Exhibit 10.19
SECOND AMENDMENT AND FIRST WAIVER
SECOND AMENDMENT AND FIRST WAIVER, dated as of February 5,
2003 (this "Amendment"), to the Second Amended and Restated Credit Agreement
dated as of November 30, 2001 (as amended, supplemented or otherwise modified,
the "Credit Agreement"), among Revlon Consumer Products Corporation, a Delaware
corporation (the "Company"), the Local Borrowing Subsidiaries from time to time
parties thereto (together with the Company, the "Borrowers"), the financial
institutions from time to time parties thereto (the "Lenders"), Citibank, N.A.,
as documentation agent, X.X. Xxxxxx Securities Inc., as arranger, and JPMorgan
Chase Bank, as administrative agent (in such capacity, the "Administrative
Agent").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, pursuant to the Credit Agreement, the Lenders have
agreed to make, and have made, certain loans and other extensions of credit to
the Borrowers;
WHEREAS, MacAndrews & Forbes Holdings Inc., a Delaware
corporation, and/or an Affiliate thereof ("M&FH"), have agreed to extend
financing to the Company (the "M&FH Financing") in the form of (i) a
$100,000,000 senior unsecured multiple-draw term loan facility, (ii) the
purchase of up to $50,000,000 in aggregate purchase price of preferred stock of
Revlon, Inc. ("Revlon"), the net proceeds of which will be received by the
Company in the form of a Capital Contribution which preferred stock shall be
mandatorily redeemed upon the consummation of the rights offering described in
clause (iii) below and (iii) an investment in the capital stock of Revlon
pursuant to a rights offering, the net proceeds of which (to the extent paid in
cash in excess of the amount necessary to redeem in cash any Revlon preferred
stock previously purchased by M&FH as described in clause (ii) above) will be
received by the Company in the form of a Capital Contribution;
WHEREAS, in connection with the M&FH Financing, the Company
has requested that the Lenders amend certain provisions of the Credit Agreement
and waive certain Defaults and Events of Default that may occur under the Credit
Agreement; and
WHEREAS, the Lenders are willing to agree to the requested
amendments and waivers on the terms and conditions contained herein;
NOW THEREFORE, in consideration of the premises and mutual
covenants contained herein, the parties hereto hereby agree as follows:
Section 1. Defined Terms. Unless otherwise defined herein,
capitalized terms used herein which are defined in the Credit Agreement are used
herein as therein defined. Unless otherwise identified herein, Section and
subsection references refer to Sections and subsections of the Credit Agreement.
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Section 2. Waivers of Defaults and Events of Default. Subject
to the occurrence of the Second Amendment Effective Date, the Lenders hereby
waive:
(a) any Default or Event of Default (which shall be deemed not
to be continuing for all purposes of the Credit Agreement and the other Credit
Documents) arising by reason of the Company's failure to comply with the
Leverage Ratio set forth in subsection 11.1(a) of the Credit Agreement for the
four consecutive fiscal quarter period ended on December 31, 2002;
(b) until January 31, 2004, any Default or Event of Default
(which shall be deemed not to be continuing for all purposes of the Credit
Agreement and the other Credit Documents) arising by reason of the Company's
failure to comply with the Leverage Ratio set forth in subsection 11.1(a) of the
Credit Agreement for the four consecutive fiscal quarter period ending on
December 31, 2003;
(c) any Default or Event of Default (which shall be deemed not
to be continuing for all purposes of the Credit Agreement and the other Credit
Documents) arising by reason of the Company's failure to maintain the minimum
EBITDA set forth in subsection 11.1(c) of the Credit Agreement for the four
consecutive fiscal quarter period ended on December 31, 2002; and
(d) until January 31, 2004, any Default or Event of Default
(which shall be deemed not to be continuing for all purposes of the Credit
Agreement and the other Credit Documents) arising by reason of the Company's
failure to maintain the minimum EBITDA set forth in subsection 11.1(c) of the
Credit Agreement for the four consecutive fiscal quarter period ending on
December 31, 2003.
Section 3. Amendments to Subsection 1.1 (Defined Terms).
Subsection 1.1 of the Credit Agreement is hereby amended by:
(a) deleting therefrom the defined terms for "Applicable
Margin" and "Equity Offering" in their entireties and substituting in lieu
thereof the following new definitions:
""Applicable Margin" shall mean (a) with respect to Alternate
Base Rate Loans, 4.25% per annum and (b) with respect to all other
Loans, 5.25% per annum;
"Equity Offering" shall mean each sale, transfer, issuance or
other disposition (whether public or private) by the Company or any
Affiliate thereof of all or any portion of the capital stock or other
equity interests in any Person (other than a Subsidiary of the Company)
which has the assets of the Company or one or more Pledged Subsidiaries
as its only substantial operating assets, excluding the Revlon Rights
Offering and the Revlon Preferred Stock Subscription;" and
(b) deleting the second parenthetical that appears in the
definition of "Affiliate Subordination Letter" in its entirety and substituting
in lieu thereof the following new parenthetical:
"(including, without limitation, any Indebtedness under
subsection 11.2(n) incurred prior to the Second Amendment Effective
Date, but other than trade credit in the
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ordinary course of business, any Subordinated Intercompany Note, any
Capital Contribution Note, any Capital Gains Note, or on or after the
Second Amendment Effective Date, any Indebtedness in respect of the
Interim Financing, the M&FH Multiple-Draw Term Loan or any Indebtedness
permitted to be incurred pursuant to subsection 11.2(n))";
(c) deleting clause (a)(i) from the definition of "Net
Proceeds Event" in its entirety and substituting in lieu thereof the following
new clause (a)(i):
"(i) the incurrence by the Company or any of its Subsidiaries
of any Indebtedness for borrowed money (other than Indebtedness
permitted pursuant to paragraphs (a), (b) and (d) through (s) of
subsection 11.2, provided, that in the case of such Indebtedness
permitted under paragraph (s), a portion of the proceeds from the M&FH
Multiple-Draw Term Loan is applied to repay in full any borrowing
under, and to permanently reduce to zero any commitments then
outstanding under, the Interim Financing, if any);"; and
(d) adding the following new definitions in the appropriate
alphabetical order:
""Interim Financing" shall mean the unsecured interim
