Exhibit 10(a)(3)
1
FIRST AMENDMENT
FIRST AMENDMENT, dated as of October 5, 1995 (this "Amendment"), to
---------
the Credit Agreement, dated as of June 6, 1995 (as amended, supplemented
or otherwise modified from time to time, the "Credit Agreement"), among
----------------
PLAYTEX PRODUCTS, INC., a Delaware corporation (the "Borrower"), the
--------
several banks and other financial institutions from time to time parties
thereto (the "Lenders") and CHEMICAL BANK, as agent for the Lenders (in
-------
such capacity, the "Agent").
-----
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to
make, and have made, certain loans and other extensions of credit to the
Borrower; and
WHEREAS, the Borrower has requested, and, upon this Amendment becoming
effective, the Lenders have agreed, that the Credit Agreement be amended in
the manner provided for in this Amendment.
NOW, THEREFORE, the parties hereto hereby agree as follows:
I. Defined Terms. Terms defined in the Credit Agreement and used
-------------
herein shall have the meanings given to them in the Credit Agreement.
II. Amendments to Credit Agreement.
------------------------------
1. Amendments to Subsection 1.1. Subsection 1.1 of the Credit
----------------------------
Agreement is hereby amended by amending or adding in alphabetical order the
following definitions, so that the definitions so added or amended shall be
as follows:
"Acquisition Revolving Credit Commitment": as to any Lender, the
---------------------------------------
obligation of such Lender to make Acquisition Revolving Credit Loans
to the Borrower in an aggregate principal amount at any one time
outstanding not to exceed the amount set forth opposite such Lender's
name on Schedule 1.1 under the heading "Acquisition Revolving Credit
Commitment", as such amount may be reduced from time to time in
accordance with the provisions of this Agreement. Notwithstanding the
foregoing, subject to the consummation of the ______ Acquisition, the
Borrower may request any Lender to increase its Acquisition Revolving
Credit Commitment by an amount which, together with any other such
increases by one or more other Lenders, shall not exceed
2
$15,000,000, and if such Lender shall agree to such increase, in a
manner and pursuant to an agreement satisfactory to the Administrative
Agent, the Acquisition Revolving Credit Commitment of such Lender
shall be so increased, subject to the fulfillment of such conditions
precedent as may be set forth in such agreement (including the payment
by the Borrower of such fees and costs of such Lender as may be set
forth in such agreement and any appropriate exchanges of Acquisition
Revolving Credit Notes). The Administrative Agent shall notify each
of the Lenders of any such increase in the Acquisition Revolving
Credit Commitment of any Lender. The provisions of Section IV to the
First Amendment shall apply to any Acquisition Revolving Credit Loans
made under any such increase in the Acquisition Revolving Credit
Commitment of any Lender.
"Applicable Margin": for each Type of Loan, (a) during the
-----------------
period from the Closing Date to and including the First Amendment
Effective Date, the rate per annum set forth under the relevant column
heading below for such Type of Loan:
Eurodollar
ABR Loans Loans
--------- ----------
0.50% 1.50%
and (b) during the period after the First Amendment Effective Date,
the rate per annum set forth under the relevant column heading below
for such Type of Loan:
Eurodollar
ABR Loans Loans
--------- ----------
0.75% 1.75%
provided that on any day on which there is Cash Collateral, the
--------
Applicable Margin on an amount of Eurodollar Term Loans equal to the
amount of such Cash Collateral up to $37,500,000 shall be 0.75% (and,
if the amount of such Cash Collateral exceeds the outstanding amount
of Eurodollar Term Loans on such day, the Applicable Margin on an
amount of ABR Term Loans equal to such excess shall be 0.0% on such
day).
"First Amendment": the First Amendment, dated as of October 5,
---------------
1995, to this Agreement.
"First Amendment Effective Date": as defined in the First
------------------------------
Amendment.
"Margin Reduction Condition": each of the following conditions:
--------------------------
3
(A) for any period of four consecutive fiscal quarters of
the Borrower ending on or after the First Amendment Effective
Date, the ratio of (i) Consolidated Funded Indebtedness of the
Borrower on the last day of such period to (ii) Consolidated
EBITDA of the Borrower for such period is equal to or less than
5.75 to 1.0 (the "First Margin Reduction Condition"); and
--------------------------------
(B) for any period of four consecutive fiscal quarters of
the Borrower ending on or after March 31, 1997, (a)(x) the ratio
of (i) Consolidated EBITDA of the Borrower for such period less
Consolidated Capital Expenditures of the Borrower for such period
to (ii) Consolidated Interest Expense of the Borrower for such
period is equal to or greater than 2.5 to 1.0 and (y) the ratio
of (i) Consolidated Funded Indebtedness of the Borrower on the
last day of such period to (ii) Consolidated EBITDA of the
Borrower for such period is equal to or less than 3.5 to 1.0 (the
"Second Margin Reduction Condition") and (b)(x) the ratio of (i)
---------------------------------
Consolidated EBITDA of the Borrower for such period less
Consolidated Capital Expenditures of the Borrower for such period
to (ii) Consolidated Interest Expense of the Borrower for such
period is equal to or greater than 3.0 to 1.0 and (y) the ratio
of (i) Consolidated Funded Indebtedness of the Borrower on the
last day of such period to (ii) Consolidated EBITDA of the
Borrower for such period is less than 3.0 to 1.0 (the "Third
-----
Margin Reduction Condition");
--------------------------
provided that if the Second Margin Reduction Condition is in effect
--------
then the First Margin Reduction Condition shall also be in effect and
if the Third Margin Reduction Condition is in effect then both the
First Margin Reduction Condition and the Second Margin Reduction
Condition shall also be in effect. If the Borrower shall fail to
deliver a Margin Reduction Condition Certificate required by
subsection 9.2 within 45 days after the end of a fiscal quarter, any
Margin Reduction Condition in effect shall be deemed to have ended,
effective upon the last day on which such Margin Reduction Condition
Certificate was to have been delivered in accordance with subsection
9.2 and shall only become effective on and from the date of delivery
of a Margin Reduction Condition Certificate demonstrating that such
Margin Reduction Condition is (or was, as the case may be) still in
effect. Notwithstanding anything herein to the contrary, no Second
Margin Reduction Condition or Third Margin Reduction Condition which
would be in effect upon delivery of a Margin Reduction Condition
Certificate for the fiscal quarter ending on or about March 31, 1997
shall be effective until June 6, 1997.
"----- Acquisition": any acquisition by the Borrower or any of
-----------------
its Subsidiaries of substantially all the intangible assets and
inventory of the ----- and ------------- and ------------------
of --------------------.
4
2. "Amendment to Subsection 4.3(b) Subsection 4.3(b) of the Credit
------------------------------
Agreement is hereby amended to read as follows:
(b) The aggregate Acquisition Revolving Credit Commitments shall
be automatically and permanently reduced on the following dates in the
amounts set forth opposite such dates:
Date of Amount of Aggregate Reduction of
Reduction Acquisition Revolving Credit Commitments
--------- ----------------------------------------
March 15, 2000 $6,250,000
September 15, 2000 6,250,000
March 15, 2001 6,250,000
September 15, 2001 6,250,000
March 15, 2002 6,250,000
June 30, 2002 6,250,000
provided that, in the event of any increase in the Acquisition
--------
Revolving Credit Commitment of any Lender as contemplated in the
definition of "Acquisition Revolving Credit Commitment" in subsection
1.1, each of the amounts set forth above opposite dates remaining
after the date of such increase shall be increased by an amount equal
to the quotient of such increase divided by the number of such
remaining dates.
3. Amendments to Subsection 10.1. Subsection 10.1 of the Credit
-----------------------------
Agreement is hereby amended by (a) deleting the table appearing in
subsection 10.1(a) and substituting therefor the following new table:
5
Interest Coverage
Test Date Ratio
--------- ------------------
September 30, 1995 1.40 to 1.00
December 31, 1995 1.40 to 1.00
March 31, 1996 1.50 to 1.00
June 30, 1996 1.50 to 1.00
September 30, 1996 1.50 to 1.00
December 31, 1996 1.60 to 1.00
March 31, 1997 1.60 to 1.00
June 30, 1997 1.75 to 1.00
September 30, 1997 1.75 to 1.00
December 31, 1997 1.90 to 1.00
March 31, 1998 2.00 to 1.00
June 30, 1998 2.00 to 1.00
September 30, 1998 2.00 to 1.00
December 31, 1998 2.25 to 1.00
March 31, 1999 2.25 to 1.00
June 30, 1999 2.25 to 1.00
September 30, 1999 2.25 to 1.00
December 31, 1999 2.50 to 1.00
March 31, 2000 2.50 to 1.00
June 30, 2000 2.50 to 1.00
September 30, 2000 2.50 to 1.00
December 31, 2000 3.00 to 1.00
March 31, 2001 3.00 to 1.00
June 30, 2001 3.00 to 1.00
September 30, 2001 3.00 to 1.00
December 31, 2001 3.60 to 1.00
March 31, 2002 3.60 to 1.00
June 30, 2002 3.60 to 1.00
6
and (b) deleting the table in appearing in subsection 10.1(b) and
substituting therefor the following new table:
Funded Debt
Test Date Ratio
--------- -----------------
December 31, 1995 6.40 to 1.00
March 31, 1996 6.40 to 1.00
June 30, 1996 6.75 to 1.00
September 30, 1996 6.40 to 1.00
December 31, 1996 6.10 to 1.00
March 31, 1997 6.10 to 1.00
June 30, 1997 6.10 to 1.00
September 30, 1997 5.40 to 1.00
December 31, 1997 5.25 to 1.00
March 31, 1998 5.25 to 1.00
June 30, 1998 5.25 to 1.00
September 30, 1998 4.90 to 1.00
December 31, 1998 4.70 to 1.00
March 31, 1999 4.70 to 1.00
June 30, 1999 4.70 to 1.00
September 30, 1999 4.30 to 1.00
December 31, 1999 4.20 to 1.00
March 31, 2000 4.20 to 1.00
June 30, 2000 4.20 to 1.00
September 30, 2000 3.90 to 1.00
December 31, 2000 3.50 to 1.00
March 31, 2001 3.50 to 1.00
June 30, 2001 3.50 to 1.00
September 30, 2001 3.00 to 1.00
December 31, 2001 3.00 to 1.00
March 31, 2002 3.00 to 1.00
June 30, 2002 3.00 to 1.00
III. Conditions to Effectiveness. This Amendment shall become
---------------------------
effective on the date (the "First Amendment Effective Date") on which (a)
------------------------------
the Borrower, the Agent and the
7
Required Lenders shall have executed and delivered to the Agent this
Amendment and (b) the Agent shall have received from the Borrower, for the
ratable account of each Lender returning an executed counterpart of this
Amendment to the Agent prior to 5:00 p.m. (New York City time) on Monday,
October 16, 1995, an amendment fee in an amount equal to 1/8% of the sum
of (i) the outstanding Term Loans of such Lenders on the First Amendment
Effective Date and (ii) the aggregate Revolving Credit Commitments of
such Lenders on the First Amendment Effective Date.
IV. Interest Periods for Additional Acquisition Revolving Credit
------------------------------------------------------------
Loans. From and after the Borrowing Date of any Acquisition Revolving
-----
Credit Loans made under any increase in the Acquisition Revolving Credit
Commitment of any Lender as contemplated by the definition of "Acquisition
Revolving Credit Commitment" in subsection 1.1, the Borrower and the
Administrative Agent shall cooperate in making conversions of such
Acquisition Revolving Credit Loans from one interest rate basis to another
and in selecting Interest Periods to be applicable thereto in order, during
a reasonable period following such Borrowing Date, to make such Acquisition
Revolving Credit Loans ratable with the other Acquisition Revolving Credit
Loans in the various tranches of interest rate basis and Interest Period
selections. With the consent of the Lenders making such Loans, the
Borrower, during such reasonable period and with respect to such
Acquisition Revolving Credit Loans, may make conversions from one interest
rate basis to another and selections of Interest Periods without regard to
the normally required conversion amounts or the normally required number of
days or months in the definition of "Interest Period" in subsection 1.1.
V. General.
-------
1. Representation and Warranties. To induce the Agent and the
-----------------------------
Lenders to enter into this Amendment, the Borrower hereby represents and
warrants to the Agent and all of the Lenders as of the First Amendment
Effective Date that the representations and warranties made by the Borrower
in the Loan Documents are true and correct in all material respects on and
as of the First Amendment Effective Date, after giving effect to the
effectiveness of this Amendment, as if made on and as of the First
Amendment Effective Date except that (i) where such representations and
warranties expressly refer to a specific earlier date they were true and
correct of such earlier date and (ii) references in such representations
and warranties to the Credit Agreement shall be deemed to be references to
this Amendment and to the Credit Agreement as amended hereby.
2. Payment of Expenses. The Borrower agrees to pay or reimburse the
-------------------
Agent for all of its out-of-pocket costs and reasonable expenses incurred
in connection with this Amendment, any other documents prepared in
connection herewith and the transactions contemplated hereby, including,
without limitation, the reasonable fees and disbursements of counsel to the
Agent.
8
3. No Other Amendments; Confirmation. Except as expressly amended,
---------------------------------
modified and supplemented hereby, the provisions of the Credit Agreement
are and shall remain in full force and effect.
4. Governing Law; Counterparts. (a) This Amendment and the rights
---------------------------
and obligations of the parties hereto shall be governed by, and construed
and interpreted in accordance with, the laws of the State of New York.
(b) This Amendment may be executed by one or more of the parties to
this Agreement on any number of separate counterparts, 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 all the parties
shall be lodged with the Borrower and the Agent. This Amendment may be
delivered by facsimile transmission of the relevant signature pages hereof.
5. Guarantor Consents. Each of the Guarantors consenting to this
------------------
Amendment as provided for on the signature pages of this Amendment hereby
agree that the obligations guaranteed by it include all the obligations and
liabilities of the Borrower arising under this Amendment, the Credit
Agreement as amended hereby and any agreement providing for an increase in
the Acquisition Revolving Credit Commitment of any Lender or contemplated
by the definition of "Acquisition Revolving Credit Commitment" in
subsection 1.1 of the Credit Agreement as amended hereby, and each of the
Borrower and said Guarantors hereby agree that the security interests and
liens granted by it pursuant to and in connection with the Credit Agreement
of its guarantee secure its obligations and liabilities thereunder as
amended hereby.
9
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and delivered by their respective proper and duly
authorized officers as of the day and year first above written.
PLAYTEX PRODUCTS, INC.
By: /s/ Xxxxxxx X. Xxxx
--------------------------------
Title: Executive Vice President and
Chief Financial Officer
CHEMICAL BANK,
as Agent, and as a Lender
By: /s/ Xxxxx Xxxxxx
--------------------------------
Title: Vice President
ABN AMRO BANK N.V.
By:
--------------------------------
Title:
By:
--------------------------------
Title:
AMSOUTH BANK
By:
--------------------------------
Title:
10
BANCO POPULAR DE PUERTO RICO
By:
--------------------------------
Title:
THE FIRST NATIONAL BANK OF BOSTON
By:
--------------------------------
Title:
BANK OF IRELAND
By:
--------------------------------
Title:
BANK OF MONTREAL
By:
--------------------------------
Title:
BANK OF TOKYO TRUST COMPANY
By:
--------------------------------
Title:
00
XXXXXX XXXXXXXXX XX XXXXXXXX
XXXXXXXXX
By:
--------------------------------
Title:
BANQUE PARIBAS
By:
--------------------------------
Title:
By:
--------------------------------
Title:
CHL HIGH YIELD LOAN PORTFOLIO
(a unit of Chemical Bank)
By:
--------------------------------
Title:
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENE
By:
--------------------------------
Title:
CORESTATES BANK
By:
--------------------------------
Title:
12
CAISSE NATIONALE DE CREDIT AGRICOLE
By:
--------------------------------
Title:
CREDIT LYONNAIS
By:
--------------------------------
Title:
FIRST UNION NATIONAL BANK
OF NORTH CAROLINA
By:
--------------------------------
Title:
GIROCREDIT BANK AG DER SPARKASEN,
GRAND CAYMAN ISLAND BRANCH
By:
--------------------------------
Title:
XXXXXX FINANCIAL
By:
--------------------------------
Title:
13
THE HOKKAIDO TAKUSHOKU BANK, LTD.,
NEW YORK BRANCH
By:
--------------------------------
Title:
THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED, NEW YORK BRANCH
By:
--------------------------------
Title:
MC CAPITAL INC.
By:
--------------------------------
Title:
THE MITSUBISHI BANK, LIMITED
By:
--------------------------------
Title:
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By:
--------------------------------
Title:
14
THE NIPPON CREDIT BANK LTD.
By:
--------------------------------
Title:
THE SANWA BANK LIMITED
By:
--------------------------------
Title:
SOCIETE GENERALE, SOUTHWEST AGENCY
By:
--------------------------------
Title:
THE SUMITOMO BANK, LIMITED,
NEW YORK BRANCH
By:
--------------------------------
Title:
TORONTO DOMINION BANK (NEW YORK)
INC.
By:
--------------------------------
Title:
00
XXX XXXXXX XXXXXXX PRIME RATE
INCOME TRUST
By:
--------------------------------
Title:
XXXXX FARGO BANK
By:
--------------------------------
Title:
CERES FINANCE, LTD.
By:
--------------------------------
Title:
RESTRUCTURED OBLIGATIONS BACK BY
RESTRUCTURED ASSETS
By:
--------------------------------
Title:
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
By:
--------------------------------
Title:
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management,
L.P.,
as Investment Adviser
By:
--------------------------------
Title: Authorized Signatory
CONSENTED TO:
PLAYTEX INVESTMENT CORP.
By: /s/ Xxxxx X. Xxxx
--------------------------------
Title: Vice President
16
PLAYTEX INTERNATIONAL CORP.
By: /s/ Xxxxx X. Xxxx
--------------------------------
Title: Vice President
PLAYTEX BEAUTY CARE, INC.
By: /s/ Xxxxxxx X. Xxxx
--------------------------------
Title:
PLAYTEX MANUFACTURING, INC.
By: /s/ Xxxxxxx X. Xxxx
--------------------------------
Title:
PLAYTEX SALES & SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxx
--------------------------------
Title:
