EX-4 2 0002.txt AMENDED CREDIT AGREEMENT 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 Montgomery 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 J.W. 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.". "`J.W. Childs Senior Bank Guaranty' means the guaranty dated the date hereof made by J.W. 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 J.W. 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 J.W. 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 J.W. 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. Andrew Bolt --------------------------------- Name: J. Andrew Bolt Title: Senior Vice President and Chief Financial Officer RSA HOLDINGS CORP. OF DELAWARE By /s/Adam Suttin ---------------------- Name: Adam Suttin Title: Vice President BANK OF AMERICA, N.A., as Administrative Agent and as Lender By /s/W. Larry Hess ------------------------- Name: W. Larry Hess Title: Managing Director BANC OF AMERICA SECURITIES LLC, as Co-Arranger By /s/W. Larry Hess ------------------------- Name: W. Larry Hess Title: Managing Director LENDERS BHF (USA) CAPITAL CORPORATION By /s/Christopher J. Ruzzi --------------------------- Name: Christopher J. Ruzzi Title: Vice President By /s/Lisa Moraglia -------------------- Name: Lisa Moraglia Title: Associate BLACK DIAMOND INTERNATIONAL FUNDING, LTD. By /s/David Dyer ----------------- Name: David Dyer Title: Director COMERICA BANK By /s/Marc D. Adams --------------------- Name: Marc D. Adams Title: Associate - Private Equity Group FLEET BANK N.A. By /s/Michael J. Sullivan --------------------------- Name: Michael J. Sullivan Title: Vice President KZH SOLEIL-2 LLC By /s/Kimberly Rowe ------------------------ Name: Kimberly Rowe Title: Authorized Agent KZH SOLEIL LLC By /s/Kimberly Rowe ------------------------ Name: Kimberly Rowe Title: Authorized Agent MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST By /s/Sheila Finnerty ----------------------------- Name: Sheila Finnerty Title: Senior Vice President OLYMPIC FUNDING TRUST SERIES 1999-1 By /s/Ann E. Morris ------------------------ Name: Ann E. Morris Title: Authorized Agent THE PROVIDENT BANK By /s/Steve Touvelle --------------------- Name: Steve Touvelle Title: VP SRF TRADING INC. By /s/Ann E. Morris ----------------------------- Name: Ann E. Morris Title: Asst. Vice President STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY By /s/James R. Fellows --------------------------------------- Name: James R. Fellows Title: Senior Vice President Stein Roe & Farnham Incorporated, as Advisor to the Stein Roe Floating Rate Limited Liability Company LIBERTY-STEINROE ADVISOR FLOATING RATE ADVANTAGE FUND, by Stein Roe & Farmham Incorporated As Advisor By /s/James R. Fellows ------------------------------ Name: James R. Fellows Title: Sr. Vice President & Portfolio Manager SRF 2000 LLC By /s/Ann E. Morris ---------------------------- Name: Ann E. Morris Title: Asst. Vice President BLACK DIAMOND CLO 2000-1 LTD. By /s/David Dyer -------------------------- Name: David Dyer Title: Director SUMMIT BANK By /s/Michael J. Sullivan --------------------------- Name: Michael J. Sullivan Title: Vice President VAN KAMPEN SENIOR INCOME TRUST By: Van Kampen Investment Advisory Corp. By /s/Darvin D. Pierce ---------------------- Name: Darvin D. Pierce Title: Principal VAN KAMPEN SENIOR FLOATING RATE FUND By: Van Kampen Investment Advisory Corp. By /s/Darvin D. Pierce ---------------------- Name: Darvin D. Pierce Title: Principal VAN KAMPEN CLO I, LIMITED BY: VAN KAMPEN MANAGEMENT INC., as Collateral Manager By /s/Darvin D. Pierce ---------------------- Name: Darvin D. Pierce Title: Principal VAN KAMPEN CLO II, LIMITED BY: VAN KAMPEN MANAGEMENT INC., as Collateral Manager By /s/Darvin D. Pierce ---------------------- Name: Darvin D. Pierce 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. Andrew Bolt ---------------------- Name: J. Andrew Bolt Title: Vice President RSA HOLDINGS CORP. OF DELAWARE By /s/Adam Suttin ---------------------- Name: Adam Suttin Title: Vice President PERSONNA INTERNATIONAL DE PUERTO RICO, INC. By /s/J. Andrew Bolt ---------------------- Name: J. Andrew Bolt Title: Vice President THE HEWITT SOAP COMPANY, INC. By /s/J. Andrew Bolt ---------------------- Name: J. Andrew Bolt Title: Vice President MEGAS BEAUTY CARE, INC. By /s/J. Andrew Bolt ---------------------- Name: J. Andrew Bolt Title: Vice President VALLEY PARK REALTY, INC. By /s/J. Andrew Bolt ---------------------- Name: J. Andrew Bolt Title: Vice President