financing of up to $40,000,000, if any, provided to the Company by the
M&FH Lender prior to the Second Amendment Effective Date pursuant to
subsection 11.2(n);
"Liquidity" shall mean, at any time, the sum of the following
available amounts at such time: (a) Unrestricted Cash of the Company
and its Subsidiaries, (b) the funds available under the Multi-Currency
Commitments under this Agreement to the extent no Default or Event of
Default has occurred and is continuing hereunder, (c) funds available
under Indebtedness permitted pursuant to subsection 11.2(n) of this
Agreement to the extent such Indebtedness, including the commitment
with respect thereto, is evidenced by documentation reasonably
acceptable to the Administrative Agent, (d) funds available under the
M&FH Multiple-Draw Term Loan to the extent no default or event of
default has occurred and is continuing thereunder and (e) funds
available under the Revlon Preferred Stock Subscription to the extent
the conditions to the obligations of the M&FH Lender with respect
thereto are then being satisfied;
"M&FH Lender" shall mean M&FH, and/or an Affiliate thereof
(other than REV Holdings), that provides financing to the Company
pursuant to the Revlon Preferred Stock Subscription Agreement, the
Interim Financing, if any, or the M&FH Multiple-Draw Term Loan;
"M&FH Multiple-Draw Term Loan" shall mean the senior unsecured
multiple-draw term loan in an aggregate principal amount of up to
$100,000,000 provided to the Company by the M&FH Lender pursuant to the
Multiple-Draw Term Loan Agreement, substantially on the same terms as
those contained in the term sheet attached as Exhibit A to the Second
Amendment, between the Company and the M&FH Lender, as the same may be
amended, supplemented or otherwise modified from time to time to the
extent permitted by subsection 11.9;
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"Revlon Preferred Stock" shall mean 500 shares of Series C
non-voting, non-convertible, non-dividend preferred stock, par value
$0.01 per share, of Revlon that the M&FH Lender shall be obligated to
purchase (prior to and as an advance against the consummation of the
Revlon Rights Offering) upon Revlon's request pursuant to the Revlon
Preferred Stock Subscription Agreement, which preferred stock is
mandatorily redeemable upon the consummation of the Revlon Rights
Offering;
"Revlon Preferred Stock Subscription" shall mean the
obligation of the M&FH Lender to purchase from time to time prior to
the consummation of the Revlon Rights Offering the Revlon Preferred
Stock pursuant to the Revlon Preferred Stock Subscription Agreement for
an aggregate purchase price of up to $50,000,000 the net proceeds of
which shall be received by the Company in the form of a Capital
Contribution;
"Revlon Preferred Stock Subscription Agreement" shall mean the
agreement among Revlon, the Company and the M&FH Lender set forth in
the provisions of Section 2.6 of the Investment Agreement among Revlon,
the Company and the M&FH Lender providing for the Revlon Preferred
Stock Subscription, substantially on the same terms as those contained
in the term sheet attached as Exhibit B to the Second Amendment, as
such provisions may be amended, supplemented or otherwise modified from
time to time to the extent permitted by subsection 11.9;
"Revlon Rights Offering" shall mean the investment by M&FH,
and/or an Affiliate thereof (other than REV Holdings), and others in
the class A common stock of Revlon pursuant to a rights offering of up
to $50,000,000, the net proceeds of which (to the extent paid in cash
in excess of the amount necessary to redeem in cash any Revlon
Preferred Stock previously purchased by the M&FH Lender in accordance
with the Revlon Preferred Stock Subscription Agreement) shall be
received by the Company in the form of a Capital Contribution;
"Second Amendment" shall mean the Second Amendment and First
Waiver, dated as of February 5, 2003, to and under this Agreement;
"Second Amendment Effective Date" shall mean the Second
Amendment Effective Date as defined in the Second Amendment;
"Unrestricted Cash" shall mean cash and Cash Equivalents which
the Company or its Subsidiaries may utilize to fund working capital
requirements and which is not subject to a lien that restricts the
ability of the Company or its relevant Subsidiary to withdraw and use
such cash or Cash Equivalents (other than the Liens governed by the
Collateral Agency Agreement) and which does not consist of compensating
balances for Indebtedness permitted under this Agreement;".
Section 4. Amendment to Subsection 8.28 (Indebtedness Owing to
Affiliates). Subsection 8.28 of the Credit Agreement is hereby amended by
deleting therefrom the second parenthetical that appears therein in its entirety
and substituting in lieu thereof the following new parenthetical:
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"(not including any trade credit in the ordinary course of
business, any Subordinated Intercompany Note, any Capital Contribution
Note, any Capital Gains Note, or on or after the Second Amendment
Effective Date, any Indebtedness in respect of the Interim Financing,
the M&FH Multiple-Draw Term Loan or any Indebtedness permitted to be
incurred pursuant to subsection 11.2(n))".
Section 5. Amendment to Subsection 10.1 (Financial
Statements). Subsection 10.1 of the Credit Agreement is hereby amended by:
(a) adding (i) immediately after the phrase "at the end of
such fiscal year" in paragraph (a) thereof and (ii) at end of clause (i) in
paragraph (c) thereof, the following new parenthetical:
"(including a schedule setting forth the book value of all
domestic receivables, inventory, fixed assets and intellectual property
owned by the Company and the Grantors, on a consolidated basis)"; and
(b) deleting in clauses (ii) and (iii) of paragraph (b)
thereof "five-year model" and substituting in lieu thereof "two-year model".
Section 6. Amendment to Subsection 10.2 (Certificates; Other
Information). Subsection 10.2 of the Credit Agreement is hereby amended by
deleting "and" at the end of paragraph (e) thereof, re-lettering paragraph (f)
thereof as paragraph (h) and adding the following new paragraphs (f) and (g)
immediately after paragraph (e) therein:
"(f) promptly after the delivery of the same to the M&FH
Lender, any request for a purchase by the M&FH Lender of Revlon
Preferred Stock under the Revlon Preferred Stock Subscription
Agreement or a borrowing (i) under the M&FH Multiple-Draw Term Loan
or (ii) of Indebtedness permitted to be incurred pursuant to
subsection 11.2(n) on or after the Second Amendment Effective Date;
and
(g) within five Business Days following the last day of each
month in 2003, a certificate of a Responsible Officer of the Company
substantially in the form of Exhibit V; and".
