<PAGE>

                                                                    Exhibit 10.1


================================================================================




                                  $625,000,000

                                CREDIT AGREEMENT

                                      among

                             PLAYTEX PRODUCTS, INC.,
                                 as the Borrower

                               The Several Lenders




   from Time to Time Parties Hereto,

                           CREDIT SUISSE FIRST BOSTON

                           as the Administrative Agent

                            Dated as of May 22, 2001

                          Lead Arranger and Bookrunner:

                           CREDIT SUISSE FIRST BOSTON



================================================================================




<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE
                                   SECTION 1.

                                   DEFINITIONS

1.1         Defined Terms......................................................2
1.2         Other Definitional Provisions.....................................31

                                   SECTION 2.

                AMOUNT AND TERMS OF REVOLVING CREDIT COMMITMENTS

2.1         Revolving Credit Commitments......................................32
2.2         Procedure for Revolving Credit Borrowing..........................32
2.3         Termination or Reduction of Revolving Credit Commitments..........33
2.4         Swing Line Commitment.............................................33
2.5         Increased Commitments; Additional Lenders.........................36

                                   SECTION 3.

                                LETTERS OF CREDIT

3.1         L/C Commitment....................................................37
3.2         Procedure for Issuance of Letters of Credit.......................38
3.3         L/C Participations................................................38
3.4         Reimbursement Obligation of the Borrower..........................39
3.5         Obligations Absolute..............................................40
3.6         Letter of Credit Payments.........................................40
3.7         Application.......................................................41

                                   SECTION 4.

                                  TERM A LOANS

4.1         Term A Loans......................................................41
4.2         Procedure for Closing Date Term A Loan Borrowing..................41

                                   SECTION 5.

                                  TERM B LOANS

5.1         Term B Loans......................................................41
5.2         Procedure for Closing Date Term B Loan Borrowing..................42

                                   SECTION 6.

                               GENERAL PROVISIONS

                                       i
<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE

6.1         Fees..............................................................42
6.2         Repayment of Loans; Evidence of Debt..............................43
6.3         Optional and Mandatory Prepayment;
            Mandatory Commitment Reductions...................................45
6.4         Conversion and Continuation Options...............................48
6.5         Maximum Number of Interest Periods................................49
6.6         Interest Rates and Payment Dates..................................49
6.7         Computation of Interest and Fees..................................50
6.8         Inability to Determine Interest Rate..............................50
6.9         Pro Rata Treatment and Payments...................................51
6.10        Illegality........................................................54
6.11        Requirements of Law...............................................54
6.12        Taxes.............................................................56
6.13        Indemnity.........................................................59
6.14        Replacement of Lender.............................................60

                                   SECTION 7.

                         REPRESENTATIONS AND WARRANTIES

7.1         Financial Condition...............................................60
7.2         No Change.........................................................61
7.3         Corporate Existence; Compliance with Law..........................61
7.4         Corporate Authorization; Enforceable Obligations..................61
7.5         Conduct of Business...............................................62
7.6         No Legal Bar......................................................62
7.7         No Material Litigation............................................62
7.8         No Default........................................................63
7.9         Ownership of Property; Liens......................................63
7.10        Intellectual Property.............................................63
7.11        No Burdensome Restrictions........................................63
7.12        Taxes.............................................................63
7.13        Federal Regulations...............................................64
7.14        ERISA.............................................................64
7.15        Investment Company Act; Other Regulations.........................64
7.16        Subsidiaries......................................................64
7.17        Purpose of Loans..................................................64
7.18        Environmental Matters.............................................65
7.19        Senior Indebtedness...............................................66
7.20        Disclosure........................................................66
7.21        Collateral Documents..............................................67
7.22        Solvency..........................................................67

                                   SECTION 8.

                              CONDITIONS PRECEDENT

                                       ii
<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE

8.1         Conditions to Effectiveness.......................................67
8.2         Conditions to Each Extension of Credit............................73

                                   SECTION 9.

                              AFFIRMATIVE COVENANTS

9.1         Financial Statements..............................................73
9.2         Certificates; Other Information...................................74
9.3         Payment of Obligations............................................75
9.4         Conduct of Business and Maintenance of Existence..................75
9.5         Maintenance of Property; Insurance................................75
9.6         Inspection of Property, Books and Records; Discussion.............76
9.7         Notices...........................................................76
9.8         Environmental Laws................................................77
9.9         Consummation of the Transactions..................................77
9.10        Existing and Future Mortgages.....................................77
9.11        Real Estate Appraisals............................................78

                                   SECTION 10.

                               NEGATIVE COVENANTS

10.1        Financial Condition Covenants.....................................78
10.2        Limitation on Indebtedness........................................79
10.3        Limitation on Liens...............................................81
10.4        Limitation on Guarantee Obligations...............................83
10.5        Limitation on Fundamental Changes.................................84
10.6        Limitation on Sale of Assets......................................84
10.7        Limitation on Dividends...........................................85
10.8        Limitation on Capital Expenditures................................86
10.9        Limitation on Investments, Loans and Advances.....................86
10.10       Certain Provisions Relating to Other Debt Instruments.............87
10.11       Limitation on Transactions with Affiliates........................88
10.12       Limitation on Sales and Leasebacks................................89
10.13       Limitation on Changes in Fiscal Year..............................89
10.14       Limitation on Negative Pledge Clauses.............................89
10.15       Amendment of Articles of Incorporation............................89
10.16       Holdings Reorganization...........................................89

                                   SECTION 11.

                                EVENTS OF DEFAULT

                                      iii
<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE

                                   SECTION 12.

                                   THE AGENTS

12.1        Appointment.......................................................94
12.2        Delegation of Duties..............................................94
12.3        Exculpatory Provisions............................................94
12.4        Reliance by Agents................................................94
12.5        Notice of Default.................................................95
12.6        Non-Reliance on Agents and Other Lenders..........................95
12.7        Indemnification...................................................96
12.8        Agent in Its Individual Capacity..................................96
12.9        Successor Agents..................................................96
12.10       Collateral Documents..............................................97
12.11       Other Titles......................................................97
12.12       Issuing Banks as Issuers of Letters of Credit.....................97

                                   SECTION 13.

                                  MISCELLANEOUS

13.1        Amendments and Waivers............................................98
13.2        Replacement of Dissenting Lenders................................100
13.3        Notices..........................................................101
13.4        No Waiver; Cumulative Remedies...................................101
13.5        Survival of Representations and Warranties.......................102
13.6        Payment of Expenses and Taxes....................................102
13.7        Successors and Assigns; Participations and Assignments...........103
13.8        Adjustments; Set-off.............................................106
13.9        Release of Subsidiary Guarantees.................................107
13.10       Modification of Schedules........................................107
13.11       Counterparts.....................................................107
13.12       Severability.....................................................107
13.13       Integration......................................................107
13.14       GOVERNING LAW....................................................108
13.15       Submission to Jurisdiction.......................................108
13.16       Acknowledgements by Borrower.....................................108
13.17       WAIVER OF JURY TRIAL.............................................109
13.18       Confidentiality..................................................109


                                       iv
<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE

SCHEDULES

            1.1            Addresses for Notice, Commitments
            3.1            Existing Letters of Credit
            6.2            Term Loan Amortization
            7.1            Financial Condition
            7.2            No Change
            7.6            No Legal Bar
            7.7            Material Litigation
            7.10           Intellectual Property Claims
            7.16           Subsidiaries
            7.18           Environmental Matters
            9.8            Environmental Laws
            10.2(d)        Existing Indebtedness
            10.3(f)        Existing Liens
            10.4(a)        Existing Guarantees
            10.11          Existing Affiliate Transactions

EXHIBITS

            A-1            Revolving Credit Note
            A-2            Term A Loan Note
            A-3            Term B Loan Note
            A-4            Swing Line Note
            B              Security Agreement
            C-1            Holdings Guarantee
            C-2            Subsidiary Guarantee
            D              Borrowing Certificate
            E-1            Opinion of Paul, Weiss, Rifkind, Wharton & Garrison
            E-2            Opinion of Paul E. Yestrumskas
            F              Assignment and Acceptance
            G              Swing Line Loan Participation Certificate
            H              Trademark Subsidiary Agreement


                                       v
<PAGE>

                                CREDIT AGREEMENT

            This CREDIT AGREEMENT is dated as of May 22, 2001, and entered into
by and among (a) PLAYTEX PRODUCTS, INC., a Delaware corporation (the
"BORROWER"), (b) the several banks and other financial institutions from time to
time parties to this Agreement (the "LENDERS"), and (c) CREDIT SUISSE FIRST
BOSTON ("CSFB") as agent for the Lenders hereunder (in such capacity, the
"ADMINISTRATIVE AGENT").

                                 R E C I T A L S

            WHEREAS, the Borrower, the several lenders parties thereto, and
Wells Fargo Bank, N.A., as agent, are parties to a Credit Agreement dated as of
July 21, 1997 (as amended, supplemented or otherwise modified prior to the
Closing Date (this and other capitalized terms used in these recitals without
definition being used as defined in subsection 1.1), the "EXISTING REVOLVING
CREDIT AGREEMENT");

            WHEREAS, the Borrower, the several lenders parties thereto, and DLJ
Capital Funding Inc., as syndication agent and the facility manager, are parties
to a Term Loan Agreement dated as of July 21, 1997 (as amended, supplemented or
otherwise modified prior to the Closing Date, the "EXISTING TERM LOAN AGREEMENT"
and, together with the Existing Revolving Credit Agreement, the "EXISTING CREDIT
AGREEMENT");

            WHEREAS, the Borrower will prepay all of its outstanding
indebtedness under the Existing Revolving Credit Agreement and the Existing Term
Loan Agreement on the Closing Date and terminate any commitments thereunder;

            WHEREAS, the Borrower will issue Senior Subordinated Notes in an
aggregate principal amount of not less than $350,000,000 on or before the
Closing Date;

            WHEREAS, the Borrower will deliver an irrevocable notice of
redemption with respect to all of its Existing Senior Subordinated Notes on or
before the Closing Date, and on the Closing Date the Borrower will deposit with
the trustee under the Existing Senior Subordinated Note Indenture funds in an
amount not to exceed $360,000,000, plus the call premium on the Existing Senior
Subordinated Notes and the amount of interest that will be accrued and unpaid
thereon on the date of their redemption, which funds shall be used to effect a
satisfaction and discharge of the Existing Senior Subordinated Notes on the
Closing Date and the redemption of the Existing Senior Subordinated Notes after
the Closing Date;

            WHEREAS, on or before the Closing Date, the Borrower will deliver an
irrevocable notice of redemption of all its outstanding Existing Senior Notes,
which redemption shall occur on or about July 15, 2001, and on the Closing Date
the Borrower will deposit with the trustee under the Existing Senior Note
Indenture to effect a satisfaction and discharge of the Existing Senior Note
Indenture, funds in an amount not to exceed $150,000,000, plus the call premium
on the Existing Senior Notes and the amount of interest that will be accrued and


                                       1
<PAGE>


unpaid thereon on the date of their redemption, which funds shall be used to
effect a satisfaction and discharge of the Existing Senior Notes on the Closing
Date and the redemption of the Existing Senior Notes on or about July 15, 2001;

            WHEREAS, the Lenders have agreed to extend certain credit facilities
to the Borrower hereunder, including Term A Loans in the aggregate principal
amount of $100,000,000, Term B Loans in the aggregate principal amount of
$400,000,000, and a Revolving Credit Commitment in the aggregate principal
amount of $125,000,000, that will be used, together with the proceeds of the
sale of the Senior Subordinated Notes, and any proceeds that the Borrower and
its Subsidiaries may receive from the sale of receivables pursuant to the
Receivables Facility to:

            (i) finance the prepayment of approximately $362,200,000 in
      aggregate principal amount of indebtedness under the Existing Credit
      Agreement, plus additional principal amounts used to finance seasonal
      working capital needs of the Borrower and its Subsidiaries, and accrued
      and unpaid interest thereon,

            (ii) finance the redemption of the Borrower's Existing Senior
      Subordinated Notes in the aggregate principal amount of approximately
      $360,000,000, plus accrued interest thereon,

            (iii) finance the redemption of the Borrower's Existing Senior Notes
      in the aggregate principal amount of approximately $150,000,000, plus
      accrued interest thereon,

            (iv) pay call premiums in connection with the redemption of the
      Existing Senior Subordinated Notes and the Existing Senior Notes,

            (v) pay Transaction Expenses, and

            (vi) provide financing for working capital and other general
      corporate purposes of the Borrower and its Subsidiaries;

            NOW THEREFORE, in consideration of the premises, the Borrower, the
Agents and the Lenders agree as follows:

                             SECTION 1. DEFINITIONS

            1.1 DEFINED TERMS. As used in this Agreement, terms defined in the
preamble or recitals hereto are used as so defined and the following terms shall
have the following meanings:

            "ABR": for any day, a rate per annum (rounded upwards, if necessary,
            to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate
            in effect on such day and (b) the Federal Funds Effective Rate in
            effect on such day plus 1/2 of 1%. For purposes hereof: "PRIME RATE"
            shall mean the rate of interest per annum publicly announced from
            time to time by CSFB as its prime rate in effect at its


                                       2
<PAGE>

            principal office in New York (the Prime Rate not being intended to
            be the lowest rate of interest charged by CSFB in connection with
            extensions of credit to debtors); and "FEDERAL FUNDS EFFECTIVE RATE"
            shall mean, for any day, the weighted average of the rates on
            overnight federal funds transactions with members of the Federal
            Reserve System arranged by federal funds brokers, as published on
            the next succeeding Business Day by the Federal Reserve Bank of New
            York, or, if such rate is not so published for any day which is a
            Business Day, the average of the quotations for the day of such
            transactions received by the Administrative Agent from three federal
            funds brokers of recognized standing selected by it. Any change in
            the ABR due to a change in the Prime Rate or the Federal Funds
            Effective Rate shall be effective as of the opening of business on
            the effective day of such change in the Prime Rate or the Federal
            Funds Effective Rate, respectively.

            "ABR LOANS": Loans the rate of interest applicable to which is based
            upon the ABR.

            "ADDITIONAL LENDER": as defined in subsection 2.5(b).

            "ADMINISTRATIVE AGENT": as defined in the introduction to this
            Agreement and also means and includes any successor administrative
            agent appointed pursuant to subsection 12.9.

            "AFFILIATE": as to any Person, any other Person other than a
            Subsidiary which, directly or indirectly, is in control of, is
            controlled by, or is under common control with, such Person or, in
            the case of any Lender which is an investment fund, any other fund
            which is managed by the same investment advisor or an Affiliate
            thereof; PROVIDED that a Person shall not be deemed an Affiliate of
            another Person solely by reason of an individual serving as an
            officer or director of such Person. For purposes of this definition,
            "control" of a Person means the power, directly or indirectly,
            either to (a) vote 10% or more of the securities having ordinary
            voting power for the election of directors of such Person or (b)
            direct or cause the direction of the management and policies of such
            Person, whether by contract or otherwise.

            "AGENTS": the Administrative Agent, and for the purposes of SECTION
            12 only, the Collateral Agent, as applicable, and, for purposes of
            subsection 12.7 only, the Arranger.

            "AGGREGATE OUTSTANDING REVOLVING EXTENSIONS OF CREDIT": as to any
            Lender at any time, an amount equal to the sum of (a) the aggregate
            principal amount of all Revolving Credit Loans made by such Lender
            then outstanding and (b) such Lender's Revolving Credit Commitment
            Percentage of the L/C Obligations then outstanding.

                                       3
<PAGE>

            "AGREEMENT": this Credit Agreement, as amended, supplemented or
            otherwise modified from time to time, including without limitation
            by any Increased Commitments Agreement.

            "ANNUALIZED": (a) with respect to the first fiscal quarter of the
            Borrower ending after the Closing Date, the applicable amount for
            such fiscal quarter multiplied by four, (b) with respect to the
            second fiscal quarter of the Borrower ending after the Closing Date,
            the applicable amount for such fiscal quarter and the immediately
            preceding fiscal quarter multiplied by two, and (c) with respect to
            the third fiscal quarter of the Borrower ending after the Closing
            Date, the applicable amount for such fiscal quarter and the
            immediately preceding two fiscal quarters multiplied by one and
            one-third.

            "APPAREL NOTES": the Junior Subordinated Notes dated December 28,
            1988 issued by the Borrower in the approximate original aggregate
            principal amount of $38,350,000, the outstanding principal amount of
            which as of the date hereof was approximately $78, 386,000, and
            additional notes in the form thereof issued in lieu of cash
            interest, as the same may be amended, supplemented or otherwise
            modified from time to time in accordance with the terms hereof and
            thereof.

            "APPLICABLE ABR MARGIN": as of any date of determination, the
            applicable rate per annum set forth below under the caption
            "Applicable ABR Margin for Revolving Credit Loans and Term A Loans"
            or "Applicable ABR Margin for Term B Loans", as the case may be,
            based upon the ratings by Moody's and S&P, respectively, applicable
            on such date to the Loans hereunder:

<TABLE>
<CAPTION>

                                    Senior Secured Facility       Applicable ABR Margin for Revolving       Applicable ABR Margin
                  Level                  Credit Rating               Credit Loans and Term A Loans            for Term B Loans
            -------------------  ------------------------------  --------------------------------------    ----------------------

            -------------------  ------------------------------  --------------------------------------    ----------------------
<S>                              <C>                             <C>                                       <C>
            Level I              BBB- or above /Baa3 or above                    1.00%                               1.50%
            Level II             BB+/Ba1                                         1.25%                               1.50%
            Level III            BB/Ba2                                          1.50%                               1.75%
            Level IV             BB-/Ba3                                         1.75%                               2.00%
            Level V              less than BB-                                   2.00%                               2.25%
                                 / less than Ba3
</TABLE>

            ; PROVIDED, that until the three month anniversary of the Closing
            Date, the Applicable ABR Margins shall be the higher of the rates
            set forth in the table above for Level IV or the rates determined in
            accordance with the table above based on the ratings of Moody's and
            S&P of the Loans in effect during such period. For purposes of the
            foregoing, (i) if either Moody's or S&P shall not have in effect a
            rating for the Loans hereunder (other than by reason of the
            circumstances referred to in the last sentence of this definition),
            then such rating


                                       4
<PAGE>

            agency shall be deemed to have established a rating in Level V; (ii)
            if the ratings established or deemed to have been established by
            Moody's and S&P for the Loans shall fall within different Levels,
            the Applicable ABR Margin shall be based on the lower of the two
            ratings; and (iii) if the ratings established or deemed to have been
            established by Moody's and S&P for the Loans shall be changed (other
            than as a result of a change in the rating system of Moody's or
            S&P), such change shall be effective as of the date on which it is
            first announced by the applicable rating agency. Each change in the
            Applicable ABR Margin shall apply during the period commencing on
            the effective date of such change and ending on the date immediately
            preceding the effective date of the next such change. If the rating
            system of Moody's or S&P shall change, or if either such rating
            agency shall cease to be in the business of rating corporate debt
            obligations, the Borrower and the Administrative Agent shall
            negotiate in good faith to amend this definition to reflect such
            changed rating system or the unavailability of ratings from such
            rating agency and, pending the effectiveness of any such amendment,
            the Applicable ABR Margin shall be determined by reference to the
            rating most recently in effect prior to such change or cessation, or
            if there shall be only one available rating for any reason other
            than one attributable to circumstances related to the Borrower and
            its Subsidiaries or their businesses, assets, liabilities, financial
            condition or operations, then for purposes of the preceding clause
            (i), the Level shall be determined by reference to the other then
            available rating.

            "APPLICABLE COMMITMENT FEE PERCENTAGE": as of any date of
            determination, the applicable rate per annum set forth below under
            the caption "Applicable Commitment Fee Percentage", based upon the
            ratings by Moody's and S&P, respectively, applicable on such date to
            the Loans hereunder:

<TABLE>
<CAPTION>

                                                               Applicable Commitment
             Level     Senior Secured Facility Credit Rating       Fee Percentage
            ---------  --------------------------------------  ----------------------

            ---------  --------------------------------------  ----------------------
<S>                    <C>                                     <C>
            Level I    BBB- or above /Baa3 or above                      0.40%
            Level II   BB+/Ba1                                           0.45%
            Level III  BB/Ba2                                            0.50%
            Level IV   BB-/Ba3                                           0.50%
            Level V    less than BB-                                     0.50%
                       / less than Ba3
</TABLE>

            ; PROVIDED, that until the three month anniversary of the Closing
            Date, the Applicable Commitment Fee Percentage shall be the higher
            of the percentage set forth in the table above for Level IV or the
            percentage determined in accordance with the table above based on
            the ratings of Moody's and S&P of the Loans in effect during such
            period. For purposes of the foregoing, (i) if either Moody's


                                       5
<PAGE>

            or S&P shall not have in effect a rating for the Loans hereunder
            (other than by reason of the circumstances referred to in the last
            sentence of this definition), then such rating agency shall be
            deemed to have established a rating in Level V; (ii) if the ratings
            established or deemed to have been established by Moody's and S&P
            for the Loans shall fall within different Levels, the Applicable
            Commitment Fee Percentage shall be based on the lower of the two
            ratings; and (iii) if the ratings established or deemed to have been
            established by Moody's and S&P for the Loans shall be changed (other
            than as a result of a change in the rating system of Moody's or
            S&P), such change shall be effective as of the date on which it is
            first announced by the applicable rating agency. Each change in the
            Applicable Commitment Fee Percentage shall apply during the period
            commencing on the effective date of such change and ending on the
            date immediately preceding the effective date of the next such
            change. If the rating system of Moody's or S&P shall change, or if
            either such rating agency shall cease to be in the business of
            rating corporate debt obligations, the Borrower and the
            Administrative Agent shall negotiate in good faith to amend this
            definition to reflect such changed rating system or the
            unavailability of ratings from such rating agency and, pending the
            effectiveness of any such amendment, the Applicable Commitment Fee
            Percentage shall be determined by reference to the rating most
            recently in effect prior to such change or cessation, or if there
            shall be only one available rating for any reason other than one
            attributable to circumstances related to the Borrower and its
            Subsidiaries or their businesses, assets, liabilities, financial
            condition or operations, then for purposes of the preceding clause
            (i), the Level shall be determined by reference to the other then
            available rating.

            "APPLICABLE EURODOLLAR MARGIN": as of any date of determination, the
            applicable rate per annum set forth below under the caption
            "Applicable Eurodollar Margin for Revolving Credit Loans and Term A
            Loans" or "Applicable Eurodollar Margin for Term B Loans", as the
            case may be, based upon the ratings by Moody's and S&P,
            respectively, applicable on such date to the Loans hereunder:

<TABLE>
<CAPTION>

                                                         Applicable Eurodollar Margin
                             Senior Secured Facility      for Revolving Credit Loans      Applicable Eurodollar Margin
                 Level            Credit Rating                and Term A Loans                 for Term B Loans
            -----------   ------------------------------ ------------------------------   ----------------------------

            -----------   ------------------------------ ------------------------------   ----------------------------
<S>                       <C>                            <C>                              <C>
            Level I       BBB- or above /Baa3 or above               2.00%                            2.50%
            Level II      BB+/Ba1                                    2.25%                            2.50%
            Level III     BB/Ba2                                     2.50%                            2.75%
            Level IV      BB-/Ba3                                    2.75%                            3.00%
            Level V       less than BB-                              3.00%                            3.25%
                          / less than Ba3
</TABLE>


                                       6
<PAGE>

            ; PROVIDED, that until the three month anniversary of the Closing
            Date, the Applicable Eurodollar Margins shall be the higher of the
            rates set forth in the table above for Level IV or the rates
            determined in accordance with the table above based on the ratings
            of Moody's and S&P of the Loans in effect during such period. For
            purposes of the foregoing, (i) if either Moody's or S&P shall not
            have in effect a rating for the Loans hereunder (other than by
            reason of the circumstances referred to in the last sentence of this
            definition), then such rating agency shall be deemed to have
            established a rating in Level V; (ii) if the ratings established or
            deemed to have been established by Moody's and S&P for the Loans
            shall fall within different Levels, the Applicable Eurodollar Margin
            shall be based on the lower of the two ratings; and (iii) if the
            ratings established or deemed to have been established by Moody's
            and S&P for the Loans shall be changed (other than as a result of a
            change in the rating system of Moody's or S&P), such change shall be
            effective as of the date on which it is first announced by the
            applicable rating agency. Each change in the Applicable Eurodollar
            Margin shall apply during the period commencing on the effective
            date of such change and ending on the date immediately preceding the
            effective date of the next such change. If the rating system of
            Moody's or S&P shall change, or if either such rating agency shall
            cease to be in the business of rating corporate debt obligations,
            the Borrower and the Administrative Agent shall negotiate in good
            faith to amend this definition to reflect such changed rating system
            or the unavailability of ratings from such rating agency and,
            pending the effectiveness of any such amendment, the Applicable
            Eurodollar Margin shall be determined by reference to the rating
            most recently in effect prior to such change or cessation, or if
            there shall be only one available rating for any reason other than
            one attributable to circumstances related to the Borrower and its
            Subsidiaries or their businesses, assets, liabilities, financial
            condition or operations, then for purposes of the preceding clause
            (i), the Level shall be determined by reference to the other then
            available rating.

            "APPLICABLE PREPAYMENT PERCENTAGE": the percentage set forth in the
            table below opposite the Leverage Ratio, measured as of the last day
            of the fiscal year ending prior to the date the prepayment under
            subsection 6.3(d) shall be due:

                        --------------- --------------------------------
                        LEVERAGE RATIO  APPLICABLE PREPAYMENT PERCENTAGE

                        --------------- --------------------------------
                        --------------- --------------------------------
                        Equal to or
                        greater than                   75%
                         4.00 to 1.00
                        --------------- --------------------------------
                        --------------- --------------------------------
                        Less than
                          4.00 to 1.00                 50%
                        Equal to or
                        greater than
                          3.00 to 1.00
                        --------------- --------------------------------
                        --------------- --------------------------------
                        Less than
                          3.00 to 1.00                 0%
                        --------------- --------------------------------

                                       7
<PAGE>


            "APPLICATION": an application, in such form as any Issuing Bank may
            specify from time to time, requesting such Issuing Bank to open a
            Letter of Credit, and any reimbursement agreements or other
            documents or certificates executed by the Borrower in favor of an
            Issuing Lender relating to, the Letters of Credit.

            "ARRANGER": CSFB, as the arranger of the credit facilities described
            herein.

            "ASSIGNEE": as defined in subsection 13.7(c).

            "ASSIGNMENT AND ACCEPTANCE": means an Assignment and Acceptance in
            substantially the form of Exhibit F.

            "AVAILABLE REVOLVING CREDIT COMMITMENT": as to any Lender at any
            time, an amount equal to the excess, if any, of (a) the amount of
            such Lender's Revolving Credit Commitment at such time over (b) the
            sum of (i) such Lender's Aggregate Outstanding Revolving Extensions
            of Credit and (ii) an amount equal to such Lender's Revolving Credit
            Commitment Percentage of the aggregate unpaid principal amount at
            such time of all Swing Line Loans (PROVIDED that for purposes of
            calculating Available Revolving Credit Commitments pursuant to
            subsection 6.1(a) such amount referred to in clause (ii) shall be
            zero).

            "BANKRUPTCY CODE": Title 11 of the United States Code entitled
            "Bankruptcy", as now and hereafter in effect, or any successor
            statute.

            "BOARD": the Board of Governors of the Federal Reserve System (or
            any successor thereto).

            "BORROWER": as defined in the introduction to this Agreement.

            "BORROWING DATE": any Business Day specified in a notice pursuant to
            subsection 2.2, 2.4, 4.2 or 5.2 as a date on which the Borrower
            requests the Lenders to make Loans hereunder.

            "BUSINESS": as defined in subsection 7.18(b).

            "BUSINESS DAY": for all purposes other than as covered by (ii)
            below, (i) a day other than a Saturday, Sunday or other day on which
            commercial banks in New York City are authorized or required by law
            to close, and (ii) with respect to all notices, determinations,
            fundings and payments in connection with the Eurodollar Rate, any
            day that is a Business Day described in clause (i) above and that is
            also a day for trading by and between banks in Dollar deposits in
            the London interbank market.

            "CAPITAL STOCK": any and all shares, interests, participations or
            other equivalents (however designated) of capital stock of a
            corporation, any and all equivalent ownership interests in a Person
            (other than a corporation) and any and all warrants or options to
            purchase any of the foregoing.



                                       8
<PAGE>

            "CASH EQUIVALENTS": (a) securities with maturities of 180 days or
            less from the date of acquisition issued or fully guaranteed or
            insured by the United States Government or any agency or
            instrumentality thereof, (b) certificates of deposit, time deposits,
            overnight bank deposits and bankers' acceptances of any commercial
            bank which has capital and surplus in excess of $500,000,000 having
            maturities of 190 days or less from the date of acquisition, (c)
            commercial paper of an issuer rated at least A-1 by S&P or P-1 by
            Moody's, or carrying an equivalent rating by a nationally recognized
            rating agency if both of the two named rating agencies cease
            publishing ratings of investments having maturities of 180 days or
            less from the date of acquisition, (d) any money market deposit
            accounts issued or offered by a domestic commercial bank having
            capital and surplus in excess of $500,000,000, and (e) repurchase
            agreements and reverse repurchase agreements relating to marketable
            direct obligations issued or unconditionally guaranteed by the
            government of the United States of America or issued by an agency
            thereof and backed by the full faith and credit of the United States
            of America, in each case maturing within 180 days from the date of
            acquisition; PROVIDED that the terms of such agreements comply with
            the guidelines set forth in the Federal Financial Agreements of
            Depository Institutions With Securities Dealers and Others, as
            adopted by the Comptroller of the Currency on October 31, 1985.

            "CSFB": as defined in the introduction to this Agreement.

            "CHANGE OF CONTROL": any Person or "group" (within the meaning of
            Section 13(d) or 14(d) of the Exchange Act), other than the
            Permitted Holders or a Permitted Group, (x) shall have acquired
            beneficial ownership of Capital Stock of either the Borrower or, if
            the Holdings Reorganization occurs, Holdings, representing 50% or
            more of the outstanding Capital Stock having ordinary voting power
            in the election of directors of either the Borrower or, if the
            Holdings Reorganization occurs, Holdings, or (y) shall obtain the
            power (whether or not exercised) to elect a majority of the members
            of the Board of Directors of either the Borrower or, if the Holdings
            Reorganization occurs, Holdings.

            "CLASS": as applied to the Lenders, means each of the following
            classes of Lenders: (i) Lenders having Revolving Credit Loan
            Exposure, (ii) Lenders having Term A Loan Exposure, (iii) Lenders
            having Term B Loan Exposure, and (iv) any other Term Loan Lenders
            having any other Term Loan Exposure.

            "CLOSING DATE": the date on which the conditions precedent set forth
            in subsection 8.1 shall be satisfied, PROVIDED that such date shall
            be no later than June 30, 2001.

            "CODE": the Internal Revenue Code of 1986, as amended from time to
            time.



                                       9
<PAGE>

            "COLLATERAL": all assets of the Loan Parties, now owned or
            hereinafter acquired, upon which a Lien is purported to be created
            by any Security Document.

            "COLLATERAL ACCOUNT": as defined in the Security Agreement.

            "COLLATERAL AGENT": CSFB acting in its capacity as collateral agent
            under the applicable Security Documents on behalf of the Lenders.

            "COMMERCIAL LETTER OF CREDIT": as defined in subsection
            3.1(b)(i)(y).

            "COMMITMENTS": the collective reference to the Revolving Credit
            Commitments, the Swing Line Commitment, the Term A Loan Commitments,
            the Term B Loan Commitments and any Increased Commitments pursuant
            to subsection 2.5.

            "COMMONLY CONTROLLED ENTITY": an entity, whether or not
            incorporated, which is under common control with the Borrower within
            the meaning of Section 4001 of ERISA or is part of a group which
            includes the Borrower and which is treated as a single employer
            under Section 414 of the Code.

            "CONSOLIDATED CAPITAL EXPENDITURES": of any Person for any period,
            the amount of expenditures of such Person, determined on a
            consolidated basis in accordance with GAAP, for such period in
            respect of the purchase or other acquisition of fixed or capital
            assets (excluding (i) any such asset acquired in connection with
            normal replacement and maintenance programs properly charged to
            current operations, (ii) any such asset purchased with the net cash
            proceeds of the sale or disposition of assets within 12 months after
            such sale or disposition in accordance with subsection 6.3(c) and
            subsection 10.6(d), (iii) any such asset acquired in connection with
            a business acquisition permitted by subsection 10.9(h) or (iv) any
            expenditures from the proceeds of casualty insurance used to repair
            or replace the assets affected by such casualty loss).

            "CONSOLIDATED CURRENT ASSETS": as at any date of determination, the
            total assets of the Borrower and its Subsidiaries on a consolidated
            basis which may properly be classified as current assets in
            conformity with GAAP, EXCLUDING Cash and Cash Equivalents; PROVIDED,
            the accounts receivable sold to the Receivables Subsidiary by
            Borrower and its Subsidiaries under the Receivables Facility shall
            be included in the calculation of Consolidated Current Assets.

            "CONSOLIDATED CURRENT LIABILITIES": as at any date of determination,
            the total liabilities of the Borrower and its Subsidiaries on a
            consolidated basis which may properly be classified as current
            liabilities in conformity with GAAP, EXCLUDING the current portions
            of Indebtedness that by its terms or by the terms of any instrument
            or agreement relating thereto matures more than one year from, or is
            directly renewable or extendable at the option of the Borrower or a
            Subsidiary of the Borrower to a date more than one year from
            (including an


                                       10
<PAGE>

            option of that Person under a revolving credit or similar agreement
            obligating the lender or lenders to extend credit over a period of
            one year or more from), the date of the creation thereof.

            "CONSOLIDATED EBITDA": of any Person for any period, Consolidated
            Net Income of such Person for such period PLUS, without duplication
            and to the extent reflected as a charge in the statement of such
            Consolidated Net Income, the sum of (a) total income and franchise
            tax expense, (b) Consolidated Interest Expense, (c) depreciation and
            amortization expense, (d) the expenses associated with amortization
            of intangibles (including, but not limited to, goodwill) and
            organization costs, (e) writeoff of goodwill and other non cash
            charges, (f) any extraordinary and unusual losses (including,
            whether or not otherwise includable as a separate item in the
            statement of such Consolidated Net Income, losses on the sales of
            assets outside the ordinary course of business), (g) any similar
            non-cash charges, and (h) any Specified Equity Contribution received
            by the Borrower during such period, MINUS any extraordinary and
            unusual gains (including, whether or not otherwise includable as a
            separate item in the statement of such Consolidated Net Income,
            gains on the sales of assets outside of the ordinary course of
            business); PROVIDED, that for purposes of the definition of Leverage
            Ratio and Senior Debt Leverage Ratio only, if a business acquisition
            or investment permitted by subsection 10.9(h) occurs during any
            period, Consolidated EBITDA of the Borrower for such period shall
            include the pro forma Consolidated EBITDA for such period of the
            business acquired or investment made, after giving effect to
            adjustments relating to (a) any historical extraordinary
            non-recurring costs or expenses or other verifiable costs or
            expenses that will not continue after the acquisition or disposition
            date and other expenses and cost reductions on a basis consistent
            with Regulation S-X promulgated by the Securities and Exchange
            Commission and (b) any net acquisition-related cost savings realized
            or reasonably expected to be realized as certified by the chief
            financial officer of the Borrower and as approved by the
            Administrative Agent.

            "CONSOLIDATED EXCESS CASH FLOW": for any period, an amount (if
            positive) equal to (i) the sum, without duplication, of the amounts
            for such period of (a) Consolidated EBITDA and (b) the Consolidated
            Working Capital Adjustment MINUS (ii) the sum, without duplication,
            of the amounts for such period of (a) voluntary and scheduled
            repayments of Consolidated Total Debt (excluding repayments of
            Revolving Credit Loans except to the extent the Revolving Credit
            Commitments are permanently reduced in connection with such
            repayments), (b) Consolidated Capital Expenditures (net of any
            proceeds of any related financings with respect to such
            expenditures), (c) Consolidated Interest Expense, and (d) the
            provision for current taxes based on income of Company and its
            Subsidiaries and payable in cash with respect to such period.

            "CONSOLIDATED INTEREST EXPENSE": of any Person for any period, the
            amount of interest expense payable in cash (excluding any amounts
            paid or payable in


                                       11
<PAGE>

            additional securities of such Person) net of (i) any payments or
            receipts under any Interest Rate Agreements of such Person and (ii)
            any consolidated interest income of such Person, determined on a
            consolidated basis in accordance with GAAP (but excluding the
            amortization of deferred financing costs, debt issuance costs and
            commissions and discounts and other fees and charges associated with
            Indebtedness), for such period on the aggregate principal amount of
            its Indebtedness; PROVIDED that for purposes of this definition,
            amounts payable under the Receivables Facility by Borrower and its
            Subsidiaries to the Receivables Subsidiary and any fees and expenses
            payable to the Lender under the Receivables Facility, in each case
            other than any amounts in the nature of principal shall be treated
            as interest expense for purposes of this definition notwithstanding
            any other required treatment under GAAP.

            "CONSOLIDATED NET INCOME": of any Person for any period, net income
            of such Person, determined on a consolidated basis in accordance
            with GAAP.

            "CONSOLIDATED TOTAL DEBT": as at any date of determination, the
            aggregate stated balance sheet amount of all Indebtedness of the
            Borrower and its Subsidiaries, determined on a consolidated basis in
            accordance with GAAP, MINUS (i) the stated balance sheet amount of
            the Apparel Notes to the extent the assets of the Borrower and its
            Subsidiaries, on a consolidated basis in accordance with GAAP,
            include a like aggregate stated balance sheet amount of PAP
            Debentures.

            "CONSOLIDATED WORKING CAPITAL": as at any date of determination, the
            excess (or deficit) of Consolidated Current Assets over Consolidated
            Current Liabilities.

            "CONSOLIDATED WORKING CAPITAL ADJUSTMENT": for any period on a
            consolidated basis, the amount (which may be a negative number) by
            which Consolidated Working Capital as of the beginning of such
            period exceeds (or is less than) Consolidated Working Capital as of
            the end of such period.

            "CONTRACTUAL OBLIGATION": as to any Person, any provision of any
            security issued by such Person or of any agreement, instrument or
            other undertaking to which such Person is a party or by which it or
            any of its property is bound.

            "CONVERTIBLE NOTE INDENTURE": the Indenture dated as January 29,
            1999 between the Borrower, as issuer, and Marine Midland Bank, as
            trustee, pursuant to which the Convertible Notes were issued, as the
            same has been, or is hereafter, amended, supplemented or otherwise
            modified from time to time in accordance with this Agreement.

            "CONVERTIBLE NOTES": the Borrower's 6.0% convertible subordinated
            notes due 2004 issued pursuant to the Convertible Note Indenture.



                                       12
<PAGE>

            "DEFAULT": any of the events specified in SECTION 11, whether or not
            any requirement for the giving of notice, the lapse of time, or
            both, or any other condition, has been satisfied.

            "DOLLARS" and "$": dollars in lawful currency of the United States
            of America.

            "DOMESTIC SUBSIDIARY": a Subsidiary of the Borrower which is
            incorporated in a state of the United States or in the District of
            Columbia.

            "ENVIRONMENTAL LAWS": any and all foreign, Federal, state, local or
            municipal laws, rules, orders, regulations, statutes, ordinances,
            codes, decrees, requirements of any Governmental Authority or other
            Requirements of Law (including determinations of an arbitrator or
            court pursuant to common law) regulating, relating to or imposing
            liability or standards of conduct concerning protection of human
            health (as a result of exposure to Materials of Environmental
            Concern) or the environment, as now or may at any time hereafter be
            in effect.

            "ERISA": the Employee Retirement Income Security Act of 1974, as
            amended from time to time.

            "EUROCURRENCY RESERVE REQUIREMENTS": for any day as applied to a
            Eurodollar Loan, the aggregate (without duplication) of the rates
            (expressed as a decimal fraction) of reserve requirements in effect
            on such day (including, without limitation, basic, supplemental,
            marginal and emergency reserves under any regulations of the Board
            of Governors of the Federal Reserve System or other Governmental
            Authority having jurisdiction with respect thereto) dealing with
            reserve requirements prescribed for eurocurrency funding (currently
            referred to as "Eurocurrency Liabilities" in Regulation D of such
            Board) maintained by a member bank of such system.

            "EURODOLLAR BASE RATE": with respect to any Eurodollar Loan for any
            Interest Period, the rate per annum determined by the Administrative
            Agent at approximately 11:00 a.m. (London time) on the date which is
            two Business Days prior to the beginning of such Interest Period by
            reference to the British Bankers' Association Interest Settlement
            Rates for deposits in Dollars (as set forth by any service selected
            by the Administrative Agent which has been nominated by the British
            Bankers' Association as an authorized information vendor for the
            purpose of displaying such rates) for a period equal to such
            Interest Period; provided that, to the extent that an interest rate
            is not ascertainable pursuant to the foregoing provisions of this
            definition the "Eurodollar Base Rate" shall be the interest rate per
            annum determined by the Administrative Agent to be the average of
            the rates per annum at which deposits in Dollars are offered for
            such Interest Period to major banks in the London interbank market
            in London, England at approximately 11:00 a.m. (London time) on the
            date which is two Business Days prior to the beginning of such


                                       13
<PAGE>

            Interest Period. Each determination by the Administrative Agent
            pursuant to this definition shall be conclusive absent manifest
            error.

            "EURODOLLAR LOANS": Loans the rate of interest applicable to which
            is based upon the Eurodollar Rate.

            "EURODOLLAR RATE": with respect to each day during each Interest
            Period pertaining to a Eurodollar Loan, a rate per annum determined
            for such day in accordance with the following formula:

                              EURODOLLAR BASE RATE
                    1.00 - Eurocurrency Reserve Requirements

            "EURODOLLAR TRANCHE": the collective reference to Eurodollar Loans
            the then current Interest Periods with respect to all of which begin
            on the same date and end on the same later date (whether or not such
            Loans shall originally have been made on the same day).

            "EVENT OF DEFAULT": any of the events specified in Section 11,
            PROVIDED that any requirement for the giving of notice, the lapse of
            time, or both, or any other condition, has been satisfied.

            "EXCESS AMOUNT": as defined in subsection 6.3(j).

            "EXCHANGE ACT": the Securities Exchange Act of 1934, as amended.

            "EXISTING CREDIT AGREEMENT": as defined in the recitals to this
            Agreement.

            "EXISTING LENDERS": as defined in subsection 8.1(p)(i).

            "EXISTING LETTERS OF CREDIT": the letters of credit described on
            Schedule 3.1 issued by an issuing bank under the Existing Revolving
            Credit Agreement which for all purposes of the Loan Documents shall
            be deemed to be Letters of Credit hereunder issued on the Closing
            Date.

            "EXISTING LOAN DOCUMENTS": the "Loan Documents" as defined under the
            Existing Revolving Credit Agreement and the "Loan Documents" as
            defined under the Existing Term Loan Agreement.

            "EXISTING REVOLVING CREDIT AGREEMENT": as defined in the recitals to
            this Agreement.

            "EXISTING REVOLVING CREDIT LOANS": the revolving credit loans and
            swing line loans outstanding under the Existing Revolving Credit
            Agreement on the Closing Date.



                                       14
<PAGE>

            "EXISTING SENIOR NOTE INDENTURE": the Indenture dated as of July 21,
            1997 by and between the Borrower, as issuer, and Marine Midland
            Bank, as trustee, as the same has been amended, supplemented or
            otherwise modified from time to time prior to the date hereof.

            "EXISTING SENIOR NOTES": the 8 7/8% Senior Notes Due 2004 issued by
            the Borrower in the aggregate original amount of $150,000,000
            pursuant to the Existing Senior Note Indenture.

            "EXISTING SENIOR SUBORDINATED INDENTURE": the Indenture dated as of
            February 2, 1994 between the Borrower, as issuer, and The Bank of
            New York, as trustee, as the same has been amended, supplemented or
            otherwise modified from time to time prior to the date hereof.

            "EXISTING SENIOR SUBORDINATED NOTES": the 9% Senior Subordinated
            Notes of the Borrower issued pursuant to the Existing Senior
            Subordinated Indenture and due in 2003 that are outstanding on the
            Closing Date.

            "EXISTING TERM LOANS": the term loans outstanding under the Existing
            Term Loan Agreement on the Closing Date.

            "EXISTING TERM LOAN AGREEMENT": as defined in the recitals to this
            Agreement.

            "FINANCING LEASE": any lease of property, real or personal, the
            obligations of the lessee in respect of which are required in
            accordance with GAAP to be capitalized on a balance sheet of the
            lessee.

            "GAAP": generally accepted accounting principles in the United
            States of America in effect from time to time or, in the case of
            compliance with subsection 10.1, consistent with those utilized in
            preparing the audited financial statements referred to in subsection
            7.1.

            "GOVERNMENTAL AUTHORITY": any nation or government, any state or
            other political subdivision thereof and any entity exercising
            executive, legislative, judicial, regulatory or administrative
            functions of or pertaining to government.

            "GRANTING LENDER": as defined in subsection 13.7(h).

            "GUARANTEE OBLIGATION": as to any Person (the "GUARANTEEING
            PERSON"), any obligation of (a) the guaranteeing person or (b)
            another Person (including, without limitation, any bank under any
            letter of credit) to induce the creation of which the guaranteeing
            person has issued a reimbursement, counterindemnity or similar
            obligation, in either case guaranteeing or in effect guaranteeing
            any Indebtedness, leases, dividends or other obligations (the
            "PRIMARY OBLIGATIONS") of any other third Person (the "PRIMARY
            OBLIGOR") in any manner, whether directly or indirectly, including,
            without limitation, any obligation of the


                                       15
<PAGE>

            guaranteeing person, whether or not contingent, (i) to purchase any
            such primary obligation or any property constituting direct or
            indirect security therefor, (ii) to advance or supply funds (x) for
            the purchase or payment of any such primary obligation or (y) to
            maintain working capital or equity capital of the primary obligor or
            otherwise to maintain the net worth or solvency of the primary
            obligor, (iii) to purchase property, securities or services
            primarily for the purpose of assuring the owner of any such primary
            obligation of the ability of the primary obligor to make payment of
            such primary obligation or (iv) otherwise to assure or hold harmless
            the owner of any such primary obligation against loss in respect
            thereof; PROVIDED, HOWEVER, that the term Guarantee Obligation shall
            not include endorsements of instruments for deposit or collection in
            the ordinary course of business. The amount of any Guarantee
            Obligation of any guaranteeing person shall be deemed to be the
            lower of (a) an amount equal to the stated or determinable amount of
            the primary obligation in respect of which such Guarantee Obligation
            is made and (b) the maximum amount for which such guaranteeing
            person may be liable pursuant to the terms of the instrument
            embodying such Guarantee Obligation, unless such primary obligation
            and the maximum amount for which such guaranteeing person may be
            liable are not stated or determinable, in which case the amount of
            such Guarantee Obligation shall be such guaranteeing person's
            maximum reasonably anticipated liability in respect thereof as
            determined by the Borrower in good faith.

            "GUARANTEE": refers to the Holdings Guarantee, if applicable, or the
            Subsidiary Guarantee. The Holdings Guarantee and the Subsidiary
            Guarantee are collectively referred to as the "GUARANTEES".

            "GUARANTOR": any Person delivering a Guarantee or a supplement
            thereto pursuant to this Agreement.

            "HOLDINGS": a company that may be formed by the Borrower after the
            Closing Date to hold 100% of the Borrower's outstanding capital
            stock, and whose shares of capital stock will be issued in exchange
            for, or result from the conversion of, the shares of capital stock
            of the Borrower.

            "HOLDINGS GUARANTEE": if the Holdings Reorganization occurs, the
            Guarantee to be executed by Holdings upon the consummation of the
            Holdings Reorganization, substantially in the form of Exhibit C-1,
            as the same may be amended, supplemented or otherwise modified from
            time to time.

            "HOLDINGS REORGANIZATION": the merger or consolidation of the
            Borrower with a Subsidiary or other entity pursuant to Section 351
            of the Code (or any similar statute) for the purpose and with the
            effect of causing the Borrower to become a wholly owned Subsidiary
            of Holdings, with the shares of capital stock of the Borrower
            outstanding immediately before the Holdings Reorganization to be
            converted into or exchanged for shares of capital stock of Holdings.



                                       16
<PAGE>

            "HW&P": Haas Wheat & Partners Incorporated.

            "IMMATERIAL SUBSIDIARY": any Subsidiary of the Borrower which
            Subsidiary, together with all other Immaterial Subsidiaries (a) does
            not own assets with an aggregate value for all such Immaterial
            Subsidiaries of greater than $5,000,000, (b) does not, together with
            all other Immaterial Subsidiaries, generate aggregate revenues of
            greater than $5,000,000 in any single Fiscal Year, and (c) in which
            Borrower and its Subsidiaries have not made investments, together
            with investments for all other Immaterial Subsidiaries in an amount
            exceeding $5,000,000 in any single Fiscal Year; and all Immaterial
            Subsidiaries shall be designated as such on Schedule 7.16.

            "INCREASED COMMITMENTS": as defined in subsection 2.5(a).

            "INCREASED COMMITMENTS AGREEMENT": the agreement entered into among
            the Borrower, the Administrative Agent and Lenders agreeing to
            increase their Revolving Credit Commitments and/or Term Loan
            Commitments, and Additional Lenders pursuant to subsection 2.5.

            "INDEBTEDNESS": of any Person at any date, (a) all indebtedness of
            such Person for borrowed money or for the deferred purchase price of
            property or services (other than current trade liabilities and
            accrued expenses incurred in the ordinary course of business and
            payable in accordance with customary practices), (b) any other
            indebtedness of such Person which is evidenced by a note, bond,
            debenture or similar instrument, (c) all obligations of such Person
            under Financing Leases, (d) all obligations of such Person in
            respect of banker's acceptances issued or created for the account of
            such Person, (e) all liabilities secured by any Lien on any property
            owned by such Person even though such Person has not assumed or
            otherwise become liable for the payment thereof (it being understood
            that Indebtedness shall not include any obligations under any
            Interest Rate Agreement) and (f) all Guarantee Obligations with
            respect to items referred to in the foregoing clauses (a)-(e). For
            purposes of any calculation hereunder, the amount of any
            Indebtedness outstanding at any time, except Indebtedness under
            clause (e) of this definition, shall be deemed to be equal to the
            then outstanding principal amount of such Indebtedness (including,
            with respect to Financing Leases, the implied principal amount
            thereof calculated in accordance with GAAP) and the amount of any
            Indebtedness outstanding at any time under clause (e) of this
            definition shall be equal to the lesser of (i) the then outstanding
            principal amount of, and all accrued and unpaid interest on, the
            liability secured by the applicable property and (ii) the then fair
            market value of such property. For purposes of determining
            compliance with the provisions of SECTION 10 and the definitions of
            Leverage Ratio and Senior Debt Leverage Ratio, Indebtedness shall
            not include obligations in respect of the Existing Senior Notes or
            Existing Senior Subordinated Notes to the extent that such notes
            have been satisfied and discharged, or to the extent that there are
            funds held by the applicable trustee earmarked for the payment of
            such notes. Without limiting


                                       17
<PAGE>

            the generality of the foregoing, Indebtedness shall include the
            obligations owed by the Receivables Subsidiary to the extent that
            such obligations constitute indebtedness on the financial statements
            of the Borrower and its Subsidiaries, determined on a consolidated
            basis in accordance with GAAP.

            "INSOLVENCY": with respect to any Multiemployer Plan, the condition
            that such Plan is insolvent within the meaning of Section 4245 of
            ERISA.

            "INSOLVENT": pertaining to a condition of Insolvency.

            "INTELLECTUAL PROPERTY": as defined in subsection 7.10.

            "INTEREST COVERAGE RATIO": as defined in subsection 10.1(a).

            "INTEREST PAYMENT DATE": (a) as to any ABR Loan, the first Business
            Day of each March, June, September and December to occur while such
            Loan is outstanding, (b) as to any Eurodollar Loan having an
            Interest Period of three months or less, the last day of such
            Interest Period and (c) as to any Eurodollar Loan having an Interest
            Period longer than three months, each day which is three months
            after the first day of such Interest Period and the last day of such
            Interest Period.

            "INTEREST PERIOD": with respect to any Eurodollar Loan:

            (a) initially, the period commencing on the borrowing or conversion
            date, as the case may be, with respect to such Eurodollar Loan and
            ending one, two, three, six (or, if consented to by each affected
            Lender, nine or twelve months) thereafter, as selected by the
            Borrower in its notice of borrowing or notice of conversion, as the
            case may be, given with respect thereto; and

            (b) thereafter, each period commencing on the last day of the next
            preceding Interest Period applicable to such Eurodollar Loan and
            ending one, two, three or six months (or, if available, nine or
            twelve months) thereafter, as selected by the Borrower by
            irrevocable notice to the Administrative Agent not less than three
            Business Days prior to the last day of the then current Interest
            Period with respect thereto;

            PROVIDED that, all of the foregoing provisions relating to Interest
            Periods are subject to the following:

            (i) if any Interest Period pertaining to a Eurodollar Loan would
            otherwise end on a day that is not a Business Day, such Interest
            Period shall be extended to the next succeeding Business Day unless
            the result of such extension would be to carry such Interest Period
            into another calendar month in which event such Interest Period
            shall end on the immediately preceding Business Day;



                                       18
<PAGE>

            (ii) any Interest Period for any Loans that would otherwise extend
            beyond the date final payment is due on such Loans shall end on such
            date of final payment;

            (iii) any Interest Period pertaining to a Eurodollar Loan that
            begins on the last Business Day of a calendar month (or on a day for
            which there is no numerically corresponding day in the calendar
            month at the end of such Interest Period) shall end on the last
            Business Day of a calendar month; and

            (iv) the Borrower shall select Interest Periods so as not to require
            a payment or prepayment of any Eurodollar Loan during an Interest
            Period for such Loan.

            "INTEREST RATE AGREEMENT": with respect to any Person, any interest
            rate swap agreement, interest rate future, interest rate option,
            interest rate cap or other interest rate hedge arrangement, to or
            under which such Person is a party or a beneficiary.

            "INVESTORS": HWH Capital Partners, L.P., HWH Valentine Partners,
            L.P., HWH Surplus Valentine Partners, L.P., and any other investors
            reasonably acceptable to the Administrative Agent.

            "ISSUING BANK": with respect to any Letter of Credit, the Lender
            that agrees or is otherwise obligated to issue such Letter of
            Credit, determined as provided in subsection 3.2. The only
            permissible Issuing Banks shall be CSFB and any two other Lenders
            holding Revolving Credit Commitments selected by the Borrower and
            reasonably acceptable to the Administrative Agent.

            "L/C OBLIGATIONS": at any time, an amount equal to the sum of (a)
            the aggregate then undrawn and unexpired amount of the then
            outstanding Letters of Credit and (b) the aggregate amount of
            drawings under Letters of Credit which have not then been reimbursed
            pursuant to subsection 3.4(a).

            "L/C PARTICIPANTS": the collective reference to all the Lenders
            holding Revolving Credit Commitments other than the Issuing Bank.

            "LETTERS OF CREDIT": as defined in subsection 3.1(a).

            "LEVERAGE RATIO": as of any Test Date, the ratio of (x) Consolidated
            Total Debt MINUS the sum of (i) the outstanding principal amount of
            Revolving Credit Loans used to finance seasonal working capital
            needs of the Borrower up to $30,000,000, PLUS (ii) the aggregate
            amount of Unrestricted Cash held by the Borrower on the Test Date
            PLUS (iii) to the extent that all or any part of the original
            $75,000,000 amount of the Receivables Facility received off-balance
            sheet treatment under GAAP on the Closing Date and is thereafter
            required to be included on Borrower's consolidated balance sheet, or
            to the extent that all or any part of the original $75,000,000
            amount of the Receivables Facility is


                                       19
<PAGE>

            terminated, an amount equal to such part of such Receivables
            Facility receiving such on-balance sheet treatment or which has been
            so terminated PROVIDED that in no event shall the amount so deducted
            for purposes of this clause (iii) exceed $75,000,000 DIVIDED by (y)
            Consolidated EBITDA of the Borrower for the most recently ended four
            fiscal quarter period of the Borrower for which financial statements
            are available on or prior to such date of determination; provided
            that, for purposes of the calculation of its Leverage Ratio as of
            June 30, 2001, the Consolidated Total Debt shall exclude the
            outstanding principal amount of Loans used to fund payment of
            accrued and unpaid interest on the Existing Senior Notes and the
            Existing Senior Subordinated Notes on the date of their redemption.

            "LIEN": any mortgage, pledge, hypothecation, assignment, deposit
            arrangement, encumbrance, lien (statutory or other), charge or other
            security interest or any preference, priority or other security
            agreement or preferential arrangement of any kind or nature
            whatsoever which makes any property or asset available for the
            payment or performance of any liability in priority to the payment
            or performance of ordinary, unsecured creditors (including, without
            limitation, any conditional sale or other title retention agreement
            and any Financing Lease having substantially the same economic
            effect as any of the foregoing).

            "LOAN": any loan made by any Lender pursuant to this Agreement.

            "LOAN DOCUMENTS": this Agreement, any Notes, the Applications, the
            Trademark Subsidiary Agreement, the Guarantees and the Security
            Documents.

            "LOAN PARTIES": the Borrower, each Subsidiary (excluding the
            Receivables Subsidiary) of the Borrower which is a party to a Loan
            Document and, if the Holdings Reorganization occurs, Holdings.

            "MATERIAL ADVERSE EFFECT": a material adverse effect on (a) the
            business, financial condition or results of operations of the
            Borrower and its Subsidiaries taken as a whole or (b) the validity
            or enforceability of this Agreement, any Application or any of the
            other Loan Documents or the rights or remedies of the Agents, the
            Collateral Agent or the Lenders hereunder or thereunder.

            "MATERIAL ASSET SALE": any sale, transfer or other disposition
            (including any sale and leaseback of assets) by the Borrower or any
            of its Subsidiaries of any property of the Borrower or any such
            Subsidiary (including property subject to any Lien under any
            Security Document), other than as permitted pursuant to subsection
            10.6(a), 10.6(b), 10.6(c), 10.6(e), 10.6(f), 10.6(g) (to the extent
            in excess of $20,000,000 in the aggregate), 10.6(h) (excluding any
            such sales giving rise to a Receivables Facility Prepayment) or
            10.6(i).

            "MATERIAL ENVIRONMENTAL AMOUNT": an amount payable by the Borrower
            and/or its Subsidiaries in excess of $20,000,000 for remedial costs,
            compliance costs,


                                       20
<PAGE>

            compensatory damages, punitive damages, fines, penalties or any
            combination thereof.

            "MATERIALS OF ENVIRONMENTAL CONCERN": any gasoline or petroleum
            (including crude oil or any fraction thereof) or petroleum products
            or any hazardous or toxic substances, materials or wastes, defined
            or regulated as such in or under any Environmental Law, including,
            without limitation, asbestos, polychlorinated biphenyls and
            urea-formaldehyde insulation.

            "MOODY'S": Moody's Investors Service, Inc. or any successor.

            "MORTGAGE": as defined in subsection 9.10.

            "MORTGAGED PROPERTY": as defined in subsection 9.10.

            "MULTIEMPLOYER PLAN": a Plan which is a multiemployer plan as
            defined in Section 4001(a)(3) of ERISA.

            "NET CASH PROCEEDS": (a) in connection with any Material Asset Sale,
            the cash proceeds (including any cash payments received by way of
            deferred payment of principal pursuant to a note or installment
            receivable or purchase price adjustment receivable or otherwise, but
            only as and when received) of such Material Asset Sale net of all
            reasonable attorneys' fees, consulting fees, accountants' fees,
            investment banking fees, brokerage commissions, survey costs, title
            insurance premiums, recording and transfer tax expense, required
            debt payments (other than pursuant hereto), amounts required to be
            paid to any Person (other than the Borrower and its Subsidiaries)
            owning a beneficial interest in the assets subject to such Material
            Asset Sale, reasonable amounts to be provided by the Borrower or any
            of its Subsidiaries, as the case may be, as a reserve, in accordance
            with GAAP, against any liabilities associated with such Material
            Asset Sale and retained by the Borrower or such Subsidiary, as the
            case may be (provided, that, if any amount of such reserve shall be
            released or reversed, the amount of such release or reversal shall
            be "NET CASH PROCEEDS"), and other customary fees and expenses
            actually incurred and satisfactorily documented in connection
            therewith and net of federal, state, local and foreign taxes paid or
            payable as a result thereof and net of purchase price adjustments
            reasonably expected to be payable in connection therewith and (b) in
            connection with any issuance of any debt securities or instruments
            or the incurrence of loans, the cash proceeds (including any cash
            payments received by way of deferred payment of principal pursuant
            to a note or installment receivable or purchase price adjustment
            receivable or otherwise, but only as and when received) received
            from such issuance, net of all reasonable investment banking fees,
            legal fees, consulting fees, accountants' fees, underwriting
            discounts and commissions and other customary fees and expenses,
            actually incurred and satisfactorily documented in connection
            therewith.



                                       21
<PAGE>

            "NEW SUBSIDIARY": any wholly-owned Subsidiary of the Borrower formed
            after the date hereof which (a) is a Guarantor or has become a
            Guarantor by means of a supplement to the Subsidiary Guarantee in
            form and substance satisfactory to the Administrative Agent (unless,
            in each case, released from such Subsidiary Guarantee pursuant to
            subsection 13.9), (b) all of the Capital Stock of which is pledged
            to the Collateral Agent, as collateral security for the Obligations
            pursuant to the Security Agreement or a supplement thereto in form
            and substance satisfactory to the Administrative Agent and (c) if
            not in existence on the Closing Date, has delivered to the
            Administrative Agent such legal opinions, secretary's certificates,
            resolutions and other customary documents in connection with the
            supplements referred to in (a) and (b) above as the Administrative
            Agent may reasonably request.

            "NON-EXCLUDED TAXES": as defined in subsection 6.12(a).

            "NON-RECOURSE": as to any Person, means that the creditors
            (including holders of contingent claims) of such Person do not have
            any recourse to or against the Borrower and any of its Subsidiaries
            (other than any such Person) or against the assets or revenues of
            the Borrower and such Subsidiaries subject to usual and customary
            exceptions in similar transactions for recourse as a result of fraud
            or inaccuracy of representations and warranties or usual and
            customary indemnities.

            "NOTES": the collective reference to the Revolving Credit Notes, the
            Swing Line Note and the Term Loan Notes.

            "NOTIFYING LENDER": any Lender that gives written irrevocable notice
            to the Administrative Agent, on or prior to the date on which such
            Lender becomes a party to this Agreement, to the effect that it will
            not request that any promissory note be issued to it pursuant to
            subsection 6.2(e), and any direct or indirect Assignee of such
            Lender, in its capacity as such an Assignee.

            "OBLIGATIONS": all obligations of every nature of each Loan Party
            from time to time owed to the Administrative Agent, the Lenders or
            any of them under the Loan Documents, whether for principal,
            interest, reimbursement of amounts drawn under Letters of Credit,
            fees, expenses, indemnification or otherwise.

            "PAP": Playtex Apparel Partners, L.P.

            "PAP DEBENTURE": the Debentures dated December 28, 1988 issued by
            PAP in the original aggregate principal amount of $40,000,000,
            including accrued interest thereon, as the same may be amended,
            supplemented or otherwise modified from time to time.

            "PARTICIPANT": as defined in subsection 13.7(b).



                                       22
<PAGE>

            "PBGC": the Pension Benefit Guaranty Corporation established
            pursuant to Subtitle A of Title IV of ERISA, or any successor
            thereto.

            "PERMITTED ACQUISITION INDEBTEDNESS": as defined in subsection
            2.5(a).

            "PERMITTED GROUP": any group of investors that is deemed to be a
            "person" as that term is used in Section 13(d)(3) of the Exchange
            Act; PROVIDED that such group is controlled by the Permitted
            Holders.

            "PERMITTED HOLDERS": each of HW&P and the Investors and any of their
            respective Affiliates.

            "PERMITTED RECEIVABLES INDEBTEDNESS": as defined in subsection
            2.5(a).

            "PERMITTED SUBORDINATED INDEBTEDNESS": unsecured Indebtedness of the
            Borrower that is subordinated in right of payment to the Obligations
            of the Borrower pursuant to documentation containing maturities,
            amortization schedules, interest rates, covenants, defaults,
            remedies, subordination provisions and other material terms in form
            and substance at least as favorable to the Lenders as the Senior
            Subordinated Notes as determined by the Administrative Agent or as
            are otherwise reasonably acceptable to the Administrative Agent and
            the Required Lenders. Without limiting the generality of the
            foregoing, (i) the subordination provisions in any Permitted
            Subordinated Indebtedness shall be on market terms for subordinated
            debt instruments prevailing at or around the time such Permitted
            Subordinated Indebtedness is incurred, (ii) the interest rate
            payable on any Permitted Subordinated Indebtedness shall be on
            market terms for subordinated debt instruments prevailing at or
            around the time such Permitted Subordinated Indebtedness is incurred
            and (iii) any Permitted Subordinated Indebtedness shall provide for
            no required payment of principal (whether by way of mandatory
            sinking fund, mandatory redemption, mandatory prepayment or
            otherwise) before November 30, 2009 except upon an asset sale or
            change of control so long as such payment is permitted to be made
            under this Agreement.

            "PERSON": an individual, partnership, corporation, business trust,
            joint stock company, trust, unincorporated association, joint
            venture, Governmental Authority or other entity of whatever nature.

            "PLAN": at a particular time, any employee benefit plan which is
            covered by ERISA and in respect of which the Borrower or a Commonly
            Controlled Entity is (or, if such plan were terminated at such time,
            would under Section 4069 of ERISA be deemed to be) an "employer" as
            defined in Section 3(5) of ERISA.

            "PROPERTIES": as defined in subsection 7.18(a).



                                       23
<PAGE>

            "RECEIVABLES FACILITY": any on or off-balance sheet receivables
            purchase and/or financing facility pursuant to which the Borrower
            and its Subsidiaries sell or contribute receivables to the
            Receivables Subsidiary.

            "RECEIVABLES FACILITY PREPAYMENT": (a) in the event that the
            aggregate outstanding principal balance of receivables sold under
            the Receivables Facility in effect on the Closing Date is increased
            to an amount exceeding $75,000,000, a prepayment on the Loans
            pursuant to subsection 6.3 in an amount equal to the Net Cash
            Proceeds received by the Borrower and its Subsidiaries from the
            initial sales of receivables effecting such increase above
            $75,000,000, and (b) in the event that any off-balance sheet
            Receivables Facility in effect on the Closing Date is terminated and
            the Borrowers incur any Permitted Receivables Indebtedness under
            subsection 2.5(a), a prepayment on the Loans pursuant to subsection
            6.3 in an amount equal to the Net Cash Proceeds received by the
            Borrower and its Subsidiaries from the initial sales of receivables
            pursuant to any off-balance sheet Receivables Facility thereafter
            implemented by Borrower and its Subsidiaries.

            "RECEIVABLES SUBSIDIARY": a direct or indirect wholly-owned, special
            purpose bankruptcy remote Subsidiary of the Borrower formed for the
            purpose of purchasing receivables from the Borrower and its
            Subsidiaries pursuant to the Receivables Facility.

            "REFINANCING": the following actions, to occur on or before the
            Closing Date: (i) the prepayment by the Borrower of all obligations
            under the Existing Credit Agreement, which obligations are not
            expected to exceed approximately $362,200,000 in aggregate principal
            amount, plus additional principal amounts used to finance seasonal
            working capital needs of the Borrower and its Subsidiaries, and
            accrued and unpaid interest thereon, (ii) the payment by the
            Borrower to the trustee under the Existing Senior Subordinated Note
            Indenture of funds sufficient to effect the satisfaction and
            discharge of such Indenture, which funds shall not exceed the
            aggregate principal amount of approximately $360,000,000, plus the
            call premium on the Existing Senior Subordinated Notes and the
            amount of interest thereon that will be accrued and unpaid on the
            date the Existing Senior Subordinated Notes are redeemed, (iii) the
            payment by the Borrower to the trustee under the Existing Senior
            Note Indenture of funds sufficient to effect the satisfaction and
            discharge of the Existing Senior Note Indenture, which funds shall
            not exceed the aggregate principal amount of approximately
            $150,000,000, plus the call premium on the Existing Senior Notes and
            the amount of interest thereon that will be accrued and unpaid on
            the date the Existing Senior Notes are redeemed, and (iv) the
            payment by the Borrower of Transaction Expenses.

            "REFUNDED SWING LINE LOANS": as defined in subsection 2.4(c).

            "REGISTER": as defined in subsection 13.7(d).



                                       24
<PAGE>

            "REGISTRATION RIGHTS AGREEMENT": if the Senior Subordinated Notes
            are issued pursuant to Rule 144A of the Securities Act, the
            Registration Rights Agreement, dated as of May 22, 2001, between the
            Borrower and the initial purchaser of the Senior Subordinated Notes
            for the benefit of the holders of the Senior Subordinated Notes.

            "REGULATION U": Regulation U of the Board as in effect from time to
            time.

            "REIMBURSEMENT OBLIGATION": the obligation of the Borrower to
            reimburse an Issuing Bank pursuant to subsection 3.4 for amounts
            drawn under Letters of Credit issued by such Issuing Bank.

            "RELATED AGREEMENTS": collectively, the Senior Subordinated Note
            Indenture, the Senior Subordinated Notes, the Registration Rights
            Agreement, the Receivables Facility documentation and, if the
            Holdings Reorganization occurs, the provisions of Holdings' charter
            documents governing the rights and preferences of any preferred
            stock issued by Holdings.

            "RELATED FUND": means with respect to any Lender that is a fund that
            invests in commercial loans, any other fund that invests in
            commercial loans and is managed or advised by the same investment
            advisor as such Lender or by an Affiliate of such investment
            advisor.

            "REORGANIZATION": with respect to any Multiemployer Plan, the
            condition that such plan is in reorganization within the meaning of
            Section 4241 of ERISA.

            "REPORTABLE EVENT": any of the events set forth in Section 4043(b)
            of ERISA, other than those events as to which the 30-day notice
            period is waived under subsections .13, .14, .16, .18, .19 or .20 of
            PBGC Reg.ss.2615.

            "REQUIRED CLASS LENDERS": at any time of determination (i) for the
            Class of Lenders having Revolving Credit Loan Exposure, Lenders
            having or holding more than 50% of the aggregate Revolving Credit
            Loan Exposure of all Lenders, (ii) for the Class of Lenders having
            Term A Loan Exposure, Lenders having or holding more than 50% of the
            aggregate Term A Loan Exposure of all Lenders, (iii) for the Class
            of Lenders having Term B Loan Exposure, Lenders having or holding
            more than 50% of the aggregate Term B Loan Exposure of all Lenders,
            and (iv) for any other Class of Lenders having any other Term Loan
            Exposure, the Lenders having or holding more than 50% of such other
            aggregate Term Loan Exposure of such other Lenders.

            "REQUIRED LENDERS": Lenders having or holding more than 50% of the
            sum of the aggregate Term Loan Exposure of all Lenders PLUS the
            aggregate Revolving Credit Loan Exposure of all Lenders.



                                       25
<PAGE>

            "REQUIREMENT OF LAW": as to any Person, the Certificate of
            Incorporation and By-Laws or other organizational or governing
            documents of such Person, and any law, treaty, rule or regulation or
            determination of an arbitrator or a court or other Governmental
            Authority, in each case applicable to or binding upon such Person or
            any of its property or to which such Person or any of its property
            is subject.

            "RESPONSIBLE OFFICER": the chief executive officer or the president
            of the Borrower or, with respect to financial matters, the chief
            financial officer or the vice president-finance of the Borrower.

            "REVOLVING CREDIT COMMITMENT": as to any Lender, the obligation of
            such Lender to make Revolving Credit Loans to the Borrower and/or
            issue or participate in Letters of Credit issued on behalf of the
            Borrower hereunder and/or to participate in Swing Line Loans to the
            Borrower, in an aggregate principal amount at any one time
            outstanding not to exceed the amount set forth opposite such
            Lender's name on Schedule 1.1 under the heading "Revolving Credit
            Commitment", as such amount may be reduced or increased from time to
            time in accordance with the provisions of this Agreement and any
            Increased Commitments Agreement.

            "REVOLVING CREDIT COMMITMENT PERCENTAGE": as to any Lender at any
            time, the percentage which such Lender's Revolving Credit Commitment
            then constitutes of the aggregate Revolving Credit Commitments (or,
            at any time after the Revolving Credit Commitments shall have
            expired or been terminated, the percentage which the aggregate
            amount of such Lender's Revolving Credit Loan Exposure then
            outstanding constitutes of the aggregate amount of all Revolving
            Credit Loan Exposure then outstanding).

            "REVOLVING CREDIT COMMITMENT PERIOD": the period from and including
            the Closing Date to but not including the Revolving Credit
            Termination Date or such earlier date on which the Revolving Credit
            Commitments terminate as provided herein.

            "REVOLVING CREDIT LOANS": as defined in subsection 2.1(a).

            "REVOLVING CREDIT LOAN EXPOSURE": with respect to any Lender, means,
            as of any date of determination (i) prior to the termination of the
            Revolving Credit Commitments, that Lender's Revolving Credit
            Commitment, and (ii) after the termination of the Revolving Credit
            Commitments, the sum of (a) the aggregate outstanding principal
            amount of the Revolving Credit Loans of that Lender PLUS (b) in the
            event that Lender is an Issuing Bank, the aggregate L/C Obligations
            in respect of all Letters of Credit issued by that Lender (in each
            case net of any participations purchased by other Lenders in such
            Letters of Credit or any unreimbursed drawings thereunder) PLUS (c)
            the aggregate amount of all participations purchased by that Lender
            in any outstanding Letters of Credit or


                                       26
<PAGE>

            any unreimbursed drawings under any Letters of Credit PLUS (d) in
            the case of Swing Line Lender, the aggregate outstanding principal
            amount of all Swing Line Loans (net of any participations thereof
            purchased by other Lenders) PLUS (e) the aggregate amount of all
            participations purchased by that Lender in any outstanding Swing
            Line Loans.

            "REVOLVING CREDIT NOTE": as defined in subsection 6.2(e).

            "REVOLVING CREDIT TERMINATION DATE": May 31, 2007.

            "S&P": Standard & Poor's Ratings Group or any successor.

            "SECURITIES ACT": the Securities Act of 1933, as amended from time
            to time, and any successor statute.

            "SECURITY AGREEMENT": the Security Agreement to be executed and
            delivered by the Loan Parties, substantially in the form of Exhibit
            B, as the same may be amended, supplemented or otherwise modified
            from time to time.

            "SECURITY DOCUMENTS": the collective reference to the Security
            Agreement and the Mortgages and all other security documents
            hereafter delivered to the Collateral Agent granting a Lien on any
            asset or assets of any Person to secure the obligations and
            liabilities of the Borrower hereunder and under any of the other
            Loan Documents or to secure any guarantee of any such obligations
            and liabilities.

            "SENIOR DEBT LEVERAGE RATIO": as of any date of determination, the
            ratio of (x) Consolidated Total Debt, MINUS the sum of (i) the
            outstanding principal amount of Revolving Credit Loans used to
            finance seasonal working capital needs of the Borrower up to
            $30,000,000, PLUS (ii) all Indebtedness that is not secured, in
            amounts determined on a consolidated basis in accordance with GAAP,
            including, without limitation, the Indebtedness in respect of the
            Senior Subordinated Notes, the Convertible Notes, the Apparel Notes
            and any Permitted Subordinated Indebtedness and acquisition
            Indebtedness, PLUS (iii) the aggregate amount of Unrestricted Cash
            held by the Borrower on such date PLUS (iv) to the extent that all
            or any part of the original $75,000,000 amount of the Receivables
            Facility received off-balance sheet treatment under GAAP on the
            Closing Date and is thereafter required to be included on Borrower's
            consolidated balance sheet, or to the extent that all or any part of
            the original $75,000,000 amount of the Receivables Facility is
            terminated, an amount equal to such part of such Receivables
            Facility receiving such on-balance sheet treatment or which has been
            so terminated PROVIDED that in no event shall the amount so deducted
            for purposes of this clause (iv) exceed $75,000,000 DIVIDED by (y)
            Consolidated EBITDA of the Borrower for the most recently ended four
            fiscal quarter period of the Borrower for which financial statements
            are available on or prior to such date of determination.



                                       27
<PAGE>

            "SENIOR SUBORDINATED NOTE INDENTURE": the Indenture dated as of May
            22, 2001 by and between the Borrower, as issuer, and The Bank of New
            York, as trustee, pursuant to which the Senior Subordinated Notes
            are issued, as the same may be amended, supplemented or otherwise
            modified from time to time, except as prohibited by the terms
            hereof.

            "SENIOR SUBORDINATED NOTES": the notes issued by the Borrower in the
            aggregate original amount of $350,000,000 pursuant to the Senior
            Subordinated Note Indenture. If the Senior Subordinated Notes are
            issued pursuant to Rule 144A of the Securities Act, or are otherwise
            issued in a private placement, the Senior Subordinated Notes shall
            include any new senior subordinated notes issued by the Borrower
            subsequent to the Closing Date in exchange for any or all of the
            Senior Subordinated Notes in the aggregate principal amount equal to
            the aggregate principal amount of the Senior Subordinated Notes so
            exchanged, which new senior subordinated notes shall be registered
            under the Securities Act.

            "SINGLE EMPLOYER PLAN": any Plan which is covered by Title IV of
            ERISA, but which is not a Multiemployer Plan.

            "SPC": as defined in subsection 13.7(h).

            "SPECIFIED EQUITY CONTRIBUTION": during any fiscal period of the
            Borrower, the amount of cash equity received by the Borrower during
            such period that is designated by the Borrower as a Specified Equity
            Contribution in the certificate delivered by the Borrower pursuant
            to subsection 9.2(b) with respect to the last day of such fiscal
            period, excluding any portion thereof used to prepay, repay, redeem,
            defease, or otherwise acquire for value any Senior Subordinated
            Notes or other subordinated debt, or that is used to finance any
            acquisition by the Borrower or any of its Subsidiaries; PROVIDED
            that (i) in each four-fiscal-quarter period, there shall be at least
            one fiscal quarter in which no amount shall be designated as a
            Specified Equity Contribution by the Borrower and (ii) in each
            eight-fiscal-quarter period, there shall be at least one period of
            four consecutive fiscal quarters in which no amount shall be
            designated as a Specified Equity Contribution by the Borrower.

            "STANDBY LETTER OF CREDIT": as defined in subsection 3.1(b)(i)(x).

            "STOCK PURCHASE AGREEMENT": the Stock Purchase Agreement, dated as
            of March 17, 1995, among the Borrower and certain Investors, as
            amended to the Closing Date and as the same may be amended,
            supplemented or otherwise modified from time to time.

            "SUBSIDIARY GUARANTEE": the Guarantee to be made by the Domestic
            Subsidiaries, other than the Receivables Subsidiary, listed as
            Subsidiary


                                       28
<PAGE>

            Guarantors on Schedule 7.16, substantially in the form of Exhibit
            C-2, as the same may be amended, supplemented or otherwise modified
            from time to time.

            "SUBSIDIARY": as to any Person, a corporation, partnership or other
            entity of which shares of stock or other ownership interests having
            ordinary voting power (other than stock or such other ownership
            interests having such power only by reason of the happening of a
            contingency) to elect a majority of the board of directors or other
            managers of such corporation, partnership or other entity are at the
            time owned, or the management of which is otherwise controlled,
            directly or indirectly through one or more intermediaries, or both,
            by such Person. Unless otherwise qualified, all references to a
            "Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a
            Subsidiary or Subsidiaries of the Borrower.

            "SWING LINE COMMITMENT": the Swing Line Lender's obligation to make
            Swing Line Loans pursuant to subsection 2.4.

            "SWING LINE LENDER": CSFB in its capacity as provider of the Swing
            Line Loans.

            "SWING LINE LOAN PARTICIPATION CERTIFICATE": a certificate in
            substantially the form of Exhibit G.

            "SWING LINE LOANS": as defined in subsection 2.4(a).

            "SWING LINE NOTE": as defined in subsection 2.4(b).

            "TERM A LOAN": as defined in subsection 4.1(a).

            "TERM A LOAN COMMITMENT": as to any Lender, the obligation of such
            Lender to make a Term A Loan to the Borrower on the Closing Date or
            on the date provided for in any Increased Commitments Agreement, in
            a principal amount not to exceed the amount set forth opposite such
            Lender's name on Schedule 1.1 under the heading "Term A Loan
            Commitment".

            "TERM A LOAN COMMITMENT PERCENTAGE": as to any Lender at any time,
            the percentage which such Lender's Term A Loan Commitment then
            constitutes of the aggregate Term A Loan Commitments (or, at any
            time after the Term A Loan Commitments shall have expired or been
            terminated, the percentage which the aggregate principal amount of
            such Lender's Term A Loans then outstanding constitutes of the
            aggregate principal amount of all Term A Loans then outstanding).

            "TERM A LOAN EXPOSURE": with respect to any Lender, means, as of any
            date of determination (i) prior to the funding of the Term A Loans,
            that Lender's Term A Loan Commitment, and (ii), after the funding of
            the Term A Loans, the outstanding principal amount of the Term A
            Loan of that Lender.


                                       29
<PAGE>


            "TERM A LOAN MATURITY DATE": May 31, 2007.

            "TERM A LOAN NOTE": as defined in subsection 6.2(e).

            "TERM B LOAN": as defined in subsection 5.1(a).

            "TERM B LOAN COMMITMENT": as to any Lender, the obligation of such
            Lender to make a Term B Loan to the Borrower on the Closing Date or
            on the date provided for in any Increased Commitments Agreement, in
            a principal amount not to exceed the amount set forth opposite such
            Lender's name on Schedule 1.1 under the heading "Term B Loan
            Commitment".

            "TERM B LOAN COMMITMENT PERCENTAGE": as to any Lender at any time,
            the percentage which such Lender's Term B Loan Commitment then
            constitutes of the aggregate Term B Loan Commitments (or, at any
            time after the Term B Loan Commitments shall have expired or been
            terminated, the percentage which the aggregate principal amount of
            such Lender's Term B Loans then outstanding constitutes of the
            aggregate principal amount of all Term B Loans then outstanding).

            "TERM B LOAN EXPOSURE": with respect to any Lender, means, as of any
            date of determination (i) prior to the funding of the Term B Loans,
            that Lender's Term B Loan Commitment, and (ii), after the funding of
            the Term B Loans, the outstanding principal amount of the Term B
            Loan of that Lender.

            "TERM B LOAN MATURITY DATE": May 31, 2009.

            "TERM B LOAN NOTE": as defined in subsection 6.2(e).

            "TERM LOANS": the Term A Loans, the Term B Loans and term loans made
            to the Borrower pursuant to subsection 2.5 and any Increased
            Commitments Agreement.

            "TERM LOAN COMMITMENT": as to any Lender, the obligation of such
            Lender to make Term A Loans pursuant to subsection 4.1, to make Term
            B Loans pursuant to subsection 5.1, and to make other Term Loans
            pursuant to subsection 2.5 and any Increased Commitment Agreement,
            and "Term Loan Commitments" means such commitments of all Term Loan
            Lenders in the aggregate.

            "TERM LOAN EXPOSURE": at any time of determination, (i) the Term A
            Loan Exposure of any Lender, (ii) the Term B Loan Exposure of any
            Lender and (iii) with respect to any other Lender, (a) prior to the
            funding of any Term Loans other than Term A Loans or Term B Loans,
            that Lender's Term Loan Commitment with respect to such other Term
            Loans, and (b), after the funding of such other Term Loans, the
            outstanding principal amount of such other Term Loans of that
            Lender.



                                       30
<PAGE>

            "TERM LOAN LENDER": any Lender who holds a Term Loan Commitment or
            who has made a Term Loan hereunder and any assignee of such Lender
            pursuant to subsection 13.7.

            "TERM LOAN NOTES": as defined in subsection 6.2(e).

            "TEST DATE": as defined in subsection 10.1(b).

            "TRADEMARK LICENSE AGREEMENT": the Trademark License Agreement dated
            November 19, 1991, among Playtex Marketing Corporation as Licensor
            and Playtex Apparel, Inc. and Playtex Family Products Corporation as
            Licensees, as the same may be amended, supplemented or otherwise
            modified from time to time.

            "TRADEMARK SUBSIDIARY AGREEMENT": the Trademark Subsidiary
            Agreement, dated the Closing Date, made by the Borrower and Playtex
            Marketing Corporation in favor of the Administrative Agent,
            substantially in the form of Exhibit H, as the same may be amended,
            supplemented or otherwise modified from time to time.

            "TRANSACTION EXPENSES": the fees, costs and expenses paid or payable
            by any Loan Party pursuant hereto on the Closing Date and other
            fees, costs, premiums and expenses paid or payable by any Loan Party
            in connection with the Transactions.

            "TRANSACTIONS": the transactions contemplated under this Agreement
            and the other Loan Documents on the Closing Date, the issuance of
            the Senior Subordinated Notes, any sale of receivables pursuant to
            the Receivables Facility on the Closing Date, and other transactions
            related to any of the foregoing.

            "TRANSFERABLE ASSETS": as defined in subsection 10.5.

            "TRANSFEREE": as defined in subsection 13.7(f).

            "TYPE": as to any Loan, its nature as an ABR Loan or a Eurodollar
            Loan.

            "UNIFORM CUSTOMS": the Uniform Customs and Practice for Documentary
            Credits (1993 Revision), International Chamber of Commerce
            Publication No. 500, as the same may be amended from time to time.

            "UNRESTRICTED CASH": Cash or Cash Equivalents of Borrower which are
            not subject to any Lien or other charge or encumbrance of any kind
            whatsoever other than in favor of Collateral Agent pursuant to the
            Security Documents.

                                       31
<PAGE>

            1.2 OTHER DEFINITIONAL PROVISIONS.

            (a) Unless otherwise specified therein, all terms defined in this
Agreement shall have the defined meanings when used in any Note or any
certificate or other document made or delivered pursuant hereto.

            (b) As used herein and in any Note, and any certificate or other
document made or delivered pursuant hereto, accounting terms relating to the
Borrower and its Subsidiaries not defined in subsection 1.1 and accounting terms
partly defined in subsection 1.1, to the extent not defined, shall have the
respective meanings given to them under GAAP.

            (c) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
subsection, Schedule and Exhibit references are to this Agreement unless
otherwise specified and references to Schedules to this Agreement are references
to such Schedules as amended, supplemented, or otherwise modified from time to
time in accordance with the terms hereof.

            (d) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

                           SECTION 2. AMOUNT AND TERMS
                         OF REVOLVING CREDIT COMMITMENTS

            2.1 REVOLVING CREDIT COMMITMENTS.

            (a) Subject to the terms and conditions hereof, each Lender having a
Revolving Credit Commitment severally agrees to make revolving credit loans
("REVOLVING CREDIT LOANS") to the Borrower from time to time during the
Revolving Credit Commitment Period in an aggregate principal amount at any one
time outstanding which does not exceed the amount of such Lender's Revolving
Credit Commitment Percentage of the aggregate Revolving Credit Commitments.
During the Revolving Credit Commitment Period the Borrower may use the Revolving
Credit Commitments by borrowing, prepaying the Revolving Credit Loans in whole
or in part, and reborrowing, all in accordance with the terms and conditions
hereof.

            (b) The Revolving Credit Loans may from time to time be (i)
Eurodollar Loans, (ii) ABR Loans or (iii) a combination thereof, as determined
by the Borrower and notified to the Administrative Agent in accordance with
subsections 2.2 and 6.4, PROVIDED that no Revolving Credit Loan shall be made as
a Eurodollar Loan after the day that is one month prior to the Revolving Credit
Termination Date.

            (c) Proceeds of the Revolving Credit Loans in an amount not to
exceed $15,000,000 may be used by the Borrower on the Closing Date, together
with other funds available to the Borrower, including, without limitation, the
proceeds of the Senior Subordinated Notes, the Term A Loans, the Term B Loans
and any proceeds from the


                                       32
<PAGE>

Receivables Facility received on the Closing Date, to consummate the
Refinancing. Proceeds of the Revolving Credit Loans made thereafter (or Swing
Line Loans, if applicable) shall be used for general corporate purposes of the
Borrower and its Subsidiaries, including permitted acquisitions and investments.

            2.2 PROCEDURE FOR REVOLVING CREDIT BORROWING. The Borrower may
borrow under the Revolving Credit Commitments during the Revolving Credit
Commitment Period on any Business Day, provided that the Borrower shall give the
Administrative Agent, except as expressly set forth in subsection 6.8,
irrevocable notice (which notice must be received by the Administrative Agent
prior to 1:00 P.M., New York City time, (a) three Business Days prior to the
requested Borrowing Date, if all or any part of the requested Revolving Credit
Loans are to be initially Eurodollar Loans or (b) one Business Day prior to the
requested Borrowing Date, otherwise), specifying (i) the amount to be borrowed,
(ii) the requested Borrowing Date, (iii) whether the borrowing is to be of
Eurodollar Loans, ABR Loans or a combination thereof and (iv) if the borrowing
is to be entirely or partly of Eurodollar Loans, the respective amounts of each
such Type of Loan and the respective lengths of the initial Interest Periods
therefor. Each borrowing under the Revolving Credit Commitments shall be in an
amount equal to (other than Refunded Swing Line Loans) $5,000,000 or a multiple
of $1,000,000 in excess thereof (or, if the then aggregate Available Revolving
Credit Commitments are less than $5,000,000, such lesser amount). Upon receipt
of any such notice from the Borrower, the Administrative Agent shall promptly
notify each Lender having a Revolving Credit Commitment thereof. Each Lender
will make the amount of its Revolving Credit Commitment Percentage of each
borrowing available to the Administrative Agent for the account of the Borrower
at the office of the Administrative Agent specified in subsection 13.3 prior to
11:00 A.M., New York City time, on the Borrowing Date requested by the Borrower
in funds immediately available to the Administrative Agent, provided that, on
the Closing Date each Lender shall make such funds available to the
Administrative Agent prior to 10:00 A.M., New York City time. Such borrowing
will then be made available to the Borrower by the Administrative Agent
crediting the account of the Borrower on the books of such office with the
aggregate of the amounts made available to the Administrative Agent by the
Lenders and in like funds as received by the Administrative Agent.

            2.3 TERMINATION OR REDUCTION OF REVOLVING CREDIT COMMITMENTS. The
Borrower shall have the right, upon not less than five Business Days' notice to
the Administrative Agent, to terminate the Revolving Credit Commitments or, from
time to time, to reduce the amount of the Revolving Credit Commitments. Any such
reduction shall be in an amount equal to $5,000,000 or a multiple of $1,000,000
in excess thereof and shall reduce permanently the Revolving Credit Commitments
then in effect, provided that no such termination or reduction shall be
permitted if, after giving effect thereto and to any prepayments of the
Revolving Credit Loans and Swing Line Loans made on the effective date thereof,
the aggregate principal amount of the Revolving Credit Loans and Swing Line
Loans then outstanding, when added to the then outstanding L/C Obligations,
would exceed the Revolving Credit Commitments then in effect.

                                       33
<PAGE>

            2.4 SWING LINE COMMITMENT.

            (a) Subject to the terms and conditions hereof, the Swing Line
Lender agrees to make swing line loans (individually, a "SWING LINE LOAN";
collectively, the "SWING LINE LOANS") to the Borrower from time to time during
the period from the Closing Date through the fifth Business Day preceding the
Revolving Credit Termination Date in an aggregate principal amount at any one
time outstanding not to exceed $15,000,000, provided that at no time may the sum
of the Swing Line Loans, the Revolving Credit Loans and the outstanding L/C
Obligations exceed the Revolving Credit Commitments. During the Revolving Credit
Commitment Period, the Borrower may use the Swing Line Commitment by borrowing,
prepaying the Swing Line Loans in whole or in part, and reborrowing, all in
accordance with the terms and conditions hereof. All Swing Line Loans shall be
made as ABR Loans and shall not be entitled to be converted into Eurodollar
Loans. The Borrower shall give the Swing Line Lender irrevocable notice (which
notice must be received by the Swing Line Lender prior to 1:00 p.m., New York
City time) on the requested Borrowing Date specifying the amount of the
requested Swing Line Loan which shall be in an aggregate minimum amount of
$500,000 or a multiple of $100,000 in excess thereof (except with respect to
deemed Swing Line Loans under subsection 3.4). The proceeds of the Swing Line
Loan will be made available by the Swing Line Lender to the Borrower at the
office of the Swing Line Lender by 3:00 p.m. on the Borrowing Date by crediting
the account of the Borrower at such office with such proceeds, provided that,
with respect to deemed Swing Line Loans under subsection 3.4, the Swing Line
Lender will transmit the proceeds of such Swing Line Loans directly to the
Issuing Bank. The Borrower may at any time and from time to time, prepay the
Swing Line Loans, in whole or in part, without premium or penalty, by notifying
the Swing Line Lender prior to 1:00 p.m. on any Business Day of the date and
amount of prepayment. If any such notice is given, the amount specified in such
notice shall be due and payable by 3:00 p.m. on such date on the date specified
therein. Partial prepayments shall be in an aggregate principal amount of
$100,000 or a multiple of $100,000 in excess thereof.

            (b) The Swing Line Loans shall be evidenced by a promissory note of
the Borrower substantially in the form of Exhibit A-4, with appropriate
insertions (the "SWING LINE NOTE"), payable to the order of the Swing Line
Lender and representing the obligation of the Borrower to pay the amount of the
Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line
Loans, with interest thereon as prescribed in subsection 6.6. The Swing Line
Lender is hereby authorized to record the Borrowing Date, the amount of each
Swing Line Loan and the date and amount of each payment or prepayment of
principal thereof, on the schedule annexed to and constituting a part of the
Swing Line Note and any such recordation shall constitute PRIMA FACIE evidence
of the accuracy of the information so recorded, PROVIDED that the failure by the
Swing Line Lender to make any such recordation or any error in any such
recordation shall not affect any of the obligations of the Borrower under such
Swing Line Note or this Agreement. The Swing Line Note shall (i) be dated the
Closing Date, (ii) be stated to mature on the fifth Business Day preceding the
Revolving Credit Termination Date and (iii) bear interest for the period from
the date thereof until paid in full on the unpaid principal amount thereof from
time to time outstanding at the applicable interest rate per annum determined as
provided in, and payable as specified in, subsection 6.6.



                                       34
<PAGE>

            (c) The Swing Line Lender, at any time in its sole and absolute
discretion may, on behalf of the Borrower (which hereby irrevocably directs the
Swing Line Lender to act on its behalf) request each Lender including the Swing
Line Lender, to make a Revolving Credit Loan in an amount equal to such Lender's
Revolving Credit Commitment Percentage of the amount of the Swing Line Loans
outstanding on the date such notice is given (the "REFUNDED SWING LINE LOANS").
Unless any of the events described in paragraph (f) of SECTION 11 shall have
occurred with respect to the Borrower (in which event the procedures of
paragraph (e) of this subsection 2.4 shall apply) each Lender shall make the
proceeds of its Revolving Credit Loan available to the Administrative Agent for
the account of the Swing Line Lender at the office of the Administrative Agent
specified in subsection 13.3 prior to 12:00 Noon (New York City time) in funds
immediately available on the Business Day next succeeding the date such notice
is given. The proceeds of such Revolving Credit Loans shall be immediately
applied to repay the Refunded Swing Line Loans. Effective on the day such
Revolving Credit Loans are made, the portion of the Swing Line Loans so paid
shall no longer be outstanding as Swing Line Loans, shall no longer be due under
the Swing Line Note and shall be due under the respective Revolving Credit Notes
issued to the Lenders in accordance with their respective Revolving Credit
Commitment Percentages. The Borrower authorizes the Swing Line Lender to charge
the Borrower's accounts with the Administrative Agent (up to the amount
available in each such account) in order to immediately pay the amount of such
Refunded Swing Line Loans to the extent amounts received from the Revolving
Credit Lenders are not sufficient to repay in full such Refunded Swing Line
Loans. The Swing Line Lender agrees to notify the Borrower after any such
application made by such Swing Line Lender, provided that the failure to give
such notice shall not affect the validity of such application.

            (d) Notwithstanding anything herein to the contrary, the Swing Line
Lender shall not be obligated to make any Swing Line Loans if the conditions set
forth in subsection 8.2 have not been satisfied.

            (e) If prior to the making of a Revolving Credit Loan pursuant to
paragraph (c) of subsection 2.4 one of the events described in paragraph (f) of
SECTION 11 shall have occurred and be continuing with respect to the Borrower,
each Lender will, on the date such Revolving Credit Loan was to have been made
pursuant to the notice in subsection 2.4(c), purchase an undivided participating
interest in the Refunded Swing Line Loans in an amount equal to (i) its
Revolving Credit Commitment Percentage TIMES (ii) the aggregate principal amount
of Swing Line Loans then outstanding which were to have been repaid with such
Revolving Credit Loans. Each Lender will immediately transfer to the Swing Line
Lender, in immediately available funds, the amount of its participation, and
upon receipt thereof the Swing Line Lender will deliver to such Lender a Swing
Line Loan Participation Certificate dated the date of receipt of such funds and
in such amount.

            (f) Whenever, at any time after any Lender has purchased a
participating interest in a Swing Line Loan, the Swing Line Lender receives any
payment on account thereof, the Swing Line Lender will distribute to such Lender
its participating interest in such amount (appropriately adjusted, in the case
of interest payments, to reflect the period of time during which such Lender's
participating interest was outstanding and funded); PROVIDED, HOWEVER, that in
the event that such payment received by the Swing Line Lender is required to


                                       35
<PAGE>

be returned, such Lender will return to the Swing Line Lender any portion
thereof previously distributed by the Swing Line Lender to it.

            (g) Each Lender's obligation to make the Loans referred to in
subsection 2.4(c) and to purchase participating interests pursuant to subsection
2.4(e) shall be absolute and unconditional and shall not be affected by any
circumstance, including, without limitation, (i) any set-off, counterclaim,
recoupment, defense or other right which such Lender or the Borrower may have
against the Swing Line Lender, the Borrower or any other Person for any reason
whatsoever; (ii) the occurrence or continuance of a Default or an Event of
Default; (iii) any adverse change in the condition (financial or otherwise) of
the Borrower; (iv) any breach of this Agreement or any other Loan Document by
the Borrower, any Subsidiary or any other Lender; or (v) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing;
provided no Lender shall have any obligation to make the Loans referred to in
subsection 2.4(c) or to purchase participating interests pursuant to subsection
2.4(e) with respect to Swing Line Loans made at a time when (x) the conditions
in subsection 8.2 are not satisfied and (y) such Lender has notified the Swing
Line Lender that it will not make such Loans or purchase such participations
with respect to Swing Line Loans made after the date of such notice due to the
failure of such conditions to be satisfied.

            2.5 INCREASED COMMITMENTS; ADDITIONAL LENDERS.

            (a) From time to time subsequent to the Closing Date, the Borrower
may, upon at least thirty (30) days notice to the Administrative Agent (which
shall promptly provide a copy of such notice to the Lenders), propose to
increase the aggregate amount of the Revolving Credit Commitments and/or the
Term Loan Commitments by an amount which does not exceed the amount of any
Indebtedness then permitted to be incurred by the Borrower under subsection
10.2(e)(z) (the "PERMITTED ACQUISITION INDEBTEDNESS") and, in the event that any
off-balance sheet Receivables Facility in effect on the Closing Date is
terminated, by an amount which does not exceed the lesser of (x) the then
outstanding balance of indebtedness incurred by the Receivables Subsidiary under
such Receivables Facility or (y) $100,000,000 (the "Permitted Receivables
Indebtedness"), it being understood that any increases pursuant to this
subsection 2.5(a) must be in compliance with the provisions of this subsection
and, in the case of any Permitted Acquisition Indebtedness, subsection
10.2(e)(z) (any such increase, the "INCREASED COMMITMENTS").

            (b) The Increased Commitments may be provided, in whole or in part,
by the existing Lenders under this Agreement or by any other lender (an
"ADDITIONAL LENDER"), which agrees to become a party to this Agreement. The sum
of the increases in the Commitments of the existing Lenders pursuant to this
subsection 2.5 plus the Commitments of the Additional Lenders, together with any
Increased Commitments previously provided by Lenders to this Agreement and
Additional Lenders, shall not (A) in the case of Permitted Acquisition
Indebtedness, in the aggregate exceed the amount of the Permitted Acquisition
Indebtedness permitted under subsection 10.2(e)(z) and (B) in the case of
Permitted Receivables Indebtedness, in the aggregate exceed the lesser of (x)
the outstanding balance of indebtedness incurred by the Receivables Subsidiary
under such terminated Receivables Facility or (y)


                                       36
<PAGE>

$100,000,000, in each case whether such Commitments are Revolving Credit
Commitments or Term Loan Commitments or a combination thereof.

            (c) An increase in the aggregate amount of the Commitments pursuant
to this subsection 2.5 shall become effective upon the receipt by the
Administrative Agent of an Increased Commitments Agreement in form and substance
reasonably satisfactory to the Administrative Agent signed by the Borrower, by
each Additional Lender and by each other Lender providing such Increased
Commitments, setting forth the new Commitments of such Lenders and setting forth
the agreement of each Additional Lender to become a party to this Agreement and
to be bound by all the terms and provisions hereof, together with such evidence
of appropriate corporate authorization on the part of the Borrower with respect
to the Increased Commitments and such opinions of counsel for the Borrower with
respect to the Increased Commitments as the Administrative Agent may reasonably
request. The Increased Commitments Agreement shall specify in the case of Term
Loans, the maturity date (which shall not be earlier than the Revolving
Commitment Termination Date), prepayment schedule (which shall not require
amortization of more than 20% of the principal amount of such Term Loans prior
to the Revolving Commitment Termination Date), interest rate or rates, form of
Term Note, fees in respect of such Term Loan Commitments and other matters
particular to such Term Loan Commitments, such Term Loans and such Term Loan
Lenders.

            (d) No consent by Lenders to the Increased Commitments Agreement
shall be required by reason of an increase in Commitments pursuant to this
subsection 2.5, except to the extent the consent of any Lender is required if it
agrees to increase its Revolving Credit Commitment or its Term Loan Commitment.
No Lender shall be obligated to increase its Commitments by reason of a request
of the Borrower pursuant to this subsection 2.5.

                          SECTION 3. LETTERS OF CREDIT

            3.1 L/C COMMITMENT.

            (a) Subject to the terms and conditions hereof, the Issuing Bank, in
reliance on the agreements of the other Lenders set forth in subsection 3.3(a),
agrees to issue letters of credit (together with the Existing Letters of Credit,
"LETTERS OF CREDIT") for the account of the Borrower on any Business Day during
the Revolving Credit Commitment Period in such form as may be approved from time
to time by the Issuing Bank; provided that the Issuing Bank shall not issue any
Letter of Credit if, after giving effect to such issuance, (i) the L/C
Obligations would exceed $15,000,000 or (ii) the aggregate Available Revolving
Credit Commitments of all Lenders would be less than zero.

            (b) Each Letter of Credit shall:

            (i) be denominated in Dollars, be in a minimum amount of at least
$20,000 and shall be either (x) a standby letter of credit issued to support
obligations of the Borrower and its Subsidiaries, contingent or otherwise, not
prohibited hereunder (a "STANDBY LETTER OF CREDIT"), or (y) a commercial letter
of credit issued in respect of the purchase of good


                                       37
<PAGE>

or services by the Borrower and its Subsidiaries in the ordinary course of
business (a "COMMERCIAL LETTER OF CREDIT"); and

            (ii) expire no later than the earlier of (x) 180 days after its
issuance (or, 365 days in the case of a Standby Letter of Credit), and (y) the
fifth business day prior to the Revolving Credit Termination Date; PROVIDED that
the immediately preceding clause (x) shall not prevent the Issuing Bank from
agreeing that a Letter of Credit will automatically be extended for one or more
successive periods not to exceed one year each unless the Issuing Bank elects
not to extend for any such additional period; PROVIDED FURTHER that the Issuing
Bank shall deliver a written notice to the Administrative Agent setting forth
the last day on which the Issuing Bank may give notice that it will not extend
such Standby Letter of Credit (the "NOTIFICATION DATE") at least ten Business
Days prior to such Notification Date; and PROVIDED FURTHER that the Issuing Bank
shall give notice that it will not extend such Standby Letter of Credit if has
knowledge that an Event of Default has occurred and is continuing on such
Notification Date, unless such Event of Default has been waived in accordance
with subsection 13.1.

            (c) Each Letter of Credit shall be subject to the Uniform Customs
and, to the extent not inconsistent therewith, the laws of the State of New
York.

            (d) The Issuing Bank shall not at any time be obligated to issue any
Letter of Credit hereunder if such issuance would conflict with, or cause the
Issuing Bank or any L/C Participant to exceed any limits imposed by, any
applicable Requirement of Law.

            3.2 PROCEDURE FOR ISSUANCE OF LETTERS OF CREDIT.

            (a) Whenever the Borrower desires the issuance of a Letter of
Credit, it shall deliver to the Administrative Agent, and to the Issuing Bank if
other than the Administrative Agent, an Application no later than 12:00 Noon
(New York City time) at least three Business Days (in the case of Standby
Letters of Credit) or five Business Days (in the case of Commercial Letters of
Credit), or in each case such shorter period as may be agreed to by the Issuing
Bank in any particular instance, in advance of the proposed date of issuance.
The Issuing Bank, in its reasonable discretion, may require changes in the text
of the proposed Letter of Credit or any documents described in or attached to
the Request for Issuance. In furtherance of the provisions of subsection 13.3,
and not in limitation thereof, the Borrower may submit Requests for Issuance by
telefacsimile and the Administrative Agent and the Issuing Banks may rely and
act upon any such Request for Issuance without receiving an original signed copy
thereof.

            The Borrower shall notify the applicable Issuing Bank (and the
Administrative Agent, if the Administrative Agent is not such Issuing Bank)
prior to the issuance of any Letter of Credit in the event that any of the
matters to which the Borrower is required to certify in the applicable
Application is no longer true and correct as of the proposed date of issuance of
such Letter of Credit, and upon the issuance of any Letter of Credit the
Borrower shall be deemed to have re-certified, as of the date of such issuance,
as to the matters to which the Borrower is required to certify in the applicable
Application.



                                       38
<PAGE>

            (b) Upon receipt by the Issuing Bank of an Application pursuant to
subsection 3.2(a) requesting the issuance of a Letter of Credit, the Issuing
Bank shall be obligated to issue such Letter of Credit and shall be the Issuing
Bank with respect thereto, notwithstanding the fact that the L/C Obligations
with respect to such Letter of Credit and with respect to all other Letters of
Credit issued by the Issuing Bank, when aggregated with the Issuing Bank's
outstanding Revolving Credit Loans and, with respect to the Administrative
Agent, Swing Line Loans, may exceed the Issuing Bank's Revolving Credit
Commitment then in effect. Notwithstanding the foregoing, in the event that all
other permitted Issuing Banks have declined to issue such Letter of Credit, the
Administrative Agent shall be obligated to issue such Letter of Credit and shall
be the Issuing Bank with respect thereto.

            3.3 L/C PARTICIPATIONS.

            (a) The Issuing Bank irrevocably agrees to grant and hereby grants
to each L/C Participant, and, to induce the Issuing Bank to issue Letters to
Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase
and hereby accepts and purchases from the Issuing Bank, on the terms and
conditions hereinafter stated, for such L/C Participant's own account and risk
an undivided interest equal to such L/C Participant's Revolving Credit
Commitment Percentage in the Issuing Bank's obligations and rights under each
Letter of Credit issued hereunder and the amount of each draft paid by the
Issuing Bank thereunder. Each L/C Participant unconditionally and irrevocably
agrees with the Issuing Bank that, if a draft is paid under any Letter of Credit
for which the Issuing Bank is not reimbursed in full by the Borrower in
accordance with the terms of this Agreement, such L/C Participant shall pay to
the Issuing Bank upon demand at the Issuing Bank's address for notices specified
herein an amount equal to such L/C Participant's Revolving Credit Commitment
Percentage of the amount of such draft, or any part thereof, which is not so
reimbursed.

            (b) If any amount required to be paid by any L/C Participant to the
Issuing Bank pursuant to subsection 3.3(a) in respect of any unreimbursed
portion of any payment made by the Issuing Bank under any Letter of Credit is
paid to the Issuing Bank within three Business Days after the date such payment
is due, such L/C Participant shall pay to the Issuing Bank on demand an amount
equal to the product of (i) such amount, times (ii) the daily average Federal
Funds Effective Rate (as defined in the definition of ABR in subsection 1.1)
during the period from and including the date such payment is required to the
date on which such payment is immediately available to the Issuing Bank, times
(iii) a fraction the numerator of which is the number of days that elapse during
such period and the denominator of which is 360. If any such amount required to
be paid by any L/C Participant pursuant to subsection 3.3(a) is not in fact made
available to the Issuing Bank by such L/C Participant within three Business Days
after the date such payment is due, the Issuing Bank shall be entitled to
recover from such L/C Participant, on demand, such amount with interest thereon
calculated from such due date at the rate per annum applicable to ABR Loans
hereunder. A certificate of the Issuing Bank submitted to any L/C Participant
with respect to any amounts owing under this subsection shall be conclusive in
the absence of manifest error.

            (c) Whenever, at any time after the Issuing Bank has made payment
under any Letter of Credit and has received from any L/C Participant its pro
rata share of such payment in


                                       39
<PAGE>

accordance with subsection 3.3(a), the Issuing Bank receives any payment related
to such Letter of Credit (whether directly from the Borrower or otherwise), or
any payment of interest on account thereof, the Issuing Bank will distribute to
such L/C Participant its pro rata share thereof; PROVIDED, HOWEVER, that in the
event that any such payment received by the Issuing Bank shall be required to be
returned by the Issuing Bank, such L/C Participant shall return to the Issuing
Bank the portion thereof previously distributed by the Issuing Bank to it.

            3.4 REIMBURSEMENT OBLIGATION OF THE BORROWER.

            (a) The Borrower agrees to reimburse the Issuing Bank on each date
on which the Issuing Bank notifies the Borrower of the date and amount of a
draft presented under any Letter of Credit and paid by the Issuing Bank for the
amount of (i) such draft so paid and (ii) any taxes, fees, charges or other
costs or expenses incurred by the Issuing Bank in connection with such payment.
Each such payment shall be made to the Issuing Bank at its address for notices
specified herein in lawful money of the United States of America and in
immediately available funds. Each drawing honored by the Issuing Bank, to the
extent of the availability under the Swing Line Commitment, shall constitute a
request to the Swing Line Lender to make a Swing Line Loan for the amount of
such drawing. Subject to the satisfaction or waiver of the terms and conditions
hereof, the Swing Line Lender will make a Swing Line Loan in the amount of such
drawing on the date thereof.

            (b) Interest shall be payable on any and all amounts remaining
unpaid by the Borrower under this subsection from the date such amounts become
payable (whether at stated maturity, by acceleration or otherwise) until payment
in full at the rate which would be payable on any outstanding ABR Loans which
were then overdue.

            3.5 OBLIGATIONS ABSOLUTE.

            (a) The Borrower's obligations under this SECTION 3 shall be
absolute and unconditional under any and all circumstances and irrespective of
any set-off, counterclaim or defense to payment which the Borrower may have or
have had against the Issuing Bank or any beneficiary of a Letter of Credit.

            (b) The Borrower also agrees with the Issuing Bank that the Issuing
Bank shall not be responsible for, and the Borrower's Reimbursement Obligations
under subsection 3.4(a) shall not be affected by, among other things, (i) the
validity or genuineness of documents or of any endorsements thereon, even though
such documents shall in fact prove to be invalid, fraudulent or forged, or (ii)
any dispute between or among the Borrower and any beneficiary of any Letter of
Credit or any other party to which such Letter of Credit may be transferred, or
(iii) any claims whatsoever of the Borrower against any beneficiary of such
Letter of Credit or any such transferee, or (iv) any inability or failure of the
Swing Line Lender to make a deemed Swing Line Loan pursuant to subsection
3.4(a).

            (c) The Issuing Bank shall not be liable for any error, omission,
interruption or delay in transmission, dispatch or delivery of any message or
advice, however transmitted, in


                                       40
<PAGE>

connection with any Letter of Credit, except for errors or omissions caused by
the Issuing Bank's gross negligence or willful misconduct.

            (d) The Borrower agrees that any action taken or omitted by the
Issuing Bank under or in connection with any Letter of Credit or the related
drafts or documents, if done in the absence of gross negligence or willful
misconduct and in accordance with the standards of care specified in the Uniform
Customs and the Uniform Commercial Code of the State of New York, shall be
binding on the Borrower and shall not result in any liability of the Issuing
Bank to the Borrower.

            3.6 LETTER OF CREDIT PAYMENTS. If any draft shall be presented for
payment under any Letter of Credit, the Issuing Bank shall promptly notify the
Borrower of the date and amount thereof. The responsibility of the Issuing Bank
to the Borrower in connection with any draft presented for payment under any
Letter of Credit shall, in addition to any payment obligation expressly provided
for in such Letter of Credit, be limited to determining that the documents
(including each draft) delivered under such Letter of Credit in connection with
such presentment are in conformity with such Letter of Credit.

            3.7 APPLICATION. To the extent that any provision of any Application
related to any Letter of Credit is inconsistent with the provisions of this
SECTION 3, the provisions of this SECTION 3 shall apply.

            SECTION 4. TERM A LOANS

            4.1 TERM A LOANS.

            (a) Subject to the terms and conditions hereof, each Lender having a
Term A Loan Commitment severally agrees to make a tranche A term loan (each a
"TERM A LOAN"; collectively, the "TERM A LOANS") to the Borrower on the Closing
Date or on the date provided for in any Increased Commitments Agreement, in an
amount not to exceed the amount of the Term A Loan Commitment of such Lender.

            (b) The Term A Loans may from time to time be (i) Eurodollar Loans,
(ii) ABR Loans or (iii) a combination thereof, as determined by the Borrower and
notified to the Administrative Agent in accordance with subsections 4.2 and 6.4.

