AMENDMENT AND WAIVER LETTER NO. 3
Dated as of November 8, 2001
To the Lenders and
the Agent referred
to below
Ladies and Gentlemen:
American Safety Razor Company
We refer to the Credit Agreement dated as of April 23, 1999 (as
amended by Amendment No. 1, dated as of March 24, 2000 and Amendment No. 2,
dated as of March 28, 2001, and as further amended and restated, supplemented or
otherwise modified from time to time, the "Credit Agreement"; the terms defined
therein, unless otherwise defined herein, being used herein as therein defined)
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 ("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").
The Borrower plans to sell the Fiber and Footcare operations of
American Safety Razor, Inc. ("Cotton") pursuant to a Purchase and Sale Agreement
between Borrower and U.S. Cotton, LLC, dated as of November 7, 2001 (the
"Sale"). The undersigned has requested that the Required Lenders agree to amend
certain provisions to the Credit Agreement to permit such Sale. You have
indicated your willingness, on the terms and conditions stated below, to so
agree. Accordingly, the Credit Agreement is, effective as of the date of this
letter ("Amendment and Waiver Letter No. 3"), hereby amended as follows:
(a) Section 1.01 is hereby amended by adding the following
definition thereto in its proper alphabetical order:
"`Cotton' means substantially all of the property and assets
of the consumer, medical, pharmaceutical and other cotton products,
tissues and foot care manufacturing, sales and distribution
businesses currently operated by American Safety Razor, Inc.";
(b) Section 5.02(d)(vi) is hereby amended by deleting the word
"and" at the end thereof;
(c) Section 5.02(d)(vii) is hereby amended by adding to the end
thereof the word "and";
(d) Section 5.02(d) is hereby amended by adding a new clause (viii)
immediately following clause (vii) thereof to read as follows:
"(viii) the sale by Borrower of Cotton, provided that (A) the
purchase price paid to the Borrower shall be no less than the
fair market value of Cotton, (B) 100% of the purchase price
shall be paid to the Borrower in cash and (C) the Net Cash
Proceeds from such sale, which shall in no event be less than
$17,000,000, shall be immediately deposited into a deposit
account maintained with the Administrative Agent and held as
Collateral pursuant to a control agreement to be entered into
between the Borrower and the Administrative Agent, the terms
of which shall be reasonably satisfactory to the
Administrative Agent. The Net Cash Proceeds from such sale
shall remain in the deposit account referred to in clause (C)
above until the earlier of (a) the written approval by the
Administrative Agent and the Required Lenders of a plan for
the use of such Net Cash Proceeds and (b) the date that is
four months after the effective date of this Amendment and
Waiver Letter No. 3 (the "Expiration Date"). Upon the
Expiration Date, the Borrower shall immediately, with respect
to any remaining Net Cash Proceeds not applied in accordance
with the plan referred to in clause (a) above, apply such Net
Cash Proceeds to prepay the Advances pursuant to the order of
priority set forth in Section 2.06(b)(ii).".
The undersigned has further requested that the Required Lenders
waive, solely for the period commencing on September 28, 2001 (the "Waiver
Commencement Date") and ending December 31, 2001 or such earlier date upon which
a Waiver Termination Event (as defined below) shall occur (the "Waiver
Termination Date"), the requirements of Section 5.04, provided, however, that if
Borrower is in Default of any covenant contained in Section 5.04 on the Waiver
Termination Date, the Default will be deemed to have occurred on the Waiver
Commencement Date as though this Amendment and Waiver Letter No. 3 had not
become effective of the Credit Agreement. For purposes of this Amendment and
Waiver Letter No. 3, a "Waiver Termination Event" means the occurrence of either
of the following (i) if EBITDA, calculated on a rolling twelve-month basis for
the period ended September 28, 2001, as reflected in the quarterly financial
statements required to be delivered by the Borrower pursuant to Section 5.03(c)
for the fiscal quarter ending on such date, shall amount to less than
$45,000,000 (exclusive of loss accrued as a result of the Cotton business
classification as a discontinued operation during such period) or (ii) the sum
of the aggregate principal amount of (A) outstanding Working Capital Advances
and (B) "Advances" under the BofA Credit Agreement, shall exceed $29,000,000.
This Amendment and Waiver Letter No. 3 shall become effective as of
the date first above written when, and only when, the (a) Agent shall have
received (i) counterparts of this Amendment and Waiver Letter No. 3 executed by
the Borrower, the Purchaser, Holdings and the Required Lenders or, as to any of
such Required Lenders, advice satisfactory to the Agent that such Required
Lender has executed this Amendment and Waiver Letter No. 3 and (ii) the consent
and agreement attached hereto executed by each Subsidiary Guarantor. This
Amendment and Waiver Letter No. 3 is subject to the provisions of Section 9.01
of the Credit Agreement.
The execution, delivery and effectiveness of this Amendment and
Waiver Letter No. 3 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.
This Amendment and Waiver Letter No. 3 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 one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment and Waiver Letter No. 3 by telecopier shall be effective as
delivery of a manually executed counterpart of this Amendment and Waiver
Letter No. 3. This Amendment and Waiver Letter No. 3 shall be governed by,
and construed in accordance with, the laws of the State of New York.
If you agree to the terms and provisions hereof, please evidence
such agreement by executing and returning a counterpart of the attached
agreement to this Amendment and Waiver Letter No. 3.
Very truly yours,
AMERICAN SAFETY RAZOR COMPANY,
as Borrower
By:/s/J. ▇▇▇▇▇▇ ▇▇▇▇
--------------------------------
Name: J. ▇▇▇▇▇▇ ▇▇▇▇
Title: Senior Vice President
RSA ACQUISITION CORP.,
as Purchaser
By:/s/▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
RSA HOLDINGS CORP. OF DELAWARE,
as Holdings
By:/s/▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
The foregoing Amendment and Waiver Letter No. 3 dated as of November __, 2001
from the Borrower and the Parent Guarantor is agreed to as of such date:
BANK OF AMERICA, N.A.,
as Administrative Agent
By /s/▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Managing Director
BANC OF AMERICA SECURITIES LLC, as
Co-Arranger
By /s/▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Managing
LENDERS
BANK OF AMERICA, N.A.
By /s/▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Managing Director
THE BANK OF TOKYO-MITSUBISHI
TRUST COMPANY
By /s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President
BLACK DIAMOND CLO 1998-1
By /s/▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
BLACK DIAMOND CLO 2000-1 LTD.
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
BLACK DIAMOND INTERNATIONAL
FUNDING, LTD.
By /s/▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
FLEETBOSTON FINANCIAL CORP.
By /s/▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
THE PROVIDENT BANK
By /s/▇▇▇▇▇▇ ▇. ▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇
Title: Vice President
SRF 2000 LLC
By /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President
TORONTO DOMINION (NEW YORK), INC.
By /s/▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇ ▇▇▇▇▇▇ CLO I LIMITED
BY: ▇▇▇ ▇▇▇▇▇▇ MANAGEMENT INC.,
As Collateral Manager
By /s/▇. ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Director
▇▇▇ ▇▇▇▇▇▇ CLO II LIMITED
BY: ▇▇▇ ▇▇▇▇▇▇ MANAGEMENT INC.
As Collateral Manager
By /s/▇. ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Director
▇▇▇ ▇▇▇▇▇▇ SENIOR FLOATING RATE FUND
By: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory Corp.
By /s/▇. ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Director
▇▇▇ ▇▇▇▇▇▇ SENIOR INCOME TRUST
By: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory Corp.
By /s/▇. ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Director
CONSENT
Dated as of November 8, 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 and Waiver Letter No. 3, hereby consents to such Amendment and Waiver
Letter No. 3 and hereby confirms and agrees that notwithstanding the
effectiveness of such Amendment and Waiver Letter No. 3, 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 and Waiver Letter No. 3, 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 and Waiver
Letter No. 3.
SUBSIDIARY GUARANTORS
AMERICAN SAFETY RAZOR CORPORATION
By /s/J. ▇▇▇▇▇▇ ▇▇▇▇
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Name: J. ▇▇▇▇▇▇ ▇▇▇▇
Title: Senior Vice President
RSA HOLDINGS CORP. OF DELAWARE
By /s/▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
PERSONNA INTERNATIONAL DE PUERTO RICO,
INC.
By /s/J. ▇▇▇▇▇▇ ▇▇▇▇
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Name: J. ▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
THE ▇▇▇▇▇▇ SOAP COMPANY, INC.
By /s/J. ▇▇▇▇▇▇ ▇▇▇▇
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Name: J. ▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
MEGAS BEAUTY CARE, INC.
By /s/J. ▇▇▇▇▇▇ ▇▇▇▇
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Name: J. ▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
VALLEY PARK REALTY, INC.
By /s/J. ▇▇▇▇▇▇ ▇▇▇▇
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Name: J. ▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President