<PAGE>
EXHIBIT 10.1
AMENDMENT NO. 1
AMENDMENT NO. 1 (this "AMENDMENT"), dated as of September 8,
2000, to that certain Revolving Credit Agreement, dated as of August 20, 1998
(as amended to the date hereof, the "CREDIT AGREEMENT"; capitalized terms used
herein and not defined shall have the meaning set forth in the Credit
Agreement), among EVENFLO COMPANY, INC., a Delaware corporation ("BORROWER"),
the Guarantors party thereto, the Lenders party thereto (the "LENDERS"), MERRILL
LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Lead
Arranger and Syndication Agent, DLJ CAPITAL FUNDING, INC., as Documentation
Agent, and BANK OF AMERICA, NATIONAL ASSOCIATION (successor in interest to BANK
OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION), as Administrative Agent (the
"ADMINISTRATIVE AGENT").
W I T N E S S E T H :
WHEREAS, pursuant to Section 11.01 of the Credit Agreement,
each of the Obligors and each of the undersigned Lenders hereby agree to amend
certain provisions of the Credit Agreement as set forth herein;
NOW, THEREFORE, in consideration of the foregoing, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
SECTION ONE AMENDMENTS.
(a) AMENDMENTS TO DEFINITIONS. Subject to the conditions
set forth in Section Two below, Section 1.01 of the Credit Agreement is amended
(i) by deleting the chart in the definition of Applicable
Margin and replacing it with the following:
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
LEVERAGE RATIO EURODOLLAR RATE MARGIN BASE RATE MARGIN COMMITMENT FEES
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
< 3.0:1.0 1.250% 0.000% 0.300%
------------------------------------------------------------------------------------------------------------------
< 3.5:1.0 but
GREATER THAN OR EQUAL TO 3.0:1.0 1.500% 0.250% 0.300%
------------------------------------------------------------------------------------------------------------------
< 4.0:1.0 but
GREATER THAN OR EQUAL TO 3.5:1.0 1.750% 0.500% 0.375%
------------------------------------------------------------------------------------------------------------------
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------------------------------------------------------------------------------------------------------------------
< 4.5:1.0 but
GREATER THAN OR EQUAL TO 4.0:1.0 2.000% 0.750% 0.375%
------------------------------------------------------------------------------------------------------------------
< 5.0:1.0 but
GREATER THAN OR EQUAL TO 4.5:1.0 2.250% 1.000% 0.425%
------------------------------------------------------------------------------------------------------------------
GREATER THAN OR EQUAL TO 5.0:1.0 2.500% 1.250% 0.500%
------------------------------------------------------------------------------------------------------------------
</TABLE>
; and
(ii) by deleting the "$30,000,000" in the last line of the
definition of Special Facility Commitment in the Credit Agreement and
replacing it with the following: "$40,000,000".
(b) AMENDMENTS TO SECTION 8.06. Subject to the
conditions set forth in Section Two below, Section 8.06 of the Credit Agreement
is amended
(i) by deleting that portion of the chart in Section 8.06(a)
of the Credit Agreement after June 30, 2000 and replacing it with the
following:
<TABLE>
<CAPTION>
DATE RATIO
---- -----
<S> <C>
September 30, 2000 1.25:1.00
December 31, 2000 1.50:1.00
March 31, 2001 1.50:1.00
June 30, 2001 1.50:1.00
September 30, 2001 1.50:1.00
December 31, 2001 1.50:1.00
March 31, 2002 1.50:1.00
June 30, 2002 1.50:1.00
September 30, 2002 1.75:1.00
December 31, 2002 1.75:1.00
March 31, 2003 1.75:1.00
June 30, 2003 1.75:1.00
September 30, 2003 and the last day of
each December, March, June and
September thereafter 2.00:1.00
</TABLE>
; and
(ii) by deleting that portion of the chart in Section 8.06(b)
of the Credit Agreement after June 30, 2000 and replacing it with the
following:
<TABLE>
<CAPTION>
DATE RATIO
---- -----
<S> <C>
September 30, 2000 5.75:1.00
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December 31, 2000 5.50:1.00
March 31, 2001 5.50:1.00
June 30, 2001 5.50:1.00
September 30, 2001 5.50:1.00
December 31, 2001 5.00:1.00
March 31, 2002 5.00:1.00
June 30, 2002 5.00:1.00
September 30, 2002 5.00:1.00
December 31, 2002 4.50:1.00
March 31, 2003 4.50:1.00
June 30, 2003 4.50:1.00
September 30, 2003 4.50:1.00
December 31, 2003 and the last day of
each December, March, June and
September thereafter 4.00:1.00
</TABLE>
SECTION TWO CONDITIONS TO EFFECTIVENESS. This Amendment shall
become effective as of the date (the "EFFECTIVE DATE") first above written,
when, and only when, (a) the Administrative Agent shall have received (i)
counterparts of this Amendment executed by each Obligor and the Required
Lenders; and (ii) a one-time cash fee for each Lender that executes and delivers
a signature page to this Amendment not later than the date this Amendment
becomes effective in the aggregate amount equal to 0.200% of the Commitment of
such Lender, which fee shall be paid by wire transfer of immediately available
funds to the Administrative Agent and distributed by the Administrative Agent to
the Lenders entitled thereto; and (b) Cahill Gordon & Reindel shall have
received its reasonable fees and expenses incurred in connection with the
preparation, execution and delivery of this Amendment. The effectiveness of this
Amendment (other than Sections Five, Six and Seven hereof) is also conditioned
upon the accuracy of the representations and warranties set forth in Section
Three hereof.
SECTION THREE REPRESENTATIONS AND WARRANTIES; COVENANTS. In
order to induce the Lenders and the Agents to enter into this Amendment, each
Obligor represents and warrants to each of the Lenders and the Agents that after
giving effect to this Amendment, (a) no Default or Event of Default has occurred
and is continuing; and (b) all of the representations and warranties in the
Credit Agreement, are true and complete in all material respects on and as of
the date hereof as if made on the date hereof (or, if any such representation or
warranty is expressly stated to have been made as of a specific date, as of such
specific date).
SECTION FOUR REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT
AND THE NOTES. On and after the Effective Date, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement, and each reference in the Notes and each of
the other Loan Documents to "the Credit Agreement", "thereunder", "thereof" or
words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement, as amended by this Amendment. The Credit
Agreement, the Notes and each of the other Loan Documents, as specifically
amended by this Amendment, are and shall continue to be in full force and effect
and are hereby in all respects ratified and confirmed. The execution, delivery
and
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effectiveness of this Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of any Lender or any Agent
under any of the Loan Documents, nor constitute a waiver of any provision of any
of the Loan Documents. Each Guarantor ratifies and confirms its Guarantee as in
full force and effect after giving effect to the amendments and waivers herein
set forth and to any prior amendment or waiver to the Credit Agreement.
SECTION FIVE COSTS, EXPENSES AND TAXES. Borrower agrees to pay
all reasonable costs and expenses of the Agents in connection with the
preparation, execution and delivery of this Amendment and the other instruments
and documents to be delivered hereunder, if any (including, without limitation,
the reasonable fees and expenses of Cahill Gordon & Reindel) in accordance with
the terms of Section 11.04 of the Credit Agreement. In addition, Borrower shall
pay or reimburse any and all stamp and other taxes payable or determined to be
payable in connection with the execution and delivery of this Amendment and the
other instruments and documents to be delivered hereunder, if any, and agrees to
save each Agent and each Lender harmless from and against any and all
liabilities with respect to or resulting from any delay in paying or omission to
pay such taxes.
SECTION SIX EXECUTION IN COUNTERPARTS. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.
SECTION SEVEN GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT
GIVING EFFECT TO ANY PROVISIONS THEREOF RELATING TO CONFLICTS OF LAW).
[Signature Pages Follow]
<PAGE>
S-1
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
BORROWER:
EVENFLO COMPANY, INC.
By: /s/ Daryle A. Lovett
---------------------------------
Name: Daryle A. Lovett
Title: Executive Vice President
and Chief Financial Officer
GUARANTORS:
LISCO FURNITURE, INC.
By: /s/ John K. Stipancich
---------------------------------
Name: John K. Stipancich
Title: Corporate Secretary
LISCO FEEDING, INC.
By: /s/ John K. Stipancich
---------------------------------
Name: John K. Stipancich
Title: Corporate Secretary
AGENT:
BANK OF AMERICA, NATIONAL
ASSOCIATION (successor in
interest to BANK OF AMERICA
NATIONAL TRUST AND SAVINGS
ASSOCIATION), as Administrative
Agent
By: /s/ Garry R. Tyran
-----------------------------------
Name: Garry R. Tyran
Title: Managing Director
<PAGE>
S-2
LENDERS:
BANK OF AMERICA, NATIONAL ASSOCIATION
(successor in interest to BANK
OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION),
as Fronting Lender and as a
Lender
By: /s/ Robert Klawinski
---------------------------------
Name: Robert Klawinski
Title: Managing Director
THE BANK OF NOVA SCOTIA, as a Lender
By: /s/ W.E. Zarrett
---------------------------------
Name: W.E. Zarrett
Title: Managing Director
THE CHASE MANHATTAN BANK, as a Lender
By: /s/ William J. Caggiano
---------------------------------
Name: William J.Caggiano
Title: Managing Director
MERRILL LYNCH CAPITAL CORPORATION,
as a Lender
By: /s/ Carol J.E. Feeley
---------------------------------
Name: Carol J.E. Feeley
Title: Vice President
MORGAN STANLEY SENIOR FUNDING, INC.,
as a Lender
By: /s/ T. Morgan Edwards II
---------------------------------
Name: T. Morgan Edwards II
Title: Vice President
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S-3
TRANSAMERICA BUSINESS CREDIT
CORPORATION, as a Lender
By: /s/ Perry Vavoules
---------------------------------
Name: Perry Vavoules
Title: Senior Vice President
