XXXX PERFUMES CORP.
C/O RENAISSANCE COSMETICS, INC.
000 XXXXXXX XXXXXX
XXX XXXX, XXX XXXX 00000
June 27, 1997
General Electric Capital Corporation
for itself, as Lender, and as Agent
000 Xxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000-0000
National City Commercial Finance, Inc.
0000 X. 0xx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxx 00000
PNC Bank N.A.
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Re: CREDIT AGREEMENT
Ladies and Gentlemen:
Reference is hereby made to that certain Credit Agreement, dated as of
March 12, 1997 (the "Credit Agreement"), by and among Xxxx Perfumes Corp.
("Borrower"), the other Credit Parties signatory thereto, General Electric
Capital Corporation, as Lender, and as Agent for Lenders (in such capacity
"Agent"), and the other Lenders signatory thereto from time to time.
Capitalized terms used herein and not otherwise defined have the meanings
assigned to them in the Credit Agreement.
Borrower, for and on behalf of itself and the other Credit Parties,
Agent and Lenders hereby agree that, notwithstanding anything to the contrary
in the Credit Agreement and other Loan Documents, (1) none of the
transaction/matters described on Schedule A hereto, individually (a "Schedule
A Matter") or in the aggregate (the "Schedule A Matters"), shall constitute a
Default or Event of Default under the Credit Agreement and other Loan
Documents on or before July 31, 1997, and (2) thereafter, each Schedule A
Matter shall constitute a Default or Event of Default only if such Schedule A
Matter has not previously been satisfied or provided for in a manner
satisfactory to Agent or waived by Agent and the Requisite Lenders.
To the extent the Credit Agreement provides a cure period with respect
to any of the Schedule A Matters, the Borrower, for and on behalf of itself
and the other Credit Parties, hereby waives such cure period(s).
[The Remainder of This Page Left Blank Intentionally]
Please acknowledge your agreement with the foregoing by signing and
returning the enclosed copy of this letter.
Very truly yours,
XXXX PERFUMES CORP.
By: /s/ XXXX X. XXXXXXX
---------------------------
Name: Xxxx X. Xxxxxxx
Title: Group Vice President
Acknowledged, Agreed to and Accepted by:
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ XXXXXXXX X. XXXXXX
------------------------------------
Name: Xxxxxxxx X. Xxxxxx, Xx.
Title: Duly Authorized Signatory
NATIONAL CITY COMMERCIAL FINANCE, INC.
By: /s/ XXXXXXXXX X. XXXXX
------------------------------------
Name: Xxxxxxxxx Xxxxx
Title: Vice President
---------------------------------
PNC BANK N.A.
By: /s/ XXXXX XXXXXXXX
------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
---------------------------------
SCHEDULE A
1. The following transactions:
a. the merger of Rosemint Cosmetics Company, Inc. (an inactive
Subsidiary), with and into MEM Company, Inc. ("MEM") (a Credit Party);
b. the merger of MEM International, Inc. (an active Subsidiary),
with and into MEM;
c. the merger of Xxxxxx of Milano, Ltd. (an inactive Subsidiary), with
and into MEM;
d. the formation of RCI China, Inc., a newly-formed, wholly-owned
Delaware subsidiary of Parent ("RCI China");
e. the investment of funds by Parent in RCI China an amount sufficient
to permit RCI China to meet its obligations under the Joint Venture
Agreement between itself, Xxxxxx Xxxxxxxxx Beauty Products (H.K.)
Limited and, for certain limited purposes, Xxxxxx Xxxxxxx, dated as of
March 31, 1997; and
f. the (i) contribution by the Borrower of all of the United Kingdom
inventory and molds acquired by Borrower from Procter & Xxxxxx and
in existence on and as of December 31, 1996 (the "UK Assets"), which
were valued at approximately $4.4 million, to the capital of Xxxx U.K.
Limited, a wholly-owned subsidiary of Borrower ("Xxxx UK") (the "UK
Assets Transfer"), and (ii) delivery by Xxxx UK of its own promissory
note in the principal amount of $1 million to Borrower as partial
payment for the UK Assets (the "Xxxx UK Note").
2. The following matters, all of which are referenced in the April 4, 1997
post-closing letter:
a. delivery to Agent of a tri-party pledged account agreement (in form
satisfactory to Agent) for the Chase Manhattan Bank (Delaware Account)
by July 11, 1997 or, if such agreement is not delivered by such date,
closing of the Delaware Account by July 31, 1997; and
b. perfection of the pledge of shares of Xxxx S.A., Tinkerbell U.K.
Limited and Perfumes Xxxx do Brasil, S.A., under the applicable laws
of Spain, the United Kingdom and Brazil, respectively.