            4.2 PROCEDURE FOR CLOSING DATE TERM A LOAN BORROWING. The Term A
Loans may be borrowed in a single drawing on the Closing Date. To borrow the
Term A Loans, the Borrower shall give the Administrative Agent irrevocable
notice (which notice must be received by the Administrative Agent prior to 1:00
P.M., New York City time, (a) three Business Days prior to the Closing Date, if
all or any part of the Term A Loans are to be initially Eurodollar Loans, or (b)
one Business Day prior to the Closing Date, if the Term A Loans are to be
initially ABR Loans, in each case requesting that the Lenders make the Term A
Loans on the Closing Date, and specifying (i) the amount to be borrowed, (ii)
whether the Term A Loans are to be initially Eurodollar Loans, ABR Loans or a
combination thereof, and (iii) if the Term A Loans are to be entirely or partly
Eurodollar Loans, the respective amounts of each


                                       41
<PAGE>

such Type of Loan and the respective lengths of the initial Interest Periods
therefor. Upon receipt of such notice the Administrative Agent shall promptly
notify each Lender having a Term A Loan Commitment thereof. Not later than 10:00
A.M. on the Closing Date, each Lender shall make available to the Administrative
Agent at its office specified in subsection 13.3 the amount of such Lender's
Term A Loan Commitment Percentage of the Term A Loans to be made available on
such date in immediately available funds. The Administrative Agent shall on such
date credit the account of the Borrower on the books of such office of the
Administrative Agent with the aggregate of the amounts made available to the
Administrative Agent by the Lenders and in like funds as received by the
Administrative Agent.

            SECTIN 5. TERM B LOANS

            5.1 TERM B LOANS.

            (a) Subject to the terms and conditions hereof, each Lender having a
Term B Loan Commitment severally agrees to make a tranche B term loan (each a
"TERM B LOAN"; collectively, the "TERM B LOANS") to the Borrower on the Closing
Date or on the date provided for in any Increased Commitments Agreement, in an
amount not to exceed the amount of the Term B Loan Commitment of such Lender as
set forth on Schedule 1.1 hereto.

            (b) The Term B Loans may from time to time be (i) Eurodollar Loans,
(ii) ABR Loans or (iii) a combination thereof, as determined by the Borrower and
notified to the Administrative Agent in accordance with subsections 5.2 and 6.4.

            5.2 PROCEDURE FOR CLOSING DATE TERM B LOAN BORROWING. The Term B
Loans may be borrowed in a single drawing on the Closing Date. To borrow the
Term B Loans, the Borrower shall give the Administrative Agent irrevocable
notice (which notice must be received by the Administrative Agent prior to 1:00
P.M., New York City time, (a) three Business Days prior to the Closing Date, if
all or any part of the Term B Loans are to be initially Eurodollar Loans, or (b)
one Business Day prior to the Closing Date, if the Term B Loans are to be
initially ABR Loans, in each case requesting that the Lenders make the Term B
Loans on the Closing Date, and specifying (i) the amount to be borrowed, (ii)
whether the Term B Loans are to be initially Eurodollar Loans, ABR Loans or a
combination thereof, and (iii) if the Term B Loans are to be entirely or partly
Eurodollar Loans, the respective amounts of each such Type of Loan and the
respective lengths of the initial Interest Periods therefor. Upon receipt of
such notice the Administrative Agent shall promptly notify each Lender having a
Term B Loan Commitment thereof. Not later than 10:00 A.M. on the Closing Date,
each Lender shall make available to the Administrative Agent at its office
specified in subsection 13.3 the amount of such Lender's Term B Loan Commitment
Percentage of the Term B Loans to be made available on such date in immediately
available funds. The Administrative Agent shall on such date credit the account
of the Borrower on the books of such office of the Administrative Agent with the
aggregate of the amounts made available to the Administrative Agent by the
Lenders and in like funds as received by the Administrative Agent.

                                       42
<PAGE>

            SECTION 6. GENERAL PROVISIONS

            6.1 FEES.

            (a) The Borrower agrees to pay to the Administrative Agent for the
account of each Lender having a Revolving Credit Commitment a commitment fee for
the period from and including the Closing Date to but not including the
Revolving Credit Commitment Termination Date, in an amount equal to the average
daily amount of the Available Revolving Credit Commitment of such Lender during
the period for which payment is made MULTIPLIED BY the Applicable Commitment Fee
Percentage then in effect, such commitment fee to be payable quarterly in
arrears on the first Business Day of each March, June, September and December
and on the Revolving Credit Commitment Termination Date.

            (b) The Borrower agrees to pay to the Administrative Agent (i) for
the account of each L/C Participant and each Issuing Bank a letter of credit fee
on such Lender's Revolving Credit Commitment Percentage of the daily average
undrawn amount of each outstanding Standby Letter of Credit, computed at a rate
per annum equal to the Applicable Eurodollar Margin for Revolving Credit Loans
as in effect at the time such payment is due, payable quarterly in arrears on
the first Business Day of each March, June, September and December and on the
Revolving Credit Commitment Termination Date, (ii) for the account of each L/C
Participant and each Issuing Bank a letter of credit fee on such Lender's
Revolving Credit Commitment Percentage of the daily average undrawn amount of
each outstanding Commercial Letter of Credit, computed at a rate per annum equal
to 50% of the Applicable Eurodollar Margin for Revolving Credit Loans as in
effect at the time such payment is due, payable quarterly in arrears on the
first Business Day of each March, June, September and December and on the
Revolving Credit Commitment Termination Date, (iii) for the account of each
Issuing Bank a letter of credit fronting fee on the daily average undrawn amount
of each outstanding Letter of Credit issued by such Issuing Bank, computed at a
rate per annum of .25%, payable quarterly in arrears on the first day of each
March, June, September and December and on the Revolving Credit Commitment
Termination Date and (iv) for the account of each Issuing Bank such normal and
customary costs and expenses as are incurred or charged by such Issuing Bank in
issuing, effecting payment under, amending or otherwise administering any Letter
of Credit issued by such Issuing Bank; PROVIDED that unless the Issuing Bank
otherwise agrees, the issuance fee for each Letter of Credit shall be at least
$300.

            (c) The Borrower agrees to pay to the Arranger and the
Administrative Agent such other fees in the amounts and at the times as have
been separately agreed upon among the Borrower, the Arranger and the
Administrative Agent.

            6.2 REPAYMENT OF LOANS; EVIDENCE OF DEBT.

            (a) The Borrower hereby unconditionally promises to pay to the
Administrative Agent for the account of each Lender (i) the then unpaid
principal amount of each Revolving Credit Loan of such Lender, on the Revolving
Credit Termination Date (or such earlier date on which the Revolving Credit
Loans become due and payable pursuant to SECTION 11), (ii) the principal amount
of the Term A Loans of such Lender, in 12 semi-


                                       43
<PAGE>

annual installments, commencing November 30, 2001, each such installment in an
amount equal to such Lender's Term A Loan Commitment Percentage of the
respective amounts set forth for the Term A Loans in Schedule 6.2 for such
installment (or the then unpaid principal amount of such Term A Loan, on the
date that the Term A Loans become due and payable pursuant to SECTION 11), and
(iii) the principal amount of the Term B Loans of such Lender, in 16 semi-annual
installments, commencing November 30, 2001, each such installment in an amount
equal to such Lender's Term B Loan Commitment Percentage of the respective
amounts set forth for the Term B Loans in Schedule 6.2 for such installment (or
the then unpaid principal amount of such Term B Loan, on the date that the Term
B Loans become due and payable pursuant to SECTION 11). The Borrower hereby
further agrees to pay interest on the unpaid principal amount of the Loans from
time to time outstanding from the date hereof until payment in full thereof at
the rates per annum, and on the dates, set forth in subsection 6.6.

            (b) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing indebtedness of the Borrower to such Lender
resulting from each Loan of such Lender from time to time, including the amounts
of principal and interest payable and paid to such Lender from time to time
under this Agreement.

            (c) The Administrative Agent, acting for this purpose as an agent of
the Borrower, shall maintain the Register pursuant to subsection 13.7(d), and a
subaccount therein for each Lender, in which shall be recorded (i) the amount of
each Revolving Credit Loan or Term Loan made hereunder, the Type thereof and, in
the case of Eurodollar Loans, each Interest Period applicable thereto, (ii) each
continuation thereof and each conversion of all or a portion thereof to another
Type, (iii) the amount of any principal or interest due and payable or to become
due and payable from the Borrower to each Lender hereunder and (iv) both the
amount of any sum received by the Administrative Agent hereunder from the
Borrower and each Lender's share thereof.

            (d) The entries made in the Register and the accounts of each Lender
maintained pursuant to subsection 6.2(b) shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations of the Borrower therein recorded: PROVIDED, HOWEVER, that the
failure of any Lender or the Administrative Agent to maintain the Register or
any such account, as the case may be, or any error therein, shall not in any
manner affect the obligation of the Borrower to repay (with applicable interest)
the Loans made to such Borrower by such Lender in accordance with the terms of
this Agreement.

            (e) The Borrower agrees that, upon request to the Administrative
Agent by any Lender (other than a Notifying Lender), the Borrower will execute
and deliver to such Lender (i) a promissory note of the Borrower evidencing the
Revolving Credit Loans of such Lender, substantially in the form of Exhibit A-1,
with appropriate insertions as to date and principal amount (a "REVOLVING CREDIT
NOTE"), payable to the order of such Lender and representing the obligation of
the Borrower to pay a principal amount equal to the amount of the Revolving
Credit Commitment of such Lender or, if less, the aggregate unpaid principal
amount of all Revolving Credit Loans of such Lender, with interest on the unpaid
principal amount thereof from time to time outstanding under such Revolving
Credit Note as set forth in subsection 6.6, (ii) a promissory note of the
Borrower evidencing the Term A Loans of such


                                       44
<PAGE>

Lender, substantially in the form of Exhibit A-2, with appropriate insertions as
to date and principal amount (a "TERM A LOAN NOTE"), payable to the order of
such Lender and representing the obligation of the Borrower to pay a principal
amount equal to the amount of the Term A Loan of such Lender, with interest on
the unpaid principal amount thereof from time to time outstanding under such
Term A Loan Note as set forth in subsection 6.6, (iii) a promissory note of the
Borrower evidencing the Term B Loan of such Lender, substantially in the form of
Exhibit A-3, with appropriate insertions as to date and principal amount (a
"TERM B LOAN NOTE"), payable to the order of such Lender and representing the
obligation of the Borrower to pay a principal amount equal to the amount of the
Term B Loan of such Lender, with interest on the unpaid principal amount thereof
from time to time outstanding under such Term B Loan Note as set forth in
subsection 6.6, and (iv) a promissory note of the Borrower evidencing any other
Term Loan of such Lender as provided for in any Increased Commitments Agreement
(such promissory note, together with the Term A Loan Notes and the Term B Loan
Notes, the "TERM LOAN NOTES"). Each Lender is hereby authorized to record the
date, Type and amount of each Loan made by such Lender, each continuation
thereof, each conversion of all or a portion thereof to another Type, the date
and amount of each payment or repayment of principal thereof and, in the case of
Eurodollar Loans, the length of each Interest Period with respect thereto, on
the schedule annexed to and constituting a part of any Note requested by it to
evidence such Loan, and any such recordation shall constitute PRIMA FACIE
evidence of the accuracy of the information so recorded, PROVIDED that the
failure by any Lender to make any such recordation or any error in any such
recordation shall not affect any of the obligations of the Borrower.

            6.3 OPTIONAL AND MANDATORY PREPAYMENT; MANDATORY COMMITMENT
REDUCTIONS.

            (a) The Borrower may at any time and from time to time prepay the
Loans, in whole or in part, without premium or penalty, upon at least three
Business Days' in the case of Eurodollar Loans, or one Business Day's in the
case of ABR Loans, irrevocable notice to the Administrative Agent, specifying
the date and amount of prepayment and whether the prepayment is of Eurodollar
Loans, ABR Loans or a combination thereof and, if of a combination thereof, the
amount allocable to each. Upon receipt of any such notice the Administrative
Agent shall promptly notify each affected Lender thereof. If any such notice is
given, the amount specified in such notice shall be due and payable on the date
specified therein, together with any amounts payable pursuant to subsection 6.13
and, in the case of prepayments of the Term Loans only, accrued interest to such
date on the amount prepaid. Any voluntary prepayments pursuant to this
subsection 6.3(a) shall be applied as specified by the Borrower in the
applicable notice of prepayment; PROVIDED that in the event the Borrower fails
to specify the Loans to which any such prepayment shall be applied, such
prepayment shall be applied FIRST, to repay outstanding Swing Line Loans to the
full extent thereof, SECOND, to repay outstanding Revolving Credit Loans to the
full extent thereof, and THIRD, to repay outstanding Term Loans. Any voluntary
prepayments of the Term A Loans and Term B Loans shall be allocated between the
Term A Loans and the Term B Loans in such manner as may be directed by the
Borrower or, if no such direction is given, on a pro rata basis (in accordance
with the respective outstanding principal amounts thereof) and shall be applied
to reduce the scheduled


                                       45
<PAGE>

installments of principal of the Term A Loans and Term B Loans set forth on
Schedule 6.2 on either a pro rata basis (in accordance with the respective
outstanding principal amounts thereof) to each remaining scheduled installment
of principal of the Term A Loans or Term B Loans, as the case may be, set forth
on Schedule 6.2 or, at the Borrower's election made by giving written notice
thereof to the Administrative Agent when such prepayment is made, in forward
chronological order. Any voluntary prepayments of any Term Loans outstanding
under any Increased Commitments Agreement shall be applied as set forth in such
Increased Commitments Agreement.

            (b) If, subsequent to the Closing Date, the Borrower or any of its
Subsidiaries shall incur any Indebtedness other than any Indebtedness permitted
pursuant to subsection 10.2 as in effect on the Closing Date, 100% of the Net
Cash Proceeds of any such incurrence of Indebtedness shall on the third Business
Day after receipt, be applied toward the prepayment of the Term Loans.

            (c) If, subsequent to the Closing Date, the Borrower or any of its
Subsidiaries shall receive Net Cash Proceeds from any Material Asset Sale, such
Net Cash Proceeds shall, on the third Business Day after receipt, be applied
toward the prepayment of the Term Loans; PROVIDED that, so long as no Event of
Default shall have occurred and be continuing (1) to the extent that aggregate
Net Cash Proceeds received from the Closing Date through the date of
determination from Material Asset Sales do not exceed $10,000,000, the Borrower
can deliver to the Administrative Agent a certificate from a Responsible Officer
of the Borrower setting forth the amount of such Net Cash Proceeds, and the
Borrower shall not be required to prepay the Term Loans to such extent and (2)
to the extent that aggregate Net Cash Proceeds received from the Closing Date
through the date of determination from Material Asset Sales do exceed
$10,000,000 but do not exceed $75,000,000, the Borrower can deliver to the
Administrative Agent a certificate from a Responsible Officer of the Borrower
setting forth (x) that portion of such Net Cash Proceeds that the Borrower or
its Subsidiaries intend to reinvest in equipment or other productive assets of
the general type used in the business of Borrower and its Subsidiaries within
365 days of such date of receipt and (y) the proposed use of such portion of the
Net Cash Proceeds and such other information with respect to such reinvestment
as Administrative Agent may reasonably request, and the Borrower shall, or shall
cause one or more of its Subsidiaries to, promptly and diligently apply such
portion to such reinvestment purposes. In addition, the Borrower shall, no later
than 365 days after receipt of such Net Cash Proceeds described in clause (2)
above that have not theretofore been applied to the Term Loans or that have not
been so reinvested as provided above, make an additional prepayment of the Term
Loans in the full amount of all remaining Net Cash Proceeds. If the Borrower is
required to apply any portion of any Net Cash Proceeds to prepay any
Indebtedness evidenced by the Senior Subordinated Notes (under the terms of the
Senior Subordinated Note Indenture), then notwithstanding anything contained in
this Agreement to the contrary, the Borrower shall apply such Net Cash Proceeds
as provided in this subsection 6.3(c) so as to eliminate any obligation to
prepay such other Indebtedness.

            (d) In the event that there shall be Consolidated Excess Cash Flow
for any fiscal year of the Borrower (commencing with the fiscal year ending in
December, 2002), the Borrower shall, no later than 90 days after the end of such
fiscal year, prepay the Term Loans


                                       46
<PAGE>

in an aggregate amount equal to the Applicable Prepayment Percentage of such
Consolidated Excess Cash Flow.

            (e) APPLICATION OF PREPAYMENTS:

            (i) All mandatory prepayments of the Term Loans made pursuant to
subsection 6.3(b) shall be applied to repay outstanding Term Loans to the full
extent thereof, pro rata in proportion to the outstanding principal amounts
thereof.

            (ii) All mandatory prepayments of the Term Loans made pursuant to
subsection 6.3(c) shall be applied to repay outstanding Term Loans, to the full
extent thereof, pro rata in proportion to the outstanding principal amounts
thereof; PROVIDED, that, at the Borrower's election made by giving written
notice thereof to the Administrative Agent when such prepayment is made,
mandatory prepayments of the Term Loans made pursuant to subsection 6.3(c) in an
aggregate amount not to exceed $50,000,000 shall be applied first to repay
outstanding Term A Loans to the full extent thereof and THEREAFTER to repay
outstanding Term Loans pro rata, in proportion to the outstanding principal
amounts thereof.

            (iii) All mandatory prepayments of the Term Loans made pursuant to
subsection 6.3(d) shall be applied to repay outstanding Term Loans to the full
extent thereof, pro rata in proportion to the outstanding principal amounts
thereof; PROVIDED, that, at the Borrower's election made by giving written
notice thereof to the Administrative Agent when such prepayment is made,
mandatory prepayments of the Term Loans made pursuant to subsection 6.3(d) in an
aggregate amount not to exceed $5,000,000 in each fiscal year shall be applied
FIRST to repay outstanding Term A Loans to the extent thereof and THEREAFTER to
repay outstanding Term Loans pro rata in proportion to the outstanding principal
amounts thereof.

            (iv) Any mandatory prepayments of the Term A Loans and Term B Loans
shall be applied to reduce the scheduled installments of principal of the Term A
Loans and Term B Loans set forth on Schedule 6.2 in forward chronological order.
Any mandatory prepayment of other outstanding Term Loans shall be applied to
reduce the scheduled installments of principal of such Term Loans as specified
in the Increased Commitments Agreement. The application of prepayments referred
to in this subsection shall be made FIRST to ABR Loans and SECOND to Eurodollar
Loans. Mandatory and voluntary prepayments of the Term Loans may not be
reborrowed.

            (v) Notwithstanding the foregoing, in the case of any mandatory
prepayment of the Term B Loans or, to the extent provided in any Increased
Commitments Agreement, any other Term Loan, to the extent any Term A Loan is
outstanding, each Lender holding Term B Loans or such other Term Loans shall
have option to waive the right to receive the amount of such mandatory
prepayment of its Term B Loans or such other Term Loans. If any Lender or
Lenders holding Term B Loans or such other Term Loans elect to waive the right
to receive the amount of such mandatory prepayment, 50% of the amount that
otherwise would have been applied to mandatorily prepay the Term B Loans or such
other Term Loans of such Lender or Lenders shall be applied instead to the
further prepayment of the Term A Loans and the remaining 50% of such amount may
be retained by the Borrower for use in its business.

                                       47
<PAGE>

            (f) [Intentionally omitted]

            (g) If at any time the sum of the Revolving Credit Loans, Swing Line
Loans and the L/C Obligations exceeds the Revolving Credit Commitments, the
Borrower shall make a payment in the amount of such excess which payment shall
be applied FIRST, to payment of the Swing Line Loans then outstanding, SECOND,
to payment of the Revolving Credit Loans then outstanding, THIRD, to payment of
any Reimbursement Obligations then outstanding and LAST, to cash collateralize
any outstanding Letter of Credit, such amount to be held by the Collateral Agent
in the Collateral Account. Amounts held in the Collateral Account shall be
applied by the Collateral Agent to the payment of drafts drawn under the Letters
of Credit. After all Letters of Credit shall have expired or been fully drawn
upon, all Reimbursement Obligations shall have been satisfied and all other
obligations and liabilities under this Agreement shall have been paid in full,
the balance, if any, in the Collateral Account shall be returned to the
Borrower. The application of prepayments of Revolving Credit Loans referred to
in the first sentence of this subsection 6.3(g) shall be made first to ABR Loans
and second to Eurodollar Loans.

            (h) If at any time the sum of the Revolving Credit Loans exceeds the
Revolving Credit Commitments (including, without limitation, following a
reduction in the Revolving Credit Commitments pursuant to subsection 2.3), the
Borrower shall make a payment in the amount of such excess which payment shall
be applied to payment of the Revolving Credit Loans then outstanding. The
application of prepayments of Revolving Credit Loans referred to in the
preceding sentence shall be made first to ABR Loans and second to Eurodollar
Loans.

            (i) On the date which is the earlier of (x) 30 days after the date
on which a "change of control" or similar term (as defined in the Senior
Subordinated Indenture) occurs and (y) the date on which the Borrower shall have
offered to repurchase or shall be required to prepay, as the case may be, the
Senior Subordinated Notes as a result of such change of control, the Borrower
shall (i) prepay in full the Term Loans, (ii) terminate the Revolving Credit
Commitments and prepay in full any Revolving Credit Loans and Swing Line Loans
then outstanding, (iii) repay any Reimbursement Obligations then outstanding and
(iv) cash collateralize any outstanding L/C Obligations on terms reasonably
satisfactory to the Collateral Agent.

            (j) In the event the amount of any prepayment of Loans required to
be made under this subsection 6.3 (other than subsection 6.3(i)) shall exceed
the aggregate principal amount of such Loans which are ABR Loans (the amount of
any such excess being called the "EXCESS AMOUNT"), the Borrower shall have the
right, in lieu of making such prepayment in full, to prepay all such outstanding
ABR Loans when due and to deposit on the date of the required prepayment an
amount equal to the Excess Amount with the Collateral Agent in the Collateral
Account. Any amounts so deposited shall be held by the Collateral Agent as
collateral security for the Obligations (as defined in the Security Agreement)
and applied to the prepayment of the applicable Eurodollar Loans at the end of
the current Interest Periods applicable thereto. On any Business Day on which
(A) collected amounts remain on deposit in or to the credit of the Collateral
Account after giving effect to the payments made on such day


                                       48
<PAGE>

pursuant to this subsection 6.3(j) and (B) the Borrower shall have delivered to
the Collateral Agent a written request or a telephonic request (which shall be
promptly confirmed in writing) that such remaining collected amounts be invested
in the Cash Equivalents specified in such request, the Collateral Agent shall
invest such remaining collected amounts in such Cash Equivalents on an overnight
basis; PROVIDED, HOWEVER, that the Collateral Agent shall have continuous
dominion and full control over any such investments (and over any interest that
accrues thereon) to the same extent that it has dominion and control over the
Collateral Account. Any such deposited amounts so invested (together with any
interest thereon) shall be deposited in the Collateral Account not later then
11:30 a.m. on the next succeeding Business Day.

            6.4 CONVERSION AND CONTINUATION OPTIONS.

            (a) The Borrower may elect from time to time to convert Eurodollar
Loans to ABR Loans by giving the Administrative Agent at least one Business
Day's prior irrevocable notice of such election, PROVIDED that any such
conversion may only be made on the last day of an Interest Period with respect
thereto. The Borrower may elect from time to time to convert ABR Loans to
Eurodollar Loans by giving the Administrative Agent at least three Business
Days' prior irrevocable notice of such election. Any such notice of conversion
to Eurodollar Loans shall specify the length of the initial Interest Period or
Interest Periods therefor. Upon receipt of any such notice the Administrative
Agent shall promptly notify each affected Lender thereof. All or any part of
outstanding Eurodollar Loans and ABR Loans may be converted as provided herein,
PROVIDED that (i) no Loan may be converted into a Eurodollar Loan when any Event
of Default has occurred and is continuing and the Administrative Agent has or
the Required Lenders have determined that such a conversion is not appropriate
and (ii) no Loan may be converted into a Eurodollar Loan after the date that is
one month prior to the date of the final payment of such class of Loans.

            (b) Any Eurodollar Loans may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the
Borrower giving notice to the Administrative Agent, in accordance with the
applicable provisions of the term "Interest Period" set forth in subsection 1.1,
of the length of the next Interest Period to be applicable to such Loans,
PROVIDED that no Eurodollar Loan may be continued as such (i) when any Event of
Default has occurred and is continuing and the Administrative Agent has or the
Required Lenders have determined that such a continuation is not appropriate or
(ii) after the date that is one month prior to the date of the final payment of
principal of such class of Loans and PROVIDED, FURTHER that if the Borrower
shall fail to give such notice or if such continuation is not permitted such
Loans shall be automatically converted to ABR Loans on the last day of such then
expiring Interest Period.

            (c) Notwithstanding anything herein to the contrary, no Loan shall
be made as, or converted to, a Eurodollar Loan with an Interest Period longer
than one month prior to 30 days following the Closing Date or such earlier date
as the Administrative Agent shall notify the Borrower that Loans may be made as
or converted to Eurodollar Loans with Interest Periods longer than one month.

                                       49
<PAGE>

            6.5 MAXIMUM NUMBER OF INTEREST PERIODS. All borrowings, conversions
and continuations of Loans hereunder and all selections of Interest Periods
hereunder shall be made pursuant to such elections so that, after giving effect
thereto, the aggregate number of Interest Periods in effect shall not exceed
eight.

            6.6 INTEREST RATES AND PAYMENT DATES.

            (a) Each Eurodollar Loan shall bear interest for each day during
each Interest Period with respect thereto at a rate per annum equal to the sum
of the Eurodollar Rate determined for such day plus the Applicable Eurodollar
Margin.

            (b) Each ABR Loan shall bear interest at a rate per annum equal to
the sum of ABR plus the Applicable ABR Margin. The Swing Line Loans shall bear
interest at a rate per annum equal to the sum of ABR PLUS the Applicable ABR
Margin MINUS a percentage equal to the Applicable Commitment Fee Percentage then
in effect.

            (c) If all or a portion of (i) the principal amount of any Loan or
any Reimbursement Obligation, (ii) any interest payable thereon or (iii) any
commitment fee or other amount payable hereunder shall not be paid when due
(whether at the stated maturity, by acceleration or otherwise), such overdue
amount shall bear interest at a rate per annum which is (x) in the case of
overdue principal, the rate that would otherwise be applicable thereto pursuant
to the foregoing provisions of this subsection plus 2% or (y) in the case of
overdue interest, commitment fee or other amount, the rate described in
subsection 6.6(b) plus 2%, in each case from the date of such non-payment until
such amount is paid in full (as well after as before judgment).

            (d) Interest shall be payable in arrears on each Interest Payment
Date, PROVIDED that interest accruing pursuant to subsection 6.6(c) shall be
payable from time to time on demand.

            6.7 COMPUTATION OF INTEREST AND FEES.

            (a) Whenever the ABR is calculated on the basis of the Prime Rate,
interest shall be calculated on the basis of a 365- (or 366-, as the case may
be) day year for the actual days elapsed; and, otherwise, interest and fees
(including, without limitation, fees payable under subsection 6.1(b)) shall be
calculated on the basis of a 360-day year for the actual days elapsed. The
Administrative Agent shall as soon as practicable notify the Borrower and the
Lenders of each determination of a Eurodollar Rate. Any change in the interest
rate on a Loan resulting from a change in the ABR or the Eurocurrency Reserve
Requirements shall become effective as of the opening of business on the day on
which such change becomes effective. The Administrative Agent shall as soon as
practicable notify the Borrower and the Lenders of the effective date and the
amount of each such change in interest rate.

            (b) Each determination of an interest rate by the Administrative
Agent pursuant to any provision of this Agreement shall be conclusive and
binding on the Borrower and the Lenders in the absence of manifest error. The
Administrative Agent shall, at the


                                       50
<PAGE>

request of the Borrower, deliver to the Borrower a statement showing the
quotations used by the Administrative Agent in determining any interest rate
pursuant to subsection 6.6(a) or (b).

            6.8 INABILITY TO DETERMINE INTEREST RATE.

            (a) If prior to the first day of any Interest Period:

            (i) the Administrative Agent shall have determined (which
determination, in the absence of manifest error, shall be conclusive and binding
upon the Borrower) that, by reason of circumstances affecting the relevant
market, adequate and reasonable means do not exist for ascertaining the
Eurodollar Rate for such Interest Period, or

            (ii) the Administrative Agent shall have received notice from the
Required Lenders that the Eurodollar Rate determined or to be determined for
such Interest Period will not adequately and fairly reflect the cost to such
Lenders (as conclusively certified by such Lenders) of making or maintaining
their affected Loans during such Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to the
Borrower and the Lenders as soon as practicable thereafter. If such notice is
given (x) any Eurodollar Loans requested to be made on the first day of such
Interest Period shall be made as ABR Loans (PROVIDED that prior to 1:00 p.m. on
the Business Day preceding the first day of such Interest Period the Borrower
may revoke its notice of borrowing, in which case no such Loans shall be made),
(y) any Loans that were to have been converted on the first day of such Interest
Period to Eurodollar Loans shall be converted to or continued as ABR Loans and
(z) any outstanding Eurodollar Loans that were to be continued as such for such
Interest Period, shall be converted on such first day to ABR Loans. Until the
Administrative Agent has withdrawn such notice, no further Eurodollar Loans
shall be made or continued as such, nor shall the Borrower have the right to
convert ABR Loans to Eurodollar Loans. The Administrative Agent agrees to
withdraw any such notice as soon as reasonably practicable after the
Administrative Agent is notified of a change in circumstances which makes such
notice inapplicable.

            (b) If prior to the first day of any Interest Period of nine months
or more in length, the Administrative Agent shall have received notice from any
Lender that the Eurodollar Rate determined or to be determined for such Interest
Period will not adequately and fairly reflect the cost to such Lender (as
conclusively certified by such Lender) of making or maintaining its affected
Loans during such Interest Period, the Administrative Agent shall give telecopy
or telephonic notice thereof to the Borrower and the Lenders as soon as
practicable thereafter. If such notice is given, subject to the provisions
hereof in subsections 2.2, 4.2, 5.2 and 6.4 allowing the Borrower to select
Interest Periods of a different length, (x) any Eurodollar Loans requested to be
made on the first day of such Interest Period shall be made as ABR Loans
(PROVIDED that prior to 1:00 pm. on the Business Day preceding the first day of
such Interest Period the Borrower may revoke its notice of borrowing, in which
case no such Loans shall be made), (y) any Loans that were to have been
converted on the first day of such Interest Period to Eurodollar Loans for such
Interest Period shall be converted to or continued as ABR Loans and (z) any
outstanding Eurodollar Loans that were to be continued as such for such Interest
Period shall be converted, on the first day of such Interest Period, to ABR
Loans.


                                       51
<PAGE>

Until such notice has been withdrawn by such Lender (which each Lender
agrees to do when the circumstances that prompted the delivery of such notice no
longer exist), no further Eurodollar Loans having an Interest Period of nine
months or more shall be made or continued as such, nor shall the Borrower have
the right to convert ABR Loans to Eurodollar Loans having an Interest Period of
nine months or more.

            6.9 PRO RATA TREATMENT AND PAYMENTS.

            (a) Each borrowing of any Loans by the Borrower from the Lenders
hereunder (other than any Swing Line Loans), and each payment by the Borrower on
account of any Revolving Credit Loans or of any Term Loans, or of any commitment
fees hereunder and any reduction of the Revolving Credit Commitments of the
Lenders shall be made pro rata according to the respective share of the Lenders
in the relevant Loan or Commitments, as the case may be.

            (b) Whenever (i) any payment received by the Administrative Agent
under this Agreement or any Note or (ii) any other amounts received by the
Administrative Agent for or on behalf of the Borrower (including, without
limitation, proceeds of Collateral or payments under any Guarantee) is
insufficient to pay in full all amounts then due and payable to the Agents and
the Lenders under this Agreement and under the other Loan Documents, such
payment shall be distributed by the Administrative Agent and applied by the
Administrative Agent and the Lenders in the following order: FIRST, to the
payment of fees and expenses due and payable to the Agents under and in
connection with this Agreement; SECOND, to the payment of all expenses due and
payable under subsection 13.6, ratably among the Agents and the Lenders in
accordance with the aggregate amount of such payments owed to the Agents and
each such Lender; THIRD, to the payment of fees due and payable under
subsections 6.1(a) and (b), ratably among the Lenders in accordance with the
amounts of such fees due each Lender and, in the case of the Issuing Banks, the
amount retained by the Issuing Banks for their own accounts pursuant to
subsection 6.1(b); FOURTH, to the payment of interest then due and payable
hereunder, ratably in accordance with the aggregate amount of interest owed to
each such Lender; and FIFTH, to the payment of the principal amount of the Loans
and the L/C Obligations then due and payable and, in the case of proceeds of
collateral or payments under any guarantee, to the payment of any other
obligations to any Lender not covered in First through Fourth above ratably
secured by such collateral or ratably guaranteed under any such guarantee,
ratably among the Lenders in accordance with the aggregate principal amount and,
in the case of proceeds of Collateral or payments under any guarantee, the
obligations secured or guaranteed thereby owed to each such Lender.

            (c) If any Lender (a "NON-FUNDING LENDER") has (i) failed to make a
Revolving Credit Loan required to be made by it hereunder, and the
Administrative Agent has determined that such Lender is not likely to make such
Revolving Credit Loan or (ii) given notice to the Administrative Agent with a
copy to the Borrower that it will not make, or that it has disaffirmed or
repudiated any obligation to make, any Revolving Credit Loans, in each case by
reason of the provisions of the Financial Institutions Reform, Recovery and
Enforcement Act of 1989 or otherwise, any payment made on account of the
principal of the Revolving Credit Loans outstanding shall be made as follows:

                                       52
<PAGE>

            (x) in the case of any such payment made on any date when and to the
      extent that, in the determination of the Administrative Agent, the
      Borrower would be able, under the terms and conditions hereof, to reborrow
      the amount of such payment under the Revolving Credit Commitments and to
      satisfy any applicable conditions precedent set forth in Section 8.2 to
      such reborrowing, such payment shall be made on account of the outstanding
      Revolving Credit Loans held by the Lenders other than the Non-Funding
      Lender PRO RATA according to the respective outstanding principal amounts
      of the Revolving Credit Loans of such Lenders;

            (y) otherwise, such payment shall be made on account of the
      outstanding Revolving Credit Loans PRO RATA according to the respective
      Revolving Credit Commitment Percentages; and

            (z) any payment made on account of interest on the Revolving Credit
      Loans shall be made PRO RATA according to the respective amounts of
      accrued and unpaid interest due and payable on the Revolving Credit Loans
      with respect to which such payment is being made.

The Borrower agrees to give the Administrative Agent such assistance in making
any determination pursuant to this subsection as the Administrative Agent may
reasonably request. Any such determination by the Administrative Agent shall be
conclusive and binding on the Lenders.

            (d) All payments (including prepayments) to be made by the Borrower
hereunder, whether on account of principal, interest, fees or otherwise, shall
be made without setoff or counterclaim and shall be made prior to 12:00 Noon,
New York City time, on the due date thereof to the Administrative Agent, for the
account of the Lenders, at the Administrative Agent's office specified in
subsection 13.3, in Dollars and in immediately available funds. Any payment
received by the Administrative Agent after such time shall be deemed, at the
Administrative Agent's discretion, to have been received on the next Business
Day. The Administrative Agent shall distribute such payments to the Lenders
promptly upon receipt in like funds as received. If any payment hereunder (other
than payments on the Eurodollar Loans) becomes due and payable on a day other
than a Business Day, such payment shall be extended to the next succeeding
Business Day, and, with respect to payments of principal, interest thereon shall
be payable at the then applicable rate during such extension. If any payment on
a Eurodollar Loan becomes due and payable on a day other than a Business Day,
the maturity thereof shall be extended to the next succeeding Business Day (and
interest thereon shall be payable at the then applicable rate during such
extension) unless the result of such extension would be to extend such payment
into another calendar month, in which event such payment shall be made on the
immediately preceding Business Day.

            (e) Unless the Administrative Agent shall have been notified in
writing by any Lender prior to a borrowing that such Lender will not make the
amount that would constitute its pro rata share of the Revolving Credit
Commitments or Term Loan Commitments, as applicable, of such borrowing available
to the Administrative Agent, the Administrative Agent may assume that such
Lender is making such amount available to the Administrative


                                       53
<PAGE>

Agent, and the Administrative Agent may, in reliance upon such assumption, make
available to the Borrower a corresponding amount. If such amount is not made
available to the Administrative Agent by the required time on the Borrowing Date
therefor, such Lender shall pay to the Administrative Agent, on demand, such
amount with interest thereon at a rate equal to the daily average Federal Funds
Effective Rate (as defined in the definition of ABR in subsection 1.1) for the
period until such Lender makes such amount immediately available to the
Administrative Agent. A certificate of the Administrative Agent submitted to any
Lender with respect to any amounts owing under this subsection 6.9 shall be
conclusive in the absence of manifest error. If such Lender's pro rata share of
the Revolving Credit Commitments or Term Loan Commitments, as applicable, of
such borrowing is not made available to the Administrative Agent by such Lender
within three Business Days of such Borrowing Date, the Administrative Agent
shall also be entitled to recover such amount with interest thereon at the rate
per annum applicable to ABR Loans hereunder, on demand, from the Borrower.

            6.10 ILLEGALITY.

            (a) Notwithstanding any other provision herein, if the adoption of
or any change in any Requirement of Law or in the interpretation or application
thereof shall make it unlawful for any Lender to make or maintain Eurodollar
Loans as contemplated by this Agreement, (i) such Lender shall promptly after
becoming aware thereof notify the Administrative Agent and the Borrower thereof,
(ii) the commitment of such Lender hereunder to make Eurodollar Loans, continue
Eurodollar Loans as such and convert ABR Loans to Eurodollar Loans shall
forthwith be cancelled and (iii) such Lender's Loans then outstanding as
Eurodollar Loans, if any, shall be converted automatically to ABR Loans on the
respective last days of the then current Interest Periods with respect to such
Loans or within such earlier period as required by law. If any such conversion
of a Eurodollar Loan occurs on a day which is not the last day of the then
current Interest Period with respect thereto, the Borrower shall pay to such
Lender such amounts, if any, as may be required pursuant to subsection 6.13. If
circumstances subsequently change so that it is no longer unlawful for an
affected Lender to make or maintain Eurodollar Loans as contemplated hereunder,
such Lender will, as soon as reasonably practicable after such Lender becomes
aware of such change in circumstances, notify the Borrower and the
Administrative Agent, and upon receipt of such notice, the obligations of such
Lender to make or continue Eurodollar Loans or to convert ABR Loans into
Eurodollar Loans shall be reinstated.

            (b) Each Lender agrees that, upon the occurrence of any event giving
rise to the operation of subsection 6.10(a) with respect to such Lender, it
will, if requested by the Borrower and to the extent permitted by law or by the
relevant Governmental Authority, endeavor in good faith to change the lending
office at which it books its Eurodollar Loans hereunder if such change would
make it lawful for such Lender to continue to make or maintain Eurodollar Loans
as contemplated hereunder, PROVIDED, HOWEVER, that such change can be made in
such a manner that such Lender, in its sole determination, suffers no increased
cost or economic, legal or regulatory disadvantage.

                                       54
<PAGE>

            6.11 REQUIREMENTS OF LAW.

            (a) If the adoption of or any change in any Requirement of Law or in
the interpretation or application thereof or compliance by any Lender with any
request or directive (whether or not having the force of law) from any central
bank or other Governmental Authority made subsequent to the date hereof:

            (i) shall subject any Lender to any tax of any kind whatsoever with
respect to this Agreement, any Note, any Letter of Credit, any Application or
any Eurodollar Loan made by it, or change the basis of taxation of payments to
such Lender in respect thereof (except for Non-Excluded Taxes covered by
subsection 6.12, changes in taxes imposed on the net income of such Lender or
changes in franchise taxes (including without limitation branch profit taxes,
minimum taxes and taxes computed under alternate methods, at least one of which
is computed on net income) applicable to such Lender) (each tax to which this
subsection 6.11(a)(i) applies being referred to as a "COVERED TAX");

            (ii) shall impose, modify or hold applicable any reserve, special
deposit, compulsory loan or similar requirement against assets held by, deposits
or other liabilities in or for the account of, advances, loans or other
extensions of credit by, or any other acquisition of funds by, any office of
such Lender which is not otherwise included in the determination of the
Eurodollar Rate hereunder; or

            (iii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, converting into,
continuing or maintaining Eurodollar Loans or issuing or participating in
Letters of Credit or to reduce any amount receivable hereunder in respect
thereof, then, in any such case, (A) such Lender shall promptly notify the
Administrative Agent and the Borrower in writing of the occurrence of such
event, (B) such Lender shall promptly deliver to the Administrative Agent and
the Borrower a certificate describing in reasonable detail the change which has
occurred, the net amount of such increased cost to such Lender (to the extent
such cost has not been recovered through a corresponding increase in the
interest rate otherwise chargeable with respect to the Loans) to the date of
such certificate, and the method by which such amount has been calculated, and
(C) the Borrower shall pay to the Administrative Agent for the account of such
Lender, within thirty days after delivery of the certificate referred to in
clause (B) above, such amounts as will compensate such Lender for such increased
cost or reduced amount receivable. Each Lender shall allocate such additional
costs among its customers in good faith and on an equitable basis.

            (b) If any Lender shall have determined that the adoption of or any
change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof does or shall have the effect of
reducing the rate of return on such Lender's or such corporation's capital as a
consequence of its obligations hereunder or under any Letter of Credit to a
level below that which such


                                       55
<PAGE>

Lender or such corporation could have achieved but for such change or compliance
(taking into consideration such Lender's or such corporation's policies with
respect to capital adequacy) by an amount deemed by such Lender to be material,
then from time to time, after submission by such Lender to the Borrower (with a
copy to the Administrative Agent) of a written request therefor, the Borrower
shall pay to such Lender such additional amount or amounts as will compensate
such Lender for such reduction. Notwithstanding any other provision of this
subsection 6.11, no Lender shall demand compensation for any increased cost or
reduction referred to above if it shall not at the time be the general policy or
practice of such Lender to demand such compensation in similar circumstances
under comparable provisions of other credit agreements, if any.

            (c) A certificate as to any additional amounts payable pursuant to
this subsection 6.11 submitted by any Lender to the Borrower (with a copy to the
Administrative Agent) shall be conclusive in the absence of manifest error. This
covenant shall survive the termination of this Agreement and the payment of the
Loans and all other amounts payable hereunder.

            6.12 TAXES.

            (a) All payments made by the Borrower under this Agreement and the
Notes shall be made free and clear of, and without deduction or withholding for
or on account of, any present or future income, stamp or other taxes, levies,
imposts, duties, charges, fees, deductions or withholdings (collectively,
"TAXES"), now or hereafter imposed, levied, collected, withheld or assessed by
any Governmental Authority, excluding (i) Taxes on net income and franchise
Taxes (including without limitation branch profit Taxes, minimum Taxes and Taxes
computed under alternate methods, at least one of which is computed on net
income) imposed on the Administrative Agent or any Lender as a result of a
present or former connection between the Administrative Agent or such Lender and
the jurisdiction of the Governmental Authority imposing such Tax or any
political subdivision or taxing authority thereof or therein (other than any
such connection arising solely from the Administrative Agent or such Lender
having executed, delivered or performed its obligations or received a payment
under, or enforced, this Agreement) and any withholding of tax under Section
3406 of the Code or (ii) any Taxes to the extent that they are in effect and
would apply as of the date any person becomes a Transferee, or as of the date
the Lender changes its applicable lending office, to the extent such Taxes
become applicable as a result of such change, other than a change in the
applicable lending office made pursuant to subsection 6.12(e) below. If any such
non-excluded taxes, levies, imposts, duties, charges, fees, deductions or
withholdings ("NON-EXCLUDED TAXES") are required to be withheld from any amounts
payable to the Administrative Agent or any Lender hereunder, the amounts so
payable to the Administrative Agent or such Lender shall be increased to the
extent necessary to yield to the Administrative Agent or such Lender (after
payment of all Non-Excluded Taxes) interest or any such other amounts payable
hereunder at the rates or in the amounts specified in this Agreement, PROVIDED,
HOWEVER, that the Borrower shall not be required to increase any such amounts
payable to any Lender (i) that is a Non-US Lender if such Lender fails to comply
with the requirements of subsection 6.12(b) or 6.12(c), as the case may be, or
(ii) with respect to any Non-Excluded Taxes that are withholding taxes imposed
on amounts payable to such Lender at the time such Lender becomes a party to
this


                                       56
<PAGE>

Agreement, except to the extent that such Lender's assignor (if any) was
entitled, at the time of assignment, to receive additional amounts from the
Borrower with respect to such Non-Excluded Taxes pursuant to this paragraph (a).
Whenever any Non-Excluded Taxes are payable by the Borrower, as promptly as
possible thereafter the Borrower shall send to the Administrative Agent for its
own account or for the account of such Lender, as the case may be, a certified
copy of an original official receipt, to the extent such a receipt is received
by the Borrower, or other written proof of payment showing payment thereof. If
the Borrower fails to pay any Non-Excluded Taxes when due to the appropriate
taxing authority or fails to remit to the Administrative Agent the required
receipts or other required documentary evidence, the Borrower shall indemnify
the Administrative Agent and the Lenders for any incremental taxes, interest or
penalties (collectively, the "ASSESSED AMOUNTS") that may become payable by the
Administrative Agent or any Lender as a result of any such failure; PROVIDED
that in the event any Administrative Agent or Lender, as the case may be,
successfully contests the assessment of the Assessed Amount, such Administrative
Agent or Lender shall refund, to the extent of any refund thereof made to such
Administrative Agent or Lender, any amounts paid by the Borrower under this
Section 6.12(a) in respect of such Assessed Amount (it being understood and
agreed that neither Administrative Agent nor any Lender shall have any
obligation to contest, or any responsibility for contesting, any such Assessed
Amount). The agreements in this subsection 6.12(a) shall survive the termination
of this Agreement and the payment of the Loans and all other amounts payable
hereunder.

            (b) (i) Each Lender that is organized under the laws of any
jurisdiction other than the United States or any state or other political
subdivision thereof (for purposes of this subsection 6.12, a "NON-US LENDER")
shall deliver to the Administrative Agent and to the Borrower, on or prior to
the Closing Date (in the case of each Lender listed on the signature pages
hereof) or on or prior to the date of the Assignment and Acceptance pursuant to
which it becomes a Lender (in the case of each other Lender), and at such other
times as may be necessary in the determination of the Borrower or the
Administrative Agent (each in the reasonable exercise of its discretion), two
original copies of Internal Revenue Service Form W-8BEN or W-8ECI (or any
successor forms) properly completed and duly executed by such Lender, or, in the
case of a Non-US Lender claiming exemption from United States federal
withholding tax under Section 871(h) or 881(c) of the Code with respect to
payments of "portfolio interest", a form W-8BEN, and, a certificate of such
Lender certifying that such Lender is not (i) a "bank" for purposes of Section
881(c) of the Code, (ii) a ten-percent shareholder (within the meaning of
Section 871(h)(3)(B) of the Code) of the Borrower or (iii) a controlled foreign
corporation related to the Borrower (within the meaning of Section 864(d)(4) of
the Code), properly completed and duly executed by such Lender, in each case
together with any other certificate or statement of exemption required under the
Code or the regulations issued thereunder, properly completed and duly executed
by such Lender, to establish that such Lender is not subject to United States
withholding tax with respect to any payments to such Lender of interest payable
under any of the Loan Documents.

            (ii) Each Non-US Lender, to the extent it does not act or ceases to
act for its own account with respect to any portion of any sums paid or payable
to such Lender under any of the Loan Documents (for example, in the case of a
typical participation by such


                                       57
<PAGE>

Lender), shall deliver to the Administrative Agent and to the Borrower, on or
prior to the Closing Date (in the case of each Lender listed on the signature
pages hereof), on or prior to the date of the Assignment and Acceptance pursuant
to which it becomes a Lender (in the case of each other Lender), or on such
later date when such Lender ceases to act for its own account with respect to
any portion of any such sums paid or payable, and at such other times as may be
necessary in the determination of the Borrower or the Administrative Agent (each
in the reasonable exercise of its discretion), (1) two original copies of the
forms or statements required to be provided by such Lender under clause (i) of
this subsection 6.12(b), properly completed and duly executed by such Lender, to
establish the portion of any such sums paid or payable with respect to which
such Lender acts for its own account that is not subject to United States
withholding tax, and (2) two original copies of Internal Revenue Service Form
W-8IMY (or any successor forms) properly completed and duly executed by such
Lender, together with any information, if any, such Lender chooses to transmit
with such form, and any other certificate or statement of exemption required
under the Code or the regulations issued thereunder, to establish that such
Lender is not acting for its own account with respect to a portion of any such
sums payable to such Lender.

            (c) Each Non-US Lender hereby agrees, from time to time after the
initial delivery by such Lender of such forms, whenever a lapse in time or
change in circumstances renders such forms, certificates or other evidence so
delivered obsolete or inaccurate in any material respect, that such Lender shall
promptly (1) deliver to the Administrative Agent and to the Borrower two
original copies of renewals, amendments or additional or successor forms,
properly completed and duly executed by such Lender, together with any other
certificate or statement of exemption required in order to confirm or establish
that such Lender is not subject to United States withholding tax with respect to
payments to such Lender under the Loan Documents and, if applicable, that such
Lender does not act for its own account with respect to any portion of such
payment, or (2) notify the Administrative Agent and the Borrower of its
inability to deliver any such forms, certificates or other evidence.

; PROVIDED that if such Lender shall have satisfied the requirements of
subsection 6.12(b) on the date such Lender became a Lender, nothing in this
subsection 6.12 shall relieve the Borrower of its obligation to pay any amounts
pursuant to subsection 6.12(a) in the event that, as a result of any change in
any applicable law, treaty or governmental rule, regulation or order, or any
change in the interpretation, administration or application thereof, such Lender
is no longer properly entitled to deliver forms, certificates or other evidence
at a subsequent date establishing the fact that such Lender is not subject to
withholding as described in subsection 6.12(b).

            (d) Each Lender that is incorporated or organized under the laws of
the United States of America or a state thereof shall:

            (i) deliver to the Borrower and the Administrative Agent, on or
before the date on which it becomes a Lender, two duly completed copies of Form
W-9 or successor applicable form;



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<PAGE>

            (ii) deliver to the Borrower and the Administrative Agent two
further copies of said Form W-9 or any successor applicable form or other manner
of certification on or before the date that such Form W-9 expires or becomes
obsolete or after the occurrence of any event requiring a change in the most
recent form previously delivered by such Lender; and

            (iii) obtain such extensions of time for filing and completing such
forms or certifications as may reasonably be requested by the Borrower or the
Administrative Agent;

unless in any such case an event (including, without limitation, any change in
law or regulation) has occurred after the date such Lender becomes a party to
this Agreement (in the event of any change in law or regulation) and prior to
the date on which any such delivery would otherwise be required which renders
such form inapplicable or which would prevent such Lender from duly completing
and delivering such form with respect to it and such Lender so advises the
Borrower and the Administrative Agent. Such Lender shall certify in the case of
such form that it is exempt from United States backup withholding tax according
to the requirements of such form.

            (e) Any Lender claiming additional amounts pursuant to subsection
6.11(a)(i) or 6.12 shall use its reasonable efforts (consistent with internal
policy and applicable legal and regulatory restrictions) to take such action, as
requested by the Borrower in writing, including, without limitation, changing
its applicable lending office to another existing office of such Lender, if the
taking of such action would avoid the need for or reduce the amount of any such
additional amounts and would not, in the judgment of such Lender, be otherwise
materially adverse to such Lender.

            (f) If the Borrower determines in good faith that a reasonable basis
exists for contesting a Covered Tax or Non-Excluded Tax, the relevant Lender or
the Administrative Agent, as applicable, shall cooperate with the Borrower in
challenging such Covered Tax or Non-Excluded Tax at the Borrower's expense if
requested by the Borrower (it being understood and agreed that neither the
Administrative Agent nor any Lender shall have any obligation to contest, or any
responsibility for contesting, any Covered Tax or Non-Excluded Tax). If any
Lender or the Administrative Agent, as applicable, receives a refund (whether by
way of a direct payment or by offset) of any Covered Tax or Non-Excluded Tax for
which a payment has been made pursuant to subsections 6.11(a)(i) or 6.12 or
claims any credit or other tax benefit as a result of the payment of such
Covered Tax or Non-Excluded Tax by the Borrower, which refund or credit in the
good faith judgment of such Lender or the Administrative Agent, as the case may
be, is allocable to such payment made under subsections 6.11(a)(i) or 6.12, the
amount of such refund or credit (together with any interest received thereon)
shall be paid to the Borrower to the extent payment has been made in full by the
Borrower pursuant to subsections 6.11(a)(i) or 6.12.

            (g) Each Person that shall become a Lender or a Participant pursuant
to subsection 13.7 shall, upon the effectiveness of the related transfer, be
required to provide all of the forms and statements required pursuant to this
subsection 6.12, provided that in the case of


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<PAGE>

a Participant such Participant shall furnish all such required forms and
statements to the Lender from which the related participation shall have been
purchased.

            6.13 INDEMNITY. The Borrower agrees to indemnify each Lender and to
hold each Lender harmless from any loss or expense which such Lender may sustain
or incur as a consequence of (a) default by the Borrower in making a borrowing
of, conversion into or continuation of Eurodollar Loans after the Borrower has
given a notice requesting the same in accordance with the provisions of this
Agreement, (b) default by the Borrower in making any prepayment after the
Borrower has given a notice thereof in accordance with the provisions of this
Agreement or (c) the making of a prepayment of Eurodollar Loans on a day which
is not the last day of an Interest Period with respect thereto. Such
indemnification may include an amount equal to the excess, if any, of (i) the
amount of interest which would have accrued on the amount so prepaid, or not so
borrowed, converted or continued, for the period from the date of such
prepayment or of such failure to borrow, convert or continue to the last day of
such Interest Period (or, in the case of a failure to borrow, convert or
continue, the Interest Period that would have commenced on the date of such
failure) in each case at the applicable rate of interest for such Loans provided
for herein (excluding, however, the Applicable Eurodollar Margin or Applicable
ABR Margin included therein, if any) over (ii) the amount of interest (as
reasonably determined by such Lender) which would have accrued to such Lender on
such amount by placing such amount on deposit for a comparable period with
leading banks in the interbank eurodollar market. This covenant shall survive
the termination of this Agreement and the payment of the Loans and all other
amounts payable hereunder.

            6.14 REPLACEMENT OF LENDER. If the Borrower becomes obligated to pay
additional amounts described in subsections 6.10, 6.11 or 6.12 as a result of
any condition described in such subsections and payment of such amount is
demanded by any Lender, then the Borrower may, on ten Business Days' prior
written notice to the Administrative Agent and such Lender, cause such Lender to
(and such Lender shall) assign pursuant to subsection 13.7(c) all of its rights
and obligations under this Agreement to a Lender or other entity selected by the
Borrower for a purchase price equal to the outstanding principal amount of such
Lender's Loans and all accrued interest and fees and losses and expenses of the
types referred to in subsection 6.13 and all other amounts due to such Lender
hereunder, PROVIDED that in no event shall the assigning Lender be required to
pay or surrender to such purchasing Lender or other entity any of the fees
received by such assigning Lender pursuant to this Agreement; PROVIDED, FURTHER,
that such assigning Lender shall continue to be entitled to the benefits of
subsection 13.6 hereof.

            SECTION 7. REPRESENTATIONS AND WARRANTIES

            To induce the Agents and the Lenders to enter into this Agreement
and to make the Loans and issue or participate in the Letters of Credit, the
Borrower hereby represents and warrants to the Agents and each Lender that:

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<PAGE>

            7.1 FINANCIAL CONDITION.

            (a) The consolidated balance sheet of the Borrower and its
consolidated Subsidiaries as at December 30, 2000, and the related consolidated
statements of income and of cash flows for the fiscal year ended on such date,
reported on by KPMG Peat Marwick LLP, copies of which have heretofore been
furnished to each Lender, are complete and correct and present fairly in all
material respects the consolidated financial condition of the Borrower and its
consolidated Subsidiaries as at such date, and the consolidated results of their
operations and their consolidated cash flows for the fiscal year then ended. The
unaudited consolidated balance sheet of the Borrower and its consolidated
Subsidiaries as at March 31, 2001, and the related unaudited consolidated
statements of income and of cash flows for the three-month period ended on such
date, in each case certified by a Responsible Officer, copies of which have
heretofore been furnished to the Agents, present fairly in all material respects
the consolidated financial condition of the Borrower and its consolidated
Subsidiaries as at such date, and the consolidated results of their operations
and their consolidated cash flows for the three-month period then ended (subject
to changes resulting from audit and normal year-end adjustments).

            (b) The unaudited PRO FORMA consolidated balance sheet of the
Borrower and its consolidated Subsidiaries as of March 31, 2001 after giving
effect to the borrowing of Loans under this Agreement on the Closing Date, the
Refinancing, and the other Transactions to be consummated on or prior to the
Closing Date, copies of which have heretofore been furnished to the
Administrative Agent, presents fairly in all material respects on a PRO FORMA
basis the estimated financial position of the Borrower and its consolidated
Subsidiaries as at such date, after giving effect to the Transactions.

            (c) All such financial statements referred to in subsection 7.1(a),
including the related schedules and notes thereto, have been prepared in
accordance with GAAP applied consistently throughout the periods involved
(except as approved by such accountants or Responsible Officer, as the case may
be, and as disclosed therein).

            (d) Except as set forth on Schedule 7.1, neither the Borrower nor
any of its consolidated Subsidiaries had, at March 31, 2001, any Guarantee
Obligation, contingent liability or liability for taxes, or any long-term lease
or unusual forward or long-term commitment, including, without limitation, any
interest rate or foreign currency swap or exchange transaction, which is not
reflected in the foregoing statements or in the notes thereto and which would be
reasonably likely to have a Material Adverse Effect. Except as set forth on
Schedule 7.1, during the period from December 30, 2000, to and including the
Closing Date there has been no sale, transfer or other disposition by the
Borrower or any of its consolidated Subsidiaries of any material part of its
business or property and no purchase or other acquisition of any business or
property (including any capital stock of any other Person other than a New
Subsidiary) material in relation to the consolidated financial condition of the
Borrower and its consolidated Subsidiaries at December 30, 2000; PROVIDED, that
this subsection 7.1(d) shall not include sales, transfers or other disposition
by the Borrower or any of its Subsidiaries of accounts receivable to the
Receivables Subsidiary to the extent such Receivables Facility receives
off-balance sheet treatment.



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<PAGE>

            7.2 NO CHANGE. Except as set forth on Schedule 7.2, since December
30, 2000 (a) there has been no development or event which has had or could
reasonably be expected to have a Material Adverse Effect and (b) except as
permitted by this Agreement, no dividends or other distributions have been
declared, paid or made upon the Capital Stock of the Borrower nor has any of the
Capital Stock of the Borrower been redeemed, retired, purchased or otherwise
acquired for value by the Borrower or any of its Subsidiaries.

            7.3 CORPORATE EXISTENCE; COMPLIANCE WITH LAW. Each Loan Party and
its Subsidiaries (other than Inter Stretch Ltd.) (a) is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization, (b) has the corporate power and authority, and the legal right, to
own and operate its property, to lease the property it operates as lessee and to
conduct the business in which it is currently engaged, (c) is duly qualified as
a foreign corporation and in good standing under the laws of each jurisdiction
where its ownership, lease or operation of property or the conduct of its
business requires such qualification except to the extent that the failure to be
so qualified and in good standing would not be reasonably likely to have a
Material Adverse Effect and (d) is in compliance with all Requirements of Law
except to the extent that the failure to comply therewith could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.

            7.4 CORPORATE AUTHORIZATION; ENFORCEABLE OBLIGATIONS. Each Loan
Party and each of its Subsidiaries has the corporate power and authority, and
the legal right, to make, deliver and perform the Loan Documents to which it is
a party. The Borrower has the corporate power and authority, and the legal
right, to borrow hereunder and has taken all necessary corporate action to
authorize the borrowings on the terms and conditions of this Agreement and any
Notes. Each Loan Party has taken all necessary corporate action to authorize the
execution, delivery and performance of the Loan Documents to which it is a
party. No consent or authorization of, filing with, notice to or other act by or
in respect of, any Governmental Authority or any other Person is required in
connection with the borrowings hereunder or in connection with the execution,
delivery, performance, validity or enforceability of the Loan Documents to which
any Loan Party or any of their respective Subsidiaries is a party or the
consummation of the Transactions other than (i) any filings required in order to
perfect and/or insure the priority of Liens created pursuant to the Security
Documents and (ii) those the failure to obtain or make would not be reasonably
likely to have a Material Adverse Effect. This Agreement has been duly executed
and delivered on behalf of the Borrower. Each Loan Document to which any Loan
Party is a party has been duly executed and delivered on behalf of each such
Loan Party. This Agreement and each other Loan Document to which it is a party
constitutes a legal, valid and binding obligation of the Borrower enforceable
against the Borrower in accordance with its terms, except as enforceability may
be limited by applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally, and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law) and an implied
covenant of good faith and fair dealing. Each Loan Document to which any Loan
Party is a party constitutes a legal, valid and binding obligation of such Loan
Party enforceable against it in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization,


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<PAGE>

moratorium or similar laws affecting the enforcement of creditors' rights
generally and by general equitable principles (whether enforcement is sought by
proceedings in equity or at law) and an implied covenant of good faith and fair
dealing.

            7.5 CONDUCT OF BUSINESS. If the Holdings Reorganization has
occurred, Holdings is engaged only in the businesses permitted to be engaged in
pursuant to subsections 9.4 and Section 11(m).

            7.6 NO LEGAL BAR. Except as set forth on Schedule 7.6, the
execution, delivery and performance of the Loan Documents to which any Loan
Party is a party, the borrowings hereunder and the use of the proceeds thereof
and the consummation of the Transactions will not violate any Requirement of Law
or Contractual Obligation of Holdings, the Borrower or of any of its
Subsidiaries except for violations in the aggregate which would not be
reasonably likely to have a Material Adverse Effect and will not result in, or
require, the creation or imposition of any Lien on any of its or their
respective properties or revenues pursuant to any such Requirement of Law or
Contractual Obligation (other than Liens (i) created or permitted by the
Security Documents and (ii) which in the aggregate would not reasonably be
expected to have a Material Adverse Effect).

            7.7 NO MATERIAL LITIGATION. Except as set forth on Schedule 7.7, no
litigation, investigation or proceeding of or before any arbitrator or
Governmental Authority is pending or, to the knowledge of the Borrower,
threatened by or against any Loan Party or any of their respective Subsidiaries
or against any of its or their respective properties or revenues (a) with
respect to any of the Loan Documents, the Senior Subordinated Note Indenture or
the Transactions, or (b) which could reasonably be expected to have a Material
Adverse Effect.

            7.8 NO DEFAULT. Neither the Borrower nor any of its Subsidiaries is
in default under or with respect to any of its Contractual Obligations in any
respect that could reasonably be expected to have a Material Adverse Effect. No
Default or Event of Default has occurred and is continuing.

            7.9 OWNERSHIP OF PROPERTY; LIENS. Each of the Borrower and its
Subsidiaries has good record and marketable title in fee simple to, or a valid
leasehold interest in, all its real property, and good title to, or a valid
leasehold or subleasehold interest in, all its other property (other than
Intellectual Property), and none of such property is subject to any Lien except
as permitted by subsection 10.3.

            7.10 INTELLECTUAL PROPERTY. The Borrower and each of its
Subsidiaries owns, or is licensed to use, all trademarks, tradenames,
copyrights, technology, know-how and processes necessary for the conduct of its
business as currently conducted except for those the failure to own or license
which could not reasonably be expected to have a Material Adverse Effect (the
"INTELLECTUAL PROPERTY"). Except as set forth on Schedule 7.10, no claim has
been asserted and is pending by any Person challenging or questioning the use of
any such Intellectual Property or the validity or effectiveness of any such
Intellectual Property, nor does the Borrower know of any valid basis for any
such claim which, in either case, could reasonably be expected to have a
Material Adverse Effect. Except as set forth on Schedule

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<PAGE>

7.10, the use of such Intellectual Property by the Borrower and its Subsidiaries
does not infringe on the rights of any Person, except for such claims and
infringements that, in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.

            7.11 NO BURDENSOME RESTRICTIONS. No Requirement of Law or
Contractual Obligation of the Borrower or any of its Subsidiaries could
reasonably be expected to have a Material Adverse Effect.

            7.12 TAXES. Each Loan Party and each of their respective
Subsidiaries has filed or caused to be filed all material tax returns which, to
the knowledge of the Borrower, are required to be filed and has paid all
material taxes shown to be due and payable on said returns or on any assessments
made against it or any of its property and all other material taxes, fees or
other charges imposed on it or any of its property by any Governmental Authority
that if not filed or paid, as the case may be, could reasonably be expected to
have a Material Adverse Effect (other than any the amount or validity of which
are currently being contested in good faith by appropriate proceedings and with
respect to which reserves in conformity with GAAP have been provided on the
books of such Loan Party or its Subsidiaries, as the case may be); no tax Lien
has been filed that could reasonably be expected to have a Material Adverse
Effect, and, to the knowledge of the Borrower, no claim is being asserted, with
respect to any such material tax, fee or other charge.

            7.13 FEDERAL REGULATIONS. No part of the proceeds of any Loans will
be used (i) for "purchasing" or "carrying" any "margin stock" within the
respective meanings of each of the quoted terms under Regulation U if such use
would result in a violation of Regulation U, (ii) in any manner which would
violate the provisions of Regulation T, U or X of the Board or (iii) to finance
the acquisition of any "margin stock" in connection with a tender offer for such
stock which has not been approved by the board of directors of the issuer of
such stock. If requested by any Lender or the Administrative Agent, the Borrower
will furnish to the Administrative Agent and each Lender a statement to the
foregoing effect in conformity with the requirements of FR Form U-1 referred to
in said Regulation U.

            7.14 ERISA. No "accumulated funding deficiency" (within the meaning
of Section 412 of the Code or Section 302 of ERISA) has occurred with respect to
any Plan that remains outstanding in any respect and that could reasonably be
expected to have a Material Adverse Effect. No Reportable Event has occurred,
each Plan has complied in all respects with the applicable provisions of ERISA
and the Code and no termination of a Single Employer Plan has occurred except
where such Reportable Event, noncompliance or termination could not reasonably
be expected to have a Material Adverse Effect. No Lien in favor of the PBGC or a
Plan has arisen that remains outstanding in any respect. The present value of
all accrued benefits under each Single Employer Plan (based on those assumptions
used to fund such Plans) did not, as of the last annual valuation date prior to
the date on which this representation is made or deemed made, exceed the value
of the assets of such Plan allocable to such accrued benefits, except where any
such excess could not reasonably be expected to have a Material Adverse Effect.
Neither the Borrower nor any Commonly Controlled Entity has had a complete or
partial withdrawal from any Multiemployer Plan, neither the Borrower nor any
Commonly Controlled Entity would become subject to any liability under ERISA if
the


                                       64
<PAGE>

Borrower or any such Commonly Controlled Entity were to withdraw completely from
all Multiemployer Plans as of the valuation date most closely preceding the date
on which this representation is made or deemed made, and no such Multiemployer
Plan is in Reorganization or is Insolvent, except in each instance where such
withdrawal, liability, Reorganization or Insolvency could not reasonably be
expected to have a Material Adverse Effect.

            7.15 INVESTMENT COMPANY ACT; OTHER REGULATIONS. The Borrower is not
an "investment company", within the meaning of the Investment Company Act of
1940, as amended. The Borrower is not subject to regulation under any Federal or
State statute or regulation (other than Regulation X) which limits its ability
to incur Indebtedness.

            7.16 SUBSIDIARIES. All of the Subsidiaries of the Borrower at the
date hereof are set forth on Schedule 7.16. All Subsidiaries of the Borrower
which have guaranteed the Senior Subordinated Notes are parties to the
Subsidiary Guarantee.

            7.17 PURPOSE OF LOANS.

            (a) On the Closing Date, the proceeds of the Term A Loans shall be
remitted to the trustee under the Existing Senior Note Indenture together with
other funds available to the Borrower in an aggregate amount sufficient to
effect the satisfaction and discharge of the Existing Senior Note Indenture on
the Closing Date.

            (b) On the Closing Date, the proceeds of the Term B Loans shall be
remitted to the trustee under the Existing Senior Subordinated Note Indenture in
an aggregate amount sufficient to effect the satisfaction and discharge of the
Existing Senior Subordinated Note Indenture on the Closing Date.

            (c) On the Closing Date, proceeds of the Revolving Credit Loans in
an amount not to exceed $15,000,000 shall be used by the Borrower, together with
other funds available to the Borrower, including, without limitation, the
proceeds of the Senior Subordinated Notes, the Term A Loans, the Term B Loans,
and any proceeds from the Receivables Facility received on the Closing Date, to
consummate the Refinancing. Proceeds of the Revolving Credit Loans made
thereafter and Swing Line Loans shall be used for general corporate purposes of
the Borrower and its Subsidiaries, including permitted acquisitions and
investments.

            7.18 ENVIRONMENTAL MATTERS. Except as set forth on Schedule 7.18:

            (a) To the best knowledge of the Borrower, the facilities and
properties owned, leased or operated by the Borrower or any of its Subsidiaries
(the "PROPERTIES") do not contain, and have not previously contained, any
Materials of Environmental Concern in amounts or concentrations which (i)
constitute or constituted a violation of, or (ii) could reasonably be expected
to give rise to liability under, any applicable Environmental Law except in
either case insofar as such violation or liability, or any aggregation thereof,
is not reasonably likely to result in the payment of a Material Environmental
Amount.



                                       65
<PAGE>

            (b) To the best knowledge of the Borrower, the Properties and all
operations at the Properties are in compliance, and have in the last 5 years
been in compliance, in all material respects with all applicable Environmental
Laws, and there is no contamination at, under or about the Properties or
violation of any applicable Environmental Law with respect to the Properties or
the business operated by the Borrower or any of its Subsidiaries (the
"BUSINESS") except in either case with respect to any instances of
non-compliance or violation which individually or in the aggregate would not be
reasonably likely to result in the payment of a Material Environmental Amount.

            (c) Neither the Borrower nor any of its Subsidiaries has received
any notice of violation, alleged violation, non-compliance, liability or
potential liability regarding environmental matters or compliance with
Environmental Laws with regard to any of the Properties or the Business, nor
does the Borrower have knowledge or reason to believe that any such notice will
be received or is being threatened except insofar as such notice or threatened
notice, or any aggregation thereof, does not involve a matter or matters that is
or are reasonably likely to result in the payment of a Material Environmental
Amount.

            (d) To the best knowledge of the Borrower, Materials of
Environmental Concern have not been transported or disposed of from the
Properties in violation of, or in a manner or to a location which could
reasonably be expected to give rise to liability under, any Environmental Law,
nor have any Materials of Environmental Concern been generated, treated, stored
or disposed of at, on or under any of the Properties in violation of, or in a
manner that could reasonably be expected to give rise to liability under, any
applicable Environmental Law except insofar as any such violation or liability
referred to in this subsection, or any aggregation thereof, is not reasonably
likely to result in the payment of a Material Environmental Amount.

            (e) No judicial or governmental or administrative action is pending
or, to the knowledge of the Borrower, threatened, under any Environmental Law to
which the Borrower or any Subsidiary is or, to the knowledge of the Borrower,
will be named as a party with respect to the Properties or the Business, nor are
there any consent decrees or other decrees, consent orders, administrative
orders or other orders, or other administrative or judicial requirements
outstanding under any Environmental Law with respect to the Properties or the
Business except insofar as such proceeding, action, decree, order or other
requirement, or any aggregation thereof, is not reasonably likely to result in
the payment of a Material Environmental Amount.

            (f) To the best knowledge of the Borrower, there has been no release
of Materials of Environmental Concern at or from the Properties, or arising from
or related to the operations of the Borrower or any Subsidiary in connection
with the Properties or otherwise in connection with the Business, in violation
of or in amounts or in a manner that could reasonably give rise to liability to
the Borrower or its Subsidiaries under applicable Environmental Laws except
insofar as any such violation or liability referred to in this paragraph, or any
aggregation thereof, is not reasonably likely to result in the payment of a
Material Environmental Amount.



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<PAGE>

            7.19 SENIOR INDEBTEDNESS. The obligations of the Borrower under this
Agreement and the Loan Documents constitute "Senior Indebtedness" and
"Designated Senior Indebtedness", as such terms are defined in the Senior
Subordinated Note Indenture; and the obligations of the Borrower under the
Apparel Notes are subordinated in right of payment to all amounts payable by the
Borrower under this Agreement and the Loan Documents and under any refinancing
of such amounts. This Agreement constitutes a "Credit Agreement" as defined in
the Senior Subordinated Note Indenture.

            7.20 DISCLOSURE. No statement or information (other than projections
and PRO FORMA financial information) contained in this Agreement, any other Loan
Document, the Offering Memorandum relating to the Senior Subordinated Notes or
any other document, certificate or written statement furnished to the Agents or
the Lenders or any of them, by or on behalf of any Loan Party for use in
connection with the transactions contemplated by this Agreement or any other
Loan Documents, contained as of the date such statement, information, document
or certificate was so furnished (or, in the case of the Offering Memorandum, as
of the Closing Date) any untrue statement of a material fact or omitted to state
a material fact necessary in order to make the statements contained herein or
therein, in light of the circumstances under which they were made, not
materially misleading. The projections and PRO FORMA financial information
contained in the materials referenced above were prepared in good faith, it
being recognized by the Lenders that such financial information as it relates to
future events is not to be viewed as fact and that actual results during the
period or periods covered by such financial information may differ from the
projected results set forth thereto by a material amount. As of the Closing
Date, there is no fact known to any Loan Party and not previously disclosed to
the Agents and the Lenders in writing prior to the date hereof (other than
general economic conditions, which conditions are commonly known and affect
businesses generally) which has, or which could reasonably be expected to have,
in the reasonable judgment of such Loan Party, a Material Adverse Effect.

            7.21 COLLATERAL DOCUMENTS. Each of the Security Documents is
effective to create in favor of the Collateral Agent for the ratable benefit of
the Lenders, a legal, valid and enforceable security interest in the Collateral
described therein and when (i) UCC financing statements have been filed in the
offices listed on Schedule III to the Security Agreement, (ii) the filings with
respect to certain Intellectual Property described in the Security Agreement
have been filed with the United States Patent and Trademark Office, (iii) the
Collateral Agent has possession of all Pledged Stock (as defined in the Security
Agreement) and (iv) the Existing Credit Agreement, the other Existing Loan
Documents and all filings made in connection therewith have been duly
terminated, such security interests will (except with respect to Inventory
located outside of the United States or, to the extent permitted by the Security
Agreement, in transit) constitute perfected liens on, and security interests in,
all right, title and interest of the Loan Party thereto in the Collateral
described therein, subject only to Liens permitted to exist pursuant to this
Agreement; PROVIDED, that any Collateral or Pledged Stock of the Receivables
Subsidiary shall not be subject to the Security Agreement in the event that such
security interest has an adverse effect on the rating of the Receivables
Facility.

            7.22 SOLVENCY. The Borrower and its Subsidiaries taken as a whole,
after giving effect to the Transactions, will be able to pay their Indebtedness
as it matures, will not


                                       67
<PAGE>

be left with unreasonably small capital in relation to their business or any
contemplated transaction and will own assets, the fair saleable value of which
(i) is greater than the total amount of their liabilities (including contingent
liabilities) and (ii) is not less than the amount that will be required to pay
the probable liabilities on their Indebtedness as it becomes absolute and due
considering all financing alternatives and potential sales of assets reasonably
available. Each of the Borrower and its Subsidiaries is "solvent" with the
meaning given that term and similar terms under applicable laws relating to
fraudulent transfers and conveyances.

            SECTION 8. CONDITIONS PRECEDENT

            8.1 CONDITIONS TO EFFECTIVENESS. The effectiveness of this Agreement
and the agreement of each Lender to make the initial Loans requested to be made
by it is subject to the satisfaction, immediately prior to or substantially
concurrently with the making of such Loan on the Closing Date, of the following
conditions precedent:

            (a) LOAN DOCUMENTS. The Administrative Agent shall have received the
following:

                (i) this Agreement, executed and delivered by a duly authorized
officer of the Borrower, with a counterpart for each Lender,

                (ii) the Subsidiary Guarantee, executed and delivered by a duly
authorized officer of each Domestic Subsidiary (other than the Receivables
Subsidiary),

                (iii) the Security Agreement executed and delivered by a duly
authorized officer of each Domestic Subsidiary (other than the Receivables
Subsidiary) and by a duly authorized officer of the Borrower,

                (iv) the Trademark Subsidiary Agreement, executed and delivered
by a duly authorized officer of each party thereto,

                (v) for each Lender requesting the same pursuant to subsection
6.2(e), its Notes executed by a duly authorized officer of the Borrower.

            (b) RELATED AGREEMENTS.

                (i) APPROVAL OF RELATED AGREEMENTS. Each Related Agreement
shall be in form and substance reasonably satisfactory to the Administrative
Agent.

                (ii) RELATED AGREEMENTS IN FULL FORCE AND EFFECT. The
Administrative Agent shall have received a fully executed or conformed copy of
each Related Agreement and any documents executed in connection therewith, and
each Related Agreement shall be in full force and effect and no provision
thereof shall have been modified or waived in any respect reasonably determined
by the Administrative Agent to be material, in each case without the consent of
the Administrative Agent.



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<PAGE>

                (iii) EXISTING RELATED AGREEMENTS. The Administrative Agent
shall have received, with a copy for each Lender, true and correct copies,
certified as to authenticity by the Borrower, of the Trademark License
Agreement, the Apparel Notes and such other documents or instruments as may
be reasonably requested by the Administrative Agent, including, without
limitation, a copy of any debt instrument, security agreement or other material
contract to which the Borrower, or its Subsidiaries may be a party.

            (c) BORROWING CERTIFICATE. The Administrative Agent shall have
received a certificate of the Borrower, dated the Closing Date, substantially in
the form of Exhibit D, with appropriate insertions and attachments, reasonably
satisfactory in form and substance to the Administrative Agent, executed by the
President or any Vice President and the Secretary or any Assistant Secretary of
the Borrower.

            (d) CORPORATE PROCEEDINGS OF THE LOAN PARTIES. The Administrative
Agent shall have received a copy of the resolutions, in form and substance
reasonably satisfactory to the Administrative Agent, of the Board of Directors
of each Loan Party authorizing (i) the execution, delivery and performance of
the Loan Documents and Related Agreements to which it is a party, (ii) in the
case of the Borrower, the borrowings contemplated hereunder and under the
Related Agreements, and (iii) the granting by it of the Liens created pursuant
to the Security Documents to which it is a party, certified by the Secretary or
an Assistant Secretary of such Loan Party as of the Closing Date, which
certificate shall be in form and substance reasonably satisfactory to the
Administrative Agent and shall state that the resolutions thereby certified have
not been amended, modified, revoked or rescinded.

            (e) INCUMBENCY CERTIFICATES. The Administrative Agent shall have
received a certificate of each Loan Party, dated the Closing Date, as to the
incumbency and signature of the officers of such Loan Party executing any Loan
Document on the Closing Date, reasonably satisfactory in form and substance to
the Administrative Agent, executed by the President or any Vice President and
the Secretary or any Assistant Secretary of such Loan Party.

            (f) CORPORATE DOCUMENTS. The Administrative Agent shall have
received true and complete copies of the certificate of incorporation and
by-laws of each Loan Party, certified as of the Closing Date as complete and
correct copies thereof by the Secretary or an Assistant Secretary of such Loan
Party.

            (g) CONSENTS, AUTHORIZATIONS AND FILINGS. The Administrative Agent
shall have received a certificate of a Responsible Officer of the Borrower
certifying that no consents are required, or if required, (i) attaching copies
of all consents, authorizations and filings referred to in subsection 7.4, and
(ii) stating that such consents, authorizations and filings are in full force
and effect, and each such consent, authorization and filing shall be in form and
substance reasonably satisfactory to the Administrative Agent.

            (h) FEES AND EXPENSES. The Agents, the Arranger and the Lenders
shall have received the fees and expenses required to be received by it on the
Closing Date referred to in subsection 6.1.



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<PAGE>

            (i) LEGAL OPINIONS. The Administrative Agent shall have received,
with a counterpart for each Lender, the following executed legal opinions:

                (i) the executed legal opinion of Paul, Weiss, Rifkind, Wharton
& Garrison, counsel to the Borrower and the other Loan Parties, substantially
in the form of Exhibit E-1 and the executed legal opinions of Paul, Weiss,
Rifkind, Wharton & Garrison, with respect to the Senior Subordinated Notes and
the Senior Subordinated Indenture and, with respect to corporate opinions, the
Receivables Facility, authorizing the Administrative Agent, the Administrative
Agent and the Lenders to rely on such opinions as though addressed to them;

                (ii) the executed legal opinion of Paul E. Yestrumskas, General
Counsel of the Borrower, substantially in the form of Exhibit E-2;

Each such legal opinion shall cover such other matters incident to the
transactions contemplated by this Agreement as the Administrative Agent may
reasonably require.

            (j) PLEDGED STOCK; STOCK POWERS. The Administrative Agent shall have
received stock certificates for each share of Capital Stock pledged pursuant to
the Security Agreement, together with a blank undated stock power for each such
certificate signed by the pledgor of such certificate.

            (k) ACTIONS TO PERFECT LIENS. The Administrative Agent shall have
received (i) UCC-1 Financing Statements in form and substance satisfactory to
the Administrative Agent for each jurisdiction listed on Schedule III to the
Security Agreement and all other agreements, documents and instruments that may
be necessary or desirable in order to create in favor of the Collateral Agent,
for the benefit of the Lenders, a valid and perfected first priority security
interest in the Collateral, and (ii) UCC-3 Termination Statements in respect of
each UCC-I Financing Statement filed with respect to collateral securing the
Existing Revolving Credit Agreement, the Existing Term Loan Agreement, or any
guarantee obligations in connection with either such agreement and any other
agreements, documents and instruments that may be necessary to terminate the
security interest granted to the agent under the Existing Revolving Credit
Agreement and the Existing Term Loan Agreement (including, without limitation,
any termination statements to be filed with the U.S. Patent and Trademark
Office) or the collateral agent for the Existing Lenders.

            (l) LIEN SEARCHES. The Administrative Agent shall have received the
results of a recent search by a Person satisfactory to the Administrative Agent
of Uniform Commercial Code filings which may have been filed with respect to
personal property of the Borrower and its material domestic Subsidiaries, and
the results of such search shall be reasonably satisfactory to the
Administrative Agent.

            (m) INSURANCE. The Administrative Agent shall have received evidence
in form and substance reasonably satisfactory to it that all of the requirements
of subsection 9.5 shall have been satisfied.

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            (n) TRANSACTIONS. The Administrative Agent and the Arranger shall be
reasonably satisfied that the aggregate sources of proceeds are sufficient to
consummate the Transactions.

            (o) ISSUANCE OF SENIOR SUBORDINATED NOTES. On or prior to the
Closing Date, (a) the Borrower and the other parties thereto shall have executed
and delivered the Senior Subordinated Note Indenture and issued the Senior
Subordinated Notes, all of the terms and conditions (including without
limitation with respect to interest rates, amortization, maturity,
representations and warranties, covenants, remedies and events of default) of
which, and all of the exhibits of which, shall be in form and substance
reasonably satisfactory to the Administrative Agent, (b) all conditions
precedent to the issuance of the Senior Subordinated Notes shall have been
satisfied or, with the consent of the Administrative Agent, waived, (c) the
Senior Subordinated Notes shall have been issued under the Senior Subordinated
Note Indenture in an aggregate principal amount of $350,000,000 and (d) the
Borrower shall have received gross proceeds from the issuance thereof in an
aggregate amount of not less than $350,000,000. The Borrower shall have
delivered to the Administrative Agent a fully executed or conformed copy of the
Senior Subordinated Note Indenture (including all exhibits and schedules
thereto) and a specimen copy of the Senior Subordinated Notes.

            (p) MATTERS RELATING TO EXISTING INDEBTEDNESS OF THE BORROWER AND
ITS SUBSIDIARIES.

                (i) TERMINATION OF EXISTING CREDIT AGREEMENT AND RELATED LIENS;
EXISTING LETTERS OF CREDIT. On the Closing Date, the Administrative Agent shall
have received evidence satisfactory to it that (i) all Existing Revolving Credit
Loans and Existing Term Loans will be refinanced in full as contemplated by
subsection 7.17, (ii) if applicable, the agent under the Existing Revolving
Credit Agreement and the agent under the Existing Term Loan Agreement will
receive from the Borrower for the account of the lenders under the Existing
Revolving Credit Agreement and the Existing Term Loan Agreement, respectively
(the "EXISTING LENDERS") (w) all accrued and unpaid interest under the Existing
Revolving Credit Agreement and the Existing Term Loan Agreement, (x) any costs
payable to any Existing Lender pursuant to the Existing Revolving Credit
Agreement or the Existing Term Loan Agreement as a result of the refinancing of
such Existing Lender's Existing Term Loans or Existing Revolving Credit Loans,
(y) all accrued and unpaid fees (including letter of credit commissions and
commitment fees) owing under the Existing Revolving Credit Agreement or the
Existing Term Loan Agreement and (z) any other amounts owing to any Existing
Lender under the Existing Revolving Credit Agreement or the Existing Term Loan
Agreement notified in writing to the Borrower by the agents under the Existing
Revolving Credit Agreement or the Existing Term Loan Agreement or any Existing
Lender and (iii) the commitments to lend under the Existing Revolving Credit
Agreement will be terminated. The Borrower shall have delivered to the
Administrative Agent all termination statements, satisfactions and releases as
to any financing statements which shall release all liens securing any and all
indebtedness under the Existing Revolving Credit Agreement and the Existing Term
Loan Agreement and other releases relating to any guarantees executed in
connection therewith. The Borrower shall have furnished to the Administrative
Agent copies of all Existing Letters of Credit and all amendments to such
Existing Letters of Credit. To the extent that any letters of credit issued



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<PAGE>

under the Existing Revolving Credit Agreement do not become Existing Letters of
Credit under this Agreement, the Borrower shall have made arrangements
satisfactory to the Administrative Agent with respect to the cancellation of any
such letters of credit or the issuance of back-to-back Letters of Credit under
this Agreement to the issuers of such letters of credit.

                 (ii) REDEMPTION OF EXISTING SENIOR SUBORDINATED NOTES. On or
before the Closing Date, the Borrower shall delivered an irrevocable notice of
redemption with respect to all of its Existing Senior Subordinated Notes in
accordance with the terms of the Existing Senior Subordinated Note Indenture. On
the Closing Date, the Borrower shall have deposited with the trustee under the
Existing Senior Subordinated Note Indenture funds in an amount not to exceed
$360,000,000 PLUS the call premium on the Existing Senior Subordinated Notes and
the amount of interest that will be accrued and unpaid on the Existing Senior
Subordinated Notes on the date of their redemption, which funds shall be used to
effect the redemption of the Existing Senior Subordinated Notes after the
Closing Date in accordance with subsection 9.9.

                (iii) REDEMPTION OF EXISTING SENIOR NOTES. On the Closing Date,
the Borrower shall have delivered an irrevocable notice of redemption with
respect to all of its Existing Senior Notes in accordance with the terms of the
Existing Senior Note Indenture. On the Closing Date the Borrower shall have
deposited with the trustee under the Senior Note Indenture the proceeds of the
Term A Loans together with other funds available to the Borrower in an
aggregate amount sufficient to effect the satisfaction and discharge of the
Existing Senior Note Indenture, which funds shall not exceed $150,000,000 PLUS
the call premium on the Existing Senior Notes PLUS the amount of interest that
will be accrued and unpaid on the Existing Senior Notes on the date of their
redemption. Such funds shall be used to effect the redemption of the Existing
Senior Notes after the Closing Date in accordance with subsection 9.9.

                (iv) EXISTING INDEBTEDNESS TO REMAIN OUTSTANDING. The
Administrative Agent shall have a certificate from a Responsible Officer of the
Borrower stating that, after giving effect to the transactions described in
this subsection 8.1(p), the Indebtedness of Loan Parties (other than
Indebtedness under the Loan Documents, the Senior Subordinated Notes, the
Apparel Notes, the Convertible Notes, the Receivables Facility and, until the
respective redemption dates, the Existing Senior Notes and Existing Senior
Subordinated Notes) shall consist of approximately $3,000,000 in aggregate
principal amount of outstanding Indebtedness described in Schedule 10.2(d)
annexed hereto. The terms and conditions of all such Indebtedness shall be in
form and in substance reasonably satisfactory to Administrative Agent.

            (q) FINANCIAL STATEMENTS.

                (i) The Administrative Agent shall have received from the
Borrower (i) audited financial statements of the Borrower and its consolidated
Subsidiaries for fiscal years ended December 28, 1996, December 27, 1997,
December 26, 1998, December 25, 1999, and December 30, 2000, consisting of
consolidated balance sheets and the related consolidated statements of income
and cash flows for such fiscal years, and (ii) unaudited financial


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statements of the Borrower and its consolidated Subsidiaries as at March 31,
2001, consisting of a consolidated balance sheet and the related consolidated
statements of income and cash flows for the three-month period ending on such
date, all in reasonable detail and certified by a Responsible Officer of the
Borrower that they fairly present in material respects the consolidated
financial condition of the Borrower and its consolidated Subsidiaries as at the
dates indicated and the consolidated results of their operations and their cash
flows for the periods indicated, subject to changes resulting from audit and
normal year-end adjustments.

                (ii) The Administrative Agent shall have received the PRO
FORMA balance sheet of the Borrower and its Subsidiaries referred to in
subsection 7.1(b), which shall be in form and substance reasonably satisfactory
to the Administrative Agent, together with a certificate of a Responsible
Officer to the effect that such PRO FORMA balance sheet presents fairly in
all material respects on a PRO FORMA basis the estimated financial position
of the Borrower and its consolidated Subsidiaries as at such date, after
giving effect to the Transactions.

            (r) NO MATERIAL ADVERSE CHANGE. Since December 30, 2000, or the date
of the audited financial statements most recently filed with the Securities and
Exchange Commission or other appropriate government agency, no Material Adverse
Effect shall have occurred.

            (s) LITIGATION. There shall exist no pending or threatened material
litigation, proceedings or investigations which (x) would contest the
consummation of any of the Transactions or (y) could reasonably be expected to
have a Material Adverse Effect.

            (t) ADDITIONAL MATTERS. All corporate and other proceedings, and all
documents, instruments and other legal matters in connection with the
transactions contemplated by this Agreement and the other Loan Documents shall
be reasonably satisfactory in form and substance to the Administrative Agent and
the Arranger, and the Administrative Agent and the Arranger shall have received
such other documents in respect of any aspect or consequence of the transactions
contemplated hereby or thereby as it shall reasonably request.

            8.2 CONDITIONS TO EACH EXTENSION OF CREDIT. The agreement of each
Lender to make any extension of credit requested to be made by it on any date
(including, without limitation, its initial extension of credit) is subject to
the satisfaction of the following conditions precedent:

            (a) REPRESENTATIONS AND WARRANTIES. Each of the representations and
warranties made by the Borrower and each other Loan Party in or pursuant to the
Loan Documents shall be true and correct in all material respects on and as of
such date as if made on and as of such date, other than representations and
warranties that relate solely to an earlier date which shall be true and correct
in all material respects as of such earlier date.

            (b) NO DEFAULT. No Default or Event of Default shall have occurred
and be continuing on such date or after giving effect to the extensions of
credit requested to be made on such date.



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<PAGE>

            (c) LETTER OF CREDIT APPLICATION. With respect to the issuance of
any Letter of Credit (other than the deemed issuance of the Existing Letters of
Credit on the Closing Date), the Issuing Bank shall have received an
Application, completed to its reasonable satisfaction and duly executed by a
Responsible Officer.

Each borrowing by and each Letter of Credit issued on behalf of the Borrower
hereunder shall constitute a representation and warranty by the Borrower as of
the date of such Loan or issuance that the conditions contained in this
subsection 8.2 have been satisfied.

            SECTION 9. AFFIRMATIVE COVENANTS

            The Borrower hereby agrees that, so long as any Commitments remain
in effect, any Letter of Credit remains outstanding and unpaid or any other
amount is owing to any Lender or the Agents hereunder, the Borrower shall and
(except in the case of delivery of financial information, reports and notices)
shall cause each of its Subsidiaries to:

            9.1 FINANCIAL STATEMENTS. Furnish to the Administrative Agent:

            (a) as soon as available, but in any event within 90 days after the
end of each fiscal year of the Borrower, a copy of the consolidated balance
sheet of the Borrower and its consolidated Subsidiaries as at the end of such
year and the related consolidated statements of income and retained earnings and
of cash flows for such year, setting forth in each case in comparative form the
figures for the previous year, reported on without a "going concern" or like
qualification or exception, or qualification arising out of the scope of the
audit, by KPMG Peat Marwick or other independent certified public accountants of
nationally recognized standing reasonably acceptable to the Required Lenders;
and

            (b) as soon as available, but in any event not later than 45 days
after the end of each of the first three quarterly periods of each fiscal year
of the Borrower, the unaudited consolidated balance sheet of the Borrower and
its consolidated Subsidiaries as at the end of such quarter and the related
unaudited consolidated statements of income and retained earnings and of cash
flows of the Borrower and its consolidated Subsidiaries for such quarter and the
portion of the fiscal year through the end of such quarter, setting forth in
each case in comparative form the corresponding figures for the previous year,
certified by a Responsible Officer as being fairly stated in all material
respects (subject to normal year-end audit adjustments);

all such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
applied consistently throughout the periods reflected therein and with prior
periods (except as approved by such accountants or officer, as the case may be,
and disclosed therein) and except that the quarterly financial statements
provided pursuant to subsection 9.1(b) shall only be required to include
footnotes to the extent such footnotes would be required to be included on Form
10-Q filed with the Securities and Exchange Commission.

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            9.2 CERTIFICATES; OTHER INFORMATION. Furnish to the Administrative
Agent:

            (a) concurrently with the delivery of the financial statements
referred to in subsection 9.1(a), a certificate of the independent certified
public accountants reporting on such financial statements stating that in making
the examination necessary therefor no knowledge was obtained of any Default or
Event of Default, except as specified in such certificate;

            (b) concurrently with the delivery of the financial statements
referred to in subsections 9.1(a) and 9.1(b), a certificate of a Responsible
Officer stating that, to the best of such Officer's knowledge, the Borrower
during such period has observed or performed all of its covenants and other
agreements, and satisfied every condition, contained in this Agreement and the
other Loan Documents, to be observed, performed or satisfied by it, and that
such Officer has obtained no knowledge of any Default or Event of Default except
as specified in such certificate;

            (c) not later than 45 days following the end of each fiscal quarter
of the Borrower, the Borrower shall deliver a certificate of a Responsible
Officer describing in reasonable detail any asset sales made pursuant to
subsections 10.6(d), (g) and, to the extent resulting in a Receivables Facility
Prepayment, (h) during such fiscal quarter and the derivation and intended
application of the Net Cash Proceeds thereof;

            (d) not later than 40 days after the end of each fiscal year of the
Borrower, a copy of the projections by the Borrower of the operating budget and
cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal
year prepared on a quarterly basis, such projections to be accompanied by a
certificate of a Responsible Officer to the effect that such projections have
been prepared in good faith on the basis of reasonable assumptions and that such
Officer has no reason to believe they are incorrect or misleading in any
material respect;

            (e) within five days after the same are sent, (i) copies of all
financial statements and reports which the Borrower sends to its stockholders,
and (ii) within five days after the same are filed, copies of all financial
statements and reports which the Borrower may make to, or file with, the
Securities and Exchange Commission or any successor or analogous Governmental
Authority; and

            (f) promptly, such additional financial and other information as the
Agents or any Lender may from time to time reasonably request; PROVIDED that any
such information specifically requested by any Lender shall be delivered to such
Lender directly by the Borrower.

            9.3 PAYMENT OF OBLIGATIONS. Pay, discharge or otherwise satisfy at
or before maturity or before they become delinquent, as the case may be, all its
material obligations of whatever nature, except where the amount or validity
thereof is currently being contested in good faith by appropriate proceedings
and reserves in conformity with GAAP with respect thereto have been provided on
the books of the Borrower or its Subsidiaries, as the case may be.



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            9.4 CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE. Preserve,
renew and keep in full force and effect its corporate existence and take all
reasonable action to maintain all rights, privileges and franchises necessary or
desirable in the normal conduct of its business except (a) if (i) in the
reasonable business judgment of the Borrower or such Subsidiary, as the case may
be, it is in its best economic interest not to preserve and maintain such
rights, privileges or franchises, and (ii) such failure to preserve and maintain
such rights, privileges or franchises would not, in the aggregate, be reasonably
likely to have a Material Adverse Effect and (b) as otherwise permitted pursuant
to subsection 10.5, comply with all Contractual Obligations and Requirements of
Law except to the extent that failure to comply therewith could not, in the
aggregate, be reasonably expected to have a Material Adverse Effect; and, with
respect to the Borrower on a consolidated basis, continue to engage in the
consumer products and related or incidental consumer services business and in
extensions of the Borrower's existing business and product lines.

            9.5 MAINTENANCE OF PROPERTY; INSURANCE. Keep all property useful and
necessary in its business in good working order and condition (normal wear and
tear excepted), except to the extent that the failure to do so with respect to
any such property would not individually or in the aggregate be reasonably
likely to have a Material Adverse Effect; maintain with financially sound and
reputable insurance companies insurance on all its property in at least such
amounts and against at least such risks (but including in any event public
liability, product liability and business interruption) as are usually insured
against in the same general geographic area by companies engaged in the same or
a similar business (or, in lieu of or supplemental to such insurance, adopt such
other plan or method of protection, whether by the establishment of an insurance
fund or reserve to be held and applied to make good losses from casualties or
liabilities, or otherwise, and consistent with sound business practice, as may
be determined by the Board of Directors of the Borrower); and furnish to the
Agents and each Lender, upon written request, full information as to the
insurance carried.

            9.6 INSPECTION OF PROPERTY, BOOKS AND RECORDS; DISCUSSION. Keep
proper books of records and account in which full, true and correct entries in
conformity with GAAP and all Requirements of Law shall be made of all dealings
and transactions in relation to its business and activities; and permit
representatives of any Agent or Lender to visit and inspect any of its
properties and examine and make abstracts from any of its books and records at
any reasonable time on any Business Day and as often as may reasonably be
desired and to discuss the business, properties and financial and other
condition of the Borrower and its Subsidiaries with officers and employees of
the Borrower and its Subsidiaries and with its independent certified public
accountants; PROVIDED that such Agent or Lender shall notify the Borrower prior
to any contact with such accountants and shall give the Borrower the opportunity
to participate in such discussions.

            9.7 NOTICES. Promptly give notice to the Administrative Agent of:

            (a) the occurrence of any Default or Event of Default;

            (b) any (i) default or event of default under any Contractual
Obligation of the Borrower or any of its Subsidiaries or (ii) litigation,
investigation or


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<PAGE>

proceeding which may exist at any time between the Borrower or any of its
Subsidiaries and any Governmental Authority, which in either case, if not cured
or if adversely determined, as the case may be, could reasonably be expected to
have a Material Adverse Effect;

            (c) any litigation or proceeding affecting the Borrower or any of
its Subsidiaries in which the amount involved is $5,000,000 or more and not
covered by insurance or which would be reasonably likely to have a Material
Adverse Effect;

            (d) the following events, as soon as possible and in any event
within 30 days after the Borrower knows or has reason to know thereof: (i) the
occurrence or expected occurrence of any Reportable Event with respect to any
Plan, a failure to make any required contribution to a Plan, the creation of any
Lien (within the meaning of Section 4068 with respect to a Plan) in favor of the
PBGC or a Plan or any withdrawal from, or the termination, Reorganization or
Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or
the taking of any other action by the PBGC or the Borrower or any Commonly
Controlled Entity or any Multiemployer Plan with respect to the withdrawal from,
or the terminating, Reorganization or Insolvency of, any Single Employer Plan or
Multiemployer Plan;

            (e) any development or event which would be reasonably likely to
have a Material Adverse Effect; and

            (f) no later than two Business Days prior to the making thereof, any
offer by the Borrower to purchase or any repayment of, as the case may be, any
Senior Subordinated Notes pursuant to the Senior Subordinated Indenture, in
connection with the occurrence of a "change of control" (as defined in the
Senior Subordinated Note Indenture).

Each notice pursuant to this subsection 9.7 shall be accompanied by a statement
of a Responsible Officer setting forth details of the occurrence referred to
therein and stating what action the Borrower proposes to take with respect
thereto.

                        The Administrative Agent shall deliver to Lenders any
and all financial statements, certificates, notices, other information and
documents provided by the Borrower pursuant to the provisions of subsections
9.1, 9.2 and 9.7 promptly upon its receipt thereof. Notwithstanding anything to
the contrary stated in this Agreement, upon the occurrence and during the
continuance of an Event of Default, any financial statements, certificates,
notices, other information or documents required to be delivered to the
Administrative Agent by the Borrower pursuant to the provisions of subsections
9.1, 9.2 and 9.7 shall be delivered directly by the Borrower to the Agents and
each Lender within the time period required thereunder.

            9.8 ENVIRONMENTAL LAWS.

            (a) Except as set forth on Schedule 9.8, comply with, and use its
reasonable best efforts to ensure compliance by all tenants and subtenants, if
any, with, all applicable Environmental Laws and obtain and comply in an
material respects with and maintain, and use its reasonable best efforts to
ensure that all tenants and subtenants obtain and comply in all material
respects with and maintain, any and all licenses, approvals, notifications,
registrations


                                       77
<PAGE>

or permits required by applicable Environmental Laws except, in either case, to
the extent that failure to do so could not be reasonably expected to have a
Material Adverse Effect.

            (b) Conduct and complete all investigations, studies, sampling and
testing, and all remedial, removal and other actions required under
Environmental Laws and promptly comply in all material respects with all lawful
orders and directives of all Governmental Authorities regarding Environmental
Laws except to the extent that the same are being contested in good faith by
appropriate proceedings and the pendency of such proceedings could not be
reasonably expected to have a Material Adverse Effect.

            9.9 CONSUMMATION OF THE TRANSACTIONS. Cause the Existing Senior
Subordinated Notes to be redeemed and the Existing Senior Subordinated Note
Indenture to be discharged on or about June 22, 2001, and cause the Existing
Senior Notes to be redeemed and the Existing Senior Note Indenture to be
discharged on or about July 15, 2001.

            9.10 EXISTING AND FUTURE MORTGAGES. With respect to fee interests in
real property and leasehold interests in real property owned by any Loan Party
on the Closing Date and, from and after the Closing Date, in the event that (i)
the Borrower or any Subsidiary that is a Guarantor acquires any fee interest in
real property or any leasehold real property or (ii) at the time any Person
becomes a Guarantor, such Person owns or holds any fee interest in real property
or any leasehold real property, in each case excluding any such real property
asset the encumbrancing of which requires the consent of any applicable lessor
or then-existing senior lienholder, where the Borrower and its Subsidiaries have
attempted in good faith, but are unable, to obtain such lessor's or senior
lienholder's consent, and the value of such real property or leasehold real
property exceeds $2,000,000 (any such non-excluded real property asset described
in the foregoing clause (i) or (ii) being a "MORTGAGED PROPERTY"), then if
requested by the Administrative Agent, the Borrower or such Guarantor shall
deliver to Collateral Agent, as soon as practicable after such request, a fully
executed and notarized Mortgage (a "MORTGAGE"), duly recorded in all appropriate
places in all applicable jurisdictions, encumbering the interest of such Loan
Party in such Mortgaged Property; and such opinions, appraisal, documents, title
insurance, environmental reports that may be reasonably required by the
Administrative Agent.

            9.11 REAL ESTATE APPRAISALS. At such time as any real property
becomes a Mortgaged Property pursuant to subsection 9.10, if requested by the
Administrative Agent, the Borrower shall, and shall cause each of its
Subsidiaries to, permit an independent real estate appraiser satisfactory to the
Administrative Agent, upon reasonable notice, to visit and inspect any Mortgaged
Property for the purpose of preparing an appraisal of such Mortgaged Property
satisfying the requirements of any applicable laws and regulations.

                         SECTION 10. NEGATIVE COVENANTS

            The Borrower hereby agrees that, so long as any Commitments remain
in effect, or any Letter of Credit remains outstanding and unpaid or any other
amount is owing to any Lender or the Agents hereunder, the Borrower shall not
and (except with respect to subsections 10.1 and 10.16) shall not permit any of
its Subsidiaries to, directly or indirectly:

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<PAGE>

            10.1 FINANCIAL CONDITION COVENANTS.

            (a) INTEREST COVERAGE. Permit for any period of four consecutive
fiscal quarters ending on or about the last day of the fiscal quarters set forth
below the ratio (the "INTEREST COVERAGE RATIO") of (i) Consolidated EBITDA of
the Borrower for such period to (ii) Consolidated Interest Expense of the
Borrower for such period to be less than the ratio set forth opposite such
fiscal quarter end below; PROVIDED that for the first three fiscal quarters of
the Borrower ending after the Closing Date, Consolidated Interest Expense shall
be determined on an Annualized basis:

<TABLE>
<CAPTION>

                                                                MINIMUM INTEREST
                      PERIOD                                     COVERAGE RATIO

<S>                                                                <C>
             Closing Date to September 27, 2003                    2.00 to 1.00

             September 28, 2003 and thereafter                     2.25 to 1.00
</TABLE>


            (b) LEVERAGE RATIO. Permit for any period of four consecutive fiscal
quarters ending on or about the last day of the fiscal quarters (each, a "TEST
DATE") set forth below the Leverage Ratio to be greater than the ratio set forth
opposite such fiscal quarter end below:

<TABLE>
<CAPTION>

                          PERIOD                          MAXIMUM LEVERAGE RATIO

<S>                                                             <C>
             Closing Date to March 30, 2002                     5.25 to 1.00

             March 31, 2002 to June 29 2002                     5.10 to 1.00

             June 30, 2002 to June 28, 2003                     4.90 to 1.00

             June 29, 2003 to September 27, 2003                4.75 to 1.00

             September 28, 2003 to June 26, 2004                4.50 to 1.00

             June 27, 2004 to September 25, 2004                4.25 to 1.00

             September 26, 2004 and thereafter                  4.00 to 1.00

</TABLE>

                                       79
<PAGE>





            10.2 LIMITATION ON INDEBTEDNESS. Create, incur, assume or suffer to
exist any Indebtedness, except:

            (a) Indebtedness of the Loan Parties under this Agreement and the
other Loan Documents;

            (b) Indebtedness of (i) the Borrower to any Subsidiary and (ii) of
any Subsidiary, which is a party to a Subsidiary Guarantee and the Capital Stock
of which is pledged to the Collateral Agent, to the Borrower or to any other
Subsidiary;

            (c) Indebtedness of the Borrower and any of its Subsidiaries
incurred to finance the acquisition of fixed or capital assets or additions
thereto (whether pursuant to a loan, a Financing Lease or otherwise) in an
aggregate principal amount not exceeding as to the Borrower and its Subsidiaries
$25,000,000 at any time outstanding;

            (d) Indebtedness outstanding on the date hereof and listed on
Schedule 10.2(d) and any renewals, extensions, refundings or refinancings of
such Indebtedness, PROVIDED the interest rate or amount thereof is not increased
and the maturity of any installment of principal thereof is not shortened;

            (e) (x) Permitted Subordinated Indebtedness of the Borrower, (y)
Indebtedness assumed in an aggregate principal amount not to exceed $15,000,000
(provided such Indebtedness was not created in contemplation of such
acquisition) and (z) other unsubordinated Indebtedness (including Indebtedness
under this Agreement incurred pursuant to subsection 2.5(a) hereof) in an
aggregate principal amount not to exceed $300,000,000 minus the aggregate
principal amount of Indebtedness incurred pursuant to clauses (x) and (y) of
this subsection 10.2(e), which Indebtedness is incurred in connection with a
business acquisition or investment permitted by subsection 10.9(h), PROVIDED
that, after giving effect to such acquisition or investment and the incurrence
of such Indebtedness, (i) no Default or Event of Default shall have occurred and
be continuing and (ii) the Borrower shall be in compliance with subsection 10.1
on a pro forma basis assuming that (A) such Indebtedness had been incurred on
the first day of the period of four fiscal quarters ending on the most recently
ended Test Date and (B) Consolidated EBITDA of the Borrower for the period of
four fiscal quarters ending on such Test Date included Consolidated EBITDA of
the business to be acquired;

            (f) Indebtedness of the Borrower not to exceed $25,000,000 in the
aggregate incurred in connection with sale and leaseback transactions, PROVIDED
the first $20,000,000 of Net Cash Proceeds from such sale and leaseback
transactions are applied as Net Cash Proceeds of Material Asset Sales in
accordance with subsection 6.3(c);

                                       80
<PAGE>

            (g) additional Indebtedness of the Borrower (not otherwise permitted
hereunder) not exceeding $25,000,000 in aggregate principal amount at any one
time outstanding;

            (h) Indebtedness with respect to any surety bonds required in the
ordinary course of business of the Borrower and its Subsidiaries, provided that
such Indebtedness shall not at any time exceed $250,000 in the aggregate;

            (i) Apparel Notes;

            (j) Indebtedness of the Borrower in respect of the Senior
Subordinated Indenture and the Senior Subordinated Notes in an aggregate amount
not to exceed $350,000,000; provided that nothing in this subsection 10.2(j)
shall preclude the issuance of additional Senior Subordinated Notes by the
Borrower after the Closing Date to the extent the issuance of such Indebtedness
is otherwise permitted by this subsection 10.2;

            (k) Indebtedness of the Borrower in respect of the Convertible Notes
and the Convertible Note Indenture;

            (l) until July 15, 2001, Indebtedness of the Borrower in respect of
the Existing Senior Note Indenture and the Existing Senior Notes, and until June
22, 2001, the Existing Senior Subordinated Note Indenture and the Existing
Senior Subordinated Notes;

            (m) the Receivables Subsidiary may incur Indebtedness with respect
to the Receivables Facility PROVIDED that any Receivables Facility Prepayment
required in connection with such incurrence is made pursuant to subsection 6.3
and Indebtedness with respect to intercompany promissory notes in favor of the
Borrower and/or its other Subsidiaries evidencing the Receivables Subsidiary's
obligations with respect to the purchase price of receivables purchased by
Receivables Subsidiary under the Receivables Facility; PROVIDED that all
intercompany promissory notes issued to the Borrower or any of its Subsidiaries
by the Receivables Subsidiary shall be pledged by the Borrower or such
Subsidiaries to the Collateral Agent for the benefit of Lenders unless such
pledge of notes shall have an adverse effect on the rating of the Receivables
Facility;

            (n) Indebtedness of the Borrower in respect of Permitted
Subordinated Indebtedness used to refinance the Indebtedness under the
Convertible Notes; and

            (o) Guarantee Obligations as permitted under subsection 10.4.

            10.3 LIMITATION ON LIENS. Create, incur, assume or suffer to exist
any Lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired, except for:

            (a) Liens, assessments and other government charges for taxes not
yet due or which are being contested in good faith by appropriate proceedings,
PROVIDED that adequate


                                       81
<PAGE>

reserves with respect thereto are maintained on the books of the Borrower or its
Subsidiaries, as the case may be, in conformity with GAAP;

            (b) suppliers', carriers', warehousemen's, mechanics',
materialmen's, repairmen's, landlords' or other like Liens arising in the
ordinary course of business which are not overdue for a period of more than 60
days or which are being contested in good faith by appropriate proceedings;

            (c) Liens (other than any Lien imposed by ERISA) incurred or
deposits in connection with workers' compensation, unemployment insurance and
other social security legislation and deposits securing liability to insurance
carriers under insurance or self-insurance arrangements;

            (d) deposits to secure the performance of bids, trade contracts
(other than for borrowed money), leases, statutory obligations, surety and
appeal bonds, performance bonds and other obligations of a like nature incurred
in the ordinary course of business;

            (e) leases, subleases, easements, rights-of-way, encroachments and
other survey defects, restrictions and other similar encumbrances incurred in
the ordinary course of business which are not substantial in amount and which do
not in any case materially detract from the value of the property subject
thereto or materially interfere with the ordinary conduct of the business of the
Borrower or such Subsidiary;

            (f) Liens in existence on the date hereof listed on Schedule
10.3(f), securing Indebtedness permitted by subsection 10.2(d) and replacement
Liens securing any Indebtedness refinanced as permitted by subsection 10.2(d)
and Liens securing Indebtedness permitted under subsection 10.2(f), PROVIDED
that no such Lien (or replacement Lien) is spread to cover any additional
property and that the amount of Indebtedness secured thereby is not increased;

            (g) Liens securing Indebtedness of the Borrower and its Subsidiaries
permitted by subsection 10.2(c) incurred to finance the acquisition of fixed or
capital assets, PROVIDED that (i) such Liens shall be created substantially
simultaneously with the acquisition of such fixed or capital assets, (ii) such
Liens do not at any time encumber any property other than the property financed
by such Indebtedness, (iii) the amount of Indebtedness secured thereby is not
increased and (iv) the principal amount of Indebtedness secured by any such Lien
shall at no time exceed 100% of the original purchase price of such property at
the time it was acquired;

            (h) Liens securing Indebtedness permitted by clause (y) of
subsection 10.2(e) in existence at the time such Indebtedness is assumed,
PROVIDED such Liens were not created in contemplation of such assumption and
such Liens are not expanded to cover any other property;

            (i) Liens on property other than the Collateral (not otherwise
permitted hereunder) and other than on the real property of Borrower and its
Subsidiaries which secure Indebtedness permitted under subsection 10.2(g);



                                       82
<PAGE>

            (j) Liens created pursuant to the Security Documents in favor of the
Collateral Agent for the benefit of the Lenders securing the Borrower's
obligations under this Agreement, or under Interest Rate Agreements with any
such Lenders;

            (k) attachment or judgment liens (other than any Liens described in
subsection 10.3(l)) individually or in the aggregate not in excess of $2,000,000
(exclusive of (i) any amounts that are duly bonded to the reasonable
satisfaction of the Administrative Agent or (ii) any amount adequately covered
by insurance as to which the insurance company has not disclaimed or disputed in
writing its obligations for coverage);

            (l) any Lien arising pursuant to any order of attachment, distraint
or other legal process in connection with court or arbitration proceedings so
long as the execution or other enforcement thereof is effectively stayed, the
claims secured thereby are being contested in good faith by appropriate
proceedings, adequate reserves have been established with respect to such claims
in accordance with GAAP and no Event of Default would occur as a result thereof;

            (m) Liens arising under licensing agreements entered into by the
Borrower or any Subsidiary in the ordinary course of business for the use of
Intellectual Property or other intangible assets of the Borrower or such
Subsidiary, and settlements, permissions, consents to use, and other similar
agreements concerning Intellectual Property or judgments adjudicating rights in
Intellectual Property;

            (n) Liens against the Borrower and its Subsidiaries arising under
the Receivables Facility with respect to accounts receivable transferred by the
Borrower and its Subsidiaries under such Receivables Facility; and

            (o) Liens against the Receivables Subsidiary securing the
obligations of the Receivables Subsidiary under the Receivables Facility.

