Second Amendment to Term Loan Agreement by and among Playtex Products, Inc., Lenders, DLJ Capital Funding, and Wells Fargo Bank

Contract Categories: Business Finance › Modification Agreements
Summary

This amendment updates the existing Term Loan Agreement between Playtex Products, Inc., several financial institutions, DLJ Capital Funding, and Wells Fargo Bank. The changes include increasing the interest rate, adjusting how interest margins are calculated based on Playtex’s debt ratio and credit ratings, and updating reporting requirements. The amendment becomes effective once certain conditions are met. The parties agree to these modifications to reflect changes in Playtex’s credit arrangements and financial status.

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EX-10.2 3 a2033524zex-10_2.txt EXHIBIT 10.2 Exhibit 10.2 PLAYTEX PRODUCTS, INC. SECOND AMENDMENT TO TERM LOAN AGREEMENT This SECOND AMENDMENT TO TERM LOAN AGREEMENT (this "Amendment") is dated as of December 15, 2000, and entered into by and among Playtex Products, Inc., a Delaware corporation ("BORROWER"), the financial institutions listed on the signature pages hereof ("LENDERS"), DLJ Capital Funding, Inc., as the Syndication Agent for Lenders ("SYNDICATION AGENT") and Wells Fargo Bank, N.A., as facility manager for the Lenders ("FACILITY MANAGER"), and, for purposes of Section 4 hereof, the Credit Support Parties (as defined in Section 4 hereof) listed on the signature pages hereof, and is made with reference to that certain Term Loan Agreement dated as of July 21, 1997, as amended by a First Amendment dated as of January 28, 1998 (as so amended, the "TERM LOAN AGREEMENT"), by and among Borrower, Lenders, Syndication Agent and Facility Manager. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Term Loan Agreement. RECITALS WHEREAS, Borrower has advised Lenders that Borrower desires to amend the Credit Agreement in certain respects and that in connection therewith Borrower has agreed to amend the Term Loan Agreement to (i) increase the interest rate under the Term Loan Agreement and (ii) make certain other related amendments as set forth below; WHEREAS, subject to the terms and conditions of this Amendment, Lenders are willing to agree to such amendments. NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows: SECTION 1. AMENDMENTS TO THE TERM LOAN AGREEMENT 1.1 AMENDMENTS TO SECTION 1: DEFINITIONS A. Subsection 1.1 of the Term Loan Agreement is hereby amended by adding thereto the following definitions, which shall be inserted in proper alphabetical order: "`FUNDED DEBT RATIO': Borrower's "Funded Debt Ratio" as defined in, and as determined in accordance with, the Credit Agreement as in effect on the Second Amendment Effective Date. `LEVEL DETERMINATION CERTIFICATE': Borrower's "Level Determination Certificate" as defined in the Credit Agreement as in effect on the Second Amendment Effective Date. `SECOND AMENDMENT': the Second Amendment to Term Loan Agreement dated as of December 15, 2000, by and among Borrower, Lenders, Syndication Agent and Facility Manager. `SECOND AMENDMENT EFFECTIVE DATE': December 15, 2000; provided that the conditions precedent to the effectiveness of the Second Amendment as set forth in Section 2 thereof shall have been satisfied on or prior to such date." B. Subsection 1.1 of the Term Loan Agreement is hereby further amended by deleting the definitions of "Applicable ABR Margin" and "Applicable Eurodollar Margin"" therefrom and by substituting therefor the following: "`APPLICABLE ABR MARGIN': as at any date of determination (i) prior to the Second Amendment Effective Date, a percentage per annum equal to 0.25%, and (ii) on and after the Second Amendment Effective Date, a percentage per annum determined by the Funded Debt Ratio set forth on the most recent Level Determination Certificate as shown below:
FUNDED DEBT RATIO ABR MARGIN ----------------- ---------- Greater than 4.5:1.0 0.75% Greater than 4.0:1.0 and less than or equal to 4.5:1.0 0.50% Less than or equal to 4.0:1.0 0.25%
; PROVIDED that in the event that any of Borrower's debt ratings are lowered by either of Standard & Poor's Ratings Group or Moody's Investor Service, Inc. from those in effect on the Second Amendment Effective Date, each of the percentages set forth above for the ABR Margin shall be increased, effective as of the date such change in ratings is announced, by an additional 0.25% per annum; PROVIDED further that in the event that any, or if both such ratings services lowered Borrower's debt ratings all, of such lowered debt ratings are thereafter raised to ratings which are not less than those in effect on the Second Amendment Effective Date, the percentages set forth above for the ABR Margin shall again be in effect without regard to such 0.25% per annum increase, such change to be effective as of the date Borrower's debt ratings are not less than those in effect on the Second Amendment Effective Date." `APPLICABLE EURODOLLAR MARGIN': as at any date of determination (i) prior to the Second Amendment Effective Date, a percentage per annum equal to 1.50%, and (ii) on and after the Second Amendment Effective Date, a percentage per annum determined by the Funded Debt Ratio set forth on the most recent Level Determination Certificate as shown below: 2
FUNDED DEBT RATIO APPLICABLE EURODOLLAR MARGIN ----------------- ---------------------------- Greater than 4.5:1.0 2.00% Greater than 4.0:1.0 and less than or equal to 4.5:1.0 1.75% Less than or equal to 4.0:1.0 1.50%"
; PROVIDED that in the event that any of Borrower's debt ratings are lowered by either of Standard & Poor's Ratings Group or Moody's Investors Service, Inc. from those in effect on the Second Amendment Effective Date, each of the percentages set forth above for the Eurodollar Margin shall be increased, effective as of the date such change in ratings is announced, by an additional 0.25% per annum; PROVIDED further that in the event that any, or if both such ratings services lowered Borrower's debt ratings all, of such lowered debt ratings are thereafter raised to ratings which are not less than those in effect on the Second Amendment Effective Date, the percentages set forth above for the Eurodollar Margin shall again be in effect without regard to such 0.25% per annum increase, such change to be effective as of the date Borrower's debt ratings are not less than those in effect on the Second Amendment Effective Date." 1.2 AMENDMENTS TO SECTION 3: GENERAL PROVISIONS Subsection 3.6 of the Term Loan Agreement is hereby amended by adding the following paragraph (g) at the end thereof: "(g) Upon delivery of the Level Determination Certificate by the Borrower to the Facility Manager pursuant to subsection 6.2(c), the Applicable Eurodollar Margin and the Applicable ABR Margin shall automatically be adjusted in accordance with the Funded Debt Ratio in effect as determined by such Level Determination Certificate, such adjustment to become effective on the next succeeding Business Day after the receipt by the Facility Manager of such Level Determination Certificate; PROVIDED that if a Level Determination Certificate is not delivered at the time required pursuant to subsection 6.2(c), the Applicable ABR Margin shall be 0.50% per annum and the Applicable Eurodollar Margin shall be 1.75% per annum, from such time until delivery of such Level Determination Certificate; PROVIDED FURTHER that if a Level Determination Certificate erroneously indicates margin more favorable to the Borrower than should be afforded by the actual calculation of the Funded Debt Ratio, the Borrower shall promptly pay additional interest to correct for such error." 1.3 AMENDMENTS TO SECTION 6: AFFIRMATIVE COVENANTS Subsection 6.2(c) of the Term Loan Agreement is hereby amended by deleting it in its entirety and by substituting therefor the following: "(c) not later than 45 days following the end of each fiscal quarter of the Borrower, the Borrower shall deliver (i) a copy of the Level Determination Certificate for such fiscal quarter delivered to the Agents under the Credit 3 Agreement and (ii) a certificate of a Responsible Officer for any fiscal quarter in which aggregate Asset Sales exceed $5,000,000 describing in reasonable detail such Asset Sales and the derivation and intended application of the Net Cash Proceeds thereof;" SECTION 2. CONDITIONS TO EFFECTIVENESS Section 1 of this Amendment shall become effective only upon the satisfaction of all of the following conditions precedent (such date of satisfaction being referred to herein as the "SECOND AMENDMENT EFFECTIVE DATE"): A. On or before the Second Amendment Effective Date, Borrower shall deliver to Lenders (or to Facility Manager for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following with respect to the Borrower, each, unless otherwise noted, dated the Second Amendment Effective Date: 1. Signature and incumbency certificates of its officers executing this Amendment; and 2. This Amendment executed by the Borrower and the Credit Support Parties. B. On or before the Second Amendment Effective Date, Required Lenders shall have delivered to Agents originally executed copies of this Amendment. C. On or before the Second Amendment Effective Date, all corporate and other proceedings taken or to be taken in connection with this Amendment and all documents incidental thereto not previously found acceptable by the Agents, and its counsel shall be reasonably satisfactory in form and substance to the Agents and such counsel, and the Agents and such counsel shall have received all such counterpart originals or certified copies of such documents as the Agents may reasonably request. SECTION 3. BORROWER'S REPRESENTATIONS AND WARRANTIES In order to induce Lenders to enter into this Amendment and to amend the Term Loan Agreement in the manner provided herein, Borrower represents and warrants to each Lender that the following statements are true, correct and complete: A. CORPORATE POWER AND AUTHORITY. Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Term Loan Agreement as amended by this Amendment (the "AMENDED AGREEMENT"). B. AUTHORIZATION OF AGREEMENTS. The execution and delivery of this Amendment and the performance of the Amended Agreement have been duly authorized by all necessary corporate action on the part of Borrower. C. NO CONFLICT. The execution and delivery by Borrower of this Amendment and the performance by Borrower of the Amended Agreement do not and will not (i) violate any 4 provision of any law or any governmental rule or regulation applicable to Borrower or any of its Subsidiaries, the Certificate or Articles of Incorporation or Bylaws of Borrower or any of its Subsidiaries or any order, judgment or decree of any court or other agency of government binding on Borrower or any of its Subsidiaries; (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Borrower or any of its Subsidiaries; (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of Borrower or any of its Subsidiaries (other than Liens created under any of the Loan Documents in favor of the Collateral Agent on behalf of Lenders); or (iv) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of Borrower or any of its Subsidiaries. D. GOVERNMENTAL CONSENTS. The execution and delivery by Borrower of this Amendment and the performance by Borrower of the Amended Agreement do not and will not require any registration with, consent or approval of, notice to, or other action to, with or by, any federal, state or other governmental authority or regulatory body. E. BINDING OBLIGATION. This Amendment have been duly executed and delivered by Borrower and this Amendment and the Amended Agreement are the legally valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability. F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM TERM LOAN AGREEMENT. The representations and warranties contained in Section 4 of the Term Loan Agreement are and will be true, correct and complete in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. G. ABSENCE OF DEFAULT. No event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment that would constitute an Event of Default or a Default. SECTION 4. ACKNOWLEDGEMENT AND CONSENT Each Subsidiary Guarantor is a party to the Subsidiaries Guarantee and the other Security Documents to which such Credit Support Parties are parties pursuant to which such Subsidiary Guarantor has (i) guaranteed Borrower's obligations under the Loan Documents and (ii) created Liens in favor of Collateral Agent on certain Collateral to secure the obligations of such Subsidiary Guarantor under the Subsidiaries Guarantee. The Subsidiary Guarantors are collectively referred to herein as the "CREDIT SUPPORT PARTIES", and the Subsidiaries Guarantee and the other Security Documents are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Term Loan Agreement and this Amendment and consents to the 5 amendment of the Term Loan Agreement effected pursuant to this Amendment. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all "Obligations" (as such term is defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "Obligations" in respect of the Borrower now or hereafter existing under or in respect of the Amended Agreement and the Notes defined therein. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Term Loan Agreement or any other Loan Document to consent to the amendments to the Term Loan Agreement effected pursuant to this Amendment and (ii) nothing in the Term Loan Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Term Loan Agreement. SECTION 5. MISCELLANEOUS A. REFERENCE TO AND EFFECT ON THE TERM LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS. (i) On and after the Second Amendment Effective Date, each reference in the Term Loan Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like import referring to the Term Loan Agreement, and each reference in the other Loan Documents to the "Term Loan Agreement," "thereunder," "thereof" or words of like import referring to the Term Loan Agreement shall mean and be a reference to the Amended Agreement. (ii) Except as specifically amended by this Amendment, the Term Loan Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. (iii) The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Syndication Agent or the Facility Manager or any Lender under, the Term Loan Agreement or any of the other Loan Documents. 6 B. FEES AND EXPENSES. Borrower acknowledges that all costs, fees and expenses as described in subsection 10.5 of the Term Loan Agreement, incurred by any of the Collateral Agent or the Agents and their counsel with respect to this Amendment and the documents and transactions contemplated hereby shall be for the account of Borrower. C. HEADINGS. Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect. D. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. E. 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 and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. [Remainder of page intentionally left blank] 7 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written. BORROWER: PLAYTEX PRODUCTS, INC. By: /s/ GLENN A. FORBES ------------------------------ Title: EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER ------------------------------ CREDIT SUPPORT PARTIES: Playtex Investment Corp. Playtex International Corp. Playtex Manufacturing, Inc. Playtex Sales & Services, Inc. Sun Pharmaceuticals Corp. Smile-Tote, Inc. TH Marketing Corp. Personal Care Holdings, Inc. Personal Care Group, Inc. Carewell Industries, Inc. (for purposes of Section 4 only) as Credit Support Parties By: /s/ GLENN A. FORBES ------------------------------ Title: ------------------------------ LENDERS: By: ------------------------------ Title: ------------------------------