AMENDMENT NO. 2 TO THE CREDIT AGREEMENT
AMENDMENT NO. 2 TO THE CREDIT AGREEMENT dated as of March 28,
2001 (this "Amendment") among American Safety Razor Company, a Delaware
corporation (the "Borrower"), RSA Holdings Corp. of Delaware, a Delaware
corporation ("Holdings"), the banks, financial institutions and other
institutional lenders listed on the signature pages hereof under the caption
"Lenders" (the "Lenders"), Bank of America, N.A., as successor by merger to
NationsBank, N.A. ("BofA"), as Issuing Bank and Swing Line Bank, DLJ Capital
Funding, Inc. ("DLJ") as the syndication agent (in such capacity, the
"Syndication Agent") for the Facilities (as defined therein), DLJ and Banc of
America Securities LLC, as successor by merger to NationsBanc ▇▇▇▇▇▇▇▇▇▇
Securities LLC, as co-arrangers (the "Co-Arrangers"), and BofA, as the
administrative and collateral agent (the "Administrative Agent") for the Lender
Parties (and together with the Syndication Agent and the Co-Arrangers, the
"Agents").
PRELIMINARY STATEMENTS:
(1) The Borrower, Holdings, the Lenders and the Agents have entered into a
Credit Agreement dated as of April 23, 1999 (as amended, supplemented or
otherwise modified, the "Credit Agreement"). Capitalized terms defined in the
Credit Agreement and not otherwise defined in this Amendment are used herein as
therein defined.
(2) The parties hereto have agreed to amend the Credit Agreement as
hereinafter set forth.
SECTION 1. Amendments. Subject to the satisfaction of the conditions
precedent set forth in Section 2 hereof, the Credit Agreement is hereby amended,
effective as of the date hereof, as follows:
(a) Section 1.01 is hereby amended by inserting the following definitions
thereto in proper alphabetical order:
"`Amendment No. 2 to the Credit Agreement' means Amendment No. 2 to the
Credit Agreement dated as of March 28, 2001.";
"`BofA' means Bank of America, N.A.";
"`BofA Credit Agreement' means the credit agreement
dated as of the date hereof between the Borrower, as borrower,
and BofA, as lender, pursuant to which BofA has agreed to lend
the Borrower up to $5,000,000.";
"`BofA Loan Documents' means the BofA Credit
Agreement, the BofA Loan Guaranty and the promissory note
delivered in connection with the BofA Credit Agreement.";
"`BofA Loan Guaranty' means the guaranty dated the date
hereof made by ▇.▇. Childs Equity Partners II, L.P. in favor of
BofA pursuant to the BofA Credit Agreement."; and
"`BofA Loan Termination Date' means the `Termination Date'
as defined in the BofA Credit Agreement.".
"`▇.▇. Childs Senior Bank Guaranty' means the guaranty dated
the date hereof made by ▇.▇. Childs Equity Partners II, L.P. in
favor of the Working Capital Lenders.
(b) Clause (a) of the definition of "Consolidated EBITDA"
contained in Section 1.01 is hereby amended by adding the following
language before the word "plus" therein:
"provided that the total amount of pension income
included in the determination of net income shall not exceed
(A) for each quarter of the fiscal year 2001, $525,000 accrued
during that quarter and (B) for each quarter of the fiscal
year 2002, $400,000, accrued during that quarter".
(c) The definition of "Consolidated EBITDA" contained in
Section 1.01 is hereby further amended by deleting the period at the
end thereof and replacing it with the following:
"plus (c) the sum of (i) costs incurred during the
fiscal year 2000 by the Borrower and its Subsidiaries in
connection with the settlement, payment of a judgment of a
court of competent jurisdiction or other final disposition of
a 1998 claim brought against Megas Beauty Care, Inc. by a
former employee thereof, in a maximum amount not to exceed
$1,000,000, (ii) for determination during the fiscal years
2001 and 2002, restructuring costs in connection with the
rationalization of the Borrower's cotton and soap businesses
in a maximum aggregate amount not to exceed $1,500,000 in cash
expenses and $2,500,000 in non-cash expenses for both years
and (iii) fees and expenses (including the reasonable fees of
counsel to the Borrower) associated with the negotiation and
execution of Amendment No. 2 to the Credit Agreement and the
BofA Loan Documents in an aggregate amount not to exceed
$500,000.".
