FIFTH AMENDMENT
FIFTH AMENDMENT, dated as of March 22, 2004 (this "Amendment"), to and
under the Second Amended and Restated Credit Agreement, dated as of November 30,
2001 (as heretofore 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, the Lenders have agreed to permit an incremental term loan to
the Company in an aggregate principal amount equal to $64,400,000 (the "Term A
Loan");
WHEREAS, the Lenders have agreed to amend the interest rates applicable
to the Term A Loan;
WHEREAS, the Lenders are willing to agree to the requested amendments
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.
Section 2. Amendment to Subsection 1.1 (Defined Terms). Subsection 1.1
of the Credit Agreement is hereby amended by:
(a) deleting therefrom the defined term for "Applicable Margin" in its
entirety and substituting in lieu thereof the following new definition:
""Applicable Margin" shall mean (a) with respect to Term A Loans which
are Alternate Base Rate Loans, 4.00% per annum, (b) with respect to Term A
Loans which are Eurodollar Loans, 5.00% per annum, (c) with respect to
Alternate Base Rate Loans (other than Term A Loans), 4.50% per annum and
(d) with respect to Eurodollar Loans and all other Loans (other than Term A
Loans and Alternate Base Rate Loans), 5.50% per annum;"; and
(b) adding the following new definition in the appropriate alphabetical
order:
""Fifth Amendment" shall mean the Fifth Amendment, dated as of March
22, 2004, to and under this Agreement;".
2
Section 3. Amendment to Section 2A.1 (Term A Loan Commitments). Section
2A.1 of the Credit Agreement is hereby amended by deleting the first sentence
thereof and substituting in lieu thereof the following new sentence:
"So long as no Event of Default shall be in existence, the Company and
any one or more Lenders or additional banks, financial institutions or
other entities which become Lenders pursuant to this subsection 2A.1
(individually, a "Term A Loan Lender" and collectively, the "Term A Loan
Lenders"), may agree that each such Term A Loan Lender shall make a term
loan in Dollars (each, a "Term A Loan" and collectively, the "Term A
Loans") to the Company, which Term A Loans may from time to time be (a)
Eurodollar Loans, (b) Alternate Base Rate Loans or (c) a combination
thereof, as determined by the Company and notified to the Administrative
Agent in accordance with this subsection 2A.1 and subsection 7.8, by
executing and delivering to the Administrative Agent a Term A Loan
Activation Notice specifying (i) the amount of such Term A Loan, (ii) the
date on which such Term A Loan shall be made (the "Term A Loan Borrowing
Date"), (iii) whether the Term A Loans to be borrowed are initially to be
Alternate Base Rate Loans or Eurodollar Loans or a combination thereof and,
if a combination, the respective aggregate amount of each type of borrowing
and (iv) if the Term A Loans to be borrowed are Eurodollar Loans, the
length of the Interest Period or Interest Periods applicable thereto."
Section 4. Amended Exhibit W. The Credit Agreement is hereby amended by
deleting Exhibit W thereto in its entirety and substituting in lieu thereof a
new Exhibit W in the form attached hereto as Exhibit I.
Section 5. New Exhibit X. The Credit Agreement is hereby amended by
deleting Exhibit X thereto in its entirety and substituting in lieu thereof a
new Exhibit X in the form attached hereto as Exhibit II.
Section 6. 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 7. Conditions to Effectiveness. This Amendment shall become
effective as of the earliest time at which both (a) the Administrative Agent
shall have received 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 and (b) the Fourth Amendment is effective.
Section 8. 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 7 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
3
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 9. 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 10. 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 11. 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: Executive Vice President and Chief
Legal Officer
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,
S.A.S., 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/ XXXXXXX XXXXXXX
-------------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
BLACK DIAMOND CLO 1998-1, LTD.
By: /s/ XXXX XXXX
-------------------------
Name: Xxxx Xxxx
Title: Director
BLACK DIAMOND CLO 2000-1, LTD.
By: /s/ XXXX XXXX
-------------------------
Name: Xxxx Xxxx
Title: Director
BLACK DIAMOND INTERNATIONAL FUNDING,
LTD.
By: /s/ XXXX XXXX
--------------------------------
Name: Xxxx Xxxx
Title: Director
COOKSMILL
By: /s/ XXXX X.X. XXXXXXXX
----------------------------
Name: Xxxx X.X. Xxxxxxxx
Title: Authorized Signatory
CSAM FUNDING I
By: /s/ XXXX X. XXXX
---------------------------
Name: Xxxx X. Xxxx
Title: Authorized Signatory
FIDELITY ADVISOR SERIES II: FIDELITY
ADVISOR FLOATING RATE HIGH INCOME
FUND
By: /s/ XXXX X. XXXXXXXX
--------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Assistant Treasurer
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ XXXXXXX XXXXX
--------------------------------
Name: Xxxxxxx Xxxxx
Title: Duly Authorized Signatory
LONG LANE MASTER TRUST IV
By Fleet National Bank as Trust Administrator
By: /s/ XXXXXXX X. XXXXXXXX
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Director
NATEXIS BANQUES POPULAIRES
By: /s/ XXXXX X. XXXXXX, XX.
-------------------------------------
Name: Xxxxx X. Xxxxxx, Xx.
Title: Vice President & Group Manager
By: /s/ JORDAN X. XXXX
-------------------------------------
Name: Jordan X. Xxxx
Title: Assistant Vice President
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: Authorized Person
OAK HILL CREDIT PARTNERS II, LIMITED
By: Oak Hill CLO Management II, LLC
As Investment Manager
By: /s/ XXXXX X. XXXXX
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Authorized Person
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: Authorized Person
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
-----------------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: 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
-----------------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President
TRANSAMERICA BUSINESS CAPITAL CORPORATION
By: /s/ XXXXXXX XXXXX
-------------------------------------
Name: Xxxxxxx Xxxxx
Title: Duly Authorized Signatory
TRS 1 LLC
By: /s/ XXXXXXX X'XXXXX
--------------------------
Name: Xxxxxxx X'Xxxxx
Title: Vice President
XXX XXXXXX SENIOR INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
By: /s/ XXXXXXXXX XXXXXXXX
------------------------------------
Name: Xxxxxxxxx Xxxxxxxx
Title: Executive Director
ACKNOWLEDGEMENT AND CONSENT
Dated as of March 22, 2004
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 Fifth Amendment and (b) after giving effect to such
Fifth 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 Fifth Amendment.
ALMAY, INC.
XXXXXXX OF THE RITZ GROUP LTD.
XXXXXXX XXXXXX INC.
COSMETICS & MORE 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
*President and Secretary
REVLON, INC.
By: /s/ XXXXXX X. XXXXXXXX
-----------------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Executive Vice President and Chief Legal
Officer
NORTH AMERICA REVSALE, INC.
By: /s/ XXXXXXX X. XXXXXXX
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President and Secretary
EXHIBIT I
TO FIFTH AMENDMENT
Exhibit W to
Credit Agreement
FORM OF TERM A LOAN ACTIVATION NOTICE
To: JPMORGAN CHASE BANK,
as Administrative Agent under the Credit Agreement referred to below
Reference is hereby made to the 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 from time to time parties thereto,
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"). Terms defined in the Credit Agreement shall have
their defined meanings when used herein.
This notice is a Term A Loan Activation Notice referred to in
the Credit Agreement, and the Company and each of the Lenders party hereto
hereby notify you that:
1. Each Lender party hereto agrees to make a Term A Loan in the
amount set forth opposite such Lender's name below under the
caption "Term A Loan Amount."
2. The Term A Loan Borrowing Date shall be ___________, 200__.
3. The Term A Loans to be borrowed are to be [Alternate Base Rate
Loans][Eurodollar Loans].*
[4. The Interest Period shall be [___________].]
The undersigned hereby acknowledges that the Term A Loans are
as described in the Credit Agreement, as amended by the Fourth Amendment and the
Fifth Amendment thereto.
--------
* If the Term A Loans to be borrowed are to be a combination of Alternate
Base Rate Loans and Eurodollar Loans, specify the respective aggregate
amount of each type.
IN WITNESS WHEREOF, the undersigned have executed this Term A Loan
Activation Notice this ___ day of ______________, 200__.
REVLON CONSUMER PRODUCTS
CORPORATION
By:______________________________
Name:
Title:
Term A Loan Amount [INSERT NAME OF LENDER]
------------------
$
By:______________________________
Name:
Title:
CONSENTED TO:
JPMORGAN CHASE BANK,
as Administrative Agent
By:______________________________
Name:
Title:
EXHIBIT II
TO FIFTH AMENDMENT
Exhibit X
to Credit Agreement
FORM OF NEW LENDER SUPPLEMENT
NEW LENDER SUPPLEMENT (this "New Lender Supplement"), dated ______,
200_, to the Credit Agreement, dated as of November 30, 2001 (as amended,
supplemented or otherwise modified from time to time, including by the Fourth
Amendment and the Fifth Amendment, the "Credit Agreement"), among Revlon
Consumer Products Corporation (the "Company"), the Local Borrowing Subsidiaries
from time to time parties thereto, 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, the Credit Agreement provides in Section 2A.1 thereof that any
bank, financial institution or other entity may become a party to the Credit
Agreement with the consent of the Company and the Administrative Agent (which
consent shall not be unreasonably withheld) by executing and delivering to the
Company and the Administrative Agent a supplement to the Credit Agreement in
substantially the form of this New Lender Supplement; and
WHEREAS, the undersigned now desires to become a party to the Credit
Agreement;
NOW, THEREFORE, the undersigned hereby agrees as follows:
1. The undersigned agrees to be bound by the provisions of the Credit
Agreement, and agrees that it shall, on the date this New Lender Supplement
is accepted by the Company and the Administrative Agent, become a Lender
for all purposes of the Credit Agreement to the same extent as if
originally a party thereto, with Term A Loans of $__________.
2. The undersigned (a) represents and warrants that it is legally
authorized to enter into this New Lender Supplement; (b) confirms that it
has received a copy of the Credit Agreement, together with copies of the
financial statements referred to in subsection 8.9 thereof and such other
documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this New Lender Supplement; (c)
agrees that it has made and will, independently and without reliance upon
any Agent or any other Lender and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Credit Agreement or any
instrument or document furnished pursuant hereto or thereto; (d) appoints
and authorizes the Administrative Agent to take such action as agent on its
behalf and to exercise such powers and discretion under the Credit
Agreement or any instrument or document furnished pursuant hereto or
thereto as are delegated to the Administrative Agent by the terms thereof,
together with such powers as are incidental thereto; and (e) agrees that it
will be bound by the provisions of the Credit Agreement and will perform in
accordance with its terms all the obligations which by the terms of the
Credit Agreement are required to be performed by it as a Lender including,
without limitation, if it is
organized under the laws of a jurisdiction outside the United States, its
obligation pursuant to Section 7.13(b) of the Credit Agreement.
3. The address of the undersigned for notices for the purposes of the
Credit Agreement is as follows:
4. Terms defined in the Credit Agreement shall have their defined
meanings when used herein.
IN WITNESS WHEREOF, the undersigned has caused this New Lender
Supplement to be executed and delivered by a duly authorized officer on the date
first above written.
[INSERT NAME OF LENDER]
By________________________________
Name:
Title:
Accepted this _____ day of
______________, 200_.
REVLON CONSUMER PRODUCTS
CORPORATION
By____________________________
Name:
Title:
Accepted this ____ day of
______________, 200_.
JPMORGAN CHASE BANK,
as Administrative Agent
By____________________________
Name:
Title:
