Exhibit 10.2
PLEDGE AMENDMENT
This Pledge Amendment, dated September 3, 1997, is delivered
pursuant to SECTION 6(d) of the Pledge Agreement referred to below. The
undersigned hereby certifies that the representations and warranties in
SECTION 5 of the Pledge Agreement are and continue to be true and correct,
both as to the Pledged Collateral pledged prior to this Pledge Amendment and
as to the Pledged Collateral pledged pursuant to this Pledge Amendment. The
undersigned further agrees that this Pledge Amendment may be attached to that
certain Pledge Agreement, dated March 12, 1997 (the "Pledge Agreement"),
between the undersigned, as Pledgor, the other Persons named therein as
Pledgors, and General Electric Corporation, as Agent, and that the Pledged
Collateral listed on this Pledge Amendment shall be and become part of the
Pledged Collateral referred to in said Pledge Agreement and shall secure all
Secured Obligations referred to in said Pledge Agreement. The undersigned
acknowledges that any shares not included in the Pledged Shares at the
discretion of Agent may not otherwise be pledged or otherwise used as
security by Pledgor.
XXXX PERFUMES CORP.
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxxx
Title: VP
RCI CHINA, INC.
By: /s/ Xxxx X. Xxxxxxx
----------------------------------
Name: Xxxx X. Xxxxxxx
Title: VP
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Initial
Principal Maturity Interest
Pledgor Issuer Amount Issue Date Date Rate
-------------------------------------------------------------------------------
Xxxx Xxxx U.K. $1,000,000 Dec. 31, 1996 11.75%
Perfumes Limited
Corp.
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RCI China, Xxxx Sept. 3, 1997
Inc. Perfumes
Corp.
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Xxxx RCI China, Sept. 3, 1997
Perfumes Inc.
Corp.
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