(d) Section 2.01(c) is hereby amended by deleting the
period at the end of the first sentence thereof and
replacing it with the following:
"provided, further, that (i) for the period beginning
on the Effective Date and ending on March 31, 2002, or such
earlier date on which the Borrower has provided to the
Lender notice of Borrower's Consolidated EBITDA for fiscal
year 2001, no additional Working Capital Advances shall be
made at any time when the aggregate amount of Working
Capital Advances, Swing Line Advances, Letter of Credit
Advances and the Available Amount of all Letters of Credit
then outstanding is greater than $20,000,000, unless the
unused portion of BofA's commitment under the BofA Loan
Documents is equal to zero, and (ii) for the period
beginning on March 31, 2002, or such earlier date on which
the Borrower has provided notice to the Lender of its
Consolidated EBITDA for fiscal year 2001, no additional
Working Capital Advances shall be made at any time when the
aggregate amount of Working Capital Advances, Swing Line
Advances, Letter of Credit Advances and the Available Amount
of all Letters of Credit then outstanding is greater than
$20,000,000 unless (x) Consolidated EBITDA of the Borrower
and its Subsidiaries for the fiscal year 2001 is greater
than or equal to $48,925,000 or (y) the unused portion of
BofA's commitment under the BofA Loan Documents is equal to
zero. ".
(e) Section 2.14 is hereby amended by adding to the end
thereof the following:
"The proceeds of the Working Capital Advances shall not be
used to repay amounts borrowed under or in respect of the BofA Loan
Documents, whether at scheduled maturity or otherwise.".
(f) Section 5.02(b)(i) is hereby amended by deleting the word
"and" at the end of clause (B) thereof, inserting the word "and" at the
end of clause (C) thereof and by adding to the end thereof a new clause
(D) to read as follows:
"(D) Debt under the BofA Loan Documents; provided,
that, the amount of Debt otherwise permitted under Section
5.02(b)(iii)(H) shall be reduced by the aggregate amount of
`Loans' outstanding under the BofA Loan Documents;".
(g) Section 5.02(j) is hereby amended by deleting the word
"and" at the end of clause (i) thereof and replacing it with a comma,
deleting the period at the end thereof and replacing it with a comma
and by adding a new clause (iii) to the end thereof to read as follows:
"(iii) prepayments of amounts owing under the BofA
Credit Agreement in accordance with the terms thereof,
provided, that, no Default has occurred or is continuing and
the aggregate amount of outstanding Working Capital Advances
is equal to or less than $20,000,000. ".
(h) Section 5.04(a) is hereby amended by deleting the table
contained therein and replacing it with the following table:
---------------------------------- ----------------------- --------------------------
(Subordinated Notes (Subordinated Notes Not
Each Month During Issued) Issued)
Quarter Ending In Ratio Ratio
---------------------------------- ----------------------- --------------------------
June 30, 1999 6.25 4.70
September 30, 1999 6.25 4.70
December 31, 1999 6.25 4.70
March 31, 2000 6.25 4.70
June 30, 2000 6.25 4.50
September 30, 2000 6.25 4.25
December 31, 2000 5.50 4.25
March 31, 2001 5.50 4.00
June 30, 2001 5.50 4.00
September 30, 2001 5.00 4.00
December 31, 2001 5.00 4.00
March 31, 2002 5.00 3.90
June 30, 2002 5.00 3.75
September 30, 2002 4.50 3.50
December 31, 2002 4.50 3.25
March 31, 2003 4.50 2.75
June 30, 2003 4.50 2.75
September 30, 2003 3.75 2.75
December 31, 2003 3.75 2.25
and thereafter
---------------------------------- ----------------------- --------------------------
(i) Section 5.04(b) is hereby amended by deleting the table
contained therein and replacing it with the following table:
-------------------------------------- ---------------------- -----------------------
(Subordinated Notes (Subordinated Notes
Issued) Not Issued)
Quarter Ending In Ratio Ratio
-------------------------------------- ---------------------- -----------------------
June 30, 1999 1.00 1.00
September 30, 1999 1.00 1.00
December 31, 1999 1.00 1.00
March 31, 2000 1.00 1.00
June 30, 2000 1.00 1.00
September 30, 2000 1.00 1.00
December 31, 2000 1.00 1.10
March 31, 2001 1.00 1.00
June 30, 2001 1.00 1.00
September 30, 2001 1.00 1.00
December 31, 2001 1.00 1.00
March 31, 2002 1.00 1.00
June 30, 2002 1.00 1.05
September 30, 2002 1.00 1.05
December 31, 2002 1.00 1.05
March 31, 2003 1.00 1.10
through June 30, 2005
September 30, 2005 1.00 1.00
and thereafter
-------------------------------------- ---------------------- -----------------------
