INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • August 6th, 2020 • Revlon Inc /De/ • Perfumes, cosmetics & other toilet preparations • New York
This Intellectual Property License Agreement (this “Agreement”) is entered into as of May 7, 2020 (the “Effective Date”) by and between BrandCo Multicultural Group 2020 LLC, a Delaware limited liability company (“BrandCo”), on the one hand, and Revlon Consumer Products Corporation (“Revlon”), on the other hand. BrandCo and Revlon shall individually be referred to as a “Party” and collectively as the “Parties.”
FIRST LIEN PARI PASSU INTERCREDITOR AGREEMENT dated as of May 7, 2020 among CITIBANK, N.A.,Passu Intercreditor Agreement • August 6th, 2020 • Revlon Inc /De/ • Perfumes, cosmetics & other toilet preparations • New York
This FIRST LIEN PARI PASSU INTERCREDITOR AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of May 7, 2020, among CITIBANK, N.A., as administrative agent for the Initial Credit Agreement Claimholders (in such capacity and together with its successors from time to time in such capacity, the “Initial Credit Agreement Representative”) and as collateral agent for the Initial Credit Agreement Claimholders (in such capacity and together with its successors from time to time in such capacity, the “Initial Credit Agreement Collateral Agent”), JEFFERIES FINANCE LLC, as Representative for the Initial Other First Lien Claimholders (in such capacity and together with its successors from time to time in such capacity, the “Initial Other First Lien Representative”) and as collateral agent for the Initial Other First Lien Claimholders (in such capacity and together with its successors from time to time in such capaci
ContractCredit Agreement • August 6th, 2020 • Revlon Inc /De/ • Perfumes, cosmetics & other toilet preparations • New York
AMENDMENT NO. 4, dated as of May 7, 2020 (this “Amendment”), among REVLON CONSUMER PRODUCTS CORPORATION, a Delaware corporation (the “Borrower”), Holdings, the other Loan Parties, the Consenting Lenders (as defined below) party hereto, each Issuing Lender and CITIBANK, N.A., as Administrative Agent, Collateral Agent, Issuing Lender, Local Fronting Lender and Swingline Lender (“Citi”).
TERM LOAN GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • August 6th, 2020 • Revlon Inc /De/ • Perfumes, cosmetics & other toilet preparations • New York
TERM LOAN GUARANTEE AND COLLATERAL AGREEMENT, dated as of May 7, 2020, made by each of the signatories hereto, in favor of Jefferies Finance LLC, as collateral agent (in such capacity, the “Pari Passu Collateral Agent”) for the benefit of the Secured Parties (as defined in the BrandCo Credit Agreement, dated as of the date hereof (as amended, restated, waived, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Revlon Consumer Products Corporation, a Delaware corporation (the “Borrower”), Revlon, Inc., a Delaware corporation (“Holdings”), the financial institutions or other entities (the “Lenders”) from time to time parties thereto and Jefferies Finance LLC, as administrative agent (in such capacity, the “Administrative Agent”) and each Collateral Agent for the Lenders).
SECOND LIEN BRANDCO GUARANTEE AND SECURITY AGREEMENTSecond Lien Brandco Guarantee and Security Agreement • August 6th, 2020 • Revlon Inc /De/ • Perfumes, cosmetics & other toilet preparations • New York
SECOND LIEN BRANDCO GUARANTEE AND SECURITY AGREEMENT dated as of May 7, 2020, between each of the subsidiaries of Revlon Consumer Products Corporation (the “Borrower”) identified under the caption “SUBSIDIARY GUARANTORS” on the signature pages hereto (individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”), and Jefferies Finance LLC, as the administrative agent for the Lenders party to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and collateral agent for the Second Lien Secured Parties under the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Second Lien Collateral Agent”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • August 6th, 2020 • Revlon Inc /De/ • Perfumes, cosmetics & other toilet preparations • New York
SECOND LIEN BRANDCO STOCK PLEDGE AGREEMENT made by REVLON CONSUMER PRODUCTS CORPORATION,Brandco Stock Pledge Agreement • August 6th, 2020 • Revlon Inc /De/ • Perfumes, cosmetics & other toilet preparations • New York
SECOND LIEN BRANDCO STOCK PLEDGE AGREEMENT, dated as of May 7, 2020, made by each of the signatories hereto, in favor of Jefferies Finance LLC, as collateral agent (in such capacity, the “Second Lien Collateral Agent”) for the benefit of the Second Lien Secured Parties (as defined in the BrandCo Credit Agreement, dated as of the date hereof (as amended, restated, waived, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Revlon Consumer Products Corporation, a Delaware corporation (the “Borrower”), Revlon, Inc., a Delaware corporation (“Holdings”), the financial institutions or other entities (the “Lenders”) from time to time parties thereto and Jefferies Finance LLC, as administrative agent (in such capacity, the “Administrative Agent”) and each Collateral Agent for the Lenders).
BRANDCO CREDIT AGREEMENT among REVLON CONSUMER PRODUCTS CORPORATION, as the Borrower, REVLON, INC., as Holdings, THE LENDERS PARTY HERETO and Jefferies Finance LLC, as Administrative Agent and each Collateral Agent Dated as of May 7, 2020 JEFFERIES...Brandco Credit Agreement • August 6th, 2020 • Revlon Inc /De/ • Perfumes, cosmetics & other toilet preparations • New York
This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). [It is understood and agreed that the rights and obligations of the [Assignors][Assignees]5 hereunder are several and not joint].6 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, waived, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.
FIRST LIEN BRANDCO STOCK PLEDGE AGREEMENT made by REVLON CONSUMER PRODUCTS CORPORATION,Brandco Stock Pledge Agreement • August 6th, 2020 • Revlon Inc /De/ • Perfumes, cosmetics & other toilet preparations • New York
FIRST LIEN BRANDCO STOCK PLEDGE AGREEMENT, dated as of May 7, 2020, made by each of the signatories hereto, in favor of Jefferies Finance LLC, as collateral agent (in such capacity, the “First Lien Collateral Agent”) for the benefit of the First Lien Secured Parties (as defined in the BrandCo Credit Agreement, dated as of the date hereof (as amended, restated, waived, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Revlon Consumer Products Corporation, a Delaware corporation (the “Borrower”), Revlon, Inc., a Delaware corporation (“Holdings”), the financial institutions or other entities (the “Lenders”) from time to time parties thereto and Jefferies Finance LLC, as administrative agent (in such capacity, the “Administrative Agent”) and each Collateral Agent for the Lenders).
THIRD LIEN BRANDCO STOCK PLEDGE AGREEMENT made by REVLON CONSUMER PRODUCTS CORPORATION,Brandco Stock Pledge Agreement • August 6th, 2020 • Revlon Inc /De/ • Perfumes, cosmetics & other toilet preparations • New York
THIRD LIEN BRANDCO STOCK PLEDGE AGREEMENT, dated as of May 7, 2020, made by each of the signatories hereto, in favor of Jefferies Finance LLC, as collateral agent (in such capacity, the “Third Lien Collateral Agent”) for the benefit of the Third Lien Secured Parties (as defined in the BrandCo Credit Agreement, dated as of the date hereof (as amended, restated, waived, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Revlon Consumer Products Corporation, a Delaware corporation (the “Borrower”), Revlon, Inc., a Delaware corporation (“Holdings”), the financial institutions or other entities (the “Lenders”) from time to time parties thereto and Jefferies Finance LLC, as administrative agent (in such capacity, the “Administrative Agent”) and each Collateral Agent for the Lenders).
FIRST LIEN BRANDCO GUARANTEE AND SECURITY AGREEMENTFirst Lien Brandco Guarantee and Security Agreement • August 6th, 2020 • Revlon Inc /De/ • Perfumes, cosmetics & other toilet preparations • New York
FIRST LIEN BRANDCO GUARANTEE AND SECURITY AGREEMENT dated as of May 7, 2020, between each of the subsidiaries of Revlon Consumer Products Corporation (the “Borrower”) identified under the caption “SUBSIDIARY GUARANTORS” on the signature pages hereto (individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”), and Jefferies Finance LLC, as the administrative agent for the Lenders party to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and collateral agent for the First Lien Secured Parties under the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “First Lien Collateral Agent”).
HOLDINGS TERM LOAN GUARANTEE AND PLEDGE AGREEMENT made by REVLON, INC.,Holdings Term Loan Guarantee and Pledge Agreement • August 6th, 2020 • Revlon Inc /De/ • Perfumes, cosmetics & other toilet preparations • New York
THIRD LIEN BRANDCO GUARANTEE AND SECURITY AGREEMENTThird Lien Brandco Guarantee and Security Agreement • August 6th, 2020 • Revlon Inc /De/ • Perfumes, cosmetics & other toilet preparations • New York
THIRD LIEN BRANDCO GUARANTEE AND SECURITY AGREEMENT dated as of May 7, 2020, between each of the subsidiaries of Revlon Consumer Products Corporation (the “Borrower”) identified under the caption “SUBSIDIARY GUARANTORS” on the signature pages hereto (individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”), and Jefferies Finance LLC, as the administrative agent for the Lenders party to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and collateral agent for the Third Lien Secured Parties under the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Third Lien Collateral Agent”).
INTERCREDITOR AGREEMENT dated as of May 7, 2020, between JEFFERIES FINANCE LLC, as First Lien Collateral Agent, JEFFERIES FINANCE LLC, as Second Lien Collateral Agent, JEFFERIES FINANCE LLC, as Third Lien Collateral Agent, and acknowledged by: REVLON...Intercreditor Agreement • August 6th, 2020 • Revlon Inc /De/ • Perfumes, cosmetics & other toilet preparations • New York
