CONFORMED COPY
THIRD AMENDMENT
THIRD AMENDMENT, dated as of December 23, 1998 (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, 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) Amendment of Definitions. The definition of "Commitment
Fee Rate" contained in subsection 1.1. of the Credit Agreement is hereby
amended by deleting paragraph (b) therefrom in its entirety and substituting in
lieu thereof the following new paragraph (b):
"(b) thereafter, 1/2% per annum."
(c) Replacement of Definitions. (i) The definitions of
"Applicable Margin", "EBITDA" and "Yen Credit Agreement" 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
2
(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
constituting
Period Local Loans Other Loans
------ ----------- -----------
Leverage Ratio is greater than 5.75 to 1-3/4% 2-3/4%
1.0
Leverage Ratio is greater than 5.25 to 1-1/2% 2-1/2%
1.0, but less than or equal to 5.75 to
1.0
Leverage Ratio is greater than 4.75 to 1-1/4% 2-1/4%
1.0, but less than or equal to 5.25 to
1.0
Leverage Ratio is greater than 4.50 to 1% 2%
1.0, but less than or equal to 4.75 to
1.0
Leverage Ratio is less than or equal 3/4% 1-3/4%
to 4.50 to 1.0
; provided, however, for the period beginning on the Third 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) 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-
3
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 and (viii) for any period of
determination including any of the fiscal quarters
ending December 31, 1998, March 31, 1999 and June 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
$125,000,000;
(c) minus (to the extent included in the determination of
Consolidated Net Income) 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 and (iv) any gains in
respect of equity earnings for such period;
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;"
"'Yen Credit Agreement' shall mean the Third Amended and
Restated Credit Agreement, dated as of June 30, 1997 and as amended,
between Pacific Finance & Development Corp. and The Long-Term Credit
Bank of Japan, Ltd. (or any subsequent agreement which refinances or
replaces such credit agreement in accordance with subsection 14.2(b))
and each other document, instrument and agreement executed and
delivered in connection therewith."
(d) 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:
"'Third Amendment' shall mean the Third Amendment,
dated as of December 23, 1998, to this Agreement;"
"'Third Amendment Effective Date' shall mean the date
of effectiveness of the Third Amendment;"
2. Amendment to Subsection 9.9. Subsection 9.9 of the Credit
Agreement is hereby amended by deleting such subsection in its entirety and
substituting in lieu thereof the following new subsection 9.9:
"9.9 Use of Proceeds of Acquisition Loans. The
proceeds of the Acquisition Loans hereunder shall be used by the
relevant Acquisition Borrower to (a)
4
finance the Investment Consideration for Investments which are
permitted hereunder, (b) refinance the Investment Consideration for
Investments which are permitted hereunder and are made after the date
hereof, (c) pay fees and expenses relating thereto and (d) for general
corporate purposes of the Company and its Subsidiaries."
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
June 30, 1997 1.75 to 1.0
September 30, 1997 1.75 to 1.0
December 31, 1997 1.75 to 1.0
March 31, 1998 2.00 to 1.0
June 30, 1998 2.00 to 1.0
September 30, 1998 2.25 to 1.0
December 31, 1998 1.70 to 1.0
March 31, 1999 1.60 to 1.0
June 30, 1999 1.60 to 1.0
September 30, 1999 1.70 to 1.0
December 31, 1999 1.80 to 1.0
March 31, 2000 1.90 to 1.0
June 30, 2000 1.90 to 1.0
September 30, 2000 2.00 to 1.0
December 31, 2000 2.00 to 1.0
March 31, 2001 2.00 to 1.0
June 30, 2001 2.10 to 1.0
September 30, 2001 2.20 to 1.0
December 31, 2001 2.50 to 1.0
March 31, 2002 2.50 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
June 30, 1997 6.25 to 1.0
September 30, 1997 6.25 to 1.0
December 31, 1997 5.50 to 1.0
March 31, 1998 5.50 to 1.0
June 30, 1998 5.50 to 1.0
5
September 30, 1998 5.50 to 1.0
December 31, 1998 7.00 to 1.0
March 31, 1999 7.50 to 1.0
June 30, 1999 7.25 to 1.0
September 30, 1999 7.00 to 1.0
December 31, 1999 6.25 to 1.0
March 31, 2000 6.25 to 1.0
June 30, 2000 6.25 to 1.0
September 30, 2000 5.75 to 1.0
December 31, 2000 5.50 to 1.0
March 31, 2001 5.50 to 1.0
June 30, 2001 5.50 to 1.0
September 30, 2001 5.00 to 1.0
December 31, 2001 4.50 to 1.0
March 31, 2002 4.50 to 1.0
5. Amendment to Subsection 14.2(b). Subsection 14.2(b) of the
Credit Agreement is hereby amended by deleting words "terms and conditions
substantially similar to those set forth on Exhibit Y hereto" beginning in the
penultimate line and substituting in lieu thereof the following:
"the following terms: (x) the principal amount of the
Indebtedness thereunder may be increased to an amount not to exceed
$40,000,000, (y) the collateral securing such Indebtedness shall be
limited to the Roppongi Property or any property (including the
improvements thereon) which is exchanged for the Roppongi Property and
which is located in the greater Tokyo area and (z) (i) the covenants,
defaults and similar provisions applicable to such refinancing
Indebtedness are no more restrictive in all material respects, taken
as a whole, than those in effect in the Indebtedness refinanced
thereby, (ii) the covenants, defaults and similar provisions related
to the Company which are contained in such refinancing Indebtedness
are no more restrictive in all material respects, taken as a whole,
than those in this Agreement and do not conflict with the provisions
of this Agreement; provided, that the financial covenants and events
of default related to the Company which are contained in any such
refinancing Indebtedness are no more restrictive than those in this
Agreement".
6. Amendment to Subsection 14.3(g). Subsection 14.3(g) of the
Credit Agreement is hereby amended by adding thereto immediately after the word
"Lien" in the ninth line thereof the following: "and except for, with respect
to the Yen Credit Agreement, any property for which the Roppongi Property is
exchanged in accordance with the provisions of subsection 14.2(b)".
7. Amendment to Subsection 14.9(a). Subsection 14.9(a) of the
Credit Agreement is hereby amended by deleting the words "on terms and
conditions substantially similar to those set forth on Exhibit Y hereto"
beginning in the penultimate line and
6
substituting in lieu thereof the following: "in accordance with the provisions
of subsection 14.2(b)".
8. 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 December 23, 1998, an amendment fee in
an amount equal to 0.25% of the amount of such Lender's Commitment, payable on
the date hereof in immediately available funds.
9. 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.
10. 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.
11. 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 9 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.
12. 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 for all purposes hereof.
13. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
7
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.
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: Vice President
8
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
9
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/G. Xxxxx Xxxxxx
-------------------------------
Name: G. Xxxxx Xxxxxx
Title: Vice President & Group Manager
THE SANWA BANK LTD., as a Local Fronting
Lender in Japan
By: /s/Xxxxxxx Xxxxxxxx
-------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
BANK OF AMERICA CANADA, as a Local
Fronting Lender in Canada
By: /s/Xxxxxxx X. Xxxx
-------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
CITIBANK LIMITED, as a Local Fronting Lender
in Australia
By: /s/Xxxxx Xxxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxxx
Title: Attorney-in-Fact
10
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/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: /s/Xxxxx Xxxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxxx
Title: Attorney-in-Fact
11
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
00
XXX XXXX XX XXX XXXX
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: Vice President, Group Manager
BANQUE PARIBAS
By: /s/Xxxx X. XxXxxxxxx, III
-------------------------------
Name: Xxxx X. XxXxxxxxx, III
Title: Vice President
By: /s/Xxxxx Xxxxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Vice President
BARCLAYS BANK PLC
By: /s/Xxxxxxx Xxxxxxxxxxxx
-------------------------------
Name: Xxxxxxx Xxxxxxxxxxxx
Title: Vice President
13
CREDIT AGRICOLE INDