EXHIBIT 4.12
FOURTH AMENDMENT
FOURTH AMENDMENT, dated as of November 10, 1999 (this "Amendment"), to
the Amended and Restated Credit Agreement, dated as of May 30, 1997 (as amended
by the First Amendment, dated as of January 29, 1998, the Second Amendment,
dated as of November 6, 1998, the Third Amendment, dated as of December 23,
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, The Chase Manhattan
Bank, as Administrative Agent and Chase Securities Inc., as Arranger.
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.
(b) Replacement of Definitions. (i) The definitions of "Applicable
Margin" and "EBITDA" contained in subsection 1.1 of the Credit Agreement are
hereby amended by deleting such definitions in their entirety and substituting
in lieu thereof the following definitions:
"'Applicable Margin' shall mean:
(a) during the period from the Closing Date through and including the
Adjustment Date occurring with respect to the delivery of the consolidated
financial statements of the Company and its Subsidiaries for the fiscal
period ending June 30, 1997, (i) with respect to Alternate Base Rate Loans,
1/2% per annum and (ii) with respect to all other Loans, 1-1/2% per annum;
and
(b) thereafter, for the period commencing with any Adjustment Date
(other than as described below) and ending on the day immediately preceding
the next succeeding Adjustment Date, the Applicable Margin shall be the
rate per annum set forth below for the relevant type of Loan opposite the
Leverage Ratio for such period:
------------------------------------------ ----------------- ------------------
Alternate Base
Rate Loans not
Period constituting Other Loans
Local Loans
------------------------------------------ ----------------- ------------------
Leverage Ratio is greater than 5.75 to 2-1/2% 3-1/2%
1.0
------------------------------------------ ----------------- ------------------
Leverage Ratio is greater than 5.25 to 2-1/4% 3-1/4%
1.0, but less than or equal to 5.75 to
1.0
------------------------------------------ ----------------- ------------------
Leverage Ratio is greater than 4.75 to 2% 3%
1.0, but less than or equal to 5.25 to
1.0
------------------------------------------ ----------------- ------------------
Leverage Ratio is greater than 4.50 to 1-3/4% 2-3/4%
1.0, but less than or equal to 4.75 to
1.0
------------------------------------------ ----------------- ------------------
Leverage Ratio is less than or equal to 1-1/2% 2-1/2%
4.50 to 1.0
------------------------------------------ ----------------- ------------------
; provided, however, for the period beginning on the Fourth Amendment
Effective Date and ending on the day immediately preceding the next
succeeding Adjustment Date, the Applicable Margin shall be determined based
on a Leverage Ratio of greater than 5.75 to 1.0; provided, further, that,
in the event that the financial statements required to be delivered
pursuant to subsection 13.1(a) and (c) are not delivered when due, then
during the period from the date upon which such financial statements were
required to be delivered until the date upon which they actually are
delivered, the Leverage Ratio shall be deemed for purposes of this
definition to be greater than 5.75 to 1.0;"
"'EBITDA' shall mean, for any period, the amount equal to:
(a) Consolidated Net Income for such period;
(b) plus (to the extent deducted in the determination of Consolidated
Net Income and without duplication) the sum of (i) tax expense on account
of such period, (ii) Interest Expense (including, without limitation, fees,
commissions and other charges associated with standby letters of credit and
other financing charges) for such period, (iii) depreciation and
amortization expense for such period, (iv) any losses in respect of
currency fluctuations for such period, (v) any losses in respect of equity
earnings for such period, (vi) the amount (not to exceed the excess of the
book value of the Roppongi Building on December 31, 1995 over $35,000,000)
equal to any write-down in the book value of the Roppongi Building (or,
upon the sale thereof, any loss upon such sale), (vii) non-cash write-offs
in respect of unamortized debt issuance costs, (viii) for any period of
determination including any of the fiscal quarters ending during the period
from December 31, 1998 through and including September 30, 1999 and without
duplication, non-recurring restructuring charges taken by the Company or
any of its Subsidiaries during any of such quarters which are
included in such period of determination in an aggregate amount for all
such quarters not to exceed $65,000,000, (ix) for any period of
determination including any of the fiscal quarters ending during the period
from December 31, 1999 through and including December 31, 2000 and without
duplication, non-recurring restructuring charges taken by the Company or
any of its Subsidiaries during any of such quarters which are included in
such period of determination in an aggregate amount for all such quarters
not to exceed $135,000,000 and (x) any losses from the asset sales
described in subsection 14.6(l);
(c) minus (to the extent included in the determination of Consolidated
Net Income and without duplication) the sum of (i) interest income for such
period, (ii) extraordinary gains for such period, (iii) any gains in
respect of currency fluctuations for such period, (iv) any gains in respect
of equity earnings for such period and (v) any gains from the asset sales
described in subsection 14.6(l);
provided that, for purposes of the calculation only of the Leverage Ratio
and compliance with the provisions of subsection 14.1(a), the EBITDA of any
Person acquired by the Company or any of its Subsidiaries during the
relevant calculation period shall be included, on a pro forma basis, in the
EBITDA of the Company as if such Person had been acquired on the first day
of the calculation period;"
(c) Addition of Definitions. Subsection 1.1 of the Credit Agreement is
hereby amended by adding thereto the following new defined term in appropriate
alphabetical order:
"'Fourth Amendment' shall mean the Fourth Amendment, dated as of
November 10, 1999, to this Agreement;"
"'Fourth Amendment Effective Date' shall mean the date of effectiveness
of the Fourth Amendment;"
2. Amendment to Subsection 10.4. Subsection 10.4 of the Credit
Agreement is hereby amended by adding thereto the following new paragraph (e):
"(e) Notwithstanding the foregoing provisions of subsection 10.4(a), so
long as no Default or Event of Default shall have occurred and is then
continuing, 60% of the Net Proceeds from each Net Proceeds Event described
in subsection 14.6(l) shall be required to permanently reduce the Aggregate
Commitment at the times and in the manner specified in subsections 10.4(a)
and 10.5 and the remaining 40% of such Net Proceeds shall be required to
prepay the Loans but not reduce the Commitments."
3. Amendment to Subsection 14.1(a). Subsection 14.1(a) of the Credit
Agreement is hereby amended by deleting the table set forth therein and
substituting in lieu thereof the following new table:
Date Ratio
---- -----
March 31, 2001 1.75 to 1.0
June 30, 2001 1.75 to 1.0
September 30, 2001 1.75 to 1.0
December 31, 2001 2.00 to 1.0
March 31, 2002 2.00 to 1.0
4. Amendment to Subsection 14.1(b). Subsection 14.1(b) of the Credit
Agreement is hereby amended by deleting the table set forth therein and
substituting in lieu thereof the following new table:
Date Ratio
---- -----
March 31, 2001 6.50 to 1.0
June 30, 2001 6.25 to 1.0
September 30, 2001 6.00 to 1.0
December 31, 2001 5.75 to 1.0
March 31, 2002 5.50 to 1.0
5. Amendment to Subsection 14.1(c). Subsection 14.1(c) of the Credit
Agreement is hereby amended by inserting after the amount "$75,000,000" in the
third line the following: "or, beginning with the 1999 fiscal year,
$50,000,000".
6. Addition of Subsection 14.1(d). There shall be added to the Credit
Agreement the following new subsection 14.1(d):
"(d) Maintenance of Minimum EBITDA. Permit EBITDA for the period from
January 1, 2000 to any date set forth below to be less than the amount set
forth opposite such date:
Date Amount
---- ------
March 31, 2000 $45,000,000
June 30, 2000 $90,000,000
September 30, 2000 $140,000,000
December 31, 2000 $200,000,000"
7. Amendment to Subsection 14.2(b). Subsection 14.2(b) of the Credit
Agreement is hereby amended by adding at the end thereof the following:
"; provided, further, that the Yen Credit Agreement may be amended to
modify the maturity date thereunder to the earlier of (i) the date of
completion of the sale of the entire Worldwide Professional Products
business of the Company and (ii) December 31, 2000".
