Common use of Interest and Applicable Margins Clause in Contracts

Interest and Applicable Margins. (a) 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 Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. The Applicable Margins shall be adjusted prospectively on the first day of each Fiscal Quarter based on the average daily Borrowing Availability for the immediately preceding Fiscal Quarter in accordance with the following grids: > $50,000,000 Level I < $50,000,000, but > $30,000,000 Level II < $30,000,000, but > $20,000,000 Level III < $20,000,000 Level IV Applicable Revolver Index Margin 1.000% 1.250% 1.375% 1.500% Applicable Revolver LIBOR Margin 2.250% 2.500% 2.625% 2.750% Applicable L/C Margin 2.250% 2.500% 2.625% 2.750% Applicable Unused Line Fee Margin 0.375% 0.375% 0.375% 0.375% From the Closing Date until the first day of the month beginning after delivery of the first Borrowing Base Certificate after the first Fiscal Quarter ending at least six (6) months after the Closing Date, the Applicable Margins shall be those set forth for Level II above. (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 (other than interest calculated at the Index Rate, which shall be on the basis of a 365/366-day year) in each case for the actual number of days occurring in the period for which such interest and Fees are 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 presumptive evidence of the correctness of such rates and Fees. (d) (i) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (h) or (i) 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 Representative, 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 the rate of such Fees otherwise applicable hereunder (the “Default Rate”), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations.

Interest and Applicable Margins. (a) Borrowers 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 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. The Applicable Margins shall be adjusted prospectively on . (i) the fifth Business ----------------------- Day after delivery of Parent's audited Financial Statements to Lenders for the Fiscal Year ending January 31, 1998 or (ii) the first day on which the Fixed Asset Availability is permanently reduced by an amount equal to 33 1/3% of each Fiscal Quarter based on the average daily Borrowing Maximum Fixed Asset Availability for as of the immediately preceding Fiscal Quarter Closing Date. Adjustments in accordance with Applicable Margins will be determined by reference to the following grids: > $50,000,000 If Interest Level of Coverage Ratio is: Applicable Margins: ----------------- ------------------ greater than 3.5:1.0 Level I < $50,000,000greater than 2.75:1.0, but > $30,000,000 less than or equal to 3.5:1.0 Level II < $30,000,000greater than 2.5:1.0, but > $20,000,000 less than or equal to 2.75:1.0 Level III < $20,000,000 greater than 2.0:1.0, but less than or equal to 2.5:1.0 Level IV less than 2.0:1.0 Level V Applicable Margins ------------------ Level I Level II Level III Level IV Level V ------- -------- --------- -------- ------- Applicable Revolver 0.25% 0.50% 0.75% 1.00% 1.25% Index Margin 1.000% 1.250% 1.375% 1.500% Applicable Revolver LIBOR 1.75% 2.00% 2.25% 2.50% 2.75% Margin 2.250Notwithstanding the foregoing, the Applicable Margins with respect to the aggregate amount of Advances outstanding on any date in excess of the Aggregate Borrowing Base, as of such date, determined with reference solely to Eligible Inventory shall be equal to the then otherwise Applicable Margin plus .50% 2.500% 2.625% 2.750% All adjustments in the Applicable L/C Margin 2.250% 2.500% 2.625% 2.750% Margins after the Initial Adjustment Date will be implemented quarterly on a prospective basis, for each calendar month commencing after the date of delivery to Lenders of the quarterly unaudited or annual audited (as applicable) Financial Statements of Parent evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower Representative shall deliver to Administrative 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 Unused Line Fee Margin 0.375% 0.375% 0.375% 0.375% From Margins. Failure to deliver such Financial Statements shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Closing Date Applicable Margins to the highest level set forth in the foregoing grid, until the first day of the first calendar month beginning after following the delivery of those Financial Statements demonstrating that such an increase is not required. If an Event of Default shall have occurred or be 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 Borrowing Base Certificate after calendar month following the first Fiscal Quarter ending at least six (6) months after the Closing Date, the Applicable Margins shall be those set forth for Level II abovedate on 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 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 Administrative Agent on the basis of a three hundred and sixty (360-day year (other than interest calculated at the Index Rate, which shall be on the basis of a 365/366-) day year) , in each case for the actual number of days occurring in the period for which such interest and Fees are payable. The Index Rate is a floating rate shall be determined for each day based upon the Index Rate as in effect each day. Each determination by Administrative Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Feesconclusive, absent error. (d) (i) So long as an any Event of Default has shall have occurred and is continuing under Section 8.1(a)be continuing, (h) or (i) or so long as any other Event of Default has occurred and is continuing and at the election of Administrative Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Administrative Agent to Borrower Representative, 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 the rate of such Fees otherwise applicable hereunder (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) So long as no Default or Event of Default shall have occurred and be continuing, and subject to the additional conditions precedent set forth in Section 2.2, Borrower Representative shall have the option to (i) request that ----------- any Revolving Credit Advances 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 last day of the LIBOR Period of the Loan to be continued. Any Loan to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $10,000,000 and integral multiples of $1,000,000 in excess of such amount. Any such election must be made by 11:00 a.m. (New York time) on the third (3rd) 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 Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by 11:00 a.m. (New York time) on the third (3rd) Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default or an Event of Default shall have occurred and be continuing or if the additional conditions precedent set forth in Section 2.2 ----------- shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Administrative Agent in writing, 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). No Loan may be made as or converted into a LIBOR Loan having -------------- a LIBOR Period in excess of one month until the earlier of (i) forty-five (45) days after the Closing Date or (ii) the date on which the Administrative Agent advises Borrower Representative that the primary syndication of the Revolving Loan has been completed and the Administrative Agent agrees to do so promptly after such completion. The Borrowers hereby acknowledge and agree that the Borrowers shall be responsible for the payment of all LIBOR funding breakage costs in accordance with Section 1.13(b) during the primary syndication period. --------------- (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, Borrowers 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 which 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. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 1.5(a) --------------- through (e) above, 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 the terms hereof exceed the amount which 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, Administrative 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 Borrowers or as a court of competent jurisdiction may otherwise order.

Interest and Applicable Margins. (a) Borrowers 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 RepresentativeBorrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to . As of the Swing Line LoanClosing Date, the Index Rate plus the Applicable Margins are as follows: Applicable Revolver Index Margin per annum. 0.00% Applicable Revolver LIBOR Margin 1.25% Applicable L/C Margin 1.25% Applicable Unused Line Fee Margin 0.375% The Applicable Margins shall be adjusted prospectively on the first day of each Fiscal Quarter based on the average daily Borrowing Availability for the immediately preceding Fiscal Quarter in accordance with by reference to the following grids: LEVEL OF IF REFERENCE AVAILABILITY IS: APPLICABLE MARGINS: ---------------------------- ------------------ >$35,000,000 Level I > $50,000,000 Level I < $50,000,00025,000,000, but < or = $35,000,000 Level II > $30,000,000 Level II < $30,000,00015,000,000, but > < or = $20,000,000 25,000,000 Level III < or = $20,000,000 15,000,000 Level IV APPLICABLE MARGINS ------------------- L▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ------ ------- -------- -------- Applicable Revolver 0.00% 0.00% 0.25% 0.50% Index Margin 1.000% 1.250% 1.375% 1.500% Applicable Revolver LIBOR Margin 2.2501.25% 2.5001.50% 2.6251.75% 2.7502.00% Applicable L/C Margin 2.2501.25% 2.5001.50% 2.6251.75% 2.7502.00% Applicable Unused Line Fee Margin 0.375% 0.375% 0.3750.25% 0.3750.25% From Adjustments in the Closing Date until Applicable Margins commencing with the Fiscal Quarter ending on or about December 31, 2005 shall be implemented quarterly on a prospective basis, commencing on the first day of the calendar month beginning that begins after the date of delivery to Lenders of the Compliance Certificate delivered to Agent and Lenders pursuant to paragraph (b) of Annex E with respect to a Fiscal Quarter evidencing the need for an adjustment. Concurrently with the delivery of such Compliance Certificate, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the first Borrowing Base Certificate after basis for the first Fiscal Quarter ending at least six (6) months after the Closing Datecontinuance of, or any change in, the Applicable Margins. Failure to timely deliver such Compliance 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, until the date of the delivery of a Compliance Certificate 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 those set forth for Level II abovedeferred until the date on 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 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 (other than interest calculated at the Index Rateyear, which shall be on the basis of a 365/366-day year) in each case for the actual number of days occurring in the period for which such interest and Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate rates and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) (i) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (h) or (i) ), 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 RepresentativeBorrower, 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 highest interest rate on the grid of interest or the rate of such Fees otherwise applicable hereunder unless 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 $2,000,000 and integral multiples of $1,000,000 in excess of such amount. Any such election must be made by 11:00 a.m. (Chicago 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 no election is received with respect to a LIBOR Loan by 11:00 a.m. (Chicago time) on the Third Business Day prior to the end of the LIBOR Period with respect thereto (or 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 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 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). (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 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) Borrowers Borrower shall pay interest to Agent, for the ratable benefit of Lenders in accordance with the various Revolving 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, at the Index Rate plus the Applicable Revolver Index Margin per annum or, at based on the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect aggregate Revolving Credit Advances outstanding from time to the Swing Line Loan, the Index Rate plus the time. The Applicable Revolver Index Margin Margin, Applicable Standby L/C Fee and Applicable Unused Line Fee will be 2.25%, 2.00% and .375% 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 financial performance, commencing with the first day of each Fiscal Quarter based on the average daily Borrowing Availability first calendar month that occurs more than five (5) days after delivery of Borrower's quarterly Financial Statements to Lenders for the immediately preceding applicable Fiscal Quarter Quarter(s) set forth below. Adjustments in accordance with Applicable Margins will be determined by reference to the following grids: > APPLICABLE MARGIN FOR FISCAL QUARTER ENDING DECEMBER 31, 1999: If Adjusted EBITDA is: Level of Applicable Margins: >$50,000,000 15,000,000 Level I >$13,000,000, but < $50,000,00015,000,000 Level II >$ 9,000,000, but > < $30,000,000 13,000,000 Level III >$ 8,000,000, but < $ 9,000,000 Level IV < $ 8,000,000 Level V APPLICABLE MARGINS FOR 2 FISCAL QUARTERS ENDING MARCH 31, 2000: If Adjusted EBITDA is: Level of Applicable Margins: >$23,000,000 Level I >$19,500,000, but < $23,000,000 Level II >$13,500,000, but < $30,000,00019,500,000 Level III >$12,000,000, but > < $20,000,000 13,500,000 Level IV <$12,000,000 Level V APPLICABLE MARGINS FOR 3 FISCAL QUARTERS ENDING JUNE 30, 2000: If Adjusted EBITDA is: Level of Applicable Margins: >$30,500,000 Level I >$26,000,000, but < $30,500,000 Level II >$18,500,000, but < $26,000,000 Level III >$16,500,000, but < $20,000,000 18,500,000 Level IV <$16,500,000 Level V APPLICABLE MARGINS FOR 4 FISCAL QUARTERS ENDING SEPTEMBER 30, 2000: If Adjusted EBITDA is: Level of Applicable Margins: >$35,000,000 Level I >$32,500,000, but < $35,000,000 Level II >$24,000,000, but < $32,500,000 Level III >$21,000,000, but < $24,000,000 Level IV <$21,000,000 Level V APPLICABLE MARGINS FOR 4 FISCAL QUARTERS ENDING DECEMBER 31, 2000 AND THEREAFTER: If Adjusted EBITDA is: Level of Applicable Margins: >$38,000,000 Level I >$35,000,000, but < $38,000,000 Level II >$26,000,000, but < $35,000,000 Level III >$23,000,000, but < $26,000,000 Level IV <$23,000,000 Level V Applicable Margins Level I Level II Level III Level IV Level V Applicable Revolver Index 1.75% 2.0% 2.25% 2.50% 2.75% Margin 1.000% 1.250% 1.375% 1.500% Applicable Revolver LIBOR Margin 2.250% 2.500% 2.625% 2.750% Applicable Standby L/C Margin 2.250Fee 1.75% 2.5002.0% 2.6252.0% 2.7502.0% 2.25% Applicable Unused Line Fee Margin 0.375.25% 0.375.375% 0.375.375% 0.375.375% From .50% All adjustments in the Closing Date Applicable Margins after December 31, 1999 shall be implemented quarterly on a prospective basis, for each calendar month commencing at least 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. 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. 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 first day of the first calendar month beginning after following the delivery of 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 be implemented, that reduction shall be deferred until the first day of the first Borrowing Base Certificate after calendar month following the first Fiscal Quarter ending at least six (6) months after date on which such Default or Event of Default is waived or cured. Notwithstanding anything to the Closing Datecontrary set forth herein, the Applicable Margins shall not be those set forth adjusted down unless Excess Cash Flow exists for Level II abovethe four most recent Fiscal Quarters then ended (or with respect to any Fiscal Quarter ending on or before September 30, 2000, the period commencing on October 1, 1999 and ending on the last day of such Fiscal Quarter). (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 three hundred and sixty (360-day year (other than interest calculated at the Index Rate, which shall be on the basis of a 365/366-) day year) , in each case for the actual number of days occurring in the period for which such interest and Fees are 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 presumptive evidence of the correctness of such rates and Feesconclusive, absent manifest error. (d) So long (i) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (h8.1(h) or (i), or (ii) or so long as any other Event of Default has shall have occurred and is be continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower RepresentativeBorrower, then the interest rates applicable to the Loans and the Letter of Credit Fees shall be increased by two percentage points percent (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder (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 Default or Event of Default until that Default or Event of Default is cured or waived and shall be payable upon demand. (e) 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 which 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. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 1.5(a) through (d) above, 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 the terms hereof exceed the amount which 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(e), 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) Borrowers 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 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. The Applicable Revolver Index Margin, and Applicable Revolver LIBOR Margin, will be 0.25%, and 1.50% per annum, respectively, as of the Effective Date. The Applicable Margins shall will be adjusted (up or down) prospectively on the first day of each Fiscal Quarter based on the average daily Borrowing Availability a quarterly basis as determined by Parent's consolidated financial performance for the immediately preceding Fiscal Quarter trailing four quarters most recently ended, commencing on June 1, 2003 (the "Initial Adjustment Date"). Adjustments in accordance with Applicable Margins will be determined by reference to the following grids: IF FIXED CHARGE IF AVERAGE EXCESS LEVEL OF COVERAGE RATIO IS: AVAILABILITY FOR QUARTER IS: APPLICABLE MARGINS: ----------------- --------------------------- ------------------ > or = 1.1:1.0 > or = $50,000,000 50MM Level I > or = 1.1:1.0 < $50,000,000, but 50MM > or = $30,000,000 40MM Level II < > or = 1.1:1.0 <$30,000,000, but > $20,000,000 40MM Level III < <1.1:1.0 > or = $20,000,000 50MM Level IV <1.1:1.0 <$50MM > or = $40MM Level V <1.1:1.0 <$40MM > or = $30MM Level VI <1.1:1.0 <$30MM ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ ------- -------- --------- -------- ------- -------- --------- Applicable Revolver Index Margin 1.0000.25% 1.2500.25% 1.3750.50% 1.5000.25% 0.50% 0.75% 1.00% Applicable Revolver LIBOR Margin 2.2501.5% 2.5001.75% 2.6252.00% 2.7501.75% Applicable L/C Margin 2.2502.00% 2.5002.25% 2.625% 2.7502.50% Applicable Unused Line Facility Fee Margin 0.25% 0.25% 0.375% 0.25% 0.25% 0.375% 0.375% 0.375% From For purposes of this Section 1.5(a), the Closing Fixed Charge Coverage Ratio shall be calculated without adjustments for any Special Capital Expenditures. Notwithstanding the foregoing, the Applicable Margins with respect to the aggregate amount of Advances outstanding on any date in excess of the Aggregate Borrowing Base, as of such date, determined with reference solely to Eligible Inventory shall be equal to the then otherwise Applicable Margin plus .50%. All adjustments in the Applicable Margins after the Initial Adjustment Date will be implemented quarterly on a prospective basis, for each calendar month commencing after the date of delivery to Lenders of the quarterly unaudited or annual audited (as applicable) Financial Statements of Parent evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower Representative shall deliver to Administrative 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. Failure to 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 first day of the first calendar month beginning after following the delivery of those Financial Statements demonstrating that such an increase is not required. If an Event of Default shall have occurred or be 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 Borrowing Base Certificate after calendar month following the first Fiscal Quarter ending at least six (6) months after the Closing Date, the Applicable Margins shall be those set forth for Level II abovedate on 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 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 Administrative Agent on the basis of a three hundred and sixty (360-day year (other than interest calculated at the Index Rate, which shall be on the basis of a 365/366-) day year) , in each case for the actual number of days occurring in the period for which such interest and Fees are payable. The Index Rate is a floating rate shall be determined for each day based upon the Index Rate as in effect each day. Each determination by Administrative Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Feesconclusive, absent error. (d) (i) So long as an any Event of Default has shall have occurred and is continuing under Section 8.1(a)be continuing, (h) or (i) or so long as any other Event of Default has occurred and is continuing and at the election of Administrative Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Administrative Agent to Borrower Representative, 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 the rate of such Fees otherwise applicable hereunder (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) So long as no Default or Event of Default shall have occurred and be continuing, and subject to the additional conditions precedent set forth in Section 2.2, Borrower Representative shall have the option to (i) request that any Revolving Credit Advances 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 last day of the LIBOR Period of the Loan to be continued. Any Loan to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $10,000,000 and integral multiples of $1,000,000 in excess of such amount. Any such election must be made by 11:00 a.m. (New York time) on the third (3rd) 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 Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by 11:00 a.m. (New York time) on the third (3rd) Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default or an Event of Default shall have occurred and be continuing or if the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Administrative Agent in writing, 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). (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, Borrowers 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 which would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Initial Closing Date or the Effective 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) above, 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 the terms hereof exceed the amount which 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, Administrative 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 Borrowers or as a court of competent jurisdiction may otherwise order.