SECOND AMENDMENT
SECOND AMENDMENT
SECOND AMENDMENT, dated as of November 6, 1998 (this
"Amendment"), to the Credit Agreement, dated as of May 30, 1997 (as amended by
the First Amendment, dated as of January 29, 1998 and as may be further
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among Revlon Consumer Products Corporation (the "Company"), the
Borrowing Subsidiaries from time to time parties thereto, the financial
institutions from time to time parties thereto (the "Lenders"), the Co-Agents
named therein, Citibank, N.A., as Documentation Agent, Xxxxxx Commercial Paper
Inc., as Syndication Agent, and The Chase Manhattan Bank, as Administrative
Agent.
W I T N E S S E T H :
WHEREAS, the Company has requested that the Lenders and the
Agents amend certain provisions of the Credit Agreement;
WHEREAS, the Lenders and the Agents are willing to amend such
provisions 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 Lenders and the Agents
hereby agree as follows:
1. Definitions. (a) General. All terms defined in the
Credit Agreement shall have such defined meanings when used herein unless
otherwise defined herein.
2. Amendment to Section 14.2(f). Subsection 14.2(f) of the
Credit Agreement is hereby amended by deleting such subsection in its entirety
and substituting in lieu thereof the following new subsection 14.2(f):
"(f) the Subordinated Notes, Indebtedness under the
Indentures and the Sinking Fund Debentures, and any
Indebtedness resulting from the refinancing of any of such
Indebtedness; provided that (i) the primary obligor with
respect to any such refinancing Indebtedness is the same as
the primary obligor on the Indebtedness refinanced thereby
(except to the extent that such primary obligor may be
substituted by a new primary obligor which has no material
assets other than assets which, immediately prior to such
substitution, constituted the assets of the original primary
obligor), (ii) the principal amount of any such refinancing
Indebtedness (as determined as of the date of the incurrence
of such refinancing Indebtedness in accordance with GAAP)
does not exceed the amount equal to the sum (the "Refinanced
Amount") of the principal amount of the Indebtedness
refinanced thereby together with any premium actually paid
thereon and reasonable costs and expenses (including
underwriting discounts) incurred in connection with such
refinancing Indebtedness; provided, that the principal amount
of any such refinancing Indebtedness primarily used to
refinance the Indebtedness referred to in clause (b) of the
definition of "Indentures" may
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exceed the Refinanced Amount by an amount not to exceed the
excess of $250,000,000 over the Refinanced Amount, (iii)
such refinancing Indebtedness does not have any scheduled
installments of principal thereof due prior to December 31,
2002 and is unsecured (except that any refinancing of the
Sinking Fund Debentures may be secured by a Lien on the
Mortgaged Property in Phoenix upon terms substantially
similar to those existing on the date hereof), (iv) if the
Indebtedness being refinanced is subordinated, the
subordination provisions of such refinancing Indebtedness
is no less favorable to the Administrative Agent and the
Lenders than the subordination provisions of the
Indebtedness refinanced thereby and (v) either (A) the
covenants, defaults and similar provisions applicable to
such refinancing Indebtedness or obligations are no more
restrictive, taken as a whole, than those in effect in the
Indebtedness refinanced thereby and do not conflict with
the provisions of this Agreement or (B) such refinancing
Indebtedness is otherwise upon terms and subject to
definitive documentation which is in form and substance
reasonably satisfactory to the Required Lenders;".
3. 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 and the
Required Lenders, and duly acknowledged and consented to by each Guarantor,
Grantor and Pledgor.
4. 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 11 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.
5. 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 2 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.
6. 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
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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.
7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
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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
DEUTSCHE REVLON GMBH & CO. KG
REVLON INTERNATIONAL CORPORATION
(UK Branch)
REVLON MANUFACTURING LIMITED
(Australia Branch)
REVLON MANUFACTURING (UK) LIMITED
EUROPEENNE DE PRODUITS DE BEAUTE
REVLON NEDERLAND B.V.
REVLON K.K.
REVLON CANADA, INC., as Local Subsidiaries
By: /s/ Xxxxxx Xxxxxxxx
---------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Authorized Signatory
REVLON SA
REVLON-REALISTIC PROFESSIONAL
PRODUCTS LTD.
REVLON PROFESSIONAL LIMITED
REVLON (HONG KONG) LIMITED
EUROPEAN BEAUTY PRODUCTS S.P.A., as
Local Subsidiaries
By: /s/ Xxxxxx Xxxxxxxx
---------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Authorized Signatory
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Lender
By: /s/ Xxxx X. Xxxxxx
---------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
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CHASE SECURITIES INC., as Arranger
By: /s/ Xxxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Managing Director
CITIBANK, N.A., as Documentation Agent and
as a Lender
By: /s/ Xxxxx Xxxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxxx
Title: Attorney-In-Fact
XXXXXX COMMERCIAL PAPER INC., as
Syndication Agent and as a Lender
By: /s/ Xxxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Authorized Signatory
ABN AMRO BANK N.V., as a Local Fronting
Lender in the Federal Republic of Germany
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
By: /s/ Xxxxx Xxxxxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Vice President
BANKBOSTON, N.A., as a Local Fronting
Lender in the United Kingdom
By: /s/ Xxxxxxx X. Xxxx, Xx.
---------------------------------
Name: Xxxxxxx X. Xxxx, Xx.
Title: Managing Director
6
NATEXIS BANQUE BFCE, formerly BANQUE
FRANCAISE DU COMMERCE EXTERIEUR, as
a Local Fronting Lender in France
By:
---------------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
THE SANWA BANK LTD., as a Local Fronting
Lender in Japan
By:
---------------------------------
Name:
Title:
BANK OF AMERICA CANADA, as a Local
Fronting Lender in Canada
By: /s/ Xxxxxx Xxxx
---------------------------------
Name: Xxxxxx Xxxx
Title: Vice President & SCO
CITIBANK LIMITED, as a Local Fronting
Lender in Australia
By:
---------------------------------
Name:
Title:
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CITIBANK, N.A., as a Local Fronting Lender
in Hong Kong
By:
---------------------------------
Name:
Title:
CITIBANK, N.A., as a Local Fronting Lender
in the Netherlands
By:
---------------------------------
Name:
Title:
CITIBANK, N.A., as a Local Fronting Lender
in Italy
By:
---------------------------------
Name:
Title:
ALLIED IRISH BANK, as a Local Fronting
Lender in Ireland
By: /s/ Xxxxxx Xxxxxx & X.X. Xxxxxxxxxx
---------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
Name: X.X. Xxxxxxxxxx
Title: Senior Vice President
CITIBANK, N.A., as a Local Fronting
Lender in Spain
By:
---------------------------------
Name:
Title:
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ABN AMRO BANK N.V.
New York Branch
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
By: /s/ Xxxxx Xxxxxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Vice President
ALLIED IRISH BANK PLC
Cayman Islands Branch
By: /s/ Xxxxxx Xxxxxx
---------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
By: /s/ X.X. Xxxxxxxxxx
---------------------------------
Name: X.X. Xxxxxxxxxx
Title: Senior Vice President
BANKBOSTON, N.A., as a Co-Agent
By: /s/ Xxxxxxx X. Xxxx, Xx.
---------------------------------
Name: Xxxxxxx X. Xxxx, Xx.
Title: Managing Director
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as a Co-Agent
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
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THE BANK OF NEW YORK
By: /s/ Georgia Pan-Kita
---------------------------------
Name: Georgia Pan-Kita
Title: Vice President
NATEXIS BANQUE BFCE, formerly BANQUE
FRANCAISE DU COMMERCE EXTERIEUR, as
a Co-Agent
By: /s/ Xxxxxx Xxxxxx
---------------------------------
Name: Xxxxxx Xxxxxx
Title: Associate
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
BANQUE PARIBAS
By:
---------------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
BARCLAYS BANK PLC
By: /s/ Xxxxxxx Xxxxxxxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxxxxxxx
Title: Vice President
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CREDIT AGRICOLE INDOSUEZ
By: /s/ Xxxxx Xxxxx
---------------------------------
Name: Xxxxx Xxxxx
Title: First Vice President
By: /s/ Xxxxx XxXxxxxxxx
---------------------------------
Name: Xxxxx XxXxxxxxxx
Title: VP,TL
CREDIT LYONNAIS, New York Branch
By:
---------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON, as a Co-Agent
By: /s/ Xxxx Xxxxxxxxx
---------------------------------
Name: Xxxx Xxxxxxxxx
Title: Managing Director
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
DEEPROCK & COMPANY
By XXXXX XXXXX MANAGEMENT, as
Investment Manager
By: /s/ Payson X. Xxxxxxxxx
---------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
11
U.S. BANK NATIONAL ASSOCIATION, as a
Co-Agent
By: /s/ Xxxx Xxxxxx
---------------------------------
Name: Xxxx Xxxxxx
Title: Banking Officer
THE FUJI BANK, LIMITED, New York Branch,
as a Co-Agent
By: /s/ Xxxxx Xxxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President and Manager
GENERAL ELECTRIC CAPITAL
CORPORATION, as a Co-Agent
By: /s/ Xxxxx Xxxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxxx
Title: Duly Authorized Signatory
THE LONG-TERM CREDIT BANK OF JAPAN,
LTD., Los Angeles Agency
By: /s/ Xxxxxx Xxxx
---------------------------------
Name: Xxxxxx Xxxx
Title: Deputy General Manager
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
By: /s/ Xxxx Xxxxxxx
---------------------------------
Name: Xxxx Xxxxxxx
Title: Authorized Signatory
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By: /s/ Xxxxxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxxxxx Xxxxxxx
Title: Senior Vice President
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NATIONSBANK, N.A.
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
THE OCTAGON CREDIT INVESTORS LOAN PORTFOLIO
(A UNIT OF THE CHASE MANHATTAN BANK)
By:
---------------------------------
Name:
Title:
THE SANWA BANK, LIMITED
NEW YORK BRANCH
By:
---------------------------------
Name:
Title:
XXX XXXXXX AMERICAN CAPITAL PRIME RATE
INCOME TRUST
By:
---------------------------------
Name:
Title:
ROYAL BANK OF CANADA
By: /s/ Xxxxxxx Korine
---------------------------------
Name: Xxxxxxx Korine
Title: Senior Manager
SENIOR DEBT PORTFOLIO
By: /s/ Payson X. Xxxxxxxxx
---------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
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AERIES FINANCE LTD.
By:
---------------------------------
Name:
Title:
STRATA FUNDING LTD.
By:
---------------------------------
Name:
Title:
MEDICAL LIABILITY MUTUAL INSURANCE COMPANY
By:
---------------------------------
Name:
Title:
CERES FINANCE LTD.
By:
---------------------------------
Name:
Title:
ACKNOWLEDGEMENT AND CONSENT
Dated as of November 6, 1998
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.
XXXXXXXXX XX XXXXXXX, LTD. REVLON, INC.
ALMAY, INC. REVLON COMMISSARY SALES, INC.
AMERICAN CREW, INC. REVLON CONSUMER CORP.
AMERINAIL, INC. REVLON CONSUMER PRODUCTS
A.P. PRODUCTS LTD. CORPORATION
APPLIED SCIENCE & TECHNOLOGIES INC. REVLON GOVERNMENT SALES, INC.
XXXXXXXXXX PARFUMS LTD. REVLON HOLDINGS INC.
XXXXXXX OF THE RITZ GROUP LTD. REVLON INTERNATIONAL CORPORATION
XXXXXXX XXXXXX INC. REVLON PRODUCTS CORP.
COSMETIQUES HOLDINGS, INC. REVLON PROFESSIONAL, INC.
CREATIVE NAIL DESIGN, INC. REVLON PROFESSIONAL PRODUCTS INC.
FERMODYL PROFESSIONALS INC. REVLON REAL ESTATE CORPORATION
MODERN ORGANIC PRODUCTS, INC. REVLON RECEIVABLES SUBSIDIARY, INC.
NEW ESSENTIALS LIMITED RIROS CORPORATION
XXXXXX PERFUMES, INC. RIT INC.
NORTH AMERICA REVSALE INC. ROUX LABORATORIES, INC.
OXFORD PROPERTIES CO. VISAGE BEAUTE COSMETICS, INC.
PACIFIC FINANCE & DEVELOPMENT CORP.
PPI TWO CORPORATION
PPI FOUR CORPORATION
XXXXXXXX XXXXXXXXXX, LTD.
REALISTIC/ROUX PROFESSIONAL PRODUCTS By: /s/ Xxxxxx Xxxxxxxx
INC. -----------------------------
Title: Vice President
To The Chase Manhattan Bank,
administrative agent for the
financial institutions from time
to time parties to the
Credit Agreement referred to below
(in such capacity, the "Administrative Agent")
Ladies and Gentlemen:
Reference is hereby made to the Amended and Restated Credit Agreement,
dated as of May 30, 1997, as amended by the First Amendment thereto, dated as
of January 29, 1998 (as so amended, the "Credit Agreement"), among Revlon
Consumer Products Corporation (the "Company"), the Borrowing Subsidiaries from
time to time parties thereto, the financial institutions from time to time
parties thereto, the Co-Agents named therein, Citibank, N.A. as Documentation
Agent, Xxxxxx Commercial Paper, Inc., a Syndication Agent, and the
Administrative Agent, Capitalized terms used herein but not otherwise defined
shall have the meanings given to them in the Credit Agreement.
The Company intends to issue on or about November 6, 1998 (such date
of issuance, the "Trigger Date") up to $250 million aggregate principal amount
of Senior Notes due 2006. The Company hereby agrees that during the period (the
"Restricted Period") commencing on the Trigger Date and terminating on the
Repayment Date (as defined below) an aggregate amount of the Aggregate
Multi-Currency Commitment equal to $200,000,000 less the aggregate principal
amount of any 9-1/2% Senior Notes due 1999 of the Company repurchased by the
Company during the Restricted Period shall be available to the Company for
borrowing as Multi-Currency Loans solely for the purpose of repaying,
redeeming, defeasing, optionally prepaying or otherwise repurchasing all or any
portion of the 9-1/2% Senior Notes due 1999 of the Company (collectively, the
"Repayment"). For purposes of this letter agreement, "Repayment Date" shall
mean the date on which the Company has completed the Repayment in full.
This letter agreement shall be governed by, and construed and
interpreted in accordance with the laws of the State of New York.
This letter agreement may be executed by one or more of the parties
hereby in any number of separate counterparts (which may include counterparts
delivered by facsimile transmission) and all of and 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.
The parties hereto have caused this letter agreement to be executed
and delivered by their proper and duly authorized officers as of the day and
year first above written.
Very truly yours,
REVLON CONSUMER PRODUCTS CORPORATION
By: /s/ Xxxxxx Xxxxx
-----------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President and Treasurer
Acknowledged and agreed as of the date first above written:
THE CHASE MANHATTAN BANK, as
Administrative Agent under the
Credit Agreement
By: /s/ Xxxx X. Xxxxxx
-----------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
