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 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 orannum, 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 The Applicable Index Margin and Applicable LIBOR Margin will be 0.50% 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 Margins shall will be adjusted (up or down) prospectively on a quarterly basis as determined by BorrowerUltimate Parent's consolidated financial performanceperformance for the four (4) most recently ended Fiscal Quarters as described below, commencing with the first day date specified below upon delivery to Lenders and Agent of the first calendar month that occurs more than 5 days after delivery of BorrowerUltimate Parent's quarterly Financial Statements to Lenders for the third Fiscal Quarter ending September 30, 20031999. Adjustments in Applicable Margins shall will be determined by reference to the following grids: If Total Leverage Level of Ratio isIF OPERATING CASH LEVEL OF FLOW RATIO IS: Applicable MarginsAPPLICABLE 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 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 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; annum and (ii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. As of During the Closing Dateperiod from the Second Amendment Effective Date through the Fiscal Quarter ending on or about July 31, 2004, 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 shall be based on Level II (regardless of EBITDA during such period). Thereafter, 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 reference to each of the first calendar month that occurs more than 5 days after delivery of Borrower's quarterly Financial Statements to Lenders for following grids: LEVEL OF IF LTM EBITDA IS: APPLICABLE MARGINS: ------------------------------------ ------------------- < $300,000,000 Level I >or= $300,000,000 but < $500,000,000 Level II >or= $500,000,000 but < $600,000,000 Level III >or= $600,000,000 Level IV APPLICABLE MARGINS LEVEL I LEVEL II LEVEL III LEVEL IV ------- -------- --------- -------- Applicable Revolver Index Margin 1.75% 1.50% 1.25% 1.00% Applicable Revolver LIBOR Margin 2.75% 2.50% 2.25% 2.00% Applicable Revolving Standby L/C Margin 2.75% 2.50% 2.25% 2.00% Applicable Revolving Documentary L/C Margin 1.50% 1.25% 1.25% 1.25% Any such adjustments in the Fiscal Quarter ending September 30, 2003. Adjustments in Applicable Margins shall be determined implemented quarterly on a prospective basis on the fifth (5th) day following the delivery of Financial Statements in accordance with paragraphs (b) or (d), as applicable, of Annex E evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Administrative Agent and Lenders a certificate, signed by a Financial Officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins (the "LTM EBITDA Certificate"). Failure to timely deliver such Financial Statements shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Margins to the highest level set forth in the foregoing grid, until the fifth (5th) day following the delivery of those Financial Statements demonstrating that such an increase is not required. If an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the third (3rd) Business Day following the date on which such Event of Default is waived or ceases to continue, as the case may be. (b) If any payment hereunder becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest based on the LIBOR Rate or calculated by reference to clause (b) of the following grids: definition of Index Rate shall be made by Administrative Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees are payable. If Total Leverage Level the Index Rate is calculated by reference to clause (a) of Ratio is: Applicable Margins: -------- ------------------ > the definition thereof, then computation of such interest shall be made by Administrative Agent on the basis of a 365/6-day year, as applicable, for the actual number of days occurring in the period for which such interest is payable. The Index Rate is a floating rate determined for each day. Each determination by Administrative Agent of interest rates and Fees hereunder shall be conclusive, final and binding on Borrower, absent manifest error. (d) So long as either (i) an Event of Default has occurred and is continuing under Section 8.1(a), (h) or =4.75 (i), or (ii) so long as any other Event of Default has occurred and is continuing and, in the case of this clause (ii), at the election of Administrative Agent (or upon the written request of the Majority Lenders) confirmed by written notice from Administrative Agent to 1.0 Level I > Borrower, the interest rates applicable to the Loans and the Letter of Credit Fees shall be increased by two percentage points (2%) per annum above the rates of interest or =4.00 the rate of such Fees otherwise applicable hereunder (the "Default Rate"), and all outstanding Obligations shall bear interest at the Default Rate applicable to 1.0such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is waived or ceases to continue, as the case may be, and shall be payable upon demand. (e) So long as no Event of Default has occurred and is continuing, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Revolving Credit Advances from Index Rate Loans to LIBOR Loans, or (iii) continue all or any portion of any Revolving Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Revolving Loan shall commence on