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Exhibit 10.27
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment"),
dated as of March 30, 1999, is entered into among STYLING TECHNOLOGY
CORPORATION, a Delaware corporation (the "Borrower"), the banks listed on the
signature pages hereof (the "Lenders"), BANKBOSTON, N.A., in its capacity as
documentation agent (in said capacity, the "Documentation Agent"), and
NATIONSBANK, N.A., in its capacity as administrative agent (in said capacity,
the "Administrative Agent").
BACKGROUND
A. The Borrower, the Lenders, the Documentation Agent and the Administrative
Agent are parties to that certain Credit Agreement, dated as of June 30, 1998
(as previously modified, supplemented or amended, the "Credit Agreement"; the
terms defined in the Credit Agreement and not otherwise defined herein shall be
used herein as defined in the Credit Agreement).
B. The Borrower, the Lenders, the Documentation Agent and the Administrative
Agent desire to amend the Credit Agreement to add a $5,000,000 overline facility
thereto.
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are all hereby acknowledged, the Borrower, the
Lenders, the Documentation Agent and the Administrative Agent covenant and agree
as follows:
1. AMENDMENTS.
(a) The definition of "Applicable Base Rate Margin" set forth in Section 1.1 of
the Credit Agreement is hereby amended to read as follows:
"Applicable Base Rate Margin" means the following per
annum percentages, applicable in the following situations:
Revolving Credit
Advances and Term Overline
Applicability Loan Advances Advances
------------- ----------------- --------
(a) Initial Pricing Period 0.750% 1.250%
(b) Subsequent Pricing Period
(1) The Leverage Ratio is greater than 1.000% 1.250%
or equal to 4.50 to 1
(2) The Leverage Ratio is less than 0.750% 1.250%
4.50 to 1 but greater than or equal
to 4.00 to 1
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(3) The Leverage Ratio is greater than 0.500% 1.250%
4.00 to 1 but greater than or equal
to 3.50 to 1
(4) The Leverage Ratio is less than 0.250% 1.250%
3.50 to 1 but greater than or equal
to 3.00 to 1
(5) The Leverage Ratio is less than 0.000% 1.250%
3.00 to 1
During the Subsequent Pricing Period, the Applicable Base Rate Margin payable by
the Borrower on the Base Rate Advances outstanding hereunder shall be subject to
reduction or increase, as applicable and as set forth in the table above, on a
quarterly basis according to the performance of the Borrower as tested by using
the Leverage Ratio calculated as of the end of each fiscal quarter; provided,
that each adjustment in the Applicable Base Rate Margin shall be effective on
the date which is two Business Days following the date of receipt of the
financial statements required to be delivered pursuant to Section 6.1 or 6.2
hereof, as applicable, and the related Compliance Certificate. If such financial
statements and Compliance Certificate are not received by the Administrative
Agent by the date required, the Applicable Base Rate Margin shall be determined
as if the Leverage Ratio is greater than or equal to 4.50 to 1 until such time
as such financial statements and Compliance Certificate are received.
(b) The definition of "Applicable LIBOR Rate Margin" set forth in
Section 1.1 of the Credit Agreement is hereby amended to read as follows:
"Applicable LIBOR Rate Margin" means the following per annum
percentages, applicable in the following situations:
Revolving Credit
Advances and Term Overline
Applicability Loan Advances Advances
------------- ----------------- --------
(a) Initial Pricing Period 2.250% 3.000%
(b) Subsequent Pricing Period
(1) The Leverage Ratio is greater than 2.500% 3.000%
or equal to 4.50 to 1
(2) The Leverage Ratio is less than 2.250% 3.000%
4.50 to 1 but greater than or equal
to 4.00 to 1
(3) The Leverage Ratio is greater than 2.000% 3.000%
4.00 to 1 but greater than or equal
to 3.50 to 1
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(4) The Leverage Ratio is less than 1.750% 3.000%
3.50 to 1 but greater than or equal
to 3.00 to 1
(5) The Leverage Ratio is less than 1.500% 3.000%
3.00 to 1
During the Subsequent Pricing Period, the Applicable LIBOR Rate Margin payable
by the Borrower on the LIBOR Advances outstanding hereunder shall be subject to
reduction or increase, as applicable and as set forth in the table above, on a
quarterly basis according to the performance of the Borrower as tested by using
the Leverage Ratio calculated as of the end of each fiscal quarter; provided,
that each adjustment in the Applicable LIBOR Rate Margin shall be effective on
the date which is two Business Days following the date of receipt of the
financial statements required to be delivered pursuant to Section 6.1 or 6.2
hereof, as applicable, and the related Compliance Certificate. If such financial
statements and Compliance Certificate are not received by the Administrative
Agent by the date required, the Applicable LIBOR Rate Margin shall be determined
as if the Leverage Ratio is greater than or equal to 4.50 to 1 until such time
as such financial statements and Compliance Certificate are received.
(c) The definition of "Applicable Specified Percentage" set forth in
Section 1.1 of the Credit Agreement is hereby amended to read as follows:
"Applicable Specified Percentage" means the Revolving Credit
Specified Percentage, the Term Loan Specified Percentage, the Overline
Specified Percentage or the Total Specified Percentage, as applicable
in the context used.
(d) The definition of "Commitments" set forth in Section 1.1 of the
Credit Agreement is hereby amended to read as follows:
"Commitments" means, collectively, the Revolving Credit
Commitment, the Overline Commitment and the Term Loan Commitment, as
reduced from time to time in the case of the Revolving Credit
Commitment and the Overline Commitment pursuant to Section 2.6 hereof.
(e) The definition of "Determining Lenders" set forth in Section 1.1 of
the Credit Agreement is hereby amended to read as follows:
"Determining Lenders" means (a) on any date of determination on
which there are only two Lenders, each of the Lenders, and (b) on any
date of determination on which there are more than two Lenders, any
combination of Lenders whose Total Specified Percentages aggregate more
than 50%; provided, however, in the event that there are more than two
Lenders and all of the Commitments have been terminated, "Determining
Lenders" means, on the date of determination, any combination of
Lenders having more than 50% of the Advances then outstanding.
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(f) The definition of "Notes" set forth in Section 1.1 of the Credit
Agreement is hereby amended to read as follows:
"Notes" means, collectively, the Revolving Credit Notes, the Term
Loan Notes and the Overline Notes.
(g) Section 1.1 of the Credit Agreement is hereby amended by adding the
following defined terms thereto in proper alphabetical order:
"Overline Advance" means an Advance made pursuant to Section 2.1(d)
hereof.
"Overline Commitment" means $5,000,000, as reduced pursuant to
Section 2.6 hereof.
"Overline Commitment Fee" has the meaning specified in Section
2.4(c) hereof.
"Overline Commitment Maturity Date" means the earliest of (i) June
30, 1999, (ii) the date of an offering of Capital Stock of the Borrower
after March 31, 1999 or (iii) the date of termination in whole of the
Overline Commitment pursuant to Section 2.6 or 8.2 hereof.
"Overline Notes" means the promissory notes of the Borrower
evidencing Overline Advances hereunder, substantially in the form of
Exhibit L hereto, together with any extension, renewal, or amendment
thereof, or substitution therefor.
"Overline Specified Percentage" means, as to any Lender, the
percentage obtained by dividing such Lender's portion of the Overline
Commitment (or the Overline Advances owing to such Lender after the
Overline Commitment has terminated) by the Overline Commitment (or to
the aggregate principal amount of Overline Advances after the Overline
Commitment has terminated), which percentage for each Lender shall be
set forth on Section 1.1(b) hereto.
(h) The definition of "Total Specified Percentage" set forth in Section
1.1 of the Credit Agreement is hereby amended to read as follows:
"Total Specified Percentage" means, as to any Lender, the
percentage obtained by dividing the sum of such Lender's portion of the
Revolving Credit Commitment, the Term Loan Commitment and the Overline
Commitment (or Revolving Credit Advances, Term Loan Advances and
Overline Advances owing to such Lender after the Revolving Credit
Commitment, the Term Loan Commitment and the Overline Commitment have
been terminated) by the sum of the Revolving Credit Commitment, the
Term Loan Commitment and the Overline Commitment (or to the sum of the
aggregate principal amount of the Revolving Credit Advances, the Term
Loan Advances and the Overline Advances if the Revolving Credit
Commitment, the Term Loan Commitment and the Overline Commitment have
been terminated).
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(i) Section 2.1 of the Credit Agreement is hereby amended by adding a
subsection (d) thereto to read as follows:
(d) Overline Advances. Each Lender severally agrees, upon the terms
and conditions of this Agreement, to make Overline Advances to the
Borrower from time to time up to but not including the Overline
Commitment Maturity Date in an aggregate not to exceed its Overline
Specified Percentage of the Overline Commitment, for the purposes set
forth in Section 5.8(a) hereof. Subject to Section 2.9 hereof and the
immediately following sentence, Overline Advances may be repaid and
then reborrowed. Notwithstanding any provision of this Agreement or any
other Loan Document to the contrary, in no event shall (a) the
aggregate principal amount of all Overline Advances exceed the Overline
Commitment, (b) the sum of the principal amount of all outstanding (i)
Revolving Credit Advances, (ii) Reimbursement Obligations and (iii)
Overline Advances exceed the lesser of (i) the Revolving Credit
Commitment plus the Overline Commitment and (ii) the Borrowing Base,
(c) any Overline Advances be made unless the Unused Portion is zero, or
(d) any Revolving Credit Advance be repaid at any time that any
Overline Advance is outstanding (other than in respect of payments
pursuant to Sections 2.10(d) and 2.12 hereof and any proceeds of
Collateral, where payments are shared as provided therein and in the
Collateral Documents).
(j) Section 2.2(e) of the Credit Agreement is hereby amended by adding
the following sentence thereto at the end thereof.
All Overline Advances shall be made by each Lender in accordance
with its Overline Specified Percentage.
(k) Section 2.3(c) of the Credit Agreement is hereby amended by
adding", the Overline Commitment Maturity Date" to the seventh line thereof
immediately following "Revolving Credit Commitment Maturity Date".
(l) Section 2.4 of the Credit Agreement is hereby amended by adding a
subsection (c) thereto to read as follows:
(c) Overline Commitment Fee. Subject to Section 11.9 hereof, the
Borrower agrees to pay to the Administrative Agent, for the account of
the Lenders according to their Overline Specified Percentages, a
commitment fee of 0.50% per annum on the daily average unused portion
of the Overline Commitment during the period commencing on April 5,
1999 and ending on the Overline Commitment Maturity Date. Such fee
shall be (i) payable in arrears on each Quarterly Date and on the
Overline Commitment Maturity Date, (ii) fully earned when due and,
subject to Section 11.9 hereof, nonrefundable when paid and (iii)
subject to Section 11.9 hereof, computed on the basis of a 360-day year
for the actual number of days elapsed.
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(m) Section 2.5(b) of the Credit Agreement is hereby amended to read as
follows:
(b) Mandatory Prepayment. On or before the date of any reduction of
(a) the Revolving Credit Commitment and provided the Overline
Commitment has been terminated, the Borrower shall prepay applicable
outstanding Revolving Credit Advances in an amount necessary to reduce
the sum of outstanding Revolving Credit Advances and Reimbursement
Obligations to an amount less than or equal to the lesser of (i) the
Revolving Credit Commitment as so reduced and (ii) the Borrowing Base
and (b) the Overline Commitment, the Borrower shall prepay applicable
outstanding Overline Advances in an amount necessary to reduce the sum
of outstanding Overline Advances to an amount less than or equal to the
Overline Commitment as so reduced. To the extent required by the
immediately preceding sentence, the Borrower shall first prepay all
Base Rate Advances and shall thereafter prepay LIBOR Advances. To the
extent that any prepayment requires that a LIBOR Advance be repaid on a
date other than the last day of its Interest Period, the Borrower shall
reimburse each Lender in accordance with Section 2.9 hereof; provided,
however, the Lenders acknowledge and agree that no other penalties or
premiums shall be paid in connection with such prepayment. To the
extent that at any time the aggregate principal amount of Revolving
Credit Advances, Reimbursement Obligations and Overline Advances
outstanding hereunder exceed the lesser of (i) the Revolving Credit
Commitment and the Overline Commitment and (ii) the Borrowing Base, the
Borrower shall immediately repay Overline Advances first and then
Revolving Credit Advances in an amount equal to such excess.
(n) Section 2.6 of the Credit Agreement is hereby amended to read as
follows:
Section 2.6 Reduction of Revolving Credit Commitment and Overline
Commitment.
(a) Voluntary Reduction. Provided that the Overline Commitment has
been terminated, the Borrower shall have the right, upon not less than
5 Business Days' notice by an Authorized Signatory to the
Administrative Agent (if telephonic, to be confirmed by telex or in
writing on or before the date of reduction or termination), which shall
promptly notify the Lenders, to terminate or reduce the Revolving
Credit Commitment. Each partial termination shall be in an aggregate
amount which is at least $1,000,000 and which is an integral multiple
thereof, and no voluntary reduction in the Revolving Credit Commitment
shall cause any LIBOR Advance to be repaid prior to the last day of its
Interest Period unless the Borrower shall reimburse each Lender in
accordance with Section 2.9 hereof. The Borrower shall have the right,
upon not less than 5 Business Days' notice by an Authorized Signatory
to the Administrative Agent (if telephonic, to be confirmed by telex or
in writing on or before the date of reduction or termination), which
shall promptly notify the Lenders, to terminate or reduce the Overline
Commitment. Each partial termination shall be in an aggregate amount
which is at least $1,000,000 and which is an integral multiple
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thereof, and no voluntary reduction in the Overline Commitment shall
cause any LIBOR Advance to be repaid prior to the last day of its
Interest Period unless the Borrower shall reimburse each Lender in
accordance with Section 2.9 hereof.
(b) Mandatory Reduction. On the Revolving Commitment Maturity Date,
the Revolving Credit Commitment shall be automatically reduced to zero.
On the Term Loan Commitment Termination Date, the Term Loan Commitment
shall be automatically reduced to zero. On the Overline Commitment
Maturity Date, the Overline Commitment shall be automatically reduced
to zero.
(c) General Requirements. Upon any reduction of the Revolving
Credit Commitment or the Overline Commitment pursuant to this Section,
the Borrower shall immediately make a repayment of Revolving Credit
Advances or Overline Advances, as appropriate, in accordance with
Section 2.5(b) hereof. The Borrower shall reimburse each Lender in
connection with any such payment in accordance with Section 2.9 hereof
to the extent applicable. The Borrower shall not have any right to
rescind any termination or reduction. Once reduced, the Revolving
Credit Commitment or the Overline Commitment may not be increased or
reinstated.
(o) Section 2.8 of the Credit Agreement is hereby amended by adding a
subsection (c) thereto to read as follows:
(c) Overline Advances. To the extent not otherwise required to be
paid earlier as provided herein, the principal amount of the Overline
Advances shall be due and payable on the Overline Commitment Maturity
Date.
(p) Section 5.8 of the Credit Agreement is hereby amended to read as
follows:
Section 5.8 Use of Proceeds. The proceeds (a) of the Revolving
Credit Advances shall be used by the Borrower to finance the ongoing
working capital and general corporate requirements of the Borrower and
its Subsidiaries, including Acquisitions permitted hereunder, (b) the
Overline Advances shall be used by the Borrower to finance the ongoing
working capital and general corporate requirements of the Borrower and
its Subsidiaries, excluding, however, Acquisitions permitted hereunder,
and (c) of the Term Loan Advances shall be used by the Borrower to
finance Acquisitions permitted hereunder.
(q) Section 7.11 of the Credit Agreement is hereby amended to read as
follows:
Section 7.11 Maximum Leverage Ratio. At the end of each fiscal
quarter occurring below or at the end of each fiscal quarter occurring
during the periods indicated below, the Borrower shall not permit the
Leverage Ratio to be greater than the ratio set forth below opposite
such fiscal quarter or opposite the period in which such fiscal quarter
occurs:
Period of Fiscal Quarter Ratio
------------------------ -----
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From and including the Agreement Date to and including December 31, 1998 4.75 to 1
Fiscal quarter ending March 31, 1999 4.85 to 1
Fiscal quarter ending June 30, 1999 4.75 to 1
From and including July 1, 1999 to but not including December 31, 1999 4.25 to 1
From and including December 31, 1999 to but not including June 30, 2000 3.75 to 1
From and including June 30, 2000 to but not including December 31, 2000 3.25 to 1
From and including December 31, 2000 and thereafter 3.00 to 1
(r) Section 11.6 of the Credit Agreement is hereby amended by amending
subsection (f) thereof by revising the last sentence thereof to read as follows:
Such new Notes shall be in an aggregate principal amount of such
surrendered Notes, shall be dated the effective date of such Assignment
Agreement and shall otherwise be in substantially the form of Exhibit A
and/or B and/or L hereto, as applicable.
(s) Section 11.11 of the Credit Agreement is hereby amended by amending
subclause (a)(vii) thereof to read as follows:
(vii) amend the definition of "Determining Lenders", "Total Specified
Percentage", "Revolving Credit Specified Percentage", "Term Loan
Specified Percentage", or "Overline Specified Percentage",
(t) Schedule 1.1(b) of the Credit Agreement is hereby amended to be in
the form of Schedule 1.1(b) to this First Amendment.
(u) Exhibit E to the Credit Agreement is hereby amended to be in the
form of Exhibit E to this First Amendment.
(v) Exhibit F to the Credit Agreement is hereby amended to be in the
form of Exhibit F to this First Amendment.
2. REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its
execution and delivery hereof, the Borrower represents and warrants that, as of
the date hereof and after giving effect to the amendment contemplated by the
foregoing Section 1:
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(a) the representations and warranties contained in the Credit
Agreement are true and correct on and as of the date hereof as made on and as of
such date;
(b) no event has occurred and is continuing which constitutes a Default
or an Event of Default;
(c) the Borrower has full corporate power and authority to execute and
deliver this First Amendment, the $2,500,000 Overline Note payable to the order
of NationsBank, N.A. and the $2,500,000 Overline Note payable to the order of
BankBoston, N.A. (collectively, the "Overline Notes"), and this First Amendment,
the Overline Notes and the Credit Agreement, as amended hereby, constitute the
legal, valid and binding obligations of the Borrower, enforceable in accordance
with their respective terms, except as enforceability may be limited by Debtor
Relief Laws and by general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law) and except as rights
to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this First
Amendment, the Overline Notes or the Credit Agreement, as amended hereby, nor
the consummation of any transactions contemplated herein or therein, will
conflict with any Law to which the Borrower or any Subsidiary is subject, or any
indenture, agreement or other instrument to which the Borrower or any Subsidiary
or any of their respective property is subject, except for matters which could
not reasonably be expected to have a Material Adverse Effect; and
(e) no authorization, approval, consent, or other action by, notice to,
or filing with, any governmental authority or other Person (other than the Board
of Directors of the Borrower) is required for the execution, delivery or
performance by the Borrower of this First Amendment or the Overline Notes, or
the acknowledgment of this First Amendment by each Guarantor.
Notwithstanding the foregoing, Lenders acknowledge that Ft. Pitt
Acquisition, Inc., a Pennsylvania corporation, Ft. Pitt-Framesi, Inc., a
Pennsylvania corporation, Styling Technology Nail Corporation, an Arizona
corporation, and Styl Institute, Inc., an Arizona corporation, may not have been
timely added as guarantors of the obligations of the Borrower under the Credit
Agreement, but that such actions have occurred on or prior to the date of this
Amendment.
3. CONDITIONS OF EFFECTIVENESS. This First Amendment shall be effective
as of March 30, 1999, subject to the following:
(a) the Administrative Agent shall have received counterparts of this
First Amendment executed by the Lenders;
(b) the Administrative Agent shall have received counterparts of this
First Amendment executed by the Borrower and acknowledged by each Guarantor;
(c) the representations and warranties set forth in Section 2 of this
First Amendment shall be true and correct;
(d) no Default or Event of Default shall have occurred and be
continuing;
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(e) NationsBank, N.A. shall have received its Overline Note, duly
executed by the Borrower;
(f) BankBoston, N.A. shall have received its Overline Note, duly
executed by the Borrower;
(g) the Administrative Agent shall have received (i) a certified copy
of a resolution of the Borrower of Directors of the Borrower authorizing the
execution, delivery and performance of this First Amendment and the Overline
Notes and (ii) an opinion of counsel to Borrower with respect to the matters
relating to the Borrower covered in Sections 2(c), (d) and (e) of this First
Amendment, in form and substance satisfactory to the Administrative Agent;
(h) NationsBank, N.A. and BankBoston, N.A. shall have received a fee
for its agreement to extend the Overline Commitment in an amount agreed upon by
the Borrower, NationsBank, N.A. and BankBoston, N.A.; and
(i) the Administrative Agent shall have received payment of outstanding
legal fees owed to its counsel.
4. GUARANTOR ACKNOWLEDGMENT. By signing below, each Guarantor (a)
acknowledges consents and agrees to the execution, delivery and performance by
the Borrower of this First Amendment, (b) acknowledges and agrees that its
obligations in respect of its Subsidiary Guaranty (i) are not released,
diminished, waived, modified, impaired or affected in any manner by this First
Amendment or any of the provisions contemplated herein and (ii) include the
Overline Advances, (c) ratifies and confirms its obligations under its
Subsidiary Guaranty, and (d) acknowledges and agrees that it has no claims or
offsets against, or defenses or counterclaims to, its Subsidiary Guaranty.
5. REFERENCE TO THE CREDIT AGREEMENT.
(a) Upon the effectiveness of this First Amendment, each reference in
the Credit Agreement to "this Agreement", "hereunder", or words of like import
shall mean and be a reference to the Credit Agreement, as affected and amended
hereby.
(b) The Credit Agreement, as amended by the amendment referred to
above, shall remain in full force and effect and is hereby ratified and
confirmed.
6. COSTS, EXPENSES AND TAXES. The Borrower agrees to pay on demand all
reasonable costs and expenses of the Administrative Agent in connection with the
preparation, reproduction, execution and delivery of this First Amendment and
the other instruments and documents to be delivered hereunder (including the
reasonable fees and out-of-pocket expenses of counsel for the Administrative
Agent with respect thereto and with respect to advising the Administrative Agent
as to its rights and responsibilities under the Credit Agreement, as hereby
amended).
7. EXECUTION IN COUNTERPARTS. This First Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts,
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each of which when so executed and delivered shall be deemed to be an original
and all of which when taken together shall constitute but one and the same
instrument.
8. GOVERNING LAW; BINDING EFFECT. This First Amendment shall be
governed by and construed in accordance with the laws of the State of Texas
(without regard to the principles of conflicts of laws) and the United States of
America, and shall be binding upon the Borrower, the Administrative Agent and
each Lender and their respective successors and assigns.
9. HEADINGS. Section headings in this First Amendment are included
herein for convenience of reference only and shall not constitute a part of this
First Amendment for any other purpose.
10. ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS FIRST
AMENDMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.
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IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as the date first above written.
STYLING TECHNOLOGY CORPORATION
By: /S/ Xxxxxxx X. Xxxx
------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
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NATIONSBANK, N.A., as Administrative Agent,
a Lender and Issuing Bank
By: /S/ Xxxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
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BANKBOSTON, N.A., as Documentation Agent
and as a Lender
By: /s/ X.X. Xxxxx
____________________________________________________
Name: X.X. Xxxxx
__________________________________________________
Title: Vice President
_________________________________________________
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ACKNOWLEDGED AND AGREED:
XXXX LABORATORIES, INC., a
Texas corporation
By: /s/ Xxxxxxx X. Xxxxxx
_____________________________________
Name: Xxxxxxx X. Xxxxxx
___________________________________
Title: Vice President
__________________________________
J.D.S. MANUFACTURING CO., INC.,
a California corporation
By: /s/ Xxxxxxx X. Xxxxxx
_____________________________________
Name: Xxxxxxx X. Xxxxxx
___________________________________
Title: Vice President
__________________________________
U.K. ABBA PRODUCTS, INC., a
California corporation
By: /s/ Xxxxxxx X. Xxxxxx
_____________________________________
Name: Xxxxxxx X. Xxxxxx
___________________________________
Title: Vice President
__________________________________
EUROPEAN TOUCH CO., INCORPORATED,
a Wisconsin corporation
By: /s/ Xxxxxxx X. Xxxxxx
_____________________________________
Name: Xxxxxxx X. Xxxxxx
___________________________________
Title: Vice President
__________________________________
EUROPEAN TOUCH, LTD II, a Wisconsin
corporation
By: /s/ Xxxxxxx X. Xxxxxx
_____________________________________
Name: Xxxxxxx X. Xxxxxx
___________________________________
Title: Vice President
__________________________________
BEAUTY PRODUCTS, INC., a Wisconsin
corporation
By: /s/ Xxxxxxx X. Xxxxxx
_____________________________________
Name: Xxxxxxx X. Xxxxxx
___________________________________
Title: Vice President
__________________________________
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COSMETICS INTERNATIONAL, INC.,
a Wisconsin corporation
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
STYLING TECHNOLOGY NAIL CORPORATION,
an Arizona corporation
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
FT. PITT ACQUISITION, INC., a Pennsylvania
corporation
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
FT. PITT-FRAMESI, INC., a Pennsylvania
corporation
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
STYL INSTITUTE, INC., an Arizona corporation
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
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