EXHIBIT 4.8
SECOND AMENDMENT, dated as of November 29, 2006 (this "Amendment"), to
the Credit Agreement dated as of December 29, 2005 (as further amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among DLI HOLDING II CORP., a Delaware corporation ("Holdings"), DEL
LABORATORIES, INC., a Delaware corporation (the "Borrower"), the several banks
and other financial institutions or entities from time to time parties to the
Credit Agreement (the "Lenders"), ▇.▇. ▇▇▇▇▇▇ SECURITIES, INC. as sole lead
arranger and sole bookrunner (in such capacity, the "Arranger") and JPMORGAN
CHASE BANK, N.A., as administrative agent (in such capacity, the "Administrative
Agent").
The parties hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms
which are defined in the Credit Agreement are used herein as therein defined.
2. Amendments. The Credit Agreement shall be, and hereby is, amended as
follows:
(a) Section 7.2 of the Credit Agreement is hereby amended by
deleting the words "on the date hereof and" in clause
(d).
(b) Section 7.8 of the Credit Agreement is hereby amended by
deleting the words "on the Closing Date and" in clause
(e).
(c) Schedule 7.2(d) of the Credit Agreement is hereby
amended by adding the following new items:
5. Promissory Note in the principal amount of
US$10,000,000 dated November 29, 2006 from Del
Laboratories (Canada) Inc. to Del Laboratories, Inc.
bearing interest at 9.0% per annum, payable
quarterly.
6. Promissory Note in the principal amount of
US$5,000,000 dated November 29, 2006 from Del
Pharmaceutics (Canada) Inc. to Del Laboratories, Inc.
bearing interest at 9.0% per annum, payable
quarterly.
(d) Schedule 7.8(e) of the Credit Agreement is hereby
amended by adding the text "1." before the first item
listed on the schedule and by adding the following new
items:
2. Promissory Note in the principal amount of
US$10,000,000 dated November 29, 2006 from Del
Laboratories (Canada) Inc. to Del Laboratories, Inc.
bearing interest at 9% per annum, payable quarterly.
3. Promissory Note in the principal amount of
US$5,000,000 dated November 29, 2006 from Del
Pharmaceutics (Canada) Inc. to Del Laboratories, Inc.
bearing interest at 9.0% per annum, payable
quarterly.
3. Effectiveness. This Amendment shall become effective on the date on
which the Administrative Agent has received (a) this Amendment, executed and
delivered by the Administrative Agent, Holdings, the Borrower and the Required
Lenders, (b) the Consent (attached hereto), executed and delivered by the
Subsidiary Guarantors and (c) all expense reimbursements payable under Section
10.05 of the Credit Agreement for which invoices have been delivered to the
Borrower, including those expense reimbursements payable in connection with this
Amendment.
4. Representation and Warranties. Each of Holdings and the Borrower
hereby represents and warrants that, after giving effect to the provisions of
this Amendment, (a) each of the representations and warranties made by any Loan
Party in or pursuant to the Loan Documents are true and correct in all material
respects on and as of the date hereof as if made on and as of such date, except
to the extent that such representations and warranties refer to an earlier date,
in which case they are true and correct in all material respects as of such
earlier date and (b) no Default or Event of Default has occurred and is
continuing.
5. Continuing Effect of the Credit Agreement. This Amendment shall not
constitute an amendment of any provision of the Credit Agreement not expressly
referred to herein and shall not be construed as a waiver or consent to any
Default, Event of Default or future action on the part of any Loan Party that
would require the consent of the Lenders or the Administrative Agent. As
expressly amended hereby, the provisions of the Credit Agreement are and shall
remain in full force and effect.
6. Counterparts. This Amendment may be executed by the parties hereto
in any number of separate counterparts (including facsimiled counterparts), each
of which shall be deemed to be an original, and all of which taken together
shall be deemed to constitute one and the same instrument.
7. Expenses. The Borrower agrees to pay or reimburse the Administrative
Agent for all of its reasonable out-of-pocket costs and expenses incurred in
connection with the preparation, negotiation and execution of this Amendment,
including, without limitation, the reasonable fees and disbursements of counsel
to the Administrative Agent.
8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
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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.
DLI HOLDING II CORP.
By:
Name:
Title:
DEL LABORATORIES, INC
By:
Name:
Title:
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ BANK, N.A.,
as Administrative Agent
and as Lender
By:
Name:
Title:
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CONSENT
DATED AS OF NOVEMBER 29, 2006
The undersigned, as Subsidiary Guarantors under the Guarantee and
Collateral Agreement and, as applicable, as parties to the other Security
Documents hereby consent and agree to the foregoing Second Amendment and hereby
confirm and agree that (i) each of the Guarantee and Collateral Agreement and
the other Security Documents is, and shall continue to be, in full force and
effect and is hereby ratified and confirmed in all respects except that, upon
the effectiveness of, and on and after the date of, said Second Amendment, each
reference therein to the "Credit Agreement", "thereunder", "thereof" and words
of like import referring to the Credit Agreement, shall mean and be a reference
to the Credit Agreement as amended by said Second Amendment and (ii) each of the
Guarantee and Collateral Agreement and the other Security Documents and the
Collateral described therein does, and shall continue to, secure the payment and
performance of all of the Obligations as defined in the Guarantee and Collateral
Agreement, after giving effect to said Second Amendment.
DEL PHARMACEUTICALS, INC.
By:
---------------------------------------------
Name:
Title:
DEL PROFESSIONAL PRODUCTS, INC.
By:
---------------------------------------------
Name:
Title:
565 BROAD HOLLOW REALTY CORP.
By:
---------------------------------------------
Name:
Title:
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Signature page to the Second Amendment, dated as
of November 29, 2006, to the DEL LABORATORIES,
INC. Credit Agreement
[Name of Lender]
By:
--------------------------------------
Name:
Title:
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