INCREMENTAL FACILITY ACTIVATION NOTICE
Exhibit 10.02
EXECUTION VERSION
INCREMENTAL FACILITY ACTIVATION NOTICE
October 28, 2016
| To: | JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement referred to below |
This Incremental Facility Activation Notice is dated as of October 28, 2016 (this “Agreement”), and is entered into by and among Coty Inc., a Delaware corporation (the “Parent Borrower”), JPMorgan Chase Bank, N.A., as administrative agent for the Credit Agreement (as defined below) (in such capacity, the “Administrative Agent”), and the Incremental Term Lenders signatory hereto.
Reference is made to that certain Credit Agreement dated as of October 27, 2015 (as amended by the Incremental Assumption Agreement and Amendment No. 1 dated as of April 8, 2016 and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Parent Borrower, the Lenders from time to time party thereto, the Administrative Agent and the other parties from time to time party thereto. Capitalized terms used herein but not otherwise defined herein shall have the same meanings assigned to such terms in the Credit Agreement.
I. Incremental Facility Activation Notice
(a) This Agreement constitutes an Incremental Facility Activation Notice referred to in the Credit Agreement to be provided at any time prior to the Date of Full Satisfaction in accordance with the terms and provisions of the Credit Agreement, and the Parent Borrower and each of the Incremental Term Lenders signatory hereto hereby notify you that:
| 1. | The Incremental Facility is an Incremental Term Loan facility consisting of Term A Loans denominated in Dollars (the “Second Amendment Incremental Term A USD Loans”). |
| 2. | The amount of the Second Amendment Incremental Term A USD Loans requested by this Incremental Facility Activation Notice is $975,000,000. |
| 3. | The Borrower with respect to the Second Amendment Incremental Term A USD Loans shall be the Parent Borrower. |
| 4. | The amount of the Second Amendment Incremental Term A USD Loans to be made by each Incremental Term Lender is set forth opposite such Incremental Term Lender’s name on Schedule B attached hereto. |
| 5. | The Business Day on which such Second Amendment Incremental Term A USD Loans are requested to be made (the “Increased Amount Date”) pursuant to this Incremental Facility Activation Notice is October 28, 2016. |
| 6. | The proceeds of such Second Amendment Incremental Term A USD Loans are to be used to pay fees and expenses incurred in connection with the transactions contemplated by this Agreement and for general corporate purposes. |
(b) Each of the Incremental Term Lenders and the Parent Borrower hereby agrees that (i) the amortization schedule relating to the Second Amendment Incremental Term A USD Loans is set forth in Schedule A attached hereto, pursuant to which the maturity date shall be the fifth anniversary of the
Increased Amount Date, and (ii) the Applicable Rate for the Second Amendment Incremental Term A USD Loans shall be identical to the Applicable Rate of the Term A USD Loans made on the Closing Date.
THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING THEREUNDER OR RELATED TO THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.
| 2 |
IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first written above.
| COTY INC. | |||
| By | /s/ Xxxxxxxx Xxxxxx | ||
| Name: Xxxxxxxx Xxxxxx | |||
| Title: Assistant Secretary | |||
| JPMORGAN CHASE BANK, N.A. | |||
| as Administrative Agent and Second Amendment Incremental Term A USD Lender | |||
| By | /s/ Xxxx Xxxx | ||
| Name: Xxxx Xxxx | |||
| Title: Executive Director | |||
| [Signature Page to Incremental Facility Activation Notice – Term Loan A USD] | |||
Schedule A
Amortization
| Amortization Payment Date | Principal Amount |
| March 31, 2017 | $12,187,500 |
| June 30, 2017 | $12,187,500 |
| September 30, 2017 | $12,187,500 |
| December 31, 2017 | $12,187,500 |
| March 31, 2018 | $12,187,500 |
| June 30, 2018 | $12,187,500 |
| September 30, 2018 | $12,187,500 |
| December 31, 2018 | $12,187,500 |
| March 31, 2019 | $12,187,500 |
| June 30, 2019 | $12,187,500 |
| September 30, 2019 | $12,187,500 |
| December 31, 2019 | $12,187,500 |
| March 31, 2020 | $12,187,500 |
| June 30, 2020 | $12,187,500 |
| September 30, 2020 | $12,187,500 |
| December 31, 2020 | $12,187,500 |
| March 31, 2021 | $12,187,500 |
| June 30, 2021 | $12,187,500 |
| September 30, 2021 | $12,187,500 |
| October 28, 2021 | $743,437,500 |
Schedule B
Second Amendment Incremental Term A USD Commitments
| Second Amendment Incremental Term A USD Lender |
Second Amendment Incremental Term A USD Loan Commitment |
| BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH | $43,500,000 |
| BANK OF AMERICA, N.A. | $66,800,000 |
| BANK OF COMMUNICATIONS CO., LTD, LONDON BRANCH | $27,000,000 |
| BANK OF TOKYO-MITSUBISHI UFJ, LTD. | $33,400,000 |
| BMO XXXXXX BANK, N.A. | $23,400,000 |
| BNP PARIBAS | $58,000,000 |
| CAPITAL ONE BANK (USA), N.A. | $10,900,000 |
| CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK | $58,400,000 |
| DEUTSCHE BANK AG | $50,000,000 |
| FIFTH THIRD BANK | $23,400,000 |
| HSBC BANK AUSTRALIA LIMITED | $58,400,000 |
| ING BANK N.V. | $58,400,000 |
| INTESA SANPAOLO S.P.A. | $43,500,000 |
| JPMORGAN CHASE BANK, N.A. | $66,800,000 |
| KBC BANK N.V., NEW YORK BRANCH | $7,500,000 |
| LANDESBANK HESSEN-THÜRINGEN | $30,000,000 |
| MIZUHO BANK, LTD. | $58,400,000 |
| XXXXXX XXXXXXX BANK, N.A. | $33,400,000 |
| PT BANK NEGARA INDONESIA (PERSERO) TBK, NEW YORK AGENCY | $7,500,000 |
| ROYAL BANK OF CANADA | $58,400,000 |
| SANTANDER BANK, N.A. | $23,400,000 |
| SCOTIABANK (IRELAND) DAC | $43,500,000 |
| SUMITOMO MITSUI BANKING CORPORATION | $43,500,000 |
| TRISTATE CAP BANK | $2,500,000 |
| UNICREDIT BANK AG, NEW YORK BRANCH | $45,000,000 |
| TOTAL | $975,000,000 |
