EXHIBIT 10.1
FIRST AMENDMENT AND WAIVER NUMBER 1
FIRST AMENDMENT AND WAIVER NUMBER 1, dated as of December 27, 1996 (this
"AMENDMENT"), to the CREDIT AND GUARANTEE AGREEMENT, dated as of May 23, 1996
(the "CREDIT AGREEMENT"), among:
(a) REMINGTON PRODUCTS COMPANY, L.L.C., a Delaware limited liability company
(the "COMPANY");
(b) REMINGTON CONSUMER PRODUCTS LIMITED, a corporation organized and existing
under the laws of the United Kingdom (the "UK BORROWER");
(c) each Acquisition Subsidiary from time to time party thereto (together with
the Company and the UK Borrower, the "BORROWERS");
(d) the Lenders from time to time parties to the Agreement including the
Issuing Bank;
(e) FLEET NATIONAL BANK and BANQUE NATIONALE DE PARIS, as Co-Documentation
Agents (in such capacity, the "CO-DOCUMENTATION AGENTS"); and
(f) THE CHASE MANHATTAN BANK (formerly known as CHEMICAL BANK), a New York
banking corporation, as administrative agent (in such capacity, the
"AGENT") for the Lenders hereunder.
W I T N E S S E T H :
WHEREAS, the Borrowers, the Lenders and the Agent are parties to the
Credit Agreement; and
WHEREAS, the Borrowers, the Lenders and the Agent wish to amend the
Credit Agreement and waive certain provisions thereof in the manner provided for
herein;
NOW THEREFORE, in consideration of the premises contained herein, the
parties hereto agree as follows:
A. DEFINED TERMS. Unless otherwise defined herein, terms defined in the
Credit Agreement and used herein are used as defined therein. Unless otherwise
indicated, all Section, subsection and Schedule references are to the Credit
Agreement.
B. AMENDMENTS TO CREDIT AGREEMENT
1. AMENDMENTS TO SECTION 1. Subsection 1.1 of the Credit Agreement
is hereby amended as follows:
a. by deleting therefrom the following definitions and
substituting in lieu thereof the following:
"'SEASONAL OVERADVANCE UTILIZATION': at any date, the amount equal to
the sum of (a) the portion (expressed in Dollars) of the UK Revolving
Credit Exposure then outstanding which is in excess of the UK Borrowing
Base then in effect (without giving effect to the provisions of clause (c)
of the definition of such term) and (b) the portion of the Domestic
Revolving Credit Exposure then outstanding which is in excess of the
Domestic Borrowing Base then in effect (without giving effect to the
provisions of clause (c) of the definition of such term); PROVIDED,
HOWEVER, that the Seasonal Overadvance shall be $0 for any date prior to
April 1, 1998."
b. by adding thereto the following definitions in their
appropriate alphabetical order.
"'SENIOR LEVERAGE RATIO': as of any date, shall mean the ratio of (a)
the amount of Included Indebtedness as of such date MINUS Senior
Subordinated Indebtedness to (b) EBITDA for the period of twelve
consecutive fiscal months ended on such date."
2. AMENDMENTS TO SECTION 14.a. Subsection 14.15 of the Credit
Agreement is hereby amended by deleting the table contained in said subsection
and substituting in lieu thereof the following:
Period Ratio
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10/01/96 - 03/31/97 1.25 to 1.0
04/01/97 - 09/30/97 1.00 to 1.0
10/01/97 - 12/31/97 1.05 to 1.0
01/01/98 - 06/30/98 1.50 to 1.0
07/01/98 - 06/30/00 1.60 to 1.0
07/01/00 - 06/30/01 1.70 to 1.0
07/01/01 - 12/31/01 1.80 to 1.0
01/01/02 and thereafter 2.00 to 1.0"
b. Subsection 14.16 of the Credit Agreement is hereby amended
by deleting said subsection in its entirety and substituting in lieu thereof the
following:
"14.16 (a) LEVERAGE RATIO. Permit the Leverage Ratio for the
period of four consecutive fiscal quarters ending on the last day of any
fiscal quarter ending
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during any period set forth below (commencing with the period ending
January 1, 1998) to be in excess of the ratio set forth opposite such
period:
Period Ratio
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01/01/98 - 06/30/98 6.00 to 1.0
07/01/98 - 06/30/99 5.50 to 1.0
07/01/99 - 06/30/00 5.00 to 1.0
07/01/00 - 12/31/01 4.50 to 1.0
07/01/01 and thereafter 4.00 to 1.0
; PROVIDED that, for purposes of determining compliance with the provisions
of this subsection 14.16(a), (x) the EBITDA for such period of four fiscal
quarters of any Person acquired by the Company during such period shall be
included in the EBITDA of the Company, on a pro forma basis as if the same
had occurred on the first day of such period and (y) the Included
Indebtedness for such period of such Person shall be included in the
Included Indebtedness of the Company, on such pro forma basis, as if such
Person had been acquired on the first day of such period;
(b) SENIOR LEVERAGE RATIO. Permit the Senior Leverage Ratio for
the period of four consecutive fiscal quarters ending on the last day of
any fiscal quarter ending during any period set forth below (commencing
with the period ending December 31, 1996) to be in excess of the ratio set
forth opposite such period:
Period Ratio
------ -----
10/01/96 - 03/31/97 1.80 to 1.0
04/01/97 - 06/30/97 2.15 to 1.0
07/01/97 - 09/30/97 2.40 to 1.0
10/01/97 - 12/31/97 2.20 to 1.0"
C. MISCELLANEOUS
1. WAIVER OF SUBSECTION 14.14. The Lenders hereby waive subsection
14.14 of the Credit Agreement, but solely for the period from December 31, 1996
to and including December 31, 1997.
2. TERMINATION. The Company hereby terminates the Acquisition Loan
Commitment and the Lenders hereby waive the five Business Days' notice required
to terminate such Commitment under subsection 10.1 of the Credit Agreement.
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D. CONDITIONS TO EFFECTIVENESS. This Amendment shall become effective on
the date (the "AMENDMENT EFFECTIVE DATE") on which the Borrowers, the Agent and
the Required Lenders shall have executed and delivered to the Agent this
Amendment.
E. REPRESENTATION AND WARRANTIES. Representations and warranties made by
the Borrowers in the Loan Documents are true and correct in all material
respects on and as of the Amendment Effective Date, before and after giving
effect to the effectiveness of this Amendment, as if made on and as of the
Amendment Effective Date. After giving effect to this Amendment, no Default or
Event of Default has occurred and is continuing.
F. CONTINUING EFFECT; NO OTHER AMENDMENTS. Except as amended or modified
hereby, all of the terms and provisions of the Credit Agreement are and shall
remain in full force and effect.
G. COUNTERPARTS. This Amendment may be executed by one or more of the
parties to this Amendment on any number of separate counterparts (including by
telecopy), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. A set of the copies of this Amendment
signed by the parties hereto shall be delivered to the Agent.
H. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered by their respective duly authorized officers as of the
date first above written.
REMINGTON PRODUCTS COMPANY, L.L.C.
By: /s/ F. XXXXX XXXXX
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Title: President and CEO
REMINGTON CONSUMER PRODUCTS LIMITED
By: /s/ XXXXXX XXXX
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Title: Finance and Operations Director and
Secretary
THE CHASE MANHATTAN BANK, as Administrative
Agent, as a Lender and as (or on behalf of)
the Issuing Bank
By: /s/ XXXXX X. XXXXXXXX
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Title: Vice President
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