Section 7. Amendment to Subsection 10.7 (Notices).
Subsection 10.7 of the Credit Agreement is hereby amended by deleting paragraph
(a) therefrom and adding the following new paragraph (a) in lieu thereof:
"(a) of the occurrence of any Default or Event of Default;
provided however, that with respect to any Default or Event of
Default arising under (i) Section 12(c) for failure to comply with
subsection 11.1(d) or (ii) Section 12(s), the Company will give
notice thereof to the Administrative Agent no later than the first
Business Day after its becoming aware of the occurrence of any
Default or Event of Default thereunder;".
Section 8. Amendment to Subsection 11.1 (Financial
Covenants). Subsection 11.1 of the Credit Agreement is hereby amended by:
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(a) deleting the table contained in paragraph (a) thereof in
its entirety and substituting in lieu thereof the following new table:
"Period Ratio
------ -----
12/31/01 through 12/31/02 1.40:1.00
12/31/03 and thereafter 1.10:1.00";
(b) deleting the phrase immediately preceding the first
proviso contained in paragraph (b) thereof and substituting in lieu thereof the
following new phrase:
"(b) Maximum Capital Expenditures. Permit the aggregate amount
of Capital Expenditures of the Company and its Subsidiaries during
any fiscal year of the Company to be more than $100,000,000, except
for the period from the Second Amendment Effective Date to and
including December 31, 2003, during which period the aggregate amount
of Capital Expenditures of the Company and its Subsidiaries shall not
exceed $115,000,000;";
(c) deleting the table contained in paragraph (c) thereof in
its entirety and substituting in lieu thereof the following new table:
"Period Amount
------ ------
12/31/01 through 3/31/02 $180,000,000
6/30/02 through 9/30/02 $185,000,000
12/31/02 $210,000,000
12/31/03 through 9/30/04 $230,000,000
12/31/04 and thereafter $250,000,000"; and
(d) adding the following new paragraphs (d) and (e) at the
end thereof:
"(d) Maintenance of Minimum Liquidity. Permit Liquidity of the
Company and its Subsidiaries as of the close of business on any
Business Day in the period from the Second Amendment Effective Date to
and including January 31, 2004 to be less than $20,000,000.
(e) Certificate of Compliance with Financial Covenants in
2003. Fail to deliver to the Administrative Agent prior to January 31,
2004, a certificate of a Responsible Officer of the Company certifying
the Company's compliance with the financial covenants contained in this
subsection 11.1 for the four consecutive fiscal quarter period ending
on December 31, 2003.".
Section 9. Amendment to Subsection 11.2 (Indebtedness).
Subsection 11.2 of the Credit Agreement is hereby amended by:
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(a) deleting paragraph (n) thereof in its entirety and
substituting in lieu thereof the following new paragraph (n):
"(n) Indebtedness of the Company to Affiliates in respect of
working capital loans actually received in cash by the Company in an
aggregate principal amount not to exceed $65,000,000 at any one time
outstanding; provided that (i) at the time of any incurrence of any
such Indebtedness on or after the Second Amendment Effective Date, the
M&FH Multiple-Draw Term Loan shall be fully drawn and the M&FH Lender
shall have purchased all shares of Revlon Preferred Stock pursuant to
the Revlon Preferred Stock Subscription (if the Revlon Rights Offering
shall not have been consummated), (ii) the rate of interest payable on
account of such Indebtedness shall be less than the rate then payable
on Eurodollar Loans hereunder and (iii) any such Indebtedness shall not
be repayable (and, in any event, shall not be repaid) prior to January
31, 2004 at any time when, after giving effect to such repayment, the
Company would not be in compliance with subsection 11.1(d);"; and
(b) deleting therefrom "and" at the end of paragraph (q) and
adding the following new paragraph (s) immediately after paragraph (r) thereof:
"(s) unsecured Indebtedness of the Company to the M&FH Lender
in respect of the M&FH Multiple-Draw Term Loan (and any increase in the
amount outstanding thereunder due to the accrual and capitalization of
interest in accordance with its terms);".
Section 10. Amendments to Subsection 11.9 (Limitation
on Payments on Account of Debt; Synthetic Purchase Agreements). Subsection 11.9
of the Credit Agreement is hereby amended by:
(a) deleting therefrom paragraph (a) in its entirety and
substituting in lieu thereof the following new paragraph (a):
"(a) amend, waive, supplement or otherwise modify in any
material respect (including without limitation, amendments of the
interest rate or payment terms thereof) (i) any Indenture or any
agreement governing the Subordinated Notes, (ii) the interest rate,
maturity date or other tenor, financial provisions or any other
provision, if the proposed amendment, waiver or supplement to such
other provision is adverse to the Lenders, of the Revlon Preferred
Stock Subscription Agreement (other than the termination of the
commitment thereunder in connection with the consummation of the Revlon
Rights Offering) or any agreement governing the Interim Financing
(other than its termination upon the closing of the M&FH Multiple-Draw
Term Loan), the M&FH Multiple-Draw Term Loan or Indebtedness permitted
to be incurred pursuant to subsection 11.2(n) on or after the Second
Amendment Effective Date, (iii) any Indebtedness permitted pursuant to
subsection 11.2(c) or (iv) any other Indebtedness not permitted
pursuant to the terms of this Agreement as in effect on the date hereof
but entered into with the consent of the Required Lenders;"; and
(b) deleting therefrom paragraph (b) in its entirety and
substituting in lieu thereof the following new paragraph (b):
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"(b) amend, waive, supplement or otherwise modify any
Subordinated Intercompany Note, any Capital Gains Note, any Capital
Contribution Note or any Affiliate Subordination Letter, provided that
any Affiliate Subordination Letter previously delivered by the M&FH
Lender in connection with the Interim Financing shall be terminated
automatically on the Second Amendment Effective Date, and provided
further that the terms of any Affiliate Subordination Letter may be
amended to the extent necessary to provide that such Affiliate
Subordination Letter shall not govern Indebtedness in respect of the
M&FH Multiple-Draw Term Loan or any Indebtedness permitted to be
incurred pursuant to subsection 11.2(n) on or after the Second
Amendment Effective Date;".