(j) Section 5.04(c) is hereby amended by deleting the table
contained therein with the following table:
-------------------------------- ------------------------ ---------------------------
(Subordinated Notes (Subordinated Notes Not
Issued) Issued)
Quarter Ending In Ratio Ratio
-------------------------------- ------------------------ ---------------------------
June 30, 1999 1.50 2.25
September 30, 1999 1.50 2.25
December 31, 1999 1.50 2.25
March 31, 2000 1.50 2.25
June 30, 2000 1.50 2.25
September 30, 2000 1.50 2.25
December 31, 2000 1.75 2.50
March 31, 2001 1.75 2.50
June 30, 2001 1.75 2.50
September 30, 2001 2.00 2.50
December 31, 2001 2.00 2.60
March 31, 2002 2.00 2.70
June 30, 2002 2.00 2.80
September 30, 2002 2.25 2.90
December 31, 2002 2.50 2.90
March 31, 2003 2.50 3.50
June 30, 2003 2.50 3.50
September 30, 2003 2.75 3.50
December 31, 2003 2.75 3.50
March 31, 2004 2.75 3.50
June 30, 2004 2.75 3.50
September 30, 2004 2.75 3.50
December 31, 2004 3.00 3.50
and thereafter
-------------------------------- ------------------------ ---------------------------
(k) Section 6.01 is hereby amended by adding after the end
of clause (n) thereof a new clause (o) to read as
follows:
"(o) any provision of the ▇.▇. Childs Senior Bank Guaranty
after delivery thereof shall for any reason (other than pursuant
to the terms thereof) cease to be valid and binding on or
enforceable against ▇.▇. Childs Equity Partners II, L.P.;"
SECTION 2. Conditions of Effectiveness. This Amendment shall
become effective as of the date first above written when, and only
when:
(a) the Administrative Agent shall have received counterparts
of this Amendment executed by the Borrower, Holdings and the Required
Lenders or, as to any of the Lenders, advice satisfactory to the
Administrative Agent that such Lender has executed this Amendment;
(b) each Subsidiary Guarantor shall have executed a consent
to this Amendment in the form attached hereto;
(c) the Administrative Agent shall have received an executed
copy of the ▇.▇. Childs Senior Bank Guaranty in form and substance
satisfactory to the Lender Parties.
(d) each of the BofA Loan Documents shall have been executed
by the parties thereto and all conditions precedent to the
effectiveness thereof shall have been satisfied;
(e) each Lender that executes this Amendment shall have
received payment of the amendment fee referred to in Section
5(b); and
(f) in addition to the foregoing, this Amendment is subject
to the provisions of Section 9.01 of the Credit Agreement.
SECTION 3. Representations and Warranties of the Borrower. Each
of the Borrower and Holdings represents and warrants as follows:
(a) the representations and warranties contained in each Loan
Document are correct in all material respects on and as of the date
hereof, before and after giving effect to this Amendment, as though
made on and as of the date hereof, other than any such representations
or warranties that by their terms, refer to a specific date, in which
case, as of such specific date;
(b) no Default has occurred and is continuing under the Credit
Agreement, as amended hereby, or would result from this Amendment.
SECTION 4. Reference to and Effect on the Loan Documents. (a)
On and after the effectiveness of this Amendment, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement, and each reference in the Notes and each of
the other Loan Documents to "the Credit Agreement", "thereunder", "thereof" or
words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement as amended by this Amendment.
(b) The Credit Agreement, the Notes and each of the other Loan
Documents, as specifically amended by this Amendment, are and shall
continue to be in full force and effect and are hereby in all respects
ratified and confirmed.
(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender or any Agent under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan
Documents.
SECTION 5. Costs, Expenses; Taxes; Fees, Etc. (a) The Borrower
agrees to pay on demand all costs and expenses of the Administrative Agent in
connection with the preparation, execution and delivery of this Amendment
(including, without limitation, the reasonable fees and expenses of counsel for
the Administrative Agent) in accordance with the terms of Section 9.04 of the
Credit Agreement.
(b) Concurrently with the effectiveness of this Amendment, the
Borrower shall pay to each Lender that executes this Amendment on or prior to
10:00 a.m. (New York time) on Wednesday, March 28, 2001, for its own account, an
amendment fee equal to 0.25 of 1% of such Lender's Commitment as on the date
hereof.
SECTION 6. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.