            If the Borrower or any of its Subsidiaries shall create or assume
any Lien upon any of its properties or assets, whether now owned or hereafter
acquired, other than the Liens excepted by the provisions of clauses (a) through
(o) above, it shall make or cause to be made effective provision whereby the
obligations of the Borrower and the Subsidiaries under the Loan Documents will
be secured by such Lien equally and ratably with any and all other Indebtedness
secured thereby as long as any such Indebtedness shall be so secured; PROVIDED
that, notwithstanding the foregoing, this provision shall not be construed as a
consent by the Lenders to the creation or assumption of any such Lien not
permitted by the provisions of clauses (a) through (o) above.

            10.4 LIMITATION ON GUARANTEE OBLIGATIONS. Create, incur, assume or
suffer to exist any Guarantee Obligation except:

            (a) Guarantee Obligations in existence on the date hereof and listed
on Schedule 10.4(a) and any renewals, extensions or modifications thereof;



                                       83
<PAGE>

            (b) Guarantee Obligations incurred after the date hereof in an
aggregate amount not to exceed $25,000,000 at any one time outstanding;

            (c) the Guarantee Obligations under the Guarantees in favor of the
Collateral Agent for the benefit of the Lenders;

            (d) Guarantee Obligations in respect of Letters of Credit;

            (e) Guarantee Obligations assumed (provided such Guarantee
Obligations were not created in contemplation of such acquisition) in connection
with a business acquisition permitted by subsection 10.9(h), PROVIDED that,
after giving effect to such acquisition and the incurrence of such Guarantee
Obligation, (i) no Default or Event of Default shall have occurred and be
continuing and (ii) the Borrower shall be in compliance with subsections 10.1(a)
and 10.1(b) on a pro forma basis assuming that (x) such acquisition had occurred
on the first day of the period of four fiscal quarters ending on the last day of
the most recently ended Test Period and (y) Consolidated EBITDA of the Borrower
for the period of four fiscal quarters ending on the last day of such Test
Period included Consolidated EBITDA of the business to be acquired;

            (f) Guarantee Obligations of the Senior Subordinated Notes by the
Subsidiaries which are also Guarantors under the Subsidiary Guarantee, provided
that such Guarantee Obligations are subordinated to the Obligations hereunder
and under the Subsidiary Guarantee to at least the same extent as the Senior
Subordinated Notes are subordinated to the Obligations hereunder;

            (g) Guarantee Obligations of the Borrower or any Loan Party in
respect of obligations of other Loan Parties incurred in the ordinary course of
business and not prohibited hereunder; and

            (h) Guarantee Obligations of the Borrower and its Subsidiaries in
respect of obligations of the Receivables Subsidiary permitted under subsection
10.9(i).

            10.5 LIMITATION ON FUNDAMENTAL CHANGES. Enter into any merger,
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer
or otherwise dispose of, all or substantially all of its property, business or
assets, or make any material change in its present method of conducting
business, except:

            (a) any Subsidiary of the Borrower may be merged or consolidated
with or into the Borrower including, without limitation, as contemplated by
subsection 10.16 (PROVIDED that the Borrower shall be the continuing or
surviving corporation and, if the securities of the Borrower are not publicly
held following such merger or consolidation, the Borrower shall have complied
with subsection 10.16) or with or into any one or more wholly owned Subsidiaries
of the Borrower (PROVIDED that the wholly owned Subsidiary or Subsidiaries shall
be the continuing or surviving corporation);



                                       84
<PAGE>

            (b) any Subsidiary may sell, lease, assign, transfer or otherwise
dispose of any or all of its assets (upon voluntary liquidation or otherwise) to
the Borrower or any Subsidiary Guarantor; and

            (c) the Borrower may transfer (i) Intellectual Property created or
acquired after the Closing Date, property, plant and equipment and receivables
(collectively, "TRANSFERABLE ASSETS") and (ii) sales, marketing, manufacturing
and administrative activities to any New Subsidiary.

            10.6 LIMITATION ON SALE OF ASSETS. Convey, sell, lease, assign,
transfer or otherwise dispose of any of its property, business or assets
(including, without limitation, receivables and leasehold interests), whether
now owned or hereafter acquired, or, in the case of any Subsidiary, issue or
sell any shares of such Subsidiary's Capital Stock to any Person other than the
Borrower or any wholly owned Subsidiary, except:

            (a) the sale, abandonment or other disposition of obsolete or worn
out property in the ordinary course of business;

            (b) the sale or other disposition of any property (other than
inventory or other tangible assets which the Borrower and its Subsidiaries
customarily replace periodically with substitute assets (including, without
limitation, vehicles) or obsolete or worn out property in the ordinary course of
business) in the ordinary course of business, PROVIDED that the aggregate book
value of all assets so sold or disposed of shall not exceed $1,500,000 in any
year;

            (c) the sale or return of inventory or other tangible assets which
the Borrower and its Subsidiaries customarily replace periodically with
substitute assets (including, without limitation, vehicles) in the ordinary
course of business;

            (d) in addition to the transactions permitted by subsections (g) and
(h) below, Material Asset Sales in an aggregate amount of cash proceeds not to
exceed $75,000,000;

            (e) as permitted by subsection 10.5(b);

            (f) transfers constituting advances, loans, extensions of credit,
capital contributions, purchases, investments and the like permitted by
subsection 10.9;

            (g) sales or dispositions constituting sale leaseback transactions
aggregate amount not to exceed $25,000,000;

            (h) sales of receivables pursuant to the Receivables Facility;
provided that any Receivables Facility Prepayment required in connection with
such sales is made pursuant to subsection 6.3;

            (i) so long as immediately after giving effect thereto no Default or
Event of Default shall have occurred and be continuing, the transfer or sale by
the Borrower of Transferable Assets to any New Subsidiary; and



                                       85
<PAGE>

            (j) as permitted by subsection 10.16.

PROVIDED that the Borrower shall not sell, transfer or otherwise dispose of any
shares of any class of Capital Stock of Playtex Marketing Corporation or any
trademark license granted to it by Playtex Marketing Corporation.

            10.7 LIMITATION ON DIVIDENDS. Declare or pay any dividend (other
than dividends payable solely in common stock of the Borrower or, with respect
to any pay-in-kind preferred stock, in additional shares of such preferred
stock) on, or make any payment on account of, or set apart assets for a sinking
or other analogous fund for, the purchase, redemption, defeasance, retirement or
other acquisition of, any shares of any class of Capital Stock of the Borrower
or any warrants or options to purchase any such Capital Stock, whether now or
hereafter outstanding, or make any other distribution in respect thereof, either
directly or indirectly, whether in cash or property or in obligations of the
Borrower or any Subsidiary, except that the Borrower may (i) repurchase its
Capital Stock owned by management employees, (ii) make payments to management
employees upon termination of employment in connection with the exercise of
stock options, stock appreciation rights or similar equity incentives or equity
based incentives pursuant to management incentive plans in an aggregate amount
for (i) and (ii) per year not to exceed $5,000,000, (iii) declare and make
dividend payments to Holdings for the purposes of clauses (i) and (ii) above and
for funding general operating expenses of Holdings; PROVIDED, that any such
payments made pursuant to this clause (iii) for general operating expenses shall
not exceed an aggregate amount of $1,000,000 per year or (iv) declare and make
dividend payments to Holdings (regardless if any Default or Event of Default is
then continuing) for the purpose of paying taxes of Holdings, the Borrower and
its Subsidiaries.

            10.8 LIMITATION ON CAPITAL EXPENDITURES. Make or commit to make any
Consolidated Capital Expenditure, except for expenditures in the ordinary course
of business, not exceeding the greater of (x) $30,000,000 per fiscal year or (y)
3.5% of revenues for the prior fiscal year (including pro forma adjustments for
acquisitions and dispositions) in the aggregate for the Borrower and its
Subsidiaries during any fiscal year; PROVIDED that any portion of such permitted
Consolidated Capital Expenditures not expended in any fiscal year (up to a
maximum of 50% of such amount for such fiscal year) may be carried forward into
the next succeeding fiscal year.

            10.9 LIMITATION ON INVESTMENTS, LOANS AND ADVANCES. Make any
advance, loan, extension of credit or capital contribution to, or purchase any
stock, bonds, notes, debentures or other securities of or any assets
constituting a business unit of, or make any other investment in, any Person,
except:

            (a) extensions of trade credit in the ordinary course of business;

            (b) investments in Cash Equivalents;

            (c) loans and advances to officers, directors and other employees of
the Borrower or its Subsidiaries for (i) commissions and travel and
entertainment expenses in the


                                       86
<PAGE>

ordinary course of business and (ii) relocation expenses and other similar
expenses in an aggregate amount for the Borrower and its Subsidiaries not to
exceed $5,000,000 in the aggregate at any one time outstanding;

            (d) loans by the Borrower to its employees or employees of its
Subsidiaries in connection with management incentive plans in an amount not to
exceed $5,000,000 in the aggregate at any one time outstanding;

            (e) investments by the Borrower and its Subsidiaries in existence on
the date hereof in non-Domestic Subsidiaries and other investments, loans and
advances in existence on the date hereof in an aggregate amount not exceeding
$1,000,000, and extensions, renewals, modifications or restatements thereof;

            (f) if in the reasonable judgment of the Borrower or any of its
Subsidiaries, any customer is deemed to be in a reorganization or unable to make
a timely cash payment on indebtedness of such customer owing to it, each of the
Borrower and its Subsidiaries may invest in securities issued by such customer
or any affiliate thereof in lieu of cash payments; PROVIDED that the Borrower or
such Subsidiary, as the case may be, has paid no new consideration (other than
forgiveness of Indebtedness or other obligations) therefor;

            (g) (i) investments by the Borrower in its Subsidiaries which are
or, immediately after giving effect thereto, become parties to the Subsidiary
Guarantee and the Capital Stock of which is pledged to the Collateral Agent to
secure the Borrower's obligations hereunder and under the other Loan Documents,
(ii) investments by Subsidiaries which are not parties to the Subsidiary
Guarantee in other Subsidiaries, (iii) investments by the Borrower and its
Subsidiaries in non-Domestic Subsidiaries; PROVIDED that the aggregate amount of
such investments, together with (without duplication) the aggregate amount of
investments in non-Domestic Subsidiaries permitted under subparagraph 10.9(h)
below, shall not exceed $50,000,000 in the aggregate, and (iv) investments by
Subsidiaries which are parties to the Subsidiary Guarantee in the Borrower and
in other Subsidiaries which are parties to the Subsidiary Guarantee and the
Capital Stock of which is pledged to the Collateral Agent to secure the
Borrower's obligations hereunder and under the Loan Documents;

            (h) so long as after giving effect thereto no Default or Event of
Default shall have occurred and be continuing, acquisitions of, or investments
in, one or more businesses or lines of business, in an aggregate amount (which
amount shall include Indebtedness assumed or incurred as permitted by clauses
(x), (y) and (z) of subsection 10.2(e)) not to exceed $300,000,000 in the
aggregate plus the amount of equity contributions (other than any such equity
which is mandatorily redeemable prior to November 30, 2009) to the Borrower
after the Closing Date which equity contributions do not constitute Specified
Equity Contributions; PROVIDED that the aggregate amount of such acquisitions
and investments in non-Domestic Subsidiaries, together with (without
duplication) the aggregate amount of investments in non-Domestic Subsidiaries
permitted under subsection 10.9(g)(iii) above, shall not exceed $50,000,000 in
the aggregate; PROVIDED, FURTHER, that if any such acquisition or investment
results in the creation or acquisition of a Subsidiary, 100%, or in the case of
a non-Domestic Subsidiary 65%, of the Capital Stock of such Subsidiary owned
directly or indirectly by the


                                       87
<PAGE>

Borrower shall be pledged to the Collateral Agent to secure the Borrower's
obligations hereunder and under the other Loan Documents, such Subsidiary (if a
Domestic Subsidiary) shall become a party to the Guarantee and the Security
Documents, and shall deliver such financing statements and other documents and
instruments as may be required by the Agents to create and perfect a Lien in the
Collateral under the Security Documents;

            (i) investments in the Receivables Subsidiary (i) consisting of the
contribution of receivables by Borrower and its Subsidiaries and (ii) other
investments in the Receivables Subsidiary by Borrower and its Subsidiaries in an
aggregate amount outstanding at any time not to exceed $5,000,000 as such amount
may be reduced by any write down or realized loss;

            (j) any redemption or repurchase by the Borrower of any of the
Convertible Notes or Existing Senior Notes or Existing Senior Subordinated Notes
permitted by subsection 10.10(a); and

            (k) other investments, loans or advances in an aggregate amount not
exceeding $10,000,000.

            10.10 CERTAIN PROVISIONS RELATING TO OTHER DEBT INSTRUMENTS.

            With respect to the Indebtedness permitted pursuant to subsections
10.2(e), 10.2(i), 10.2(j), 10.2(k), 10.2(l) and 10.2(n),

            (a) Make any optional payment or optional prepayment on or
redemption or purchase of any such Indebtedness or pay any interest on any such
Indebtedness in cash which may in accordance with the terms thereof be paid by
the issuance of additional Indebtedness or offer to do any of the foregoing,
except as follows:

            (i) the Borrower may redeem or purchase any of the Convertible Notes
with the Net Cash Proceeds of Permitted Subordinated Indebtedness, or with the
Net Cash Proceeds from any offering of equity securities of the Borrower
subsequent to the Closing Date (other than any such offering to the extent the
Net Cash Proceeds of which are used to make an investment or acquisition
permitted by subsection 10.9(h) or that are designated by the Borrower as a
Specified Equity Contribution or which equity securities are mandatorily
redeemable prior to November 30, 2009);

            (ii) the Borrower may redeem or purchase any of the Convertible
Notes from any funds available therefor (including, without limitation, with
Revolving Credit Loans) if the Borrower's Senior Debt Leverage Ratio measured on
a PRO FORMA basis immediately after giving effect to such redemption, would not
exceed 2.25 to 1.00;

            (iii) the Borrower may redeem or purchase the Existing Senior Notes
and Existing Senior Subordinated Notes in accordance with subsection 9.9;

            (iv) the Borrower may pay interest in cash on the Apparel Notes on
each scheduled interest payment date therefor so long as (x) no Default or Event
of Default has


                                       88
<PAGE>

occurred and is continuing or would result therefrom, (y) the amount of such
payment is net of all interest accrued and unpaid on the PAP Debenture for the
same period as the Borrower's cash interest payment on the Apparel Notes and (z)
the net cash payment by the Borrower does not exceed $150,000 in any fiscal
year; or

            (b) Amend, modify or change, or consent or agree to any such
amendment, modification or change in any material respect to, any of the terms
of any such Indebtedness, including, without limitation, the Senior Subordinated
Note Indenture, the Apparel Notes, the Convertible Note Indenture, and any
Permitted Subordinated Indebtedness (other than any such amendment, modification
or change which would extend the maturity or reduce the amount of any payment of
principal thereof or which would reduce the rate or extend the date for payment
of interest thereon or which would not have, in the aggregate for all such
amendments, modifications or changes, an adverse effect on the Lenders). The
Borrower hereby designates all of its obligations under this Agreement and the
other Loan Documents as "Designated Senior Indebtedness" for purposes of the
Senior Subordinated Note Indenture.

            10.11 LIMITATION ON TRANSACTIONS WITH AFFILIATES. Enter into any
transaction, including, without limitation, any purchase, sale, lease or
exchange of property or the rendering of any service, with any Affiliate unless
such transaction is (a) otherwise permitted under this Agreement, (b) in the
ordinary course of the Borrower's or such Subsidiary's business and (c) upon
fair and reasonable terms no less favorable to the Borrower or such Subsidiary,
as the case may be, than it would obtain in a comparable arm's length
transaction with a Person which is not an Affiliate, except that the foregoing
restrictions shall not apply to (i) any transaction with an officer or member of
the Board of Directors of the Borrower entered into in the ordinary course of
business (including compensation and employee benefit arrangements), (ii)
transactions and agreements in existence on the date hereof and described on
Schedule 10.11, (iii) directors' fees, (iv) employment agreements and
arrangements (including, without limitation, benefits) approved by the Board of
Directors of the Borrower, (v) loans to employees not exceeding $5,000,000 in
the aggregate outstanding at any time, (vi) any employee benefit plan available
to employees of the Borrower generally, (vii) the payment of management,
consulting and other fees to HW&P, the Investors or their respective Affiliates
in accordance with the terms of the Stock Purchase Agreement or as otherwise
approved by a majority of the Disinterested Directors (as defined in the Stock
Purchase Agreement), (viii) any other transaction or series of related
transactions which have been approved by a majority of the Disinterested
Directors (as defined in the Stock Purchase Agreement), (ix) transactions and
agreements for the purchase of accounts receivable pursuant to the Receivables
Facility and (x) payments to Holdings for the purpose of funding general
operating expenses permitted under subsection 10.7(iii).

            10.12 LIMITATION ON SALES AND LEASEBACKS. Enter into any arrangement
with any Person providing for the leasing by the Borrower or any Subsidiary of
real or personal property which has been or is to be sold or transferred by the
Borrower or such Subsidiary to such Person or to any other Person to whom funds
have been or are to be advanced by such Person on the security of such property
or rental obligations of the Borrower or such Subsidiary, except as permitted by
subsection 10.6(g).



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            10.13 LIMITATION ON CHANGES IN FISCAL YEAR. Permit the fiscal year
of the Borrower to end on a day other than the last Saturday in December of each
calendar year.

            10.14 LIMITATION ON NEGATIVE PLEDGE CLAUSES. On or after the date
hereof, enter into with any Person any agreement, other than (a) this Agreement,
(b) the Senior Subordinated Indenture, or any Receivables Facility and (c) any
industrial revenue bonds, purchase money mortgages or Financing Leases permitted
by this Agreement (in which cases, any prohibition or limitation shall only be
effective against the assets financed thereby), which prohibits or limits the
ability of the Borrower or any of its Subsidiaries to create, incur, assume or
suffer to exist any Lien upon any of its property, assets or revenues, whether
now owned or hereafter acquired.

            10.15 AMENDMENT OF ARTICLES OF INCORPORATION. Amend any provision of
its Articles of Incorporation (including any provisions or certificate of
designations relating to any preferred stock), in any manner which could
reasonably be expected to have a Material Adverse Effect.

            10.16 HOLDINGS REORGANIZATION. Merge or consolidate with a direct or
indirect wholly owned Subsidiary or other entity formed for the purpose of
creating a holding company for the Borrower unless each of the following
conditions is met:

            (a) The Borrower shall be the continuing or surviving corporation in
such merger.

            (b) Immediately following such merger or consolidation and other
transactions related thereto, the Borrower shall be a wholly-owned Subsidiary of
Holdings, and the capital stock of the Borrower outstanding immediately before
the transactions described in this subsection 10.16 shall be converted into or
exchanged for shares of capital stock of Holdings.

            (c) Concurrently with the consummation of the Holdings
Reorganization, the Borrower will notify the Administrative Agent of the
Holdings Reorganization and cause Holdings to execute and deliver to the
Administrative Agent a counterpart of the Holdings Guarantee and a counterpart
of the Security Agreement and to take all such further actions and execute all
such further documents and instruments (including actions, documents and
instruments comparable to those described in subsection 8.1(j) and 8.1(k)) as
may be necessary or, in the reasonable opinion of the Administrative Agent,
desirable to create in favor of Administrative Agent, for the benefit of the
Lenders, a valid and perfected first priority Lien on all of the personal
property assets of Holdings described in the Security Agreement.

            (d) Concurrently with the consummation of the Holdings
Reorganization, the Borrower shall deliver to the Administrative Agent, together
with the Holdings Guarantee and Security Agreement, (i) certified copies of
Holding's certificate or articles of incorporation, together with a good
standing certificate from the Secretary of State of the jurisdiction of its
organization and each other state in which Holdings is qualified to do business
and, to the extent generally available, a certificate or other evidence of good
standing as to payment of any applicable franchise or similar taxes from the
appropriate taxing authority of each of such


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jurisdictions, each to be dated a recent date prior to their delivery to the
Administrative Agent, (ii) a certificate executed by the secretary or similar
officer of Holdings as to (x) the fact that the attached resolutions of the
board of directors of Holdings approving and authorizing the execution, delivery
and performance of such Loan Documents are in full force and effect and have not
been modified or amended and (y) the incumbency and signatures of the officers
of Holdings executing such Loan Documents, (iii) the certificate or certificates
evidencing the capital stock of the Borrower, together with an irrevocable
undated stock powers duly endorsed in blank and reasonably satisfactory in form
and substance to the Administrative Agent, and (iv) a favorable opinion of
counsel to Holdings, in form and substance reasonably satisfactory to the
Administrative Agent and its counsel, as to (a) the due organization and good
standing of Holdings, (b) the due authorization, execution and delivery by
Holdings of such Loan Documents, (c) the enforceability of such Loan Documents
against Holdings and (d) such other matters (including matters relating to the
creation and perfection of Liens in any collateral pursuant to the Security
Agreement) as the Administrative Agent may reasonably request, all of the
foregoing to be reasonably satisfactory in form and substance to the
Administrative Agent and its counsel.

                         SECTION 11. EVENTS OF DEFAULT

            If any of the following events shall occur and be continuing:

            (a) The Borrower shall fail to pay any principal of any Loan or any
Reimbursement Obligation when due in accordance with the terms thereof or
hereof; or the Borrower shall fail to pay any interest on any Loan, or any other
amount payable hereunder, within five days after any such interest or other
amount becomes due in accordance with the terms thereof or hereof; or

            (b) Any representation or warranty made or deemed made by the
Borrower or any other Loan Party herein or in any other Loan Document or which
is contained in any certificate, document or financial or other statement
furnished by it at any time on or after the Closing Date under or in connection
with this Agreement or any such other Loan Document shall prove to have been
incorrect in any material respect on or as of the date made or deemed made; or

            (c) The Borrower or any other Loan Party shall default in the
observance or performance of any agreement contained in subsection 9.4 (as to
existence of the Borrower or any Loan Party, other than an Immaterial
Subsidiary) or SECTION 10 of this Agreement or in Sections 6, 7, 8, 9, 10, and
11 of the Security Agreement; or

            (d) Any Loan Party shall default in the observance or performance of
any other agreement contained in this Agreement or any other Loan Document
(other than as provided in Section 11(a) through (c)), and such default shall
continue unremedied for a period of 30 days from the earlier of (i) the date any
Responsible Officer obtains or should have obtained knowledge of such default
and (ii) the date the Borrower receives notice of such default from the
Administrative Agent or any Lender; or



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            (e) Any Loan Party or any of their respective Subsidiaries (other
than a Non-Recourse Receivables Subsidiary) shall (i) default in any payment of
principal of or interest on any Indebtedness (other than the Loans) or in the
payment of any Guarantee Obligation, in either case in an aggregate outstanding
principal amount in excess of $5,000,000 beyond the period of grace (not to
exceed 60 days), if any, provided in the instrument or agreement under which
such Indebtedness or Guarantee Obligation was created, after giving effect to
any consents or waivers relating thereto; or (ii) default in the observance or
performance of any other agreement or condition relating to any such
Indebtedness or Guarantee Obligation or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event shall occur or
condition exist, the effect of which default or other event or condition is to
cause, or to permit the holder or holders of such Indebtedness or beneficiary or
beneficiaries of such Guarantee Obligation (or a trustee or agent on behalf of
such holder or holders or beneficiary or beneficiaries) to cause, with the
giving of notice if required, such Indebtedness to become due prior to its
stated maturity or such Guarantee Obligation to become payable in an aggregate
amount exceeding $5,000,000; or

            (f) (i) Any Loan Party or any of their respective Subsidiaries
(other than a Non-Recourse Receivables Subsidiary or an Immaterial Subsidiary)
shall commence any case, proceeding or other action (w) under any existing or
future law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking to have an order for
relief entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution, composition or other relief with respect to it or its
debts, or (x) seeking appointment of a receiver, trustee, custodian, conservator
or other similar official for it or for all or any substantial part of its
assets, or any Loan Party or any of their respective Subsidiaries (other than a
Non-Recourse Receivables Subsidiary or an Immaterial Subsidiary) shall make a
general assignment for the benefit of its creditors; or (ii) there shall be
commenced against any Loan Party or any of their respective Subsidiaries (other
than a Non-Recourse Receivables Subsidiary or an Immaterial Subsidiary) any
case, proceeding or other action of a nature referred to in clause (i) above
which (y) results in the entry of an order for relief or any such adjudication
or appointment or (z) remains undismissed, undischarged or unbonded for a period
of 60 days; or (iii) there shall be commenced against any Loan Party or any of
their respective Subsidiaries (other than a Non-Recourse Receivables Subsidiary
or an Immaterial Subsidiary) any case, proceeding or other action seeking
issuance of a warrant of attachment, execution, distraint or similar process
against all or any substantial part of its assets which results in the entry of
an order for any such relief which shall not have been vacated, discharged, or
stayed or bonded pending appeal within 60 days from the entry thereof; or (iv)
any Loan Party or any of their respective Subsidiaries (other than a
Non-Recourse Receivables Subsidiary or an Immaterial Subsidiary) shall take any
action in furtherance of, or indicating its consent to, approval of, or
acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above;
or (v) any Loan Party or any of their respective Subsidiaries (other than a
Non-Recourse Receivables Subsidiary or an Immaterial Subsidiary) shall generally
not, or shall be unable to, or shall admit in writing its inability to, pay its
debts as they become due; or



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            (g) (i) Any Person shall engage in any non-exempt "prohibited
transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code)
involving any Plan, (ii) any "accumulated funding deficiency" (as defined in
Section 302 of ERISA), whether or not waived, shall exist with respect to any
Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of the
Borrower or any Commonly Controlled Entity, (iii) a Reportable Event shall occur
with respect to, or proceedings shall commence to have a trustee appointed, or a
trustee shall be appointed, to administer or to terminate, any Single Employer
Plan, which Reportable Event or commencement of proceedings or appointment of a
trustee is, in the reasonable opinion of the Required Lenders, likely to result
in the termination of such Plan for purposes of Title IV of ERISA, (iv) any
Single Employer Plan shall terminate for purposes of Title IV of ERISA, or (v)
the Borrower or any Commonly Controlled Entity shall, or in the reasonable
opinion of the Required Lenders is likely to, incur any liability in connection
with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer
Plan; and in each case in clauses (i) through (v) above, such event or
condition, together with all other such events or conditions, if any, could
reasonably be expected to have a Material Adverse Effect; or

            (h) One or more judgments or decrees shall be entered against
Holdings (if the Holdings Reorganization shall have occurred), the Borrower or
any of its Subsidiaries (other than a Non-Recourse Receivables Subsidiary or
Immaterial Subsidiary) involving in the aggregate a liability (not paid or fully
covered by insurance) of $7,500,000 or more, and all such judgments or decrees
shall not have been vacated, discharged, stayed or bonded pending appeal within
60 days from the entry thereof; or

            (i) The Security Documents shall cease, for any reason, to be in
full force and effect, or the Borrower or any other Loan Party which is a party
to the Security Documents shall so assert or (ii) the Lien created by the
Security Documents shall cease to be enforceable and of the same effect and
priority purported to be created thereby; or

            (j) Any Guarantee shall cease, for any reason, to be in full force
and effect (except as permitted under subsection 10.5 or 13.9 hereof) or any
Guarantor shall so assert; or

            (k) Any of the subordination provisions in the Senior Subordinated
Note Indenture, the Convertible Note Indenture or the Apparel Notes shall cease,
for any reason, to be in full force and effect, or the Borrower or any other
Subsidiary which is a party to the Senior Subordinated Note Indenture or the
Convertible Note Indenture or the Apparel Notes or any agreement relating to the
Senior Subordinated Notes, the Convertible Notes or the Apparel Notes shall so
assert;

            (l) a Change of Control shall have occurred; or

            (m) After the consummation of the Holdings Reorganization, Holdings
shall (i) engage in any business other than entering into and performing its
obligations under and in accordance with the Loan Documents and other related
transactions to which it is a party, including, without limitation, the Holdings
Guarantee and the Security Agreement or activities incidental to being a public
holding company, or (ii) own any assets other than (A) the Capital


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Stock of the Borrower and (B) Cash and Cash Equivalents in an amount not to
exceed $1,000,000 at any one time for the purpose of paying general operating
expenses of Holdings.

then, and in any such event, (1) if such event is an Event of Default specified
in clause (i) or (ii) of Section 11(f) above with respect to the Borrower,
automatically the Commitments shall immediately terminate and the Loans
hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement (including, without limitation, all amounts of L/C Obligations,
whether or not the beneficiaries of the then outstanding Letters of Credit shall
have presented the documents required thereunder) shall immediately become due
and payable, and (2) if such event is any other Event of Default, either or both
of the following actions may be taken: (A) with the consent of the Required
Lenders, the Administrative Agent may, or upon the request of the Required
Lenders, the Administrative Agent shall, by notice to the Borrower declare the
Commitments to be terminated forthwith, whereupon the Commitments shall
immediately terminate; and (B) with the consent of the Required Lenders, the
Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice to the Borrower, declare the Loans
hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement (including, without limitation, all amounts of L/C Obligations,
whether or not the beneficiaries of the then outstanding Letters of Credit shall
have presented the documents required thereunder) to be due and payable
forthwith, whereupon the same shall immediately become due and payable. With
respect to all Letters of Credit with respect to which presentment for honor
shall not have occurred at the time of an acceleration pursuant to the preceding
sentence, the Borrower shall at such time deposit in the Collateral Account an
amount equal to the aggregate then undrawn and unexpired amount of such Letters
of Credit. Amounts held in the Collateral Account shall be applied by the
Collateral Agent in accordance with the terms of Section 6.9(b) of the Credit
Agreement.

            Except as expressly provided above in this Section 11, presentment,
demand, protest and all other notices of any kind are hereby expressly waived.

                             SECTION 12. THE AGENTS

            12.1 APPOINTMENT. Each Lender hereby irrevocably designates and
appoints CSFB as the Administrative Agent of such Lender under this Agreement
and the other Loan Documents. Each Lender hereby confirms the appointment by the
Administrative Agent of CSFB as the Collateral Agent. Each Lender irrevocably
authorizes each Agent to take such action on its behalf under the provisions of
this Agreement and the other Loan Documents and to exercise such powers and
perform such duties as are expressly delegated to such Agent by the terms of
this Agreement and the other Loan Documents, together with such other powers as
are reasonably incidental thereto. As between the Lenders and the Agents,
notwithstanding any provision to the contrary elsewhere in this Agreement, no
Agent shall have any duties or responsibilities, except those expressly set
forth herein or in other Loan Documents, or any fiduciary relationship with any
Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or any other Loan
Document or otherwise exist against any Agent. The provisions of this Section 12
are solely for the benefit of each Agent, and the Lenders and the Borrower shall
have no rights as a third party beneficiary of any of the provisions thereof.



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            12.2 DELEGATION OF DUTIES. Each Agent may execute any of its duties
under this Agreement and the other Loan Documents by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. No Agent shall be responsible for the
negligence or misconduct of any agents or attorneys in-fact selected by it with
reasonable care.

            12.3 EXCULPATORY PROVISIONS. None of the Agents or any of their
respective officers, directors, employees, agents, attorneys-in-fact or
Affiliates shall be (a) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or any
other Loan Document (except for its or such Person's own gross negligence or
willful misconduct) or (b) responsible in any manner to any of the Lenders for
any recitals, statements, representations or warranties made by the Borrower or
any officer thereof contained in this Agreement or any other Loan Document or in
any certificate, report, statement or other document referred to or provided for
in, or received by the Agents, under or in connection with, this Agreement or
any other Loan Document or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document or
for any failure of the Borrower to perform its obligations hereunder or
thereunder. No Agent shall be under any obligation to any Lender to ascertain or
to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or any other Loan Document, or to
inspect the properties, books or records of the Borrower.

            12.4 RELIANCE BY AGENTS. Each Agent shall be entitled to rely, and
shall be fully protected in relying, upon any Note, writing, resolution, notice,
consent, certificate, affidavit, letter, telecopy, telex or teletype message,
statement, order or other document or conversation believed by it to be genuine
and correct and to have been signed, sent or made by the proper Person or
Persons and upon advice and statements of legal counsel (including, without
limitation, counsel to the Borrower), independent accountants and other experts
selected by the Agents. Each Agent may deem and treat the payee of any Note as
the owner thereof for all purposes unless a written notice of assignment,
negotiation or transfer thereof shall have been filed with the Administrative
Agent, which shall promptly forward such notice to other Agents. Each Agent
shall be fully justified in failing or refusing to take any action under this
Agreement or any other Loan Document unless it shall first receive such advice
or concurrence of the Required Lenders as it deems appropriate or it shall first
be indemnified to its satisfaction by the Lenders against any and all liability
and expense which may be incurred by it by reason of taking or continuing to
take any such action. Each Agent shall in all cases be fully protected in
acting, or in refraining from acting, under this Agreement and the other Loan
Documents, in the case of the Agent other than the Collateral Agent, in
accordance with a request of the Required Lenders (unless the consent of all
Lenders is expressly required under subsection 13.1), and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the
Lenders.

            12.5 NOTICE OF DEFAULT. No Agent shall be deemed to have knowledge
or notice of the occurrence of any Default or Event of Default hereunder unless
such Agent has received notice from a Lender or the Borrower referring to this
Agreement, describing such Default or Event of Default and stating that such
notice is a "notice of default". In the event


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that any Agent receives such a notice, such Agent shall give notice thereof to
the Lenders and the other Agents. The Administrative Agent shall take such
action with respect to such Default or Event of Default as shall be reasonably
directed by the Required Lenders (unless the consent of all Lenders is expressly
required under subsection 13.1); PROVIDED that unless and until the
Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Lenders.

            12.6 NON-RELIANCE ON AGENTS AND OTHER LENDERS. Each Lender expressly
acknowledges that none of the Agents or any of their respective officers,
directors, employees, agents, attorneys-in-fact or Affiliates has made any
representations or warranties to it and that no act by any Agent hereinafter
taken, including any review of the affairs of the Borrower, shall be deemed to
constitute any representation or warranty by such Agent to any Lender. Each
Lender represents to each Agent that it has, independently and without reliance
upon such Agent or any other Lender, and based on such documents and information
as it has deemed appropriate, made its own appraisal of and investigation into
the business, operations, property, financial and other condition and
creditworthiness of the Borrower and made its own decision to make its Loans
hereunder and enter into this Agreement. Each Lender also represents that it
will, independently and without reliance upon any Agent or any other Lender, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Agreement and the other Loan Documents,
and to make such investigation as it deems necessary to inform itself as to the
business, operations, property, financial and other condition and
creditworthiness of the Borrower. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by any Agent
hereunder, no Agent shall have any duty or responsibility to provide any Lender
with any credit or other information concerning the business, operations,
property, condition (financial or otherwise), prospects or creditworthiness of
the Borrower which may come into the possession of any Agent or any of their
respective officers, directors, employees, agents, attorneys-in-fact or
Affiliates.

            12.7 INDEMNIFICATION. The Lenders agree to indemnify the Arranger
and each Agent in its capacity as such (to the extent not reimbursed by the
Borrower and without limiting the obligation of the Borrower to do so) and their
respective Affiliates and their respective directors, officers, employees and
agents, ratably according to their respective pro rata shares of the aggregate
Revolving Credit Commitments and the aggregate outstanding Term Loans in effect
on the date on which indemnification is sought (or, if indemnification is sought
after the date upon which the Commitments shall have terminated and the Loans
shall have been paid in full, ratably in accordance with their pro rata shares
of the aggregate Revolving Credit Commitments and the aggregate outstanding Term
Loans immediately prior to such date), from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind whatsoever which may at any time
(including, without limitation, at any time following the payment of the Loans)
be imposed on, incurred by or asserted against the Arranger or such Agent in any
way relating to or arising out of this Agreement, any of the other Loan
Documents or any documents contemplated by or referred to herein or therein or
the transactions contemplated hereby or


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thereby or any action taken or omitted by the Arranger or such Agent under or in
connection with any of the foregoing; PROVIDED that no Lender shall be liable
for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from the Arranger's or such Agent's contractual breach, gross
negligence or willful misconduct. The agreements in this subsection 12.7 shall
survive the payment of the Loans and all other amounts payable hereunder.

            12.8 AGENT IN ITS INDIVIDUAL CAPACITY. Any Agent and its Affiliates
may make loans to, accept deposits from and generally engage in any kind of
business with the Borrower as though such Agent were not an Agent hereunder and
under the other Loan Documents. With respect to its Loans made by it and with
respect to any Letter of Credit issued or participated in by it, if any, such
Agent shall have the same rights and powers under this Agreement and the other
Loan Documents as any Lender and may exercise the same as though it were not an
Agent, and the terms "Lender" and "Lenders" shall include such Agent in its
individual capacity.

            12.9 SUCCESSOR AGENTS. Each of the Administrative Agent and the
Collateral Agent may resign upon 30 days' notice to the other Agents and the
Lenders. If the Administrative Agent or the Collateral Agent shall resign as an
Agent under this Agreement and the other Loan Documents, then the Required
Lenders shall appoint from among the Lenders a successor agent for the Lenders,
which successor agent shall, unless an Event of Default has occurred and is
continuing, be approved by the Borrower, whereupon such successor agent shall
succeed to the rights, powers, and duties of the Administrative Agent or the
Collateral Agent, and the term "Administrative Agent" or "Collateral Agent,"
whichever is applicable, shall mean such successor agent effective upon such
appointment and approval, and the former Administrative Agent's or Collateral
Agent's rights, powers and duties as Administrative Agent or Collateral Agent
shall be terminated, without any other or further act or deed on the part of
such former Administrative Agent or Collateral Agent or any of the parties to
this Agreement. After any retiring Administrative or Collateral Agent's
resignation, the provisions of this SECTION 12 shall inure to its benefit as to
any actions taken or omitted to be taken by it while it was Administrative or
Collateral Agent under this Agreement and the other Loan Documents.