Section 11. Amendment to Subsection 11.13 (Limitation on
Negative Pledge Clauses). Subsection 11.13 of the Credit Agreement is hereby
amended by deleting therefrom the first parenthetical that appears therein in
its entirety and substituting in lieu thereof the following new parenthetical:
"(other than the Credit Documents and documents related to the
M&FH Multiple-Draw Term Loan and Indebtedness permitted to be incurred
pursuant to subsection 11.2(n) on or after the Second Amendment
Effective Date)".
Section 12. Amendments to Section 12 (Events of Default).
Section 12 of the Credit Agreement is hereby amended by:
(a) deleting therefrom paragraph (c) in its entirety and
substituting in lieu thereof the following new paragraph (c):
"(c) Certain Covenants. Default by the Company in the
observance or performance of any negative covenant or agreement
contained in Section 11 or the observance of any covenant or agreement
contained in subsection 10.13, provided however that in the case of any
default by the Company in the observance of subsection 11.1(d), such
default shall continue unremedied for a period of two Business Days;
or";
(b) deleting therefrom "; or" at the end paragraph (o),
substituting "," in lieu thereof and adding the following new proviso
immediately thereafter:
"provided that an Affiliate Subordination Letter shall not be
required to be delivered with respect to the M&FH Multiple-Draw Term
Loan or Indebtedness permitted to be incurred pursuant to subsection
11.2(n) on or after the Second Amendment Effective Date and any
Affiliate Subordination Letter previously delivered by the M&FH Lender
in connection with the Interim Financing shall be terminated
automatically on the Second Amendment Effective Date; or";
(c) deleting therefrom paragraph (q) in its entirety and
substituting in lieu thereof the following new paragraph (q):
"(q) Capital Contributions. (a) Revlon shall fail to make
Capital Contributions to the Company in a timely manner in the amount
equal to the Net Proceeds of (i) any Equity Offering, (ii) the Revlon
Preferred Stock Subscription and (iii) the Revlon Rights
9
Offering (but in the case of this clause (iii), only to the extent that
the Net Proceeds therefrom paid in cash exceed the amount necessary to
redeem in cash any Revlon Preferred Stock previously purchased by the
M&FH Lender in accordance with the Revlon Preferred Stock Subscription
Agreement); provided, however, that for purposes of this Section 12(q),
the term "Equity Offering" shall not include any Equity Offering made
by any Person (other than Revlon) of all or any portion of the capital
stock or other equity interests of Revlon;"; and
(d) adding "or" at the end of paragraph (r) thereof and adding
the following new paragraph (s) immediately after paragraph (r) thereof:
"(s) M&FH Multiple-Draw Term Loan, Indebtedness under
Subsection 11.2(n) and Revlon Preferred Stock. The M&FH Lender shall
have failed to fund (i) the M&FH Multiple-Draw Term Loan, (ii) any
binding commitments by the M&FH Lender to provide Indebtedness
permitted to be incurred pursuant to subsection 11.2(n) on or after the
Second Amendment Effective Date or (iii) a purchase of Revlon Preferred
Stock requested by Revlon on the date such funds are required to be
provided to the Company or Revlon, whichever the case may be, pursuant
to the documentation with respect to clause (i), (ii) or (iii) hereof,
whichever the case may be, which request shall be sent promptly to the
Administrative Agent pursuant to subsection 10.2(f) hereof;".
Section 13. New Exhibit V. The Credit Agreement is hereby
amended by adding a new Exhibit V thereto in the form attached hereto as
Exhibit C.
Section 14. Representations and Warranties. The Company, as of
the date hereof and after giving effect to the amendments contained herein,
hereby confirms, reaffirms and restates the representations and warranties made
by it in Section 8 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 a reference to the Credit Agreement after giving effect
to this Amendment.
Section 15. Conditions to Effectiveness. This Amendment shall
become effective as of the date (the "Second Amendment Effective Date") on which
(a) the Administrative Agent shall have received (i) counterparts of this
Amendment duly executed by the Company and the Required Lenders and duly
acknowledged and consented to by each Guarantor, Grantor and Pledgor, (ii)
executed copies of the Revlon Preferred Stock Subscription Agreement and the
M&FH Multiple-Draw Term Loan, with respect to which the conditions precedent
thereunder shall have been or shall be concurrently fully satisfied with respect
to the borrowing made to repay the Interim Financing, if any, (iii) for the
account of each Lender that approves this Amendment prior to 4:00 pm (New York
City time) on February 5, 2003, an amendment fee equal to 0.75% of the sum of
such Lender's Multi-Currency Commitment and such Lender's Term Loans outstanding
and (iv) an executed legal opinion from counsel to the Company, in form and
substance reasonably acceptable to the Administrative Agent and (b) the Interim
Financing, if any, shall have been or shall be concurrently repaid in full and
the commitments thereunder shall have been permanently reduced to zero. The
execution and delivery of this Amendment by any Lender shall be binding upon
each of its successors and assigns (including Transferees of its Commitments and
Loans in whole or in part prior to
10
effectiveness hereof) and binding in respect of all of its Commitments and
Loans, including any acquired subsequent to its execution and delivery hereof
and prior to the effectiveness hereof.
Section 16. 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 15 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.
Section 17. 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 an original for all purposes hereof. The execution and delivery
of this Amendment by any Lender shall be binding upon each of its successors and
assigns (including Transferees of its Commitments and Loans in whole or in part
prior to effectiveness hereof) and binding in respect of all of its Commitments
and Loans, including any acquired subsequent to its execution and delivery
hereof and prior to the effectiveness hereof.
Section 18. GOVERNING LAW, ETC. THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.
Section 19. Expenses. The Company agrees to pay or reimburse
the Administrative Agent for all of its out-of-pocket costs and expenses
incurred in connection with the preparation, negotiation and execution of this
Amendment, including, without limitation, the fees and disbursements of counsel
to the Administrative Agent.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered by their duly authorized officers as of
the date first written above.
REVLON CONSUMER PRODUCTS CORPORATION, as a Borrower
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President, General Counsel and Secretary
REVLON INTERNATIONAL
CORPORATION (UK Branch), as a Local Borrowing Subsidiary
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President and Secretary
REVLON AUSTRALIA PTY LIMITED, as a Local Borrowing
Subsidiary
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Attorney-in-Fact
EUROPEENNE DE PRODUITS DE BEAUTE, as a Local Borrowing
Subsidiary
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Attorney-in-Fact
REVLON K.K., as a Local Borrowing Subsidiary
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Attorney-in-Fact
REVLON CANADA, INC., as a Local Borrowing Subsidiary
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President and Secretary
REVLON (HONG KONG) LIMITED, as a Local Borrowing Subsidiary
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Attorney-in-Fact
REVLON S.p.a., as a Local Borrowing Subsidiary
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Director
JPMORGAN CHASE BANK, as Administrative Agent and as a Lender
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Name: Xxxx X. Xxxxxx
Title: Managing Director
CITIBANK, N.A., as Documentation Agent and as a Lender
By: /s/ F. R. Xxxx
--------------------------------
Name: F. R. Xxxx
Title: Vice President
TRANSAMERICA BUSINESS CAPITAL CORPORATION
-----------------------------------------
Name of Lender
By: /s/ Xxxxx Xxxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxxx
Title: Executive Vice President
Allied Irish Banks, p.l.c
----------------------------------
Name of Lender
By: /s/ Xxxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Senior Vice President
By: /s/ Xxxxxx Xxxxxx
--------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
Bank of America, N.A
------------------------------------------
Name of Lender
By: /s/ Xxxxxxx X. XxXxxxxx
--------------------------------------
Name: Xxxxxxx X. XxXxxxxx
Title: Managing Director
BLACK DIAMOND CLO 1998-1 LTD.
------------------------------------------
Name of Lender
By: /s/ Xxxx Xxxx
--------------------------------------
Name: Xxxx Xxxx
Title: Director
BLACK DIAMOND CLO 2000-1 LTD.
------------------------------------------
Name of Lender
By: /s/ Xxxx Xxxx
--------------------------------------
Name: Xxxx Xxxx
Title: Director
BLACK DIAMOND INTERNATIONAL FUNDING, LTD.
------------------------------------------
Name of Lender
By: /s/ Xxxxx Xxxx
--------------------------------------
Name: Xxxxx Xxxx
Title: Director
LONG LANE MASTER TRUST IV
By: Fleet National Bank as Trust
Administrator
--------------------------------------
Name of Lender
By: /s/ Xxxxx Xxxxxx
--------------------------------------
Name: Xxxxx Xxxxxx
Title: Managing Director
TRS 1 LLC
By: /s/ Xxxxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Vice President
Credit Suisse First Boston
-------------------------------------
Name of Lender
By: /s/ SoVonna Day-Xxxxx
---------------------------------
Name: SoVonna Day-Xxxxx
Title: Vice President
By: /s/ Xxxxxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxxxxx Xxxxxxx
Title: Associate
Fidelity Advisor Series II: Fidelity
Advisor Floating Rate High Income Fund
--------------------------------------------
Name of Lender
By: /s/ Xxxx X. Xxxxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Assistant Treasurer
--------------------------------------------
Fleet National Bank
By: /s/ X.X. Xxxxx
----------------------------------------
Name: X.X. Xxxxx
Title: Vice President
General Electric Capital Corporation
--------------------------------------------
Name of Lender
By: /s/ Xxxxxxx X. Xxxxxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Duly Authorized Signatory
GoldenTree High Yield Master Fund, Ltd.
By: GoldenTree Asset Management, L.P.
By: /s/ Xxxxxxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title:
GoldenTree High Yield Opportunities I, L.P.
By: GoldenTree Asset Management, L.P.
By: /s/ Xxxxxxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title:
GoldenTree High Yield Opportunities II, L.P.
By: GoldenTree Asset Management, L.P.
By: /s/ Xxxxxxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title:
XXXXXXX XXXXX CREDIT PARTNERS, L.P.
By: /s/ Xxxxxx Xxxxxxxxxx
----------------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Authorized Signatory
NATEXIS BANQUES POPULAIRES
--------------------------------------------
Name of Lender
By: /s/ Xxxxx X. Xxxxxx, Xx.
----------------------------------------
Name: Xxxxx X. Xxxxxx, Xx.
Title: Vice President & Group Manager
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Associate
OAK HILL CREDIT PARTNERS I, LIMITED
By: Oak Hill CLO Management I, LLC
As Investment Manager
By: /s/ Xxxxx X. Xxxxx
----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
OAK HILL SECURITIES FUND, L.P.
By: Oak Hill Securities GenPar, L.P.
its General Partner
By: Oak Hill Securities MGP, Inc.,
its General Partner
By: /s/ Xxxxx X. Xxxxx
----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
OAK HILL SECURITIES FUND II, L.P.
By: Oak Hill Securities GenPar II, L.P.
its General Partner
By: Oak Hill Securities MGP II, Inc.,
its General Partner
By: /s/ Xxxxx X. Xxxxx
----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
PRESIDENT & FELLOWS OF HARVARD COLLEGE
By: Regiment Capital Management, LLC
as its Investment Advisor
By: Regiment Capital Advisors, LLC
its Manager and pursuant to delegated
authority
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxxxx
President
REGIMENT CAPITAL, LTD
By: Regiment Capital Management, LLC
as its Investment Advisor
By: Regiment Capital Advisors, LLC
its Manager and pursuant to delegated
authority
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxxxx
President
XXX XXXXXX
PRIME RATE INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
--------------------------------------------
Name of Lender
By: /s/ Xxxxxxxxx Xxxxxxxx
----------------------------------------
Name: Xxxxxxxxx Xxxxxxxx
Title: Vice President
XXX XXXXXX
SENIOR INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
--------------------------------------------
Name of Lender
By: /s/ Xxxxxxxxx Xxxxxxxx
----------------------------------------
Name: Xxxxxxxxx Xxxxxxxx
Title: Vice President
ACKNOWLEDGEMENT AND CONSENT
Dated as of February 5, 2003
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.
ALMAY, INC.
XXXXXXX OF THE RITZ GROUP LTD.
XXXXXXX XXXXXX INC.
COSMETICS & MORE INC.
NORTH AMERICA REVSALE INC.
PPI TWO CORPORATION
REVLON CONSUMER CORP.
REVLON DEVELOPMENT CORP.
REVLON GOVERNMENT SALES, INC.
REVLON INTERNATIONAL CORPORATION
REVLON PRODUCTS CORP.
REVLON REAL ESTATE CORPORATION
RIROS CORPORATION
RIROS GROUP INC.
RIT INC.
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President and Secretary
REVLON, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President, General
Counsel, and Secretary
Exhibit A
REVLON CONSUMER PRODUCTS CORPORATION
SUMMARY TERM SHEET
$100,000,000 SENIOR UNSECURED MULTIPLE-DRAW TERM LOAN FACILITY
THE TERM LOAN FACILITY
----------------------
Borrower: Revlon Consumer Products Corporation (the
"Company").
Lender: MacAndrews & Forbes Holdings Inc.
Amount: $100,000,000 multiple-draw term loan facility
(the "Term Loan Facility;" each loan made under
the Term Loan Facility, a "Loan" and
collectively, the "Loans").
Ranking: The Loans will be senior unsecured debt (i)
ranking pari passu in right of payment with (but
subject to the prior rights in collateral of) the
Company's existing bank credit agreement (the
"Bank Credit Agreement") and secured senior note
indenture, (ii) ranking pari passu in right of
payment with the Company's existing unsecured
senior note indentures, and (iii) constituting
"Senior Debt" under the Company's existing senior
subordinated note indenture.
Maturity Date: December 1, 2005 (the "Maturity Date").
Use of Proceeds: To provide working capital for the Company and
its subsidiaries and for other general corporate
purposes.
Availability: The Term Loan Facility will be available for
borrowings from time to time during the period
from the date on which the conditions precedent
to the initial loan are satisfied (the "Closing
Date") through the Maturity Date so long as the
aggregate principal amount of Loans (excluding
any capitalized interest) (the "Base Principal")
made under the Term Loan Facility does not exceed
$100,000,000; provided, that no Loan shall be
made if the Aggregate Multi-Currency Commitment
(as defined in the Bank Credit Agreement)
(excluding any undrawn portions of the Currency
Sublimits (as defined in the Bank Credit
Agreement) in an aggregate amount not to exceed
the amount reasonably determined by the Company
to be advisable to be maintained in order to
provide the flexibility the Local Borrowers (as
defined in the Bank Credit Agreement) require
from time to time to borrow in non-Dollar
currencies) has not been substantially drawn
after giving effect to any revolving loans to be
made
2
under the Bank Credit Agreement, and any
letters of credit to be issued under the Bank
Credit Agreement, substantially concurrently with
such Loan.
Interest Rate and Payment: The aggregate principal amount of the Loans
outstanding from time to time (as the same may be
increased in accordance with the next sentence)
will bear interest at a rate per annum equal to
12.0%. Accrued interest will not be payable in
cash prior to the Maturity Date, but instead will
be added to the outstanding principal balance of
the Loans quarterly on March 31, June 30,
September 30 and December 31 of each year. All
accrued interest and principal will be payable in
full in cash on the Maturity Date. Interest will
be computed on the basis of a 365 (or 366, as the
case may be) day year for the actual days
elapsed. If any amount owing under the Term Loan
Facility is not paid when due, such amount will
bear interest at a rate per annum equal to 14.0%
until paid in full.
Amortization: None
Optional Prepayment: Loans may be prepaid in whole or in part at any
time without premium or penalty unless such
prepayment is prohibited under the terms of the
Bank Credit Agreement. Any amount of any Loan so
prepaid may not be reborrowed.
Mandatory Prepayment: Upon the occurrence of a Change of Control (as
defined in the indenture for the Company's 9%
Senior Notes due 2006 as in effect on the date
hereof) the Loans shall be prepaid in full,
together with all capitalized interest and
accrued and unpaid interest thereon.
Fees: None
Collateral: None
Guaranties: None
CERTAIN CONDITIONS AND REPRESENTATIONS AND WARRANTIES:
------------------------------------------------------
Conditions to
Effectiveness: The effectiveness of the Term Loan Facility will
be subject to the following:
3
(a) negotiation and execution of a definitive
loan agreement mutually acceptable to the
Lender and the Company (the "Loan
Agreement");
(b) approval of the Board of Directors of
Revlon, Inc. upon the recommendation of the
Special Committee thereof; and
(c) receipt of an amendment to the Bank Credit
Agreement to the extent necessary to permit
the Company to enter into and borrow under
the Loan Agreement.
Conditions to all Loans: In addition to the conditions set forth under
"Availability" above, the making of each Loan
will be conditioned only upon (a) all
representations and warranties in the Loan
Agreement being true and correct in all material
respects and (b) there being no Event of Default
(as defined below) in existence at the time of,
or after giving effect to, the making of such
Loan.
Representations and
Warranties: The representations and warranties will be
limited to the following:
o Due incorporation and good standing;
o Due authorization, execution and delivery
of the Loan Agreement;
o Enforceability of the Loan Agreement;
o No consent, approval or filing necessary
for the Loan Agreement which has not been
obtained; and
o No conflict of the Loan Agreement with laws
or other existing agreements to which the
Company is subject or bound, to the extent
any such conflict would cause the Company
to be in breach of, or to violate, such
laws or other agreements.
CERTAIN COVENANTS AND EVENTS OF DEFAULT: The Loan Agreement will include the
following affirmative and negative covenants and events of default applicable to
the Company and its subsidiaries (which will be subject, in each case, to
exceptions and baskets to be mutually agreed upon and be substantially identical
to those set forth in the indenture for the Company's 9% Senior Notes due 2006
as in effect on the date hereof):
Covenants: 1. Limitation on debt;
2. Limitation on liens;
3. Limitation on restricted payments;
4
4. Limitation on restrictions on distributions
from subsidiaries;
5. Limitation on sales of assets and subsidiary
stock;
6. Limitation on transactions with affiliates;
7. Change of control;
8. Successor company; and
9. Further assurances.
Events of Default: o Nonpayment of principal when due or
interest within 30 days after due;
o Failure to comply with covenant described
in clause (8) above;
o Failure to comply with covenants described
in clauses (1) through (7) above, which
failure continues for 30 days after notice;
o Failure to comply with any other material
covenant or agreement under the Loan
Agreement, which failure continues for 60
days after notice;
o Debt of the Company or any significant
subsidiary in excess of $25,000,000 is not
paid at maturity or is accelerated because
of a default, and such default continues
for 10 days after notice;
o Certain bankruptcy events with respect to
the Company or any significant subsidiary;
and
o Any judgment for payment of money in excess
of $25,000,000 is entered against the
Company or a significant subsidiary and is
not discharged, unless certain conditions
are met.
CERTAIN OTHER TERMS
-------------------
Assignments: The Lender may not assign any of its rights or
obligations under the Loan Agreement.
Governing Law: State of New York.
Fees and Expenses: The Company will reimburse the Lender for its
legal expenses relating to the Term Loan Facility
and the Loan Agreement.
Indemnification: The Company will indemnify the Lender for any
claims arising as a result of the financing
contemplated hereby subject to customary
limitations.
Exhibit B
REVLON, INC.
SUMMARY TERM SHEET
------------------
$50,000,000 Series C Preferred Investment
-----------------------------------------
Investor: MacAndrews & Forbes Holdings Inc. (the
"Investor")
Issuer: Revlon, Inc. (the "Company")
Type of Security: Shares of the Company's Series C Preferred Stock,
$0.01 par value per share (the "Series C
Preferred").
Definitive Documentation: The Series C Preferred shall be issued and sold
in the manner contemplated by an investment
agreement (the "Investment Agreement"), by and
among the Company, Revlon Consumer Products
Corporation ("RCPC") and the Investor.
The rights, preferences and privileges of the
Series C Preferred will be set forth in a
Certificate of Designations in form and substance
reasonably acceptable to the Investor.
Maximum Amount of Investment: $50,000,000
Price Per Share: $100,000
Conditions Precedent: The Investor shall not be required to purchase
the Series C Preferred (each purchase, an
"Advance Purchase") unless (i) the Aggregate
Multi-Currency Commitment (as defined in RCPC's
credit agreement (the "Bank Credit Agreement"))
(excluding any undrawn portions of the Currency
Sublimits (as defined in the Bank Credit
Agreement) in an aggregate amount not to exceed
the amount reasonably determined by RCPC to be
advisable to be maintained in order to provide
the flexibility the Local Borrowers (as defined
in the Bank Credit Agreement)
require from time to time to borrow in non-Dollar
currencies) has been substantially drawn after
giving effect to any revolving loans to be made
under the Bank Credit Agreement, and any letters
of credit to be issued under the Bank Credit
Agreement, substantially concurrently with such
issuance of Series C Preferred, (ii) the
availability under the $100,000,000 multi-draw
term loan facility extended by the Investor to
the Company (the "Term Loan Facility"), after
giving effect to any loan to be made under the
Term Loan Facility substantially concurrently
with such issuance of Series C Preferred, is not
greater than zero, (iii) all approvals necessary
for the consummation of the transactions
contemplated by the Investment Agreement,
including the issuance of the Series C Preferred,
shall have been obtained, (iv) the Company shall
have performed each of its obligations under the
Investment Agreement required to be performed by
it at or prior to the applicable Advance Purchase
Date (as defined below) and the representations
and warranties of the Company contained in the
Investment Agreement shall be true and correct at
and as of the applicable Advance Purchase Date as
if made at and as of such applicable Advance
Purchase Date, and (v) there shall not have
occurred and be occurring an Event of Default (as
such term is defined in the Term Loan Facility),
either before or after giving effect to such
Advance Purchase, under the Term Loan Facility.
Terms of Investment Prior to the consummation of the Company's rights
offering (the "Rights Offering"), from time to
time on one or more occasions, the Company may
request that the Investor purchase, and the
Investor shall purchase, shares of Series C
Preferred; provided, that the Company shall
deliver to the Investor written notice (an
"Advance Purchase Notice") no less than three (3)
business days prior to the date of the Advance
Purchase (the "Advance Purchase Date").
On each Advance Purchase Date, the Investor will
make an Advance Purchase equal to the lesser of
(i) the purchase price set forth in such Advance
Purchase Notice, and (ii) $50,000,000 less the
aggregate purchase price of all previous Advance
Purchases.
2
Ranking: The Series C Preferred shall, with respect to
rights to distributions upon the liquidation,
winding-up or dissolution of the Company, rank
senior to all classes of common stock, par value
$0.01 per share of the Company (the "Common
Stock"), pari passu with the Company's Series A
Preferred Stock, par value $0.01 per share, and
junior to the Company's Series B Preferred Stock,
par value $0.01 per share.
Conversion: The Series C Preferred is not convertible.
Rights, Preferences, (1) Dividend Provisions: The holders of Series C
Privileges and Restrictions Preferred shall not be entitled to receive any
of Series C Preferred: dividends.
(2) Liquidation Rights: (a) Upon any liquidation,
dissolution or winding up of the affairs of the
Company, whether voluntary or involuntary
(collectively, a "Liquidation"), no distribution
shall be made to the holders of the Common Stock
or any other class or series of capital stock of
the Company ranking junior to the Series C
Preferred (collectively referred to as the
"Junior Stock") unless, prior to any such
distribution, the holders of the Series C
Preferred shall have received in cash, out of the
assets of the Company available for distribution
to its stockholders, after satisfaction of the
Company's indebtedness and other liabilities (the
"net assets"), whether such assets are capital or
surplus and whether any dividends as such are
declared, the amount of $100,000 per share for
each outstanding share of Series C Preferred. In
the event of any Liquidation of the Company,
after payment in cash shall have been made to the
holders of shares of Series C Preferred of the
full amount to which they shall be entitled as
aforesaid, the holders of any class of Junior
Stock shall be entitled, to the exclusion of the
holders of shares of Series C Preferred Stock, to
share according to their respective rights and
preference in all remaining assets of the Company
available for distribution to its stockholders.
(b) If the net assets distributable in any
Liquidation to the holders of Series C Preferred
or any class or series of stock on a parity with
the Series C Preferred as to Liquidation (the
"Liquidation Parity Stock") are insufficient to
permit the payment to such holders of the full
preferential amounts to which they may be
entitled,
3
such assets shall be distributed ratably among
the holders of the Series C Preferred and such
Liquidation Parity Stock in proportion to the
full preferential amount each such holder would
otherwise be entitled to receive. Neither a
merger or consolidation of the Company with or
into any other company or companies nor a sale,
conveyance, exchange or transfer of all or any
part of the assets of or property of the Company
shall be deemed to be a Liquidation.
(3) Optional Redemption by Company: The Company
may, at its option, by resolution of its Board,
redeem at any time or from time to time, all or a
portion of the outstanding shares of Series C
Preferred at a cash redemption price equal to
$100,000 per share; provided, however, that no
such redemption shall be permitted at such time
as the terms and provisions of any financing or
working capital agreement of the Company or by
which the Company is bound specifically prohibit
such redemption, or if such redemption would
constitute a breach thereof or a default
thereunder or if such redemption would, upon the
giving of notice or passage of time or both,
constitute such breach or default.
(4) Voting Rights: Except as otherwise provided
by law, the holders of Series C Preferred shall
not be entitled to vote on any matters submitted
for a vote of the holders of the Common Stock or
of any other class of capital stock.
Mandatory Redemption: Each issued and outstanding share of Series C
Preferred shall be mandatorily redeemed by the
Company upon consummation of the Rights Offering
at a cash redemption price (the "Redemption
Price") equal to $100,000 per share.
In lieu of paying cash to satisfy its obligations
to exercise its basic subscription privilege (the
"Basic Subscription Privilege") in the Rights
Offering and to back-stop the Rights Offering
(the "Back-stop"; such obligations together, the
"Investor Obligations"), at the consummation of
the Rights Offering, the Investor may elect, by
written notice delivered to the Company, to
satisfy all or part of the Investor Obligations
by
4
offsetting such obligations against the
Investor's right to receive from the Company the
Redemption Price of the Series C Preferred the
Investor then holds, if any, and if such notice
is given, (i) the Company shall credit an amount
equal to the aggregate Redemption Price specified
in the notice for all shares of Series C
Preferred held by the Investor, if any, against,
and reduce accordingly, the Investor Obligations
to the extent specified in such notice and (ii)
to the extent the aggregate Redemption Price
payable to the Investor exceeds the amount of
Investor Obligations offset as specified in such
notice, the Company shall pay cash in the amount
of such excess to the Investor upon the
consummation of the Rights Offering.
Use of Proceeds: The net proceeds shall be contributed to RCPC in
the form of a capital contribution or in such
other form as the Company and RCPC may agree and
as may be permitted by the Bank Credit Agreement.
Governing Law: State of New York
Fees and Expenses: The Company will reimburse the Investor for its
legal expenses relating to its investment in
Series C Preferred.
5
EXHIBIT C
TO SECOND AMENDMENT
Exhibit V to
Credit Agreement
----------------
FORM OF
MINIMUM LIQUIDITY COMPLIANCE CERTIFICATE
To: JPMorgan Chase Bank, as Administrative Agent under the Second Amended
and Restated Credit Agreement dated as of November 30, 2001 (as
amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among Revlon Consumer Products Corporation (the
"Company"), the Local Borrowing Subsidiaries named therein, the
financial institutions from time to time parties thereto, the Arranger
named therein, the Documentation Agent named therein and the
Administrative Agent; unless otherwise defined herein, all capitalized
terms used herein have the meanings assigned thereto in the Credit
Agreement.
Ladies and Gentlemen:
The undersigned, ____________ (a "Responsible Officer"), does hereby
certify pursuant to subsection 10.2(g) of the Credit Agreement that, to the best
knowledge of the undersigned, the Company, during the most recently ended
calendar month, has observed and performed in all material respects its covenant
under subsection 11.1(d) thereunder.
In support of the statement above, the undersigned does hereby certify
as follows (with all monetary amounts being expressed in millions of U.S.
Dollars):
For the calendar month beginning on __________ and ended on
____________, Liquidity was, as of the close of business on each Business Day in
such calendar month, at least $20,000,000, and Liquidity as of the close of
business on the last Business Day of such month was $________________, with such
Liquidity being determined as follows:
2
--------------------------------------------------------------------------------
LIQUIDITY
--------------------------------------------------------------------------------
(a) Unrestricted Cash of the Company and its Subsidiaries
--------------------------------------------------------------------------------
(b) funds available under the Multi-Currency Commitments
to the extent no Default or Event of Default has
occurred and is continuing under the Credit Agreement
--------------------------------------------------------------------------------
(c) funds available under Indebtedness permitted pursuant
to subsection 11.2(n) of the Credit Agreement to the
extent such Indebtedness, including the commitment
with respect thereto, is evidenced by documentation
reasonably acceptable to the Administrative Agent
--------------------------------------------------------------------------------
(d) funds available under the M&FH Multiple-Draw Term Loan
to the extent no default or event of default has
occurred and is continuing thereunder
--------------------------------------------------------------------------------
(e) funds available under the Revlon Preferred Stock
Subscription to the extent the conditions to the
obligations of the M&FH Lender with respect thereto
are then being satisfied
--------------------------------------------------------------------------------
(f) Sum of (a) through (e)
--------------------------------------------------------------------------------
IN WITNESS WHEREOF, the undersigned has caused this Minimum Liquidity
Compliance Certificate to be executed and delivered as of the date first set
forth above.
REVLON CONSUMER PRODUCTS
CORPORATION
By:
---------------------------------
Name:
Title:
