or downsubject to adjustment in accordance with Section 1.9(b)) prospectively on a quarterly basis as determined by Borrower's consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrower's quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 30, 2003. Adjustments in Applicable Margins shall be determined by reference to the following grids: If Total Leverage Level of Ratio is: Applicable Margins: -------- ------------------ > or =4.75 to 1.0 Level I > or =4.00 to 1.0, but Level II <4.75 to 1.00.500%

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Agent, for the ratable benefit of Lenders Lenders, in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of BorrowerBorrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. As of , based on the Closing Dateaggregate Swing Line Loans outstanding from time to time; (iii) with respect to the Existing Term Loan, the Index Rate plus the Applicable Existing Term Loan Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Existing Term Loan LIBOR Margin per annum, based on the aggregate Existing Term Loan outstanding from time to time; and (iv) with respect to the Extending Term Loan, the Index Rate plus the Applicable Extending Term Loan Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Extending Term Loan LIBOR Margin per annum, based on the aggregate Extending Term Loan outstanding from time to time. The Applicable Margins are as follows: Applicable Revolver Index Margin 1.753.25 % Applicable Revolver LIBOR Margin 3.005.00 % Applicable L/C Existing Term Loan Index Margin 3.000.00 % The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrower's quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 30, 2003. Adjustments in Existing Term Loan LIBOR Margin 1.75 % Applicable Margins shall be determined by reference to the following grids: If Total Leverage Level of Ratio is: Extending Term Loan Index Margin 2.50 % Applicable Margins: -------- ------------------ > or =4.75 to 1.0 Level I > or =4.00 to 1.0, but Level II <4.75 to 1.0Extending Term Loan LIBOR Margin 3.50 % Applicable Unused Line Fee Margin 1.00 %

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of BorrowerBorrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; (ii) with respect to such portion of the Term Loans designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion of the Term Loans designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum; and (iiiii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. As of the Closing Date, the Applicable Margins are as follows: Applicable Revolver Index Margin 1.750.50 % Applicable Revolver LIBOR Margin 3.002.25 % Applicable Term Loan Index Margin 0.75 % Applicable Term Loan LIBOR Margin 2.50 % Applicable L/C Margin 3.002.25 % Applicable Unused Line Fee Margin 0.50 % The Applicable Margins shall may be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrower's quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 30, 2003. Adjustments in Applicable Margins shall be determined by reference to the following grids: If Total Leverage Level of Fixed Charge Coverage Ratio is: Level of Applicable Margins: -------- ------------------ > or =4.75 to 1.0 Level I > or =4.00 to 1.0, but Level II <4.75 to 1.0:

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders Lenders, in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit AdvancesAdvances which are designated as Index Rate Loans, the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of Borrowerwith respect to Revolving Credit Advances which are designated as LIBOR Loans, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; (ii) with respect to such portion of the Term Loan designated as an Index Rate Loan, based on the aggregate Revolving Credit Advances outstanding from time Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to timesuch portion of the Term Loan designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum; and (iiiii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. As of the Closing Date, the The Applicable Margins are as follows: Applicable Revolver Index Margin 1.751.25 % Applicable Revolver LIBOR Margin 3.002.50 % Applicable L/C Term Loan Index Margin 3.002.75 % The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrower's quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 30, 2003. Adjustments in Applicable Margins shall be determined by reference to the following grids: If Total Leverage Level of Ratio is: Applicable Margins: -------- ------------------ > or =4.75 to 1.0 Level I > or =Term Loan LIBOR Margin 4.00 to 1.0, but Level II <4.75 to 1.0%