the last day of the LIBOR Period of the Loan to be continued. Borrower shall have the option to convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, irrespective of whether an Event of Default has occurred. Any Revolving Credit Advances or group of Revolving Credit Advances having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of such amount. Any such election must be made by noon (New York time) on the third (3rd) Business Day prior to (A) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (B) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (C) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon (New York time) on the third (3rd) Business Day prior to the end of the LIBOR Period with respect thereto (or if an Event of Default has occurred and is continuing), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Administrative Agent in writing, including by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a "Notice of Conversion/Continuation") in the form of Exhibit 1.5(e). In furtherance of the foregoing, to the extent that any Loans are made as or converted into LIBOR Loans on or after the Closing Date but Level II <4.75 prior to 1.0the earlier of (i) forty-five (45) days after the Closing Date and (ii) the completion of primary syndication as determined by Administrative Agent, Borrower acknowledges and agrees that to the extent additional Lenders become parties to this Agreement during such period Borrower will, at the request of Administrative Agent, be required to repay any such outstanding LIBOR Loans prior to the end of the related Interest Period (which may be repaid with the proceeds of a new Revolving Credit Advance) and will pay any associated breakage costs as provided in Section 1.13(b). (f) Notwithstanding anything to the contrary set forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the "Maximum Lawful Rate"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate and any amounts received by any Lender hereunder in excess of the Maximum Lawful Rate shall be applied to the reduction of the principal amount of the Loans on a pro rata basis and not refunded to Borrower; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate.

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 : >1. 40 Level I > or =4.00 to 1.0, but Level II <4.75 to 1.0I

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 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% 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 : < 1. 00 Level I > or =4.00 to 1.0< 2.00, but ≥ 1.00 Level II <4.75 < 2.50, but ≥ 2.00 Level III < 3.00, but ≥ 2.50 Level IV ≥ 3.00 Level V Applicable Revolver Index Margin 1.50% 1.25% 1.00% 0.75% 0.50% Applicable Revolver LIBOR Margin 2.75% 2.50% 2.25% 2.00% 1.75% All adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, for each calendar month commencing (A) at least one (1) day after the date of delivery to 1.0Lenders of the Financial Statements of Playtex US and its Subsidiaries pursuant to Sections 4.2(a) and 4.2(b), as applicable, evidencing the need for an adjustment or (B) at least one (1) day after the date of delivery to Lenders of an Interim Annual Pricing Certificate if, at the option of the Borrower, such Interim Annual Pricing Certificate is delivered in accordance with Section 4.2(k)(ii), provided, however, that if, after a delivery of an Interim Annual Pricing Certificate, the audited Financial Statements of Playtex US and its Subsidiaries delivered pursuant to Section 4.2(b) with respect to the Fiscal Year covered by such Interim Annual Pricing Certificate demonstrate a need for an increase in the Applicable Margin as compared to the Applicable Margin implemented based on the Interim Annual Pricing Certificate, Borrower shall pay on demand to the Agent, and, in any event, the Agent shall be permitted to charge to the Revolving Loan, for the ratable benefit of the Lenders, the amount of interest that would have accrued on the Loans at those increased Applicable Margins from the date of the implementation of the Applicable Margins based on the Interim Annual Pricing Certificate less the amount of interest paid by the Borrower for such period; and provided, further, however, that failure to timely deliver the audited Financial Statements of Playtex US and its Subsidiaries pursuant to Section 4.2(b) with respect to the Fiscal Year covered by such Interim Annual Pricing Certificate shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Margins to the highest level set forth in the foregoing grid, commencing retroactively from the date of the implementation of the Applicable Margins based on the applicable Interim Annual Pricing Certificate until the first day of the first calendar month following the delivery of those Financial Statements demonstrating that such an increase is not required. Concurrently with the delivery of each Financial Statements pursuant to Sections 4.2(a) and 4.2(b), as applicable, Borrower shall deliver to Agent and Lenders the Pricing Certificate, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. If any Default or Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of BA Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Fees are payable. All computation of interest calculated on a per annum basis shall be made by Agent on the basis of a 365-day year with respect to BA Rate Loans and on the basis of a 365/366-day year with respect to Index Rate Loans, in each case for the actual number of days occurring for which such interest is payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be final, binding and conclusive on Borrower, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 6.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee shall, subject to the Interest Act (Canada), be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder (“Default Rate”). Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled Interest Payment Date set forth herein for such Obligation. (e) Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a BA Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to BA Rate Loans, (iii) convert any BA Rate Loan to an Index Rate Loan, subject to payment of the BA Breakage Cost in accordance with Section 1.3(d) if such conversion is made prior to the expiration of the BA Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a BA Rate Loan upon the expiration of the applicable BA Period and the succeeding BA Period of that continued Loan shall commence on the first day after the last day of the BA Period of the Loan to be continued. Any Loan or group of Loans having the same proposed BA Period to be made or continued as, or converted into, a BA Rate Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by 1:00 p.m. (Toronto time) on the 2nd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the BA Rate, (2) the end of each BA Period with respect to any BA Rate Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a BA Rate Loan for a BA Period designated by Borrower in such election. If no election is received with respect to a BA Rate Loan by 1:00 p.m. (Toronto time) on the 2nd Business Day prior to the end of the BA Period with respect thereto, that BA Rate Loan shall be converted to an Index Rate Loan at the end of its BA Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 1.2(e). No Loan shall be made, converted into or continued as a BA Rate Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a BA Rate Loan as a result thereof.

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, at the Index Rate rate equal to the last month end published rate for 30 day dealer commercial paper (high grade unsecured notes sold through dealers by major corporations in multiples of $1,000) which normally appears in the "Money Rate" column of the Wall Street Journal, plus the Applicable Revolver Index LIBOR Margin per annum. As of the Closing Date, the Applicable Margins are as follows: Applicable Revolver Index Margin 1.751.00% Applicable Revolver LIBOR Margin 3.002.50% Applicable L/C Margin 3.002.50% Applicable Unused Line Fee Margin .50% The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's consolidated financial performanceaverage daily excess Borrowing Availability for the quarter then ended, commencing with the first day of the first calendar month that occurs more than 5 five (5) days after delivery of Borrower's quarterly Financial Statements Compliance Certificate to Lenders for the Fiscal Quarter ending September June 30, 20032002. 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:

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 LIBO Rate plus the Applicable Revolver LIBOR LIBO Rate 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 LIBO Rate plus the Applicable Term Loan LIBO Rate 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 Term Loan Index Margin, Applicable Revolver LIBOR Margin 3.00% LIBO Rate Margin, Applicable Term Loan LIBO Rate Margin, Applicable L/C Margin 3.00and Applicable Unused Line Fee Margin will be 1.00%, 1.00%, 2.50%, 2.50%, 1.75%, and 0.50% per annum, respectively, as of the Closing Date. 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 five (5) days after delivery of Borrower's quarterly Financial Statements Financials to Lenders for the Fiscal Quarter ending September 30December 31, 20031999. 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

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 Second Restatement Amendment Date, 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 % Applicable Term Loan LIBOR Margin 4.00 % The Applicable Margins shall be adjusted (up or down) prospectively by reference to the following grids: If Consolidated Senior Leverage Ratio is: Level of Applicable Margins: ≥ 3.50:1.0 Level I <3.50:1.0, but ≥ 3.00:1.0 Level II <3.00:1.0, but ≥ 2.50:1.0 Level III <2.50:1.0 Xxxxx XX Applicable Revolver Index Margin 3.25 % 3.00 % 2.75 % 2.50 % Applicable Revolver LIBOR Margin 4.25 % 4.00 % 3.75 % 3.50 % Applicable Term Loan Index Margin 3.25 % 3.00 % 2.75 % 2.50 % Applicable Term Loan LIBOR Margin 4.25 % 4.00 % 3.75 % 3.50 % Adjustments in the Applicable Margins commencing with the Fiscal Quarter ending September 30, 2008 shall be implemented quarterly on a prospective basis, for each calendar month commencing no later than five (5) days after the date of delivery to Lenders of the quarterly unaudited or annual audited (as applicable) Financial Statements evidencing the need for an adjustment (as required in Annex E or otherwise). 