SECTION 7. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
AMERICAN SAFETY RAZOR COMPANY
By /s/J. ▇▇▇▇▇▇ ▇▇▇▇
---------------------------------
Name: J. ▇▇▇▇▇▇ ▇▇▇▇
Title: Senior Vice President and
Chief Financial Officer
RSA HOLDINGS CORP. OF DELAWARE
By /s/▇▇▇▇ ▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
BANK OF AMERICA, N.A., as Administrative Agent
and as Lender
By /s/W. ▇▇▇▇▇ ▇▇▇▇
-------------------------
Name: W. ▇▇▇▇▇ ▇▇▇▇
Title: Managing Director
BANC OF AMERICA SECURITIES LLC, as Co-Arranger
By /s/W. ▇▇▇▇▇ ▇▇▇▇
-------------------------
Name: W. ▇▇▇▇▇ ▇▇▇▇
Title: Managing Director
LENDERS
BHF (USA) CAPITAL CORPORATION
By /s/▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
By /s/▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Associate
BLACK DIAMOND INTERNATIONAL FUNDING, LTD.
By /s/▇▇▇▇▇ ▇▇▇▇
-----------------
Name: ▇▇▇▇▇ ▇▇▇▇
Title: Director
COMERICA BANK
By /s/▇▇▇▇ ▇. ▇▇▇▇▇
---------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Associate - Private Equity Group
FLEET BANK N.A.
By /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
KZH SOLEIL-2 LLC
By /s/▇▇▇▇▇▇▇▇ ▇▇▇▇
------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Authorized Agent
KZH SOLEIL LLC
By /s/▇▇▇▇▇▇▇▇ ▇▇▇▇
------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Authorized Agent
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ PRIME INCOME TRUST
By /s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Vice President
OLYMPIC FUNDING TRUST SERIES
1999-1
By /s/▇▇▇ ▇. ▇▇▇▇▇▇
------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Agent
THE PROVIDENT BANK
By /s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: VP
SRF TRADING INC.
By /s/▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Asst. Vice President
▇▇▇▇▇ ▇▇▇ FLOATING RATE LIMITED LIABILITY
COMPANY
By /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇ Incorporated,
as Advisor to the ▇▇▇▇▇ ▇▇▇
Floating Rate Limited Liability
Company
LIBERTY-STEINROE ADVISOR FLOATING RATE
ADVANTAGE FUND, by ▇▇▇▇▇ ▇▇▇ & Farmham
Incorporated As Advisor
By /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Sr. Vice President &
Portfolio Manager
SRF 2000 LLC
By /s/▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Asst. Vice President
BLACK DIAMOND CLO 2000-1 LTD.
By /s/▇▇▇▇▇ ▇▇▇▇
--------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
Title: Director
SUMMIT BANK
By /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇ ▇▇▇▇▇▇
SENIOR INCOME TRUST
By: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory Corp.
By /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Principal
▇▇▇ ▇▇▇▇▇▇
SENIOR FLOATING RATE FUND
By: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory Corp.
By /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Principal
▇▇▇ ▇▇▇▇▇▇ CLO I, LIMITED
BY: ▇▇▇ ▇▇▇▇▇▇
MANAGEMENT INC.,
as Collateral Manager
By /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Principal
▇▇▇ ▇▇▇▇▇▇ CLO II, LIMITED
BY: ▇▇▇ ▇▇▇▇▇▇
MANAGEMENT INC.,
as Collateral Manager
By /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Principal
Consent to Amendment No. 2 to ASR Credit Agreement
CONSENT
Dated as of March 28, 2001
Each of the undersigned corporations, as a Guarantor under the
Subsidiary Guaranty dated as of April 23, 1999 (the "Guaranty") in favor of the
Secured Parties under the Credit Agreement referred to in the foregoing
Amendment, hereby consents to such Amendment and hereby confirms and agrees that
notwithstanding the effectiveness of such Amendment, the Guaranty is, and shall
continue to be, in full force and effect and is hereby ratified and confirmed in
all respects, except that, on and after the effectiveness of such Amendment,
each reference in the Guaranty to the "Credit Agreement", "thereunder",
"thereof" or words of like import shall mean and be a reference to the Credit
Agreement, as amended by such Amendment.
SUBSIDIARY GUARANTORS
AMERICAN SAFETY RAZOR CORPORATION
By /s/J. ▇▇▇▇▇▇ ▇▇▇▇
----------------------
Name: J. ▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
RSA HOLDINGS CORP. OF DELAWARE
By /s/▇▇▇▇ ▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
PERSONNA INTERNATIONAL DE PUERTO RICO, INC.
By /s/J. ▇▇▇▇▇▇ ▇▇▇▇
----------------------
Name: J. ▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
THE ▇▇▇▇▇▇ SOAP COMPANY, INC.
By /s/J. ▇▇▇▇▇▇ ▇▇▇▇
----------------------
Name: J. ▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
MEGAS BEAUTY CARE, INC.
By /s/J. ▇▇▇▇▇▇ ▇▇▇▇
----------------------
Name: J. ▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
VALLEY PARK REALTY, INC.
By /s/J. ▇▇▇▇▇▇ ▇▇▇▇
----------------------
Name: J. ▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President