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; (ii) with respect to the Term Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum; and (iiiii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. As of the Closing Date, the The Applicable Margins are as follows: Applicable Revolver Index Margin 1.751.25% Applicable Revolver LIBOR Margin 3.002.25% Applicable L/C Term Loan Index Margin 3.001.25% The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrower's quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 30, 2003. Adjustments in Applicable Margins shall be determined by reference to the following grids: If Total Leverage Level of Ratio is: Applicable Margins: -------- ------------------ > or =4.75 to 1.0 Level I > or =4.00 to 1.0, but Level II <4.75 to 1.0Term Loan LIBOR Margin 2.25%

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders Lenders, in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit AdvancesAdvances which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of Borrowerwith respect to Revolving Credit Advances which are designated as LIBOR Loans, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; (ii) with respect to such portion of the Term Loan designated as an Index Rate Loan, based on the aggregate Revolving Credit Advances outstanding from time Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to timesuch portion of the Term Loan designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum; and (iiiii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. As of the Closing Date, the The Applicable Margins are as follows: Applicable Revolver Index Margin 1.752.25% Applicable Revolver LIBOR Margin 3.003.25% Applicable Term Loan Index Margin 2.75% Applicable Term Loan LIBOR Margin 3.75% Applicable L/C Margin 3.003.25% The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrower's quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 30, 2003. Adjustments in Applicable Margins shall be determined by reference to the following grids: If Total Leverage Level of Ratio is: Applicable Margins: -------- ------------------ > or =4.75 to 1.0 Level I > or =4.00 to 1.0, but Level II <4.75 to 1.0Unused Line Fee Margin 0.50% -8-

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of BorrowerL/C Loan, the applicable LIBOR Rate plus the Applicable Revolver L/C LIBOR Margin per annum, based on or at the aggregate Revolving Credit Advances outstanding from time election of Borrower to timeconvert all LIBOR Loans to Index Rate Loans pursuant to Section 1.16(c) of this Agreement, the Index Rate plus the Applicable L/C Index Margin per annum; and (ii) with respect to the Swing Line LoanTerm Loans, the LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum, or at the election of Borrower to convert all LIBOR Loans to Index Rate Loans pursuant to Section 1.16(c) of this Agreement, the Index Rate plus the Applicable Revolver Term Loan Index Margin per annum. As of the Closing Date, the The Applicable Margins are as follows: Applicable Revolver Index Margin 1.75% Applicable Revolver L/C LIBOR Margin 3.002.75 % Applicable L/C Index Margin 3.001.50 % The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrower's quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 30, 2003. Adjustments in Term Loan LIBOR Margin 2.75 % Applicable Margins shall be determined by reference to the following grids: If Total Leverage Level of Ratio is: Term Loan Index Margin 1.50 % Applicable Margins: -------- ------------------ > or =4.75 to 1.0 Level I > or =4.00 to 1.0, but Level II <4.75 to 1.0Unused Line Fee Margin 0.50 %

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; (ii) with respect to the Term Loan B, the Index Rate plus the Applicable Term Loan B Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Term Loan B LIBOR Margin per annum, (iii) with respect to the Term Loan C, the Index Rate plus the Applicable Term Loan C Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Term Loan C LIBOR Margin per annum and (iiiv) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. As of the Closing Date, the The Applicable Margins are as follows: Applicable Revolver Index Margin 1.752.25 % Applicable Revolver LIBOR Margin 3.003.50 % Applicable Term Loan B Index Margin 2.50 % Applicable Term Loan B LIBOR Margin 3.75 % Applicable Term Loan C Index Margin 4.50 % Applicable Term Loan C LIBOR Margin 5.75 % Applicable L/C Margin 3.00% The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrower's quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 30, 2003. Adjustments in Applicable Margins shall be determined by reference to the following grids: If Total Leverage Level of Ratio is: Applicable Margins: -------- ------------------ > or =4.75 to 1.0 Level I > or =4.00 to 1.0, but Level II <4.75 to 1.03.50 %