8. Amendment to Subsection 14.6. Subsection 14.6 of the Credit
Agreement is hereby amended by (i) deleting the word "and" at the end of clause
(j) thereof, (b) deleting the period at the end of clause (k) and substituting
in lieu thereof the following: "; and" and (c) adding at the end thereof the
following new clause (l):
"(l) the sale by the Company or any of its Subsidiaries of (i) the
Worldwide Professional Products business and (ii) the assets set forth on
Schedule I to the Fourth Amendment."
9. Amendment to Subsection 14.7(a)(v). Subsection 14.7(a)(v) of the
Credit Agreement is hereby amended by inserting after the words "extraordinary
gains" and prior to the comma in the third line thereof the following: "and
(without duplication) any gains from the asset sales described in subsection
14.6(l)".
10. Amendment to Subsection 14.8(e). Subsection 14.8(e) of the Credit
Agreement is hereby amended by deleting the amount "$200,000,000" each time it
appears therein and substituting in lieu thereof the following: "the amount made
in reliance on this paragraph (e) prior to the Fourth Amendment Effective Date".
11. Fees. In consideration of the agreement of the Lenders to consent
to the amendments contained herein, the Company agrees to pay to each Lender
which so consents on or prior to November 10, 1999, an amendment fee in an
amount equal to 0.375% of the amount of such Lender's Commitment, payable on the
date hereof in immediately available funds.
12. 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 Lenders holding
more than 85% of the Aggregate Commitment, and duly acknowledged and consented
to by each Guarantor, Grantor and Pledgor and the amendments set forth in
paragraphs 3 and 4 shall be deemed to be effective as of September 30, 1999. 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.
13. 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.
14. 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 12 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.
15. 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.
16. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their proper and duly authorized officers as of the
day and year first above written.
REVLON CONSUMER PRODUCTS CORPORATION
By: /s/ Xxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice Chairman, Chief Administrative
Officer 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.
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 X. Xxxxxxxx
-----------------------------------------
Name: Xxxxxx X. 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: Managing Director
CHASE SECURITIES INC., as Arranger
By: /s/ J. Xxxxxxx Xxxxxx
----------------------------------------
Name: J. Xxxxxxx Xxxxxx
Title: Vice President
CITIBANK, N.A., as Documentation Agent and as
a Lender
By: /s/ Xxxxx Xxxxxxxx
----------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Attorney-In-Fact
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/ Xxxx X. Xxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
By: /s/ Xxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Group 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
NATEXIS BANQUE BFCE, formerly
BANQUE FRANCAISE DU COMMERCE EXTERIEUR,
as a Local Fronting Lender in France
By: /s/ Xxxxxx Xxxxxx
----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Associate
By: /s/ Xxxxx X. Xxxxxx, Xx.
----------------------------------------
Name: Xxxxx X. Xxxxxx, Xx.
Title: Vice President & Group Manager
THE SANWA BANK LTD., as a Local Fronting
Lender in Japan
By: /s/ Xxxx-Xxxxxx Xxxxxxx
----------------------------------------
Name: Xxxx-Xxxxxx Xxxxxxx
Title: Vice President
BANK OF AMERICA CANADA, as a Local Fronting
Lender in Canada
By: /s/ Xxxxxxx Xxxx
----------------------------------------
Name: Xxxxxxx Xxxx
Title: Vice President
CITIBANK LIMITED, as a Local Fronting
Lender in Australia
By: /s/ Xxxxx Xxxxxxxx
----------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Attorney-In Fact
CITIBANK, N.A., as a Local Fronting
Lender in Hong Kong
By: /s/ Xxxxx Xxxxxxxx
----------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Attorney-In-Fact
CITIBANK, N.A., as a Local Fronting
Lender in the Netherlands
By: /s/ Xxxxx Xxxxxxxx
----------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Attorney-In-Fact
CITIBANK, N.A., as a Local Fronting
Lender in Italy
By: /s/ Xxxxx Xxxxxxxx
----------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Attorney-In-Fact
ALLIED IRISH BANK, as a Local Fronting
Lender in Ireland
By: /s/ Xxxxx Xxxxxx
----------------------------------------
Name: Xxxxx Xxxxxx
Title: Senior Vice President
By: /s/ Xxxxxxxx Xxxxxx
----------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Vice President
CITIBANK, N.A., as a Local Fronting
Lender in Spain
By: /s/ Xxxxx Xxxxxxxx
----------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Attorney-In-Fact
ABN AMRO BANK N.V.
New York Branch
By: /s/ Xxxx X. Xxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
By: /s/ Xxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Group Vice President
ALLIED IRISH BANK PLC
Cayman Islands Branch
By: /s/ Xxxx Xxxxx
----------------------------------------
Name: Xxxx Xxxxx
Title: Vice President
By: /s/ Xxxxxxxx Xxxxxx
----------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: 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/ Xxxxxx Xxxxxxxxx
----------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Managing Director
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/ Xxxxx X. Xxxxxx, Xx.
----------------------------------------
Name: Xxxxx X. Xxxxxx, Xx.
Title: Vice President & Group Manager
PARIBAS
By: /s/ Xxxx X. XxXxxxxxx, III
----------------------------------------
Name: Xxxx X. XxXxxxxxx, III
Title: Vice President
By: /s/ Ro Toyoshimn
----------------------------------------
Name: Ro Toyoshimn
Title: Assistant Vice President
BARCLAYS BANK PLC
By: /s/ Xxxxxxx Xxxxxxxxxxxx
----------------------------------------
Name: Xxxxxxx Xxxxxxxxxxxx
Title: Vice President
CREDIT AGRICOLE INDOSUEZ
By: /s/ Xxxxx XxXxxxxxxx
----------------------------------------
Name: Xxxxx XxXxxxxxxx
Title: Vice President
By: /s/ Xxxx XxXxxxx
----------------------------------------
Name: Xxxx XxXxxxx
Title: Vice President-Senior Rel. Manager
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/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title:Assistant Vice President
XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND
By XXXXX XXXXX MANAGEMENT, as
Investment Manager
By: /s/ Payson X. Xxxxxxxxx
----------------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION, as
a Co-Agent
By: /s/ Xxxxxx Xxxxxx
----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Senior Vice President
THE FUJI BANK, LIMITED, New York Branch, as
a Co-Agent
By: /s/ Xxxxx Xxxxxxxx
----------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President & Manager
GENERAL ELECTRIC CAPITAL CORPORATION, as
a Co-Agent
By: /s/ Xxxxxxx X. Xxxxxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Duly Authorized Signatory
XXXXXXX XXXXX SENIOR FLOATING RATE FUND, INC.
By: /s/ Xxxxxxx Xxxxxx
----------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Authorized Signatory
THE MITSUBISHI TRUST AND BANKING CORPORATION
By: /s/ Xxxxxxxxx Xxxxxxx
----------------------------------------
Name: Xxxxxxxxx Xxxxxxx
Title: Senior Vice President
NATIONSBANK, N.A.
By: /s/ Xxxxxx Xxxxxxxxx
----------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Managing Director
THE SANWA BANK, LIMITED
NEW YORK BRANCH
By: /s/ Xxxx-Xxxxxx Xxxxxxx
----------------------------------------
Name: Xxxx-Xxxxxx Xxxxxxx
Title: Vice President
XXX XXXXXX CLO I, LIMITED
By XXX XXXXXX MANAGEMENT INC., as
Collateral Manager
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
XXX XXXXXX PRIME RATE INCOME TRUST
By XXX XXXXXX INVESTMENT ADVISORY CORP.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
ROYAL BANK OF CANADA
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
SENIOR DEBT PORTFOLIO
By BOSTON MANAGEMENT AND RESEARCH, as
Investment Advisor
By: /s/ Payson X. Xxxxxxxxx
----------------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
STRATA FUNDING LTD.
By: /s/ Xxxxx Xxxx
----------------------------------------
Name: Xxxxx Xxxx
Title: Director
CERES FINANCE LTD.
By: /s/ Xxxxx Xxxx
----------------------------------------
Name: Xxxxx Xxxx
Title: Director
MEDICAL LIABILITY MUTUAL INSURANCE COMPANY
By: Invesco Senior Secured Management, Inc.
as Investment Manager
By: /s/ Xxxx X. XxXxxxxx
----------------------------------------
Name: Xxxx X. XxXxxxxx
Title: Authorized Signatory
SCHEDULE I
All assets related to the business of manufacturing, marketing and distributing
cosmetic and personal care products under the trademarks "Colorama", "Juvena",
and "Bozanno" principally in Brazil. The assets include tangible and intangible
assets, including, but not limited to, property, plant and equipment, inventory,
receivables and intellectual property. The structure of the transaction will
likely consist of the sale of the outstanding common stock of the Company's
Subsidiary RGI (Cayman) Limited, which owns the shares of Comerical,
Exportadora, Industrial Ltda. Assets owned by Comerical, Exportadora, Industrial
Ltda. and not related to the brands to be sold will likely be transferred to a
Subsidiary of the Company prior to the closing of the transaction.
All assets related to the business of manufacturing, marketing and distributing
personal care products under the trademarks "Plusbelle" in Latin America,
principally in Argentina. The assets include tangible and intangible assets,
including, but not limited to, property, plant and equipment, inventory,
receivables and intellectual property. The structure of the transaction will
likely consist of the sale of the outstanding common stock of Revlon de
Argentina, S.A.I.C. Assets owned by Revlon de Argentina, S.A.I.C. and not
related to the "Plusbelle" brand will likely be transferred to a Subsidiary of
the Company prior to the closing of the transaction.
ACKNOWLEDGEMENT AND CONSENT
Dated as of November 10, 1999
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 Fourth Amendment and (b) after giving effect to such
Fourth 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 Fourth Amendment.
ALMAY, INC.
AMERICAN CREW, INC.
AMERINAIL, INC.
A.P. PRODUCTS LTD.
XXXXXXXXXX PARFUMS LTD.
XXXXXXX OF THE RITZ GROUP LTD.
XXXXXXX XXXXXX INC.
COSMETIQUES HOLDINGS, INC.
CREATIVE NAIL DESIGN, INC.
FERMODYL PROFESSIONALS INC.
MODERN ORGANIC PRODUCTS, INC.
NEW ESSENTIALS LIMITED
XXXXXX PERFUMES, INC.
NORTH AMERICA REVSALE INC.
OXFORD PROPERTIES CO.
PACIFIC FINANCE & DEVELOPMENT CORP.
PPI TWO CORPORATION
PPI FOUR CORPORATION
XXXXXXXX XXXXXXXXXX, LTD.
REALISTIC/ROUX PROFESSIONAL PRODUCTS INC.
REVLON, INC.
REVLON CONSUMER CORP.
REVLON CONSUMER PRODUCTS CORPORATION
REVLON GOVERNMENT SALES, INC.
REVLON HOLDINGS INC.
REVLON INTERNATIONAL CORPORATION
REVLON PRODUCTS CORP.
REVLON PROFESSIONAL, INC.
REVLON PROFESSIONAL PRODUCTS INC.
REVLON REAL ESTATE CORPORATION
REVLON RECEIVABLES SUBSIDIARY, INC.
RIROS CORPORATION
RIROS GROUP INC.
RIT INC.
ROUX LABORATORIES, INC.
VISAGE BEAUTE COSMETICS, INC.
By: /s/Xxxxxx X. Xxxxxxxx
---------------------------------------
Title: Authorized Signatory