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 as determined by Borrower's consolidated financial performancefor the continuance of, commencing with or any change in, the Applicable Margins. Failure to deliver such Financial Statements timely shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Margins to the highest level set forth in the foregoing grid, until the first day of the first calendar month that occurs more than 5 days after following the delivery of Borrower's quarterly those Financial Statements demonstrating that such an increase is not required. If a Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to Lenders be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which such Default or Event of Default is waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year (or, in the case of interest on Index Rate Loans, a 365 or 366 day year, as applicable), in each case for the Fiscal Quarter ending September 30, 2003actual number of days occurring in the period for which such interest and Fees are payable. Adjustments in Applicable Margins The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be determined by reference final, binding and conclusive on Borrower, absent manifest error. (d) So long as an Event of Default has occurred and is continuing, the interest rates applicable to the following grids: Loans shall be increased by two percentage points (2%) per annum above the rates of interest otherwise applicable hereunder ("Loan Default Rate"), and all outstanding Loans shall bear interest at the Loan Default Rate applicable to such Loans. Interest at the Loan Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand. Any other amounts payable hereunder (other than the Loans) or the other Loan Documents that are not paid when due shall bear interest, from the date when due until paid in full, at a rate per annum equal to the Index Rate plus the Applicable Term Loan Index Margin plus two percentage points (2%). (e) So long as no Event of Default has occurred and is continuing, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by 11:00 a.m. (New York time) on the third Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If Total Leverage Level no election is received with respect to a LIBOR Loan by 11:00 a.m. (New York time) on the third Business Day prior to the end of Ratio is: Applicable Margins: -------- ------------------ > the LIBOR Period with respect thereto (or =4.75 an Event of Default has occurred and is continuing), that LIBOR Loan shall be converted to 1.0 Level I > an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by telecopy or =4.00 overnight courier. In the case of any conversion or continuation, such election must be made pursuant to 1.0a written notice (a "Notice of Conversion/Continuation") in the form of Exhibit 1.5(e). (f) Notwithstanding anything to the contrary set forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the "Maximum Lawful Rate"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but Level II <4.75 for the operation of this paragraph) the interest rate payable since the Original Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 1.5(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to 1.0the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 1.5(f), a court of competent jurisdiction shall finally determine that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess in the order specified in Section 1.11 and thereafter shall refund any excess to Borrower or as a court of competent jurisdiction may otherwise order.

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; and (ii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. As The Applicable Revolver Index Margin and Applicable Revolver LIBOR Margin shall be 0.50% 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 Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's the Fixed Charge Coverage Ratio of Borrowers and their Subsidiaries on a consolidated financial performancebasis for the 12-month period then ended, commencing with the first day of the first calendar month that occurs more than 5 five days after delivery of Borrower's Borrowers' quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 30December 31, 20032000. 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:

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; 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 1.75.50% Applicable Revolver LIBOR Margin 3.00% Applicable L/C Margin 3.002.75% The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrower's Borrowers' consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrower's Borrowers' quarterly Financial Statements to Lenders for the Fiscal Quarter ending September 30, 20032002. 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 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 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 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 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; provided, based on the aggregate that Revolving Credit Advances outstanding from time to timewith a LIBOR Period of less than one month shall be paid at the applicable LIBOR Rate plus the Applicable LIBOR Margin plus 0.0625%; and (ii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin less the Applicable Unused Line Fee Margin per annum. As of the Closing Restatement Date, the Applicable Margins are as follows: Applicable Revolver Index Margin 1.750.25 % Applicable Revolver LIBOR Margin 3.001.50 % Applicable L/C Margin 3.001.50 % Applicable Unused Line Fee Margin 0.375 % The Applicable Margins (other than the Applicable Unused Line Fee Margin) may be adjusted by reference to the following grids: Applicable Index Margin 1.25 % 1.00 % 0.75 % 0.50 % 0.25 % Applicable LIBOR Margin 2.50 % 2.25 % 2.00 % 1.75 % 1.50 % Applicable L/C Margin 2.50 % 2.25 % 2.00 % 