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, Lender in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus --------- the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to the Swing Line LoanTerm Loan --------- A, the Index Rate plus the Applicable Revolver Term Loan A Index Margin per annum or, at --------- the election of Borrower, the applicable LIBOR Rate plus the Applicable Term Loan A LIBOR Margin per annum, and (iii) with respect to Term Loan B, the Index --------- Rate plus the Applicable Term Loan B Index Margin per annum or, at the election --------- of Borrower, the applicable LIBOR Rate plus the Applicable Term Loan B LIBOR Margin per annum. As The Applicable Margins as of the Closing Date, Date shall be determined by reference to the following table: Applicable Margins are as follows: Margin Per Annum Rate ----------------- -------------- Applicable Revolver Index Margin 1.751.25% Applicable Revolver LIBOR Margin 3.00% Applicable L/C Term Loan A Index Margin 1.25% Applicable Term Loan A LIBOR Margin 3.00% The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrower's quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 30, 2003. Adjustments in Term Loan B Index Margin 5.25% Applicable Margins shall be determined by reference to the following grids: If Total Leverage Level of Ratio is: Applicable Margins: -------- ------------------ > or =4.75 to 1.0 Level I > or =4.00 to 1.0, but Level II <4.75 to 1.0Term Loan B LIBOR Margin 7.00%

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender (or in the case of the Swing Line Loan, for the benefit of the Swing Line Lender), in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit AdvancesAdvances which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Credit Advances which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; (ii) with respect to such portion of the Term Loan B designated as an Index Rate Loan, based on the aggregate Revolving Credit Advances outstanding from time Index Rate plus the Applicable Term Loan B Index Margin per annum or, with respect to timesuch portion of the Term Loan B designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan B LIBOR Margin per annum; and (iiiii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. As of the Closing Date, the The Applicable Margins are as follows: Applicable Revolver Index Margin 1.752.00% Applicable Revolver LIBOR Margin 3.003.50% Applicable Term Loan B Index Margin 2.00% Applicable Term Loan B LIBOR Margin 3.50% Applicable L/C Margin 3.003.50% The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrower's quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 30, 2003. Adjustments in Applicable Margins shall be determined by reference to the following grids: If Total Leverage Level of Ratio is: Applicable Margins: -------- ------------------ > or =4.75 to 1.0 Level I > or =4.00 to 1.0, but Level II <4.75 to 1.0Unused Line Fee Margin 0.50%

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; (ii) with respect to the Term Loan B, the Index Rate plus the Applicable Term Loan B Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Term Loan B LIBOR Margin per annum and (iiiii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. As of the Closing Date, the The Applicable Margins are as follows: Applicable Revolver Index Margin 1.752.00 % Applicable Revolver LIBOR Margin 3.003.25 % Applicable Term Loan B Index Margin 2.00 % Applicable Term Loan B LIBOR Margin 3.25 % Applicable L/C Margin 3.00% The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrower's quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 30, 2003. Adjustments in Applicable Margins shall be determined by reference to the following grids: If Total Leverage Level of Ratio is: Applicable Margins: -------- ------------------ > or =4.75 to 1.0 Level I > or =4.00 to 1.0, but Level II <4.75 to 1.03.25 %

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; (ii) with respect to the Export-Related Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Export-Related Advances outstanding from time to time; (iii) with respect to the Term Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum; and (iiiv) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. As of the Closing Date, the The Applicable Margins are as follows: Applicable Revolver Index Margin 1.751.25% Applicable Revolver LIBOR Margin 3.002.75% Applicable L/C Term Loan Index Margin 3.002.25% The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrower's quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 30, 2003. Adjustments in Applicable Margins shall be determined by reference to the following grids: If Total Leverage Level of Ratio is: Applicable Margins: -------- ------------------ > or =4.75 to 1.0 Level I > or =4.00 to 1.0, but Level II <4.75 to 1.0Term Loan LIBOR Margin 3.75%

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of BorrowerBorrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; (ii) with respect to the Export-Related Advances, based on the aggregate Revolving Credit Advances outstanding from time Index Rate plus the Applicable Export-Related Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Export-Related LIBOR Margin per annum; (iii) with respect to timethe Permitted Overadvance, the Index Rate plus the Applicable Overadvance Loan Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Overadvance Loan LIBOR Margin per annum; and (iiiv) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. As of the Closing Date, the Applicable Margins are as follows: Applicable Revolver Index Margin 1.75% Applicable Revolver LIBOR Margin 3.00% Applicable L/C Margin 3.00% The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrower's quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 30, 2003. Adjustments in Applicable Margins shall be determined by reference to the following grids: If Total Leverage Level of Ratio is: Applicable Margins: -------- ------------------ > or =4.75 to 1.0 Level I > or =4.00 to 1.0, but Level II <4.75 to 1.0.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances, the Index Rate plus PLUS the Applicable Revolver Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus PLUS the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; (ii) with respect to the Term Loan, the Index Rate PLUS the Applicable Term Loan Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate PLUS the Applicable Term Loan LIBOR Margin per annum; and (iiiii) with respect to the Swing Line Loan, the Index Rate plus PLUS the Applicable Revolver Index Margin per annum. As of the Closing Date, the The Applicable Margins are as follows: Applicable Revolver Index Margin 1.751.25% Applicable Revolver LIBOR Margin 3.002.25% Applicable L/C Term Loan Index Margin 3.001.25% The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrower's quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 30, 2003. Adjustments in Applicable Margins shall be determined by reference to the following grids: If Total Leverage Level of Ratio is: Applicable Margins: -------- ------------------ > or =4.75 to 1.0 Level I > or =4.00 to 1.0, but Level II <4.75 to 1.0Term Loan LIBOR Margin 2.25%

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; (ii) with respect to the Term Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum; and (iiiii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. As of the Closing Date, the The Applicable Margins are as follows: Applicable Revolver Index Margin 1.751.25 % Applicable Revolver Index Margin 1.25 % Applicable Revolver LIBOR Margin 3.002.25 % Applicable L/C Term Loan Index Margin 3.001.25 % The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrower's quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 30, 2003. Adjustments in Applicable Margins shall be determined by reference to the following grids: If Total Leverage Level of Ratio is: Applicable Margins: -------- ------------------ > or =4.75 to 1.0 Level I > or =4.00 to 1.0, but Level II <4.75 to 1.0Term Loan LIBOR Margin 2.25 %

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Agent, for the ratable benefit of Lenders Lenders, in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit AdvancesAdvances which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Credit Advances which are designated as LIBOR Loans, at the election of BorrowerBorrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; (ii) with respect to such portion of the Term Loan designated as an Index Rate Loan, based on the aggregate Revolving Credit Advances outstanding from time Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to timesuch portion of the Term Loan designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum; and (iiiii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. As of the Closing Date, the The Applicable Margins are as follows: Applicable Revolver Index Margin 1.75.75% Applicable Revolver LIBOR Margin 3.002.75% Applicable Term Loan Index Margin .75% Applicable Term Loan LIBOR Margin 2.75% Applicable L/C Margin 3.00% The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrower's quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 30, 2003. Adjustments in Applicable Margins shall be determined by reference to the following grids: If Total Leverage Level of Ratio is: Applicable Margins: -------- ------------------ > or =4.75 to 1.0 Level I > or =4.00 to 1.0, but Level II <4.75 to 1.02.75%

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders Lenders, in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; (ii) with respect to the Term Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum; (iii) with respect to the CapEx Loan, the Index Rate plus the Applicable CapEx Loan Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable CapEx Loan LIBOR Margin per annum; and (iiiv) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. As of the Closing Date, the The Applicable Margins are as follows: Applicable Revolver Index Margin 1.75% Applicable Revolver LIBOR Margin 3.003.25% Applicable L/C Term Loan Index Margin 3.002.50% The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrower's quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 30, 2003. Adjustments in Term Loan LIBOR Margin 4.00% Applicable Margins shall be determined by reference to the following grids: If Total Leverage Level of Ratio is: Capex Loan Index Margin 2.50% Applicable Margins: -------- ------------------ > or =4.75 to 1.0 Level I > or =4.00 to 1.0, but Level II <4.75 to 1.0Capex Loan LIBOR Margin 4.00%

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to the Swing Line Term Loan, the Index Rate plus the Applicable Revolver Term Loan Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. As The Applicable Revolver LIBOR Margin and Applicable Term Loan LIBOR Margin will be 1.75% and 2.00% per annum, respectively, as of the Closing Date, the Applicable Margins are as follows: Applicable Revolver Index Margin 1.75% Applicable Revolver LIBOR Margin 3.00% Applicable L/C Margin 3.00% . The Applicable LIBOR Margins shall will be adjusted (up or down) prospectively by the Lender based on a quarterly basis as determined by Borrower's consolidated financial performance, commencing with during the immediately preceding twelve (12) months as reflected on Borrower's Financial Statements delivered to Lender hereunder, prospectively (i) upon the first day of the first calendar month that occurs more than 5 five (5) days after delivery of Borrower's quarterly 1997 audited Financial Statements to Lenders for the Fiscal Quarter ending September 30, 2003and (ii) on a quarterly basis thereafter. Adjustments in Applicable LIBOR Margins shall will be determined by reference to the following grids: If Total Leverage Debt Level of Ratio Service Coverage is: Applicable LIBOR Margins: -------- ------------------ > or =4.75 to 1.0 Level I > or =4.00 to 1.0, but Level II <4.75 to 1.0:

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; (ii) with respect to the Term Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum; and (iiiii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. As of the Closing Date, the The Applicable Margins are as follows: Periods prior to Restatement Closing Date: Periods on or after Restatement Closing Date: Applicable Revolver Index Margin 1.753.00 % 2.25 % Applicable Revolver LIBOR Margin 3.004.00 % 3.25 % Applicable L/C Term Loan Index Margin 3.003.00 % The 2.25 % Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrower's quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 30, 2003. Adjustments in Applicable Margins shall be determined by reference to the following grids: If Total Leverage Level of Ratio is: Applicable Margins: -------- ------------------ > or =4.75 to 1.0 Level I > or =Term Loan LIBOR Margin 4.00 to 1.0, but Level II <4.75 to 1.0% 3.25 %

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances, as determined by Agent, the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to the Swing Line Loan, as determined by Agent, the Index Rate plus the Applicable Revolver Index Margin per annum. As of the Closing Date, the The Applicable Margins are as follows: Applicable Revolver Index Margin 1.751.5% Applicable Revolver LIBOR Margin 3.003.0% Applicable L/C Commercial Paper Margin 3.003.0% The Applicable Margins Revolver LIBOR Margin shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's ’s consolidated financial performance, commencing with the first day as of the first calendar month that occurs more than 5 days after delivery of Borrower's quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 30, 2003date hereof. Adjustments in the Applicable Margins shall Revolver LIBOR Margin will be made only if Borrower’s Tangible Net Worth equals or exceeds $38,000,000.00 and will be determined by reference to the following gridsgrids based upon the four Fiscal Quarters then ended: If Total Leverage Level of Fixed Charge Coverage Ratio is: If Minimum Excess Availability is Greater Than: Level of Applicable Margins: -------- ------------------ > or =4.75 to 1.0 Level I > or =4.00 to 1.0, but Level II <4.75 to 1.0:

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with respect to the various Loans being made by each Lender (or in the case of the Swing Line Loan, for the benefit of the Swing Line Lender), in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit AdvancesAdvances which are designated as Index Rate Loans (and for all other Obligations not otherwise set forth below), the Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Credit Advances which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; (ii) with respect to such portion of the Term Loan B designated as an Index Rate Loan, based on the aggregate Revolving Credit Advances outstanding from time Index Rate plus the Applicable Term Loan B Index Margin per 9 annum or, with respect to timesuch portion of the Term Loan B designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan B LIBOR Margin per annum; and (iiiii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. As of the Closing Date, the The Applicable Margins are as follows: Applicable Revolver Index Margin 1.752.00% Applicable Revolver LIBOR Margin 3.003.50% Applicable Term Loan B Index Margin 2.00% Applicable Term Loan B LIBOR Margin 3.50% Applicable L/C Margin 3.003.50% The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrower's quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 30, 2003. Adjustments in Applicable Margins shall be determined by reference to the following grids: If Total Leverage Level of Ratio is: Applicable Margins: -------- ------------------ > or =4.75 to 1.0 Level I > or =4.00 to 1.0, but Level II <4.75 to 1.0Unused Line Fee Margin 0.50%

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of BorrowerBorrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; (ii) with respect to such portion of the Term Loan designated as an Index Rate Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, with respect to such portion of the Term Loan designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum; and (iiiii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. As of the Closing Date, the The Applicable Margins are as follows: Applicable Revolver Index Margin 1.752.25 % Applicable Revolver LIBOR Margin 3.003.25 % Applicable Term Loan Index Margin 2.25 % Applicable Term Loan LIBOR Margin 3.25 % Applicable L/C Margin 3.003.00 % The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrower's quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 30, 2003. Adjustments in Applicable Margins shall be determined by reference to the following grids: If Total Leverage Level of Ratio is: Applicable Margins: -------- ------------------ > or =4.75 to 1.0 Level I > or =4.00 to 1.0, but Level II <4.75 to 1.0Unused Line Fee Margin 0.75 %

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to the Swing Line LoanTerm Loan A, the Index Rate plus the Applicable Revolver Term Loan A Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Term Loan A LIBOR Margin per annum; (iii) with respect to Term Loan B, the Index Rate plus the Applicable Term Loan B Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Term Loan B LIBOR Margin per annum; and (iv) with respect to Term Loan C, thirteen percent (13%) per annum. As Notwithstanding the provisions of SECTION 1.10, interest on the Term Loan C (including interest on the Term Loan C at the Default Rate) may, at Borrower's option, be paid in kind by capitalizing such interest and adding it to the aggregate principal amount of the Closing DateTerm Loan C Note, the Applicable Margins are effective of as follows: Applicable Revolver Index Margin 1.75% Applicable Revolver LIBOR Margin 3.00% Applicable L/C Margin 3.00% The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrower's quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 30, 2003. Adjustments in Applicable Margins shall be determined by reference to the following grids: If Total Leverage Level of Ratio is: Applicable Margins: -------- ------------------ > or =4.75 to 1.0 Level I > or =4.00 to 1.0, but Level II <4.75 to 1.0applicable Interest Payment Date.

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, for the ratable benefit of Lenders Lenders, in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit AdvancesAdvances which are designated as Index Rate Loans, the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of Borrowerwith respect to Revolving Credit Advances which are designated as BA Rate Loans, the applicable LIBOR BA Rate plus the Applicable Revolver LIBOR BA Rate Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. As of the Closing Datedate hereof, the Applicable Margins are as follows: Applicable Revolver Index Margin 1.751.0% EXECUTION COPY Applicable Revolver LIBOR BA Rate Margin 3.00% Applicable L/C Margin 3.002.25% The Applicable applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's Playtex US’s and its Subsidiaries’ consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days one (1) day after delivery of Borrower's Playtex US’s quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 30closest to December 31, 20032005. Adjustments in Applicable Margins shall will be determined by reference to the following grids: If Total Leverage Interest Coverage Ratio is Level of Ratio is: Applicable Margins: -------- ------------------ > or =4.75 to 1.0 Level I > or =4.00 to 1.0, but Level II <4.75 to 1.0:

Interest and Applicable Margins. (a) Borrower Borrowers shall pay interest to Agent, for the ratable benefit of Lenders in accordance with the various Revolving Credit Advances and Swing Line Loans being made by each Lender, and in respect of all unreimbursed Letters of Credit Obligations, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit AdvancesAdvances and unreimbursed Letter of Credit Obligations and all other Obligations (other than LIBOR Loans and Swing Line Loans), the Index Rate plus PLUS the Applicable Revolver Index Margin per annum or, at the election of BorrowerBorrower Representative, the applicable LIBOR Rate plus PLUS the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to the Swing Line Loan, the Index Rate plus PLUS the Applicable Revolver Index Margin per annum. As , based on the aggregate amount of the Closing DateSwing Line Loan outstanding from time to time. The Applicable Margins, the Applicable Margins on a per annum basis, are as follows: APPLICABLE MARGIN AMOUNT ----------------- ------ Applicable Revolver Index Margin 1.751.50% Applicable Revolver LIBOR Margin 3.00% Applicable L/C Margin 3.00% The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrower's quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 30, 2003. Adjustments in Applicable Margins shall be determined by reference to the following grids: If Total Leverage Level of Ratio is: Applicable Margins: -------- ------------------ > or =4.75 to 1.0 Level I > or =4.00 to 1.0, but Level II <4.75 to 1.0Unused Line Fee Margin 0.50%

Interest and Applicable Margins. (a) Borrower shall pay interest to the Administrative Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit AdvancesTerm Loan A, at the election of Borrower, (A) the Index Rate plus the Applicable Revolver Term A Index Margin per annum or, or (B) at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver Term A LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to the Swing Line LoanTerm Loan B, at the election of Borrower, (A) the Index Rate plus the Applicable Revolver Term B Index Margin per annum or (B) the applicable LIBOR Rate plus the Applicable Term B LIBOR Margin per annum; and (iii) with respect to the Term Loan C, at the election of Borrower, (A) the Index Rate plus the Applicable Term C Index Margin per annum or (B) the applicable LIBOR Rate plus the Applicable Term C LIBOR Margin per annum. As of the Closing Date, the Applicable Margins The applicable margins are as follows: Applicable Revolver Term A Index Margin 1.752.00 % Applicable Revolver Term A LIBOR Margin 3.002.75 % Applicable L/Term B Index Margin 4.00 % Applicable Term B LIBOR Margin 4.75 % Applicable Term C Index Margin 3.006.75 % The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrower's quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 30, 2003. Adjustments in Applicable Margins shall be determined by reference to the following grids: If Total Leverage Level of Ratio is: Applicable Margins: -------- ------------------ > or =4.75 to 1.0 Level I > or =4.00 to 1.0, but Level II <4.75 to 1.0Term C LIBOR Margin 7.50 %

Interest and Applicable Margins. (a) Borrower shall pay interest to Agent, or Revolving Credit Agent, as appropriate, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances, the Index Base Rate plus the Applicable Revolver Index Base Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to the Swing Line Term Loan, the Index Base Rate plus the Applicable Revolver Index Term Loan Base Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. As of the Closing Date, the Applicable Margins are as follows: Revolver Base Margin, Applicable Revolver Index Margin 1.75% Term Loan Base Margin, Applicable Revolver LIBOR Margin 3.00% Margin, Applicable Term Loan LIBOR Margin, and Applicable L/C Margin 3.00will be 2.00%, 2.00%, 3.50%, 3.50%, and 3.50% per annum, respectively. The Applicable Margins shall will be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days three (3) Business Days after delivery of Borrower's quarterly Financial Statements to Lenders for the Fiscal Quarter ending September June 30, 20032001. Adjustments in Applicable Margins shall will be determined by reference to the following grids: If Total Leverage Level of Ratio is: Applicable Margins: -------- ------------------ > or =4.75 to 1.0 Level I > or =4.00 to 1.0, but Level II <4.75 to 1.0: