EXECUTION COPY
AMENDMENT NO. 1 TO
THE CREDIT AGREEMENT
Dated as of March 24, 2000
AMENDMENT NO. 1 TO THE CREDIT AGREEMENT dated as of April 23, 1999 among
RSA Acquisition Corp., a Delaware corporation, as Purchaser, American Safety
Razor Company, a Delaware corporation (the "Borrower"), RSA Holdings Corp. of
Delaware, a Delaware corporation ("Holdings"), the banks, financial institutions
and other institutional lenders listed on the signature pages thereof under the
caption "Initial Lenders", as Initial Lenders, Bank of America, N.A., as
successor by merger to NationsBank, N.A. ("BofA"), as an Initial Issuing Bank,
BofA, as the Initial Swing Line Bank, DLJ Capital Funding, Inc. ("DLJ") as the
syndication agent (in such capacity, the "Syndication Agent") for the Facilities
(as defined therein), DLJ and Banc of America Securities LLC, as successor by
merger to NationsBanc Montgomery Securities LLC, as co-arrangers (the
"Co-Arrangers"), and NationsBank, as the administrative and collateral agent
(the "Administrative Agent") for the Lender Parties (and together with the
Syndication Agent and the Co-Arrangers, the "Agents").
PRELIMINARY STATEMENTS:
(1) The Borrower, Holdings, the Lenders and the Agents have entered into a
Credit Agreement dated as of April 23, 1999 (the "Credit Agreement").
Capitalized terms defined in the Credit Agreement and not otherwise defined in
this Amendment are used herein as therein defined.
(2) The parties hereto have agreed to amend the Credit Agreement as
hereinafter set forth.
SECTION 1. Amendments. Subject to the satisfaction of the conditions
precedent set forth in Section 2 hereof, the ---------- Credit Agreement is
hereby amended, effective as of the date hereof, as follows:
(a) Section 5.02(f)(i)(E) is hereby amended by deleting the word "and" at
the end thereof and replacing it with a comma;
(b) Section 5.02(f)(i)(F) is hereby amended by (i) deleting the reference
to clause "(E)" contained therein and replacing it with a reference to clause
"(F)" and (ii) by deleting the semicolon at the end thereof and replacing it
with the word "and";
(c) Section 5.02(f)(i) is hereby amended by adding to the end thereof a new
clause (G) to read as follows:
"(G) at any time prior to May 31, 2000, declare and pay to Holdings a
single dividend in an amount not to exceed $10,000,000, which dividend
shall, within three Business Days of receipt thereof by Holdings, be used
to prepay the Holdings Debt;"; and
(d) Section 5.02(j) is hereby amended in its entirety and replaced with the
following:
"(j) Prepayments, Etc., of Debt. Prepay, redeem,
purchase, defease or otherwise satisfy prior to the scheduled
maturity thereof in any manner, or make any payment in
violation of any subordination terms of, the Holdings Debt or
any Subordinated Debt, other than (i) regularly scheduled or
required repayments or redemptions of such Debt, (ii) the
prepayment of the Holdings Debt with the Net Cash Proceeds of
the Subordinated Notes and (iii) the prepayment of the
Holdings Debt with the proceeds of the dividend permitted
under Section 5.02(f)(i)(G), or amend, modify or change in any
manner materially adverse to the interests of the Lender
Parties any term or condition of any Surviving Debt or
Subordinated Debt, or permit any of its Subsidiaries to do any
of the foregoing."
SECTION 2. Conditions of Effectiveness. This Amendment shall become
effective as of the date first above written when, and only when, (i) the
Administrative Agent shall have received counterparts of this Amendment executed
by the Borrower, Holdings and the Required Lenders or, as to any of the Lenders,
advice satisfactory to the Administrative Agent that such Lender has executed
this Amendment, (ii) each Subsidiary Guarantor shall have executed a consent to
this Amendment in the form attached hereto and (iii) each Lender that executes
this Amendment shall have received payment of the amendment fee referred to in
Section 5(b). Furthermore this Amendment is subject to the provisions of Section
9.01 of the Credit Agreement.
SECTION 3. Representations and Warranties of the Borrower. Each of the
Borrower and Holdings represents and warrants as follows:
(a) the representations and warranties contained in each Loan
Document are correct in all material respects on and as of the date
hereof, before and after giving effect to this Amendment, as though
made on and as of the date hereof, other than any such representations
or warranties that by their terms, refer to a specific date, in which
case, as of such specific date;
(b) no Default has occurred and is continuing under the Credit
Agreement, as amended hereby, or would result from this Amendment.
SECTION 4. Reference to and Effect on the Loan Documents. (a)
On and after the effectiveness of this Amendment, 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.
(b) 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.
(c) The execution, delivery and 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.
SECTION 5. Costs, Expenses; Taxes; Fees, Etc. (a) The Borrower agrees to
pay on demand all costs and expenses of the Administrative Agent in connection
with the preparation, execution and delivery of this Amendment (including,
without limitation, the reasonable fees and expenses of counsel for the
Administrative Agent) in accordance with the terms of Section 9.04 of the Credit
Agreement.
(b) Concurrently with the effectiveness of this Amendment, the Borrower
shall pay to each Lender that executes this Amendment on or prior to 12:00 p.m.
(New York time) on Friday, March 24, 2000, for its own account, an amendment fee
equal to 0.05 of 1% of such Lender's Commitment as on the date hereof.
SECTION 6. 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 7. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
<PAGE>
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.
AMERICAN SAFETY RAZOR COMPANY
By: /s/ Alan R. Koss
--------------------------
Name: Alan R. Koss
Title: SVP &CFO
RSA HOLDINGS CORP. OF DELAWARE
By: /s/James D. Murphy
----------------------------
Name: James D. Murphy
Title: President
<PAGE>
BANK OF AMERICA, N.A., as Administrative
Agent and as Lender
By /s/Heidi Anne Sandquist
------------------------------------
Name: HEIDI-ANNE SANDQUIST
Title: VICE PRESIDENT
BANC OF AMERICA SECURITIES LLC, as
Co-Arranger
By /s/Heidi Anne Sandquist
--------------------------------
Name: HEIDI-ANNE SANDQUIST
Title: VICE PRESIDENT
<PAGE>
DLJ CAPITAL FUNDING, INC., as
Syndication Agent and Co-Arranger
By /s/James L. Paradise
------------------------------
Name: James L. Paradise
Title: Senior Vice President
<PAGE>
COMERICA BANK
By /s/Dan M. Roman
------------------------------
Name: Dan M. Roman
Title: Vice President
<PAGE>
EATON VANCE INSTITUTIONAL SENIOR
LOAN FUND
By: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By /s/Payson F. Swaffield
-------------------------------
Name: PAYSON F. SWAFFIELD
Title: VICE PRESIDENT
<PAGE>
EATON VANCE SENIOR INCOME TRUST
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By /s/Payson F. Swaffield
-----------------------------
Name: PAYSON F. SWAFFIELD
Title: VICE PRESIDENT
<PAGE>
FLEET BANK N.A.
By /s/Michael J. Sullivan
--------------------------------
Name: Michael J. Sullivan
Title: Vice President
<PAGE>
MORGAN STANLEY DEAN WITTER PRIME
INCOME TRUST
By /s/ Sheila A. Finnerty
--------------------------
Name: Sheila A. Finnerty
Title: Sr Vice President
<PAGE>
OLYMPIC FUNDING TRUST SERIES
1999-1
By /s/Kelly C. Walker
-------------------------------
Name: KELLY C. WALKER
Title: AUTHORIZED AGENT
<PAGE>
THE PROVIDENT BANK
By /s/Thomas W. Doe
--------------------------------
Name: Thomas W. Doe
Title: VP
<PAGE>
SENIOR DEBT PORTFOLIO
BY: Boston Management and Research
As Investment Advisor
By /s/Payson F. Swaffield
--------------------------------
Name: Payson F. Swaffield
Title: Vice President
<PAGE>
SIMSBURY CLO LIMITED
By: Massachusetts Mutual Life Insurance Co.,
As Collateral Manager
By /s/Steven J. Katz
----------------------------------------
Name: Steven J. Katz
Title: Second V.P. & Associate General
Counsel
<PAGE>
SUMMIT BANK
By /s/Timothy E. Doyle
------------------------------------
Name: Timothy E. Doyle
Title: VP/Director
<PAGE>
THE TRAVELERS INSURANCE COMPANY
By /s/Teresa M. Torrey
------------------------------
Name: TERESA M. TORREY
Title: SECOND VICE PRESIDENT
<PAGE>
TRAVELERS CORPORATE LOAN FUND INC.
By Travelers Asset Management
International Company LLC
By /s/Teresa M. Torrey
----------------------------
Name: TERESA M. TORREY
Title: SECOND VICE PRESIDENT
<PAGE>
CITIZENS BANK OF MASSACHUSETTS
AS SUCCESSOR TO U.S. TRUST
By /s/Thomas F. Macina
-------------------- -------
Name: THOMAS F. MACINA
Title: DIRECTOR
<PAGE>
VAN KAMPEN CLO 1, LIMITED
By: VAN KAMPEN MANAGEMENT, INC.
As Collateral Manager
By /s/Darvin D. Pierce
---------------------------
Name: DARVIN D. PIERCE
Title: VICE PRESIDENT
<PAGE>
CONSENT
Dated as of March 24, 2000
Each of the undersigned corporations, as a Guarantor under the
Subsidiary Guaranty dated April 23, 1999 (the "Guaranty") in favor of the
Secured Parties under the Credit Agreement referred to in the foregoing
Amendment, hereby consents to such Amendment and hereby confirms and agrees that
notwithstanding the effectiveness of such Amendment, the Guaranty is, and shall
continue to be, in full force and effect and is hereby ratified and confirmed in
all respects, except that, on and after the effectiveness of such Amendment,
each reference in the Guaranty to the "Credit Agreement", "thereunder",
"thereof" or words of like import shall mean and be a reference to the Credit
Agreement, as amended by such Amendment.
SUBSIDIARY GUARANTORS
AMERICAN SAFETY RAZOR
CORPORATION
By /s/ Alan R. Koss
------------------------
Title: SVP & CFO
ASR HOLDINGS, INC.
By /s/ Alan R. Koss
-----------------------------
Title: VP, Treas. & Asst. Sec
PERSONNA INTERNATIONAL DE
PUERTO RICO, INC.
By /s/Alan R. Koss
-----------------------------
Title: VP, Treas. & Asst. Sec
<PAGE>
THE HEWITT SOAP COMPANY, INC.
By /s/Alan R.Koss
-----------------------------
Title: VP, Treas. & Asst. Sec.
MEGAS BEAUTY CARE, INC.
By /s/Alan R. Koss
-------------------------------
Title: VP, Treas. & Asst. Sec
VALLEY PARK REALTY, INC
By /s/Alan R. Koss
------------------------------
Title: VP, Treas. & Asst. Sec