1.75 % 1.50 % ; provided, (i) if the Consolidated Leverage Ratio set forth in the Applicable Margin Certificate (as defined below), as calculated for the immediately preceding four (4) Fiscal Quarters, shall be less than 2.00 to1.0, the Applicable Margins listed within Levels III and IV above shall be reduced by an additional 0.25%, and (ii) if (A) the Consolidated Leverage Ratio set forth in the Applicable Margin Certificate, as calculated for the immediately preceding four (4) Fiscal Quarters, shall be less than 1.00 to 1.0 and (B) the Average Borrowing Availability is in excess of $150,000,000, then (I) the Applicable Index Margin shall be 0.00% and (II) each of the Applicable LIBOR Margin and the Applicable L/C Margin shall be 1.25%. The Applicable Unused Line Fee Margin may be adjusted by reference to the following grids: Applicable Unused Line Fee Margin 0.50 % 0.375 % Adjustments (up or downincluding those adjustments set forth above) prospectively in the Applicable Margins commencing with the calendar month ending June 30, 2005 shall be implemented monthly on a quarterly basis as determined by Borrower's consolidated financial performanceprospective basis, commencing on the date which is two (2) Business Days after the date of delivery to the Agents of the Borrowing Base Certificate dated and accurate as of the last day of the most recently completed calendar month evidencing the need for an adjustment, together with a certificate, to the extent applicable, signed by a Responsible Officer and substantially in the form of Exhibit 1.5(a) attached hereto, setting forth in reasonable detail the basis for any change in the Applicable Margins due solely as a result of the Consolidated Leverage Ratio calculations noted above (the “Applicable Margin Certificate”). Following the delivery of such Borrowing Base Certificate (and the Applicable Margin Certificate, to the extent applicable), Administrative Agent shall notify Borrower, the other Agent and Lenders of any change in the Applicable Margins. Failure by Borrower to timely deliver such month-end Borrowing Base Certificate shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Margins to the highest level set forth in the foregoing grids until the first day of the calendar month following the month in which a month-end Borrowing Base Certificate is delivered demonstrating that such an increase is not required. If an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month that occurs more following the month in which such Event of Default is waived or cured. (b) If any payment on any Loan becomes due and payable on a day other than 5 days after delivery a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of Borrower's quarterly Financial Statements LIBOR Period) and, with respect to Lenders payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest shall be made by Administrative Agent on the basis of a 360-day year (except that, with respect to Index Rate Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365-day or 366-day year, as the case may be), in each case for the Fiscal Quarter ending September 30, 2003actual number of days elapsed in the period for which such interest and Fees are payable. Adjustments in Applicable Margins The Index Rate is a floating rate determined for each day. Each determination by Administrative Agent of interest rates and Fees hereunder shall be determined presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a) or (f), or so long as any other Event of Default has occurred and is continuing and at the election of the Administrative Agent or the Inventory and Receivables Security Agent (or upon the written request of Requisite Lenders) confirmed by reference written notice from Administrative Agent to Borrower, the interest rates applicable to the following grids: Loans and the Letter of Credit Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder unless the Administrative Agent, the Inventory and Receivables Security Agent or Requisite Lenders elect to impose a smaller increase (the “Default Rate”), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand. (e) Subject to the conditions precedent set forth in Section 2.2, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of such amount. Any such election must be made by 2:00 p.m. (New York time) on the third Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If Total Leverage Level no election is received with respect to a LIBOR Loan by 2:00 p.m. (New York time) on the third Business Day prior to the end of Ratio is: Applicable Margins: -------- ------------------ > the LIBOR Period with respect thereto (or =4.75 if a Default or an Event of Default has occurred and is continuing or the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to 1.0 Level I > an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Administrative Agent in writing, by telecopy or =4.00 overnight courier. In the case of any conversion or continuation, such election must be made pursuant to 1.0a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 1.5(e). (f) Notwithstanding anything to the contrary set forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but Level II <4.75 for the operation of this paragraph) the interest rate payable since the Restatement Date as otherwise provided in this Agreement. In no event shall the total interest received by any Lender pursuant to 1.0the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate.