CONFORMED COPY
FIRST AMENDMENT AND CONSENT NUMBER 1
FIRST AMENDMENT AND CONSENT NUMBER 1, dated as of January 9, 1997
(this "Amendment"), to the Amended and Restated Credit Agreement, dated as of
January 24, 1996 (as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among Revlon Consumer Products Corporation, a
Delaware corporation (the "Company"), the Borrowing Subsidiaries from time to
time parties thereto (the "Borrowing Subsidiaries"; collectively with the
Company, the "Borrowers"), the financial institutions from time to time parties
thereto (the "Lenders"), the Arranger named therein, the Co-Agents named
therein, Citibank, N.A., as documentation agent (in such capacity, the
"Documentation Agent"), and The Chase Manhattan Bank (formerly known as
Chemical Bank), as administrative agent (in such capacity, the "Administrative
Agent").
W I T N E S S E T H :
WHEREAS, the Company has entered into the Agreement and Plan of
Merger, dated as of November 27, 1996 (the "Merger Agreement"), with The
Cosmetic Center, Inc. ("Cosmetic Center") and Prestige Fragrance & Cosmetics,
Inc. ("PFC"), pursuant to which PFC is to be merged with and into Cosmetic
Center (or a subsidiary thereof) and Cosmetic Center is to be the surviving
entity of such merger (the "Cosmetic Center Merger");
WHEREAS, in connection with the Cosmetic Center Merger, the Company
has requested that the Agents and the Lenders amend certain provisions of the
Credit Agreement, as more fully described herein;
WHEREAS, the Company has requested that the Agents and the Lenders
consent to certain other transactions, as more fully described herein;
WHEREAS, the Agents and the Lenders are willing to amend such
provisions and consent to such transactions, but only upon the terms and
subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the Company, the Agents and the Lenders hereby
agree as follows:
1. Definitions. All terms defined in the Credit Agreement shall have
such defined meanings when used herein unless otherwise defined herein.
2. Amendment of Subsection 1.1. Subsection 1.1 of the Credit Agreement
hereby is amended by:
(a) deleting therefrom, in its entirety, the definition of the term
"Subsidiary"; and
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(a) inserting therein, in proper alphabetical order, the following new defined
terms:
"Cosmetic Center Merger" shall mean the merger of Prestige
Fragrance & Cosmetics, Inc. with and into The Cosmetic Center, Inc.
(or any wholly-owned Subsidiary thereof) substantially upon the terms
described in the Agreement and Plan of Merger, dated as of November
27, 1996, among The Cosmetic Center, Inc., the Company and Prestige
Fragrance & Cosmetics, Inc.
"Subsidiary" of any Person shall mean a corporation or other
entity of which shares of stock or other ownership interests having
ordinary voting power (other than stock or other ownership interests
having such power only by reason of the happening of a contingency) to
elect a majority of the directors of such corporation, or other
Persons performing similar functions for such entity, are owned,
directly or indirectly, by such Person; provided that, (a) unless
otherwise qualified, all references to a "Subsidiary" or to
"Subsidiaries" in this Agreement shall refer to a Subsidiary or
Subsidiaries of the Company, (b) unless otherwise qualified, all
references to a "wholly owned Subsidiary" or to "wholly pledged
Subsidiaries" in this Agreement shall refer to a Subsidiary or
Subsidiaries of the Company of which the Company directly or
indirectly owns all of the capital stock or other equity interests
(other than directors' qualifying shares) and (c) from and after the
consummation of the Cosmetic Center Merger, The Cosmetic Center, Inc.
and each of its Subsidiaries shall be deemed not to constitute a
"Subsidiary" of the Company for any purpose under this Agreement
(including, without limitation, the calculation of compliance with the
financial covenants contained in subsection 13.1), other than:
(x) the representations and warranties contained in
subsections 10.7, 10.8, 10.24, 10.28;
(y) the Defaults and Events of Default contained in Section
14(g), (m), (n) and (o); and
(z) the provisions of subsections 9.4 (with respect to any
Net Proceeds Event in respect of capital stock of The Cosmetic
Center, Inc., with The Cosmetic Center, Inc. being deemed to be a
Subsidiary of the Company for purposes of the definition of the
term "Net Proceeds Event") and 12.11 (with respect to capital
stock or other equity interests of The Cosmetic Center, Inc., but
not of any Subsidiaries thereof);
3. Amendment of Subsection 10.30. Subsection 10.30 of the Credit
Agreement hereby is amended by deleting clause (b) thereof in its entirety and
by substituting therefor the following:
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(b) Neither the Company nor any of its Domestic Subsidiaries
maintains any Inventory (as defined in the Company Security Agreement or
the Subsidiary Security Agreement, as the case may be) with respect to
which the Administrative Agent does not possess a perfected, first priority
security interest, other than (i) any such Inventory with respect to which
the Agent holds a perfected security interest which is subject only to
prior Liens which are permitted to encumber such Inventory pursuant to
subsection 13.3 and (ii) any such inventory which is maintained by the
Company and its Subsidiaries at a location at which the book value of all
such inventory does not exceed $1,000,000 in the aggregate.
4. Amendment of Subsection 12.1. Subsection 12.1 of the Credit
Agreement hereby is amended by inserting therein as a new clause (d) the
following:
(d) as soon as available, but in any event within 45 days after
the end of each fiscal quarter of each fiscal year of the Company (or, in
the case of the fourth fiscal quarter of each fiscal year, within 90 days
after the end thereof), a copy of (i) the unaudited consolidated balance
sheet of each of the Company and its Subsidiaries (other than The Cosmetic
Center, Inc. and its Subsidiaries) and The Cosmetic Center, Inc. and its
Subsidiaries as at the end of each such quarter, (ii) the related unaudited
consolidated statements of operations and of cash flows for the portion of
the fiscal year through such date and (iii) the related unaudited
consolidated statements of operations for such quarterly period, certified
(subject to normal year-end audit adjustments) by a Responsible Officer of
the Company; provided that the financial statements delivered with respect
to The Cosmetics Center, Inc. and its Subsidiaries for the fourth fiscal
quarter of each fiscal year shall be certified without a "going concern" or
like qualification or exception, or qualification arising out of the scope
of the audit, by independent certified public accountants of nationally
recognized standing;
5. Amendment of Subsection 13.2(d). Subsection 13.2(d) of the Credit
Agreement hereby is amended by deleting clause (d) thereof in its entirety and
by substituting therefor the following:
(d) Indebtedness (i) of the Company to any of its wholly-owned
Subsidiaries, (ii) of any wholly-owned Subsidiary of the Company to any
other wholly-owned Subsidiary of the Company and (iii) of any wholly-owned
Subsidiary of the Company to the Company;
6. Amendment of Subsection 13.5. Subsection 13.5 of the Credit
Agreement hereby is amended by:
(a) deleting the word "and" which appears at the end of clause (a) thereof;
(b) deleting the period which appears at the end of clause (b) thereof and by
substituting therefor a semi-colon, followed by the word "and"; and
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(c) inserting therein as a new clause (c) thereof the following:
(c) the Company may consummate the Cosmetic Center Merger.
7. Amendment of Subsection 13.7. Subsection 13.7 of the Credit
Agreement hereby is amended by deleting clause (a)(iv) thereof in its entirety
and by substituting therefor the following:
(iv) Restricted Payments made from time to time to finance (A) the
purchase by Revlon of its common stock (for not more than market price) in
connection with the delivery of such common stock to grantees under any
stock option plan maintained by it upon the exercise by such grantees of
stock options or stock appreciation rights settled with common stock or
upon the grant of shares of common stock pursuant thereto and (B) the
payment by Revlon of amounts owing in respect of stock appreciation rights
and performance units under any such stock option plan; provided that (x)
the sum of (i) the aggregate amount of Restricted Payments made pursuant to
this clause (iv) and (ii) the aggregate amount of open-market purchases of
common stock of Revlon, Inc. under subsection 13.8(h), does not exceed
$6,000,000 in any year and (y) amounts available pursuant to this clause
(iv) to be utilized for Restricted Payments during any year which are not
utilized during such year may be carried forward and utilized in any
succeeding year;
8. Amendment of Subsection 13.8. Subsection 13.8 of the Credit
Agreement hereby is amended by:
(a) deleting the word "and" which appears at the end of clause (e) thereof;
(b) deleting the period which appears at the end of clause (f) thereof and by
substituting therefor a semi-colon; and
(c) inserting therein as new clauses (g) and (h) thereof the following:
(g) the Company and its Subsidiaries may make or commit to make
investments in The Cosmetic Center, Inc. in connection with the
consummation of the Cosmetic Center Merger; and
(h) the Company may make investments in open-market purchases of
common stock of Revlon, Inc. to the extent necessary to permit the
Company to satisfy its obligations under its "excess 401-K plan" for
highly compensated employees; provided that (i) the sum of (A) the
aggregate amount of Restricted Payments made pursuant to subsection
13.7(a)(iv) and (B) the aggregate amount of such purchases under this
subsection 13.8(h), does not exceed $6,000,000 in any year and (ii)
amounts available pursuant to this subsection 13.8(h) to be
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utilized for investments during any year which are not utilized during
such year may be carried forward and utilized in any succeeding year.
9. Consents. (a) The Agents and the Lenders hereby (i) consent to the
release of Prestige Fragrance & Cosmetics, Inc. (and The Cosmetic Center, Inc.,
as successor thereto) from its obligations under the Subsidiaries Guarantee,
the Subsidiary Security Agreement and the Intellectual Property Security
Documents to which it is party immediately upon the consummation of the
Cosmetic Center Merger and (ii) authorize and instruct the Administrative Agent
to execute and deliver such documents, instruments and agreements (including,
without limitation, Uniform Commercial Code termination statements) as may
reasonably be requested by the Company in order to effectuate such release.
(b) The Agents and the Lenders hereby authorize and instruct the
Administrative Agent to execute and deliver such documents, instruments and
agreements as may reasonably be requested by the Company (or as otherwise may
be desirable) in order to amend the definitive documentation governing the
pledge to the Administrative Agent of the capital stock of Prestige Fragrance &
Cosmetics, Inc. such that, upon consummation of the Cosmetic Center Merger, the
Administrative Agent shall hold a first priority, perfected security interest
in all of the issued and outstanding capital stock of The Cosmetic Center, Inc.
which is owned by the Company and its Subsidiaries.
(c) The Lenders hereby authorize and instruct the Administrative Agent
to take such action and execute such documents, instruments and agreements as
reasonably may be necessary in order that, upon the consummation of the
Cosmetic Center Merger, (i) each reference to "Prestige Fragrance & Cosmetics,
Inc." contained in the Collateral Agency Agreement (Bank Obligations) or the
Credit Agreement shall be a reference to "The Cosmetic Center, Inc." and (ii)
the Intercreditor Agreement shall be amended to reflect the consummation of the
Cosmetic Center Merger and such amendments to the Collateral Agency Agreement
(Bank Obligations).
10. Consent to Xxxx Xxxxxxx Sale. The Agents and the Lenders hereby
consent that the sale by the Company and its Subsidiaries of the trademark
"Xxxx Xxxxxxx" and certain related assets shall be deemed to constitute a
Specified Disposition for purposes of the Credit Documents; provided that the
aggregate consideration received by the Company and its Subsidiaries on account
of such sale (other than the sale of any inventory relating to the Xxxx Xxxxxxx
trademark) is not more than $350,000.
11. Conditions to Effectiveness. This Amendment shall become effective
on and as of the date that the Administrative Agent shall have received
counterparts of this Amendment, duly executed by the Company, the Majority
Lenders and each Fronting Lender, and duly acknowledged and consented to by
each Guarantor, Grantor and Pledgor (other than the Company); provided that it
also shall be a condition to the effectiveness of clauses (a) and (b) of
Section 9 hereof that the Administrative Agent shall have received counterparts
of this
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Amendment, duly executed by Lenders holding not less than 85% of the Aggregate
Commitment.
12. Representations and Warranties. The Company, as of the date hereof
and after giving effect to the amendment contained herein, hereby confirms,
reaffirms and restates the representations and warranties made by it in Section
10 of the Credit Agreement and otherwise in the Credit Documents to which it is
a party; provided that each reference to the Credit Agreement therein shall be
deemed to be a reference to the Credit Agreement after giving effect to this
Amendment.
13. Reference to and Effect on the Credit Documents; Limited Effect.
On and after the date hereof and the satisfaction of the conditions contained
in Section 8 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 other Credit 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 hereby. 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 the Agents under any of the Credit
Documents, nor constitute a waiver of any provisions of any of the Credit
Documents. Except as expressly amended herein, all of the provisions and
covenants of the Credit Agreement and the other Credit Documents are and shall
continue to remain in full force and effect in accordance with the terms
thereof and are hereby in all respects ratified and confirmed.
14. Counterparts. This Amendment may be executed by one or more of the
parties hereto in any number of separate counterparts (which may include
counterparts delivered by facsimile transmission) and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. Any
executed counterpart delivered by facsimile transmission shall be effective as
for all purposes hereof.
15. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
REVLON CONSUMER PRODUCTS CORPORATION
By: /s/ Xxxxxx Xxxxx
-------------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President and Treasurer
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THE CHASE MANHATTAN BANK (formerly known
as Chemical Bank and as successor by
merger to The Chase Manhattan Bank, N.A.),
as Administrative Agent, as a Co-Agent
and as a Lender
By: /s/ Xxxx X. Xxxxxx
------------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
CITIBANK, N.A., as Documentation Agent
and as a Lender
By: /s/ Xxxxx Xxxxxxxx
------------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Attorney-in-Fact
XXX XXXXXX AMERICAN CAPITAL PRIME RATE
INCOME TRUST
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President and Director
GENERAL ELECTRIC CAPITAL CORPORATION,
as a Co-Agent and as a Lender
By: /s/ Xxxxxxx XxXxxxxxx
------------------------------------------
Name: Xxxxxxx XxXxxxxxx
Title: Duly Authorized Signatory
8
BANK OF AMERICA ILLINOIS, as a Co-Agent
and as a Lender
By: /s/ L. Xxxxxx Xxxxxxx, III
------------------------------------------
Name: L. Xxxxxx Xxxxxxx, III
Title: Managing Director
CREDIT LYONNAIS NEW YORK BRANCH as a Co-Agent
By: /s/ Xxxxxxxxx Xxxxxx
------------------------------------------
Name: Xxxxxxxxx Xxxxxx
Title: Senior Vice President
CREDIT LYONNAIS CAYMAN ISLAND BRANCH, as
a Co-Agent
By:
------------------------------------------
Name:
Title:
CREDIT SUISSE, as a Co-Agent and as a Lender
By: /s/ Xxxx Xxxxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Managing Director
By: /s/ Xxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Associate
9
THE FIRST NATIONAL BANK OF BOSTON, as a
Co-Agent and as a Lender
By: /s/ Xxxxxxx X. Xxxx, Xx.
------------------------------------------
Name: Xxxxxxx X. Xxxx, Xx.
Title: Director
THE FUJI BANK, LIMITED, NEW YORK BRANCH,
as a Co-Agent and as a Lender
By: /s/ Xxxxx Xxxxxxxx
------------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President and Manager
THE LONG-TERM CREDIT BANK OF JAPAN,
LTD., LOS ANGELES Agency, as a Co-Agent and
as a Lender
By: /s/ Xxxx X. Xxxxxxxx
------------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Deputy General Manager
NATIONSBANK, N.A., as a Co-Agent and as
a Lender
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
THE TORONTO-DOMINION BANK, as a Co-Agent and
as a Lender
By: /s/ Xxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Manager, Credit Administration
00
XXXXXX XXXXXXXXX XX XXXXXXXX XXXXXXXXX
By: /s/ G. Xxxxx Xxxxxx
------------------------------------------
Name: G. Xxxxx Xxxxxx
Title: Vice President
By: /s/ Xxxxxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxxxxx X. Xxxxxxx
Title: Vice President
FIRST BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxx Xxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
CERES FINANCE, LTD.
By: /s/ Xxxxxx X. Xxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Director
STRATA FUNDING LTD.
By: /s/ Xxxxxx X. Xxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Director
AERIES FINANCE, LTD.
By: /s/ Xxxxxx Xxxxxxx
------------------------------------------
Name: Xxxxxx Xxx Xxxxxxx
Title: Director
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XXXXXXX XXXXX SENIOR FLOATING RATE FUND, INC.
By: /s/ R. Xxxxxxx Xxxxxxxxx
------------------------------------------
Name: R. Xxxxxxx Xxxxxxxxx
Title: Vice President
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management, L.P., as
Investment Advisor
By: /s/ R. Xxxxxxx Xxxxxxxxx
------------------------------------------
Name: R. Xxxxxxx Xxxxxxxxx
Title: Vice President
THE BANK OF NEW YORK
By: /s/ Xxxxx X. Xxxxx
------------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
PRIME INCOME TRUST
By:
------------------------------------------
Name:
Title:
PILGRIM AMERICA PRIME RATE TRUST
By: /s/ Xxxxxx Tiffen
------------------------------------------
Name: Xxxxxx Tiffen
Title: Senior Vice President
12
SENIOR DEBT PORTFOLIO
By: Boston Management and Research, as
Investment Advisor
By: /s/ Xxxxxx Xxxxxxxxx
------------------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
ABN-AMRO BANK, N.V.
By: /s/ Xxxxxxx O'X. Xxxxx
------------------------------------------
Name: Xxxxxxx O'X. Xxxxx
Title: Group Vice President
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Assistant Vice President
KEYPORT LIFE INSURANCE COMPANY
By: Chanceller LGT Senior Secured Management,
Inc., as Portfolio Advisor
By: /s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Director
MEDICAL LIABILITY MUTUAL INSURANCE
By: Chanceller LGT Senior Secured Management,
Inc., as Portfolio Advisor
By: /s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Director
13
ALLIED IRISH BANK
By: /s/ X. X. Xxxxxx
------------------------------------------
Name: X. X. Xxxxxx
Title: Vice President
By: /s/ X. X. Xxxxxxxxxx
------------------------------------------
Name: X. X. Xxxxxxxxxx
Title: Senior Vice President
ACKNOWLEDGEMENT AND CONSENT
dated as of January 9, 1997
Each of the undersigned (in its capacity as a Guarantor, Grantor
and/or Pledgor, as the case may be, under the Security Documents to which it is
a party) does hereby (a) consent, acknowledge and agree to the transactions
described in the foregoing Second Amendment and (b) after giving effect to such
Second Amendment, (i) confirms, reaffirms and restates the representations and
warranties made by it in each Credit Document to which it is a party, (ii)
ratifies and confirms each Security Document to which it is a party and (iii)
confirms and agrees that each such Security Document is, and shall continue to
be, in full force and effect, with the Collateral described therein securing,
and continuing to secure, the payment of all obligations of the undersigned
referred to therein; provided that each reference to the Credit Agreement
therein and in each of the other Credit Documents shall be deemed to be a
reference to the Credit Agreement after giving effect to such Second Amendment.
Each of the undersigned hereby further acknowledges and agrees that any
Acceptances created under the Credit Agreement shall, for all purposes under
the Security Documents, be deemed to constitute a Local Subsidiary Loan and be
secured, guaranteed or otherwise supported (as the case may be) as such.
XXXXXXXXX XX XXXXXXX, LTD.
ALMAY, INC.
APPLIED SCIENCE & TECHNOLOGIES INC.
ASTERION, INC.
XXXX XXXXX, INC.
XXXXXXXXXX PARFUMS LTD.
XXXXXXX OF THE RITZ GROUP LTD.
XXXXXXX XXXXXX INC.
COSMETIQUES HOLDINGS, INC.
XXXXX XXXXXX INC.
ETHEREA, INC.
FASHION & DESIGNER FRAGRANCE GROUP,INC.
FERMODYL PROFESSIONALS INC.
FIFTIETH FLOOR WORKSHOP, INC.
FRAGRANCE & BEAUTY PRODUCTS, INC.
GENERAL WIG MANUFACTURERS, INC.
INSPIRATIONS INC.
NEW ESSENTIALS LIMITED
XXXXXX PERFUMES, INC.
NORTH AMERICA REVSALE INC.
OXFORD PROPERTIES CO.
PACIFIC FINANCE & DEVELOPMENT CORP.
PPI TWO CORPORATION
PPI FOUR CORPORATION
PRESTIGE FRAGRANCE & COSMETICS, INC.
XXXXXXXX XXXXXXXXXX, LTD.
REALISTIC/ROUX PROFESSIONAL PRODUCTS
INC.
REVLON, INC.
REVLON COMMISSARY SALES, INC.
REVLON CONSUMER PRODUCTS CORPORATION
REVLON GOVERNMENT SALES, INC.
REVLON HOLDINGS INC.
REVLON INTERNATIONAL CORPORATION
REVLON PROFESSIONAL, INC.
REVLON PROFESSIONAL PRODUCTS INC.
REVLON RECEIVABLES SUBSIDIARY, INC.
REVLON RESEARCH CENTER, INC.
RIROS CORPORATION
RIT INC.
RLI HOLDINGS, INC.
RLL CORPORATION
ROUX LABORATORIES, INC.
VISAGE BEAUTE COSMETICS, INC.
By: /s/ Xxxxxx Xxxxx
------------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