            12.10 COLLATERAL DOCUMENTS.

            (a) Each Lender hereby authorizes the Collateral Agent to enter into
the Guarantees and the Security Documents and to take all action contemplated
thereby; PROVIDED that the Collateral Agent shall not enter into or consent to
any amendment, modification, termination or waiver of any provision contained in
any Guarantee or the Security Documents without the prior consent of Required
Lenders. Each Lender agrees that no Lender shall have any right individually to
seek or to enforce any Guarantee or to realize upon the security granted by the
Security Documents, it being understood and agreed that such rights and remedies
may be exercised by the Collateral Agent for the benefit of Lenders upon the
terms of the Guarantees and the Security Documents. Each Lender and Agent hereby
authorizes the Collateral Agent to release any Collateral as permitted or
required under this Agreement and the Security Documents, and agrees that a
certificate executed by the Collateral Agent


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evidencing the release of such Collateral shall be conclusive evidence of such
release as to any third party.

            (b) If there is any conflict between this Agreement and any other
Loan Document, this Agreement and such other Loan Document shall be interpreted
and construed, if possible, so as to avoid or minimize such conflict but, to the
extent (and only to the extent) of such conflict, this Agreement shall prevail
and control.

            12.11 OTHER TITLES. None of the Lenders identified on the facing
page or signature pages of this Agreement as an "arranger" or "bookrunner" or
"syndication agent" or other similar title or capacity shall have any right,
power, obligation, liability, responsibility or duty under this Agreement other
than those applicable to all Lenders as such, except the rights of the Arranger
as set forth in subsections 12.7 and 13.6. Without limiting the foregoing, none
of the Lenders so identified as an "arranger" or "bookrunner" or other similar
title or capacity shall have or be deemed to have any fiduciary relationship
with any Lender. Each Lender acknowledges that it has not relied, and will not
rely, on any of the Lenders so identified in deciding to enter into this
Agreement or taking or not taking action hereunder.

            12.12 ISSUING BANKS AS ISSUERS OF LETTERS OF CREDIT. Each Lender
holding a Revolving Credit Commitment hereby acknowledges that the provisions of
this Section 12 shall apply to each Issuing Bank, in its capacity as issuer of
the Letters of Credit, in the same manner as such provisions are expressly
stated to apply to the Administrative Agent.

                            SECTION 13. MISCELLANEOUS

            13.1 AMENDMENTS AND WAIVERS.

            (a) No amendment, modification, termination or waiver of any
provision of this Agreement or of the Notes, and no consent to any departure by
the Borrower therefrom, shall in any event be effective without the written
concurrence of Required Lenders (except as permitted by subsections 2.5, 13.1(j)
and 13.1(l)) and, in the case of any such amendment, modification, termination,
waiver or consent described in any other subsection of this subsection 13.1, the
consent of the Lenders or Agents required by such subsection.

            (b) No such amendment, modification, termination, waiver or consent
shall, without the consent of each Lender with Obligations directly affected (1)
increase the Loans or Commitments (it being understood that only the Lenders
whose Loans or Commitments are to be increased are directly affected thereby),
(2) reduce the principal amount of any Loan, (3) decrease the interest rate
borne by any Loan (other than any waiver of any increase in the interest rate
applicable to any of the Loans pursuant to subsection 6.6(c)) or the amount of
any fees payable hereunder, (4) postpone the scheduled final maturity date of
any Loan or change the dates or amounts of any interim scheduled installments of
principal of any Loan, (5) postpone the final termination date of the Revolving
Credit Commitment, (6) postpone the date on which any interest or any fees are
payable, (7) reduce the amount or postpone the due date of any amount payable in
respect of any Letter of Credit, (8) extend the expiration date of any Letter of
Credit beyond the end of the Revolving Credit Commitment Period, (9) change in
any


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manner the obligations of Lenders with Revolving Credit Exposure relating to the
purchase of participations in Letters of Credit or Swing Line Loans, or (10)
release any Lien granted in favor of the Collateral Agent with respect to all or
substantially all of the Collateral (an increase in the amount of any
Indebtedness of the Borrower secured ratably by the Collateral shall not be
deemed to be a release of Collateral) or release Holdings from its obligations
under the Holdings Guarantee or release all or substantially all of the
Subsidiary Guarantors from their obligations under the Subsidiary Guarantee, in
each case other than in accordance with the terms of the Loan Documents. Any
increase in a Commitment of a Lender shall require approval by that Lender, but
an increase in aggregate Commitments hereunder shall only require approval of
Required Lenders other than pursuant to subsection 2.5 for which no such
approval of Required Lenders shall be required.

            (c) No such amendment, modification, termination, waiver or consent
that has the effect of changing the allocation of any voluntary or mandatory
prepayments, among the Classes of Term Loans, or the application of such
prepayments to the remaining scheduled payments, shall be effective without the
written concurrence of Required Class Lenders of each Class directly affected
thereby.

            (d) No amendment, modification, termination, waiver or consent that
has the effect of changing any rights to receive voluntary or mandatory
prepayments, Commitment reductions, proceeds of Collateral or payments under the
Guarantees applicable to a Class in a manner that disproportionately
disadvantages such Class relative to any other Class shall be effective without
the written concurrence of Required Class Lenders of such affected Class (it
being understood and agreed that any amendment, modification, termination or
waiver of any such provision which only postpones or reduces any voluntary or
mandatory prepayment, or Commitment reduction from those set forth in subsection
6.3 with respect to one Class but not any other Class shall be deemed to
disproportionately disadvantage such one Class but not to disproportionately
disadvantage any such other Class for purposes of this subsection 13.1(d)).

            (e) No such amendment, modification, termination, waiver or consent
shall, without the consent of each Lender, (1) change in any manner the
definition of "Class" or the definition of "Required Class Lenders" or the
definition of "Required Lenders" (except for any changes resulting solely from
an increase in Commitments or Loans approved in accordance with this subsection
13.1), (2) change in any manner any provision of this Agreement that, by its
terms, expressly requires the approval or concurrence of all Lenders, (3)
increase the maximum duration of Interest Periods permitted hereunder, or (5)
change in any manner or waive the provisions contained in this subsection 13.1.

            (f) No amendment, modification, termination or waiver of any of the
provisions contained in SECTION 8 shall be effective without the written consent
of the Administrative Agent and Required Lenders.

            (g) No amendment, modification, termination or waiver of any
provision of any Note shall be effective without the written concurrence of the
Lender which is the holder of that Note.



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<PAGE>

            (h) No amendment, modification, termination or waiver of any
provision of subsection 2.4 or of any other provision of this Agreement relating
to the Swing Line Loan Commitment or the Swing Line Loans shall be effective
without the written concurrence of Swing Line Lender.

            (i) No amendment, modification, termination or waiver of any
provision of SECTION 3 shall be effective without the written concurrence of
Administrative Agent and, with respect to the purchase of participations in
Letters of Credit, without the written concurrence of each Issuing Bank that has
issued an outstanding Letter of Credit or has not been reimbursed for a payment
under a Letter of Credit.

            (j) Any amendment, modification, termination or waiver of any
provision of this Agreement (other than any such amendments, modifications,
termination or waivers that are subject to subsection 13.1(b)), that relates
only to a Class shall be effective with the written concurrence of Required
Class Lenders of such affected Class.

            (k) Any amendment, modification, termination or waiver of any
provision of this Agreement that relates only to the role of Swing Line Lender
and is approved by the Swing Line Lender shall be sufficient. Any amendment,
modification, termination or waiver of any provision of this Agreement that
relates only to the role of any Issuing Bank may be approved only by such
Issuing Bank.

            (l) No amendment, modification, termination or waiver of any
provision of SECTION 12 or of any other provision of this Agreement which, by
its terms, expressly requires the approval or concurrence of any Agent shall be
effective without the written concurrence of such Agent.

            (m) The Administrative Agent may, but shall have no obligation to,
with the concurrence of any Lender, execute amendments, modifications, waivers
or consents on behalf of that Lender. Any waiver or consent shall be effective
only in the specific instance and for the specific purpose for which it was
given. No notice to or demand on the Borrower in any case shall entitle the
Borrower to any other or further notice or demand in similar or other
circumstances. Any amendment, modification, termination, waiver or consent
effected in accordance with this subsection 13.1 shall be binding upon each
Lender at the time outstanding, each future Lender and, if signed by the
Borrower, on the Borrower. In the case of any waiver, the Borrower, the Lenders,
the Agents and the Collateral Agent shall be restored to their former positions
and rights hereunder and under the other Loan Documents, and any Default or
Event of Default waived shall be deemed to be cured and not continuing; but no
such waiver shall extend to any or other Default or Event of Default, or impair
any right consequent thereon. Each Lender agrees that, in the event of any
amendment, supplement or modification to or waiver of any of the terms of this
Agreement that would cause any Note that might be issued to it under subsection
6.2(e) after such amendment, supplement, modification or waiver to be different
from any Note held by it, such Lender will promptly endorse such Note held by it
to reflect such amendment, supplement, modification or waiver.



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<PAGE>

            13.2 REPLACEMENT OF DISSENTING LENDERS. In the event that the
Borrower shall request the Lenders to enter into any amendment, modification,
consent or waiver with respect to this Agreement or any other Loan Document,
which amendment, modification, consent or waiver cannot become effective without
the consent of each Lender, and any Lender elects not to enter into such
amendment, modification, consent or waiver (each such Lender being a "DISSENTING
LENDER"), then the Borrower shall have the right upon 10 days' written notice to
the Administrative Agent, and such Dissenting Lender, to require each such
Dissenting Lender to assign 100% of its Loans and Notes to any Lender or any
other Assignee that agrees, in its sole discretion, to assume such Loans and
Notes. Each such assignment shall be made pursuant to an Assignment and
Acceptance and shall comply with the terms of subsection 13.7(c) ; PROVIDED,
that (i) the Borrower shall pay the processing fee referred to therein, (ii) the
Borrower shall pay to such Dissenting Lender, concurrently with the
effectiveness of such assignment, an amount equal to the amounts that would have
been payable under subsection 6.13 if the Borrower had prepaid the Loans and
Notes of such Dissenting Lender and (iii) the Dissenting Lender shall continue
to be entitled to the benefits of subsection 13.6 hereof.

            13.3 NOTICES. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
facsimile transmission), and, unless otherwise expressly provided herein, shall
be deemed to have been duly given or made when delivered by hand, or 3 days
after being deposited in the mail, postage prepaid, or, in the case of telecopy
notice, when received, addressed as follows in the case of the Borrower and the
Agents, the Issuing Bank and the Swing Line Lender, and as set forth in Schedule
1.1 in the case of the other parties hereto, or to such other address as may be
hereafter notified by the respective pages hereto:

            The Borrower:      Playtex Products, Inc.
                               300 Nyala Farms Road
                               Westport, Connecticut 06880
                               Attention: Glenn Forbes
                               Telecopy:  203-341-4260

            With a copy to:    Haas Wheat & Partners Incorporated
                               300 Crescent Court
                               Suite 1700
                               Dallas, Texas 75201
                               Attention: Robert B. Haas
                                          Douglas D. Wheat
                               Telecopy:  214-871-8317

                               Paul, Weiss, Rifkind, Wharton & Garrison
                               1285 Avenue of the Americas
                               New York, New York 10019
                               Attention: Robert Hirsh
                               Telecopy:  212-757-3990

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<PAGE>

            The Administrative Agent,     Credit Suisse First Boston
            the Issuing Bank and          Eleven Madison Avenue
            the Swing Line                New York, New York  10010-3629
            Lender:                       Attention: Syndicated Finance Agency
                                                     Group Manager
                                          Telecopy:  212-325-8314
            With a copy to:

                                          Credit Suisse First Boston
                                          Eleven Madison Avenue
                                          New York, New York  10010-3629

                                          Attention: Mark E. Gleason

PROVIDED that any notice, request or demand to or upon the Agents or the Lenders
pursuant to subsection 2.2, 2.3, 4.2, 5.2, 6.3, 6.4 or 6.8 shall not be
effective until received.

            13.4 NO WAIVER; CUMULATIVE REMEDIES. No failure to exercise and no
delay in exercising, on the part of any Agent or any Lender, any right, remedy,
power or privilege hereunder or under the other Loan Documents shall operate as
a waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by law.

            13.5 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties made hereunder, in the other Loan Documents and in any document,
certificate or statement delivered pursuant hereto or in connection herewith
shall survive the execution and delivery of this Agreement and the making of the
Loans hereunder.

            13.6 PAYMENT OF EXPENSES AND TAXES. The Borrower agrees, without
duplication of any amounts payable pursuant to subsection 6.1(c) or (d), (a) to
pay or reimburse the Administrative Agent for all of its respective reasonable
out-of-pocket costs and expenses (including all reasonable out-of-pocket costs
and expenses arising in connection with the syndication of the Loans and any due
diligence investigation performed by the Administrative Agent) incurred in
connection with the development, negotiation, preparation, execution and
delivery of, and any amendment, supplement or modification to, this Agreement
and the other Loan Documents and any other documents prepared in connection
herewith or therewith, whether or not any of the Transactions has been
consummated, and the consummation and administration of the transactions
contemplated hereby and thereby, including, without limitation, the reasonable
fees and disbursements of one counsel to the Administrative Agent in each
jurisdiction approved by the Borrower, such approval not to be unreasonably
withheld, and to pay or reimburse each Agent and the Collateral Agent for any
such fees, costs and expenses related to periods subsequent to the Closing Date,
(b) to pay or reimburse the Administrative Agent, the Collateral Agent and the
Arranger and, from and after the occurrence of a Default or an Event of Default,
each Lender, for all its costs and expenses incurred in


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<PAGE>

connection with the enforcement or preservation of any rights under this
Agreement, the other Loan Documents and any such other documents, including,
without limitation, the reasonable and documented fees and disbursements of
counsel to the Agents, the Collateral Agent, the Arranger and each Lender, (c)
to pay, indemnify, and hold each Lender, the Administrative Agent, the
Collateral Agent, the Arranger and their respective Affiliates and their
respective directors, officers, employees and agents and each other Person
controlling any of the foregoing within the meaning of either Section 15 of the
Securities Act, or Section 20 of the Exchange Act, harmless from, any and all
recording and filing fees and any and all liabilities with respect to, or
resulting from any delay in paying, stamp, excise and other similar taxes, if
any, which may be payable or determined to be payable in connection with the
execution and delivery of, or consummation or administration of any of the
transactions contemplated by, or any amendment, supplement or modification of,
or any waiver or consent under or in respect of, this Agreement, the other Loan
Documents and any such other documents, and (d) to pay, indemnify, and hold each
Lender, each Agent, the Collateral Agent, the Arranger and their respective
Affiliates and their respective directors, trustees, officers, employees and
agents and each other Person controlling any of the foregoing within the meaning
of either Section 15 of the Securities Act, or Section 20 of the Exchange Act,
harmless from and against any and all other claims, liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever with respect to the execution,
delivery, enforcement, performance and administration of this Agreement, the
other Loan Documents, or the use of the proceeds of the Loans and the Letters of
Credit and any such other documents, including without limitation, any of the
foregoing relating to the violation of, noncompliance with or liability under,
any Environmental Law applicable to the operations of the Borrower, any of its
Subsidiaries or any of the Properties (all the foregoing in this clause (d),
collectively, the "INDEMNIFIED LIABILITIES") (including all legal and other
expenses incurred in connection with investigation, defending or participating
in any action or proceeding relating to any indemnified liabilities (whether or
not such Person is a party to any such action or proceeding), PROVIDED that the
Borrower shall have no obligation hereunder to any Person with respect to
indemnified liabilities arising from the contractual breach, gross negligence or
willful misconduct of such Person as determined by a final judgment of a court
of competent jurisdiction. The agreements in this subsection shall survive
repayment of the Loans and all other amounts payable hereunder and, in the case
of any Lender that may assign any interest in its Commitments, Loans, Letters of
Credit or participations in Letters of Credit hereunder, shall (to the extent
arising out of such time as it was a Lender) survive the making of such
assignment, notwithstanding that such assigning Lender may cease to be a party
hereto.

            13.7 SUCCESSORS AND ASSIGNS; PARTICIPATIONS AND ASSIGNMENTS.

            (a) This Agreement shall be binding upon and inure to the benefit
of the Borrower, the Lenders, the Agents and their respective successors and
assigns, except that the Borrower may not assign or transfer any of its rights
or obligations under this Agreement without the prior written consent of each
Lender.

            (b) Any Lender may, in the ordinary course of its business and in
accordance with applicable law, at any time sell to one or more banks, financial
institutions, or other entities ("PARTICIPANTS") participating interests in any
Loan owing to such Lender, any


                                      103
<PAGE>

Commitment of such Lender or any other interest of such Lender hereunder and
under the other Loan Documents. In the event of any such sale by a Lender of a
participating interest to a Participant, such Lender's obligations under this
Agreement to the other parties to this Agreement shall remain unchanged, such
Lender shall remain solely responsible for the performance thereof, such Lender
shall remain the holder of any such Loan for all purposes under this Agreement
and the other Loan Documents, and the Borrower and the Administrative Agent
shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under this Agreement and the other Loan
Documents. The Borrower agrees that if amounts outstanding under this Agreement
are due or unpaid, or shall have been declared or shall have become due and
payable upon the occurrence and continuation of an Event of Default, each
Participant shall be deemed to have the right of set-off in respect of its
participating interest in amounts owing under this Agreement to the same extent
as if the amount of its participating interest were owing directly to it as a
Lender under this Agreement, PROVIDED that, in purchasing such participating
interest, such Participant shall be deemed to have agreed to share with the
Lenders the proceeds thereof as provided in subsection 13.8(a) as fully as if it
were a Lender hereunder. The Borrower also agrees that each Participant shall be
entitled to the benefits of subsections 6.11, 6.12, 6.13 and 13.6 with respect
to its participation in the Commitments and the Loans outstanding from time to
time as if it was a Lender, PROVIDED that, in the case of subsection 6.12, such
Participant shall have complied with the requirements of said subsection and
PROVIDED, FURTHER, that no Participant shall be entitled to receive any greater
amount pursuant to any such subsection than the transferor Lender would have
been entitled to receive in respect of the amount of the participation
transferred by such transferor Lender to such Participant had no such transfer
occurred. Participants (other than an Affiliate of the Lender granting such
participation) shall not be entitled to require such Lender to take or omit to
take any action hereunder except action directly affecting (i) the extension of
the scheduled final maturity date of any portion of the principal amount of or
the postponement of the date of payment of interest on any Loan allocated to
such Participant (it being understood that changes in interim amortization
amounts are not extensions of scheduled final maturity dates), or the extension
of the expiration date beyond the Revolving Credit Commitment Termination Date
of any Letter of Credit allocated to such Participant, (ii) a reduction of the
principal amount of or the rate of interest payable on any Loan allocated to
such Participant (other than any waiver of any increase in the interest rate
applicable to Loans pursuant to subsection 6.6(c)), (iii) an increase in the
Commitments of the transferor Lender to such Participant, or (iv) the release of
any Lien granted in favor of the Collateral Agent with respect to all or
substantially all of the Collateral (an increase in the amount of any
Indebtedness of the Borrower secured ratably by the Collateral shall not be
deemed to be a release of Collateral).

            (c) Any Lender may, in the ordinary course of its business and in
accordance with applicable law, at any time and from time to time assign to any
Lender, any Affiliate thereof, or Related Fund of any Lender, with the consent
of the Borrower (other than during the existence of a Default or an Event of
Default) and, in the case of assignments by Lenders, the Administrative Agent
(which in each case shall not be unreasonably withheld or delayed), to an
additional bank or financial institution or other entity (an "ASSIGNEE") all or
any part of its rights and obligations (in minimum amounts equal to at least (x)
$1,000,000 in the case of


                                      104
<PAGE>

Term Loans or Term Loan Commitments other than as covered by the succeeding
clause (y), or (y) $5,000,000 in the case of Term A Loans, Term A Loan
Commitments, Revolving Credit Commitments or, if the Revolving Commitments have
been terminated, Revolving Credit Loans, if the applicable Assignee is not then
a Lender, an Affiliate thereof, or Related Fund of any Lender unless such
assignment is of all of a Lender's interest hereunder) under this Agreement and
the other Loan Documents (or such lesser amount agreed to by the Borrower and
Administrative Agent) pursuant to an Assignment and Acceptance executed by such
Assignee, such assigning Lender (and, in the case of an Assignee that is not
then a Lender or an Affiliate thereof, by the Borrower and the Administrative
Agent) and delivered to the Administrative Agent for its acceptance and
recording in the Register. Upon such execution, delivery, acceptance and
recording, from and after the effective date determined pursuant to such
Assignment and Acceptance, (i) the Assignee thereunder shall be a party hereto
and, to the extent provided in such Assignment and Acceptance, have the rights
and obligations of a Lender hereunder with Commitments as set forth therein,
provided that no such Assignee shall be entitled to the benefits of subsections
6.11, 6.12, 6.13 and 13.6 in any greater amount than that to which the assigning
Lender would have been entitled had no such assignment occurred, and (ii) the
assigning Lender thereunder shall, to the extent provided in such Assignment and
Acceptance, be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance covering all or the remaining portion of an
assigning Lender's rights and obligations under this Agreement, such assigning
Lender shall cease to be a party hereto, except that it shall (to the extent
arising out of such time as it was a Lender) remain entitled to the benefit of
the indemnities and other rights stated to survive the termination hereof).

            (d) The Administrative Agent, acting for this purpose as an agent of
the Borrower, shall maintain at its address referred to in subsection 13.3 a
copy of each Assignment and Acceptance delivered to it and a register (the
"REGISTER") for the recordation of the names and addresses of the Lenders and
the Commitment of, and principal amount of the Loans owing to, each Lender from
time to time. The entries in the Register shall be conclusive and the Borrower,
the Administrative Agent and the Lenders shall treat each Person whose name is
recorded in the Register as the owner of the Loan recorded therein for all
purposes of this Agreement, notwithstanding notice to the contrary. The Register
shall be available for inspection by the Borrower at any reasonable time and
from time to time upon reasonable prior notice.

            (e) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an Assignee (and, in the case of an Assignee that is not
then a Lender or an affiliate thereof, by the Borrower and the Administrative
Agent in accordance with the provisions of subsection 13.7(c)), and, if the
Administrative Agent so requires at its sole discretion, a payment to the
Administrative Agent of a registration and processing fee of up to $3,500
(except that no such registration and processing fee shall be payable in the
case of an Assignee which is already a Lender, an Affiliate of such Lender or a
Related Fund of any Lender and in the case of assignments on the same day by a
Lender to more than one fund managed or advised by the same investment advisor
(which funds are not then Lenders hereunder), only a single $3,500 fee shall be
payable for all such assignments by such Lender


                                      105
<PAGE>

to such funds), the Administrative Agent shall (i) promptly accept such
Assignment and Acceptance and (ii) on the effective date determined pursuant
thereto record the information contained therein in the Register and give notice
of such acceptance and recordation to the Lenders and the Borrower. No
assignment shall be effective unless it has been recorded in the Register as
provided in this subsection 13.7(e).

            (f) Subject to the provisions of subsection 13.18, the Borrower
authorizes each Lender to disclose to any Participant or Assignee (each, a
"TRANSFEREE") and any prospective Transferee any and all information in such
Lender's possession concerning the Borrower and its Affiliates which has been
delivered to such Lender by or on behalf of the Borrower pursuant to this
Agreement or which has been delivered to such Lender by or on behalf of the
Borrower in connection with such Lender's credit evaluation of the Borrower and
its Affiliates becoming a party to this Agreement.

            (g) For avoidance of doubt, the parties to this Agreement
acknowledge that the provisions of this subsection concerning assignments of
Loans and Notes relate only to absolute assignments and that such provisions do
not prohibit assignments creating security interests, including, without
limitation, any pledge or assignment by a Lender of any Loan or Note to any
Federal Reserve Bank in accordance with applicable law or any pledge or
assignment of any Loan or Note by a Lender that is an investment fund to its
trustee in support of its obligations to its trustee, without notice to or
consent of the Borrower or the Agents; PROVIDED HOWEVER that any assignment by
such trustee shall be subject to the provisions of subsection 13.7(c) hereof.

            (h) Notwithstanding anything to the contrary contained herein, any
Lender may grant (a "GRANTING LENDER") to a special purpose funding vehicle (a
"SPC"), identified as such in writing from time to time by the Granting Lender
to the Administrative Agent and the Borrower, the option to provide to the
Borrower all or any part of any Loan that such Granting Lender would otherwise
be obligated to make to the Borrower pursuant to this Agreement; PROVIDED THAT
(i) nothing herein shall constitute a commitment by any SPC to make any Loan,
(ii) if an SPC elects not to exercise such option or otherwise fails to provide
all or any part of such Loan, the Granting Lender shall be obligated to make
such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder
shall utilize the Commitment of the Granting Lender to the same extent, and as
if, such Loan were made by such Granting Lender. Each party hereto hereby agrees
that no SPC shall be liable for any indemnity or similar payment obligation
under this Agreement (all liability for which shall remain with the Granting
Lender). In furtherance of the foregoing, each party hereto hereby agrees (which
agreement shall survive the termination of this Agreement) that, prior to the
date that is one year and one day after the payment in full of all outstanding
commercial paper or other senior indebtedness of any SPC, it will not institute
against, or join any other person in instituting against, such SPC any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under the laws of the United States or any State thereof. In addition,
notwithstanding anything to the contrary contained in this subsection 13.7, any
SPC may (i) with notice to, but without the prior written consent of, the
Borrower and the Administrative Agent and without paying any processing fee
therefor, assign all or a portion of its interests in any Loans to the Granting
Lender or to any financial institutions (consented to by the Borrower and
Administrative


                                      106
<PAGE>

Agent) providing liquidity and/or credit support to or for the account of such
SPC to support the funding or maintenance of Loans and (ii) disclose on a
confidential basis any non-public information relating to its Loans to any
rating agency, commercial paper dealer or provider of any surety, guarantee or
credit or liquidity enhancement to such SPC. This section may not be amended as
to any SPC without the written consent of such SPC.

            13.8 ADJUSTMENTS; SET-OFF.

            (a) If any Lender (a "BENEFITED LENDER") shall at any time receive
any payment of all or part of its Loans or any Reimbursement Obligation owing to
it, or interest thereon, or receive any collateral in respect thereof (whether
voluntarily or involuntarily, by set-off, pursuant to events or proceedings of
the nature referred to in Section 11(f), or otherwise), in a greater proportion
than any such payment to or collateral received by any other Lender, if any, in
respect of such other Lender's Loans or the Reimbursement Obligation owing to
it, or interest thereon, such benefited Lender shall purchase for cash from the
other Lenders a participating interest in such portion of each such other
Lender's Loan, or shall provide such other Lenders with the benefits of any such
collateral, or the proceeds thereof, as shall be necessary to cause such
benefited Lender to share the excess payment or benefits of such collateral or
proceeds ratably with each of the Lenders; PROVIDED, HOWEVER, that if all or any
portion of such excess payment or benefits is thereafter recovered from such
benefited Lender, such purchase shall be rescinded, and the purchase price and
benefits returned, to the extent of such recovery, but without interest.

            (b) In addition to any rights and remedies of the Lenders provided
by law, each Lender shall have the right, without prior notice to the Borrower,
any such notice being expressly waived by the Borrower to the extent permitted
by applicable law, upon any amount becoming due and payable by the Borrower
hereunder (whether at the stated maturity, by acceleration or otherwise) to
set-off and appropriate and apply against such amount any and all deposits
(general or special, time or demand, provisional or final), in any currency, and
any other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time
held or owing by such Lender or any branch or agency thereof to or for the
credit or the account of the Borrower. Each Lender agrees promptly to notify the
Borrower and the Administrative Agent after any such set-off and application
made by such Lender, PROVIDED that the failure to give such notice shall not
affect the validity of such set-off and application.

            13.9 RELEASE OF SUBSIDIARY GUARANTEES.

            If (i) in connection with the sale, dissolution or liquidation of
any Subsidiary permitted hereunder or (ii) with respect to any Subsidiary which
does not have any assets other than DE MINIMIS assets, the Borrower requests the
Collateral Agent to release such Subsidiary from the Subsidiary Guarantee, the
Collateral Agent shall so release such Subsidiary PROVIDED that prior to or
concurrently with such release, any guarantee by such Subsidiary of the Senior
Subordinated Notes is released.

                                      107
<PAGE>

            13.10 MODIFICATION OF SCHEDULES. The Borrower may, from time to
time, amend, supplement or otherwise modify any of the Schedules to this
Agreement by delivering a copy of such amended, supplemented or modified
Schedule to the Administrative Agent (which schedule the Administrative Agent
shall deliver a copy to each Lender) in accordance with the provisions of
subsection 13.3 and such Schedule as amended, supplemented or modified shall be
deemed to replace and supersede the existing Schedule unless objected to in
writing by the Administrative Agent or the Required Lenders within 10 days after
receipt thereof by the Lenders.

            13.11 COUNTERPARTS. This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts (including
by facsimile transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the copies of this
Agreement signed by all the parties shall be lodged with the Borrower and the
Administrative Agent.

            13.12 SEVERABILITY. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the removing provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

            13.13 INTEGRATION. This Agreement and the other Loan Documents
represent the agreement of the Borrower, the Agents and the Lenders with respect
to the subject matter hereof, and there are no promises, undertakings,
representations or warranties by the Agents or any Lender relative to subject
matter hereof not expressly set forth or referred to herein or the other Loan
Documents.

            13.14 GOVERNING LAW. THIS AGREEMENT AND THE NOTES AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK.

            13.15 SUBMISSION TO JURISDICTION.

            (a) The Borrower hereby irrevocably and unconditionally:

            (i) submits for itself and its property in any legal action or
proceeding relating to this Agreement and the other Loan Documents to which it
is a party, or for recognition and enforcement of any judgment in respect
thereof, to the nonexclusive general jurisdiction of the courts of the State of
New York, the courts of the United States of America for the Southern District
of New York and appellate courts from any thereof;

            (ii) consents that any such action or proceeding may be brought in
such courts and waives any objection that it may now or hereafter have to the
venue of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;



                                      108
<PAGE>

            (iii) agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to the
Borrower at its address set forth in subsection 13.3 or at such other address of
which the Administrative Agent shall have been notified pursuant thereto; and

            (iv) agrees that nothing herein shall affect the right to effect
service of process in any other manner permitted by law or shall limit the right
to sue in any other jurisdiction.

            (b) Each of the Borrower, the Administrative Agent and the Lenders
hereby irrevocably and unconditionally waives, to the maximum extent not
prohibited by law, any right it may have to claim or recover in any legal action
or proceeding referred to in this subsection any special, exemplary, punitive or
consequential damages.

            13.16 ACKNOWLEDGEMENTS BY BORROWER. The Borrower hereby acknowledges
that:

            (a) it has been advised by counsel in the negotiation, execution and
delivery of this Agreement and the Notes and the other Loan Documents;

            (b) none of the Agents, the Collateral Agent or any Lender has any
fiduciary relationship with or duty to the Borrower arising out of or in
connection with this Agreement or any of the other Loan Documents, and the
relationship between the Agents, the Collateral Agent or any Lender, on one
hand, and the Borrower, on the other hand, in connection herewith or therewith
is solely that of debtor and creditor; and

            (c) no joint venture is created hereby or by the other Loan
Documents or otherwise exists by virtue of the transactions contemplated hereby
among the Lenders or among the Borrower and the Lenders.

            13.17 WAIVER OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT
AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR THE NOTES OR ANY
OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

            13.18 CONFIDENTIALITY. Each Lender agrees to keep confidential all
non-public information provided to it by the Borrower pursuant to this Agreement
and each other Loan Document that is designated by the Borrower in writing
confidential; PROVIDED that nothing herein shall prevent any Lender from
disclosing any such information (a) to the Agents or any other Lender, (b) to
any Transferee which receives such information having been made aware of the
confidential nature thereof or to any direct or indirect contractual
counterparties in swap agreements or such contractual counterparties'
professional advisors provided that such contractual counterparties or their
professional advisors agree to handle the above-described confidential
information in accordance with safe and sound practices which are substantially


                                      109
<PAGE>

the same as those followed by banking institutions, (c) to its employees,
directors, agents, attorneys, accountants and other professional advisors, (d)
upon the request or demand of any Governmental Authority having jurisdiction
over such Lender (provided that notice of such request or demand shall be
furnished to the Borrower unless such notice is legally prohibited or such
Governmental Authority requests that such notice not be furnished to the
Borrower or such request is in connection with normal oversight activities by
such Governmental Authority), (e) in response to any order of any court or other
Governmental Authority or as may otherwise be required pursuant to any
Requirement of Law (provided that notice of such order or requirement shall be
furnished to the Borrower unless such notice is legally prohibited or such court
or Governmental Authority requests that such notice or requirement not be
furnished to the Borrower), (f) which has been publicly disclosed other than in
breach of this Agreement, or (g) in connection with the exercise of any remedy
hereunder.


                                      110
<PAGE>


            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.

BORROWER:

                                       PLAYTEX PRODUCTS, INC.


                                       By: /s/ Glenn A. Forbes
                                          --------------------------------------

                                       Title: Executive Vice President
                                             -----------------------------------


LENDERS:


                                       CREDIT SUISSE FIRST BOSTON, individually
                                       and as Administrative Agent and as
                                       Issuing Bank and as Swing Line Lender
                                       and as Collateral Agent

                                       By: /s/ Julia P. Kingsbury
                                          --------------------------------------

                                       Title: Vice President
                                             -----------------------------------

                                       By: /s/ Mark E. Gleason
                                          --------------------------------------

                                       Title: Director
                                             -----------------------------------


                                      S-1
<PAGE>

                                       WELLS FARGO BANK, N.A., as Lender


                                       By: /s/ Reginald M. Goldsmith
                                          ------------------------------------
                                       Name: Reginald M. Goldsmith, III
                                       Title: Vice President


                                       Notice Address:

                                       WELLS FARGO BANK, N.A.
                                       555 Montgomery Street, 17th Floor
                                       San Francisco, CA 94111

                                       With copies to:

                                       WELLS FARGO BANK, N.A.
                                       1445 Ross Avenue, Suite 400
                                       Dallas, Texas 75202

                                       Attn: Reginald M. Goldsmith, III
                                       Facsimile No.: (214) 969-0906
                                       Telephone No.: (214) 777-4080

<PAGE>

                                       IKB Capital Corporation, as Lender


                                       By: /s/ David Snyder
                                          ------------------------------------
                                       Name:  David Snyder
                                       Title: President


                                       Notice Address:

                                       555 Madison Avenue
                                       24th Floor
                                       New York, N.Y. 10022
                                       Attn: Wolfgang Boeker
                                       Facsimile No.: (212) 583-8800


<PAGE>

                                       National City Bank, as Lender


                                       By: /s/ Kelly Moyer
                                          ------------------------------------
                                       Name:  Kelly L. Moyer
                                       Title: Vice President

                                       Notice Address:

                                       1900 East Ninth Street
                                       Locater 2077
                                       Cleveland, OH 44114

                                       Attn: Kelly Moyer
                                       Facsimile No.: (216) 222-0003

<PAGE>

                             CREDIT INDUSTRIEL ET COMMERCIAL, as Lender


                                       By: /s/ Sean Mounier
                                          ------------------------------------
                                       Name: Sean Mounier
                                       Title: First Vice President

                                       By: /s/ Brian O'Leary
                                          ------------------------------------
                                       Name: Brian O'Leary
                                       Title: Vice President

                                       Notice Address:

                                       520 Madison Avenue
                                       37th floor
                                       New York, NY 10022
                                       Attn: Sean Mounier
                                       Facsimile No.: (212) 715-4535

<PAGE>

                                       GENERAL ELECTRIC CAPITAL
                                       CORPORATION, as Lender


                                       By: /s/ Gregory L. Hong
                                          ------------------------------------
                                       Name: Gregory L. Hong
                                       Title: Duly Authorized Signatory

                                       Notice Address:

                                       60 Long Ridge Road
                                       Stamford, CT 06902

                                       Attn: Alison P. Heely
                                       Facsimile No.: 203-316-7978
<PAGE>

                                  SCHEDULE 1.1

ADDRESSES FOR NOTICE, COMMITMENTS

Schedule 1.1 is intentionally omitted. Upon request, the Administrative Agent
will distribute the allocations of each individual Lender to such Lender on a
confidential basis.


                                 Schedule 1-1-1
<PAGE>


                                  SCHEDULE 6.2

TERM A LOAN INSTALLMENTS

The Borrower shall make principal payments on the Term A Loans in installments
on the dates and in the amounts below:

                           DATE                  AMOUNT

                   November 30, 2001          $3,000,000
                   May 31, 2002                3,000,000
                   November 30, 2002           6,000,000
                   May 31, 2003                6,000,000
                   November 30, 2003           6,000,000
                   May 31, 2004                6,000,000
                   November 30, 2004          11,000,000
                   May 31, 2005               11,000,000
                   November 30, 2005          12,000,000
                   May 31, 2006               12,000,000
                   November 30, 2006          12,000,000
                   May 31, 2007               12,000,000
                                           -------------
                                            $100,000,000

TERM B LOAN INSTALLMENTS

The Borrower shall make principal payments on the Term B Loans in installments
on the dates and in the amounts below:

                       DATE                       AMOUNT

                   November 30, 2001             $700,000
                   May 31, 2002                   700,000
                   November 30, 2002              700,000
                   May 31, 2003                   700,000
                   November 30, 2003              700,000
                   May 31, 2004                   700,000
                   November 30, 2004              700,000
                   May 31, 2005                   700,000
                   November 30, 2005              700,000
                   May 31, 2006                   700,000
                   November 30, 2006              700,000
                   May 31, 2007                   700,000
                   November 30, 2007              700,000
                   May 31, 2008                   700,000
                   November 30, 2008          195,100,000
                   May 31, 2009               195,100,000
                                              -----------
                                             $400,000,000


                                 Schedule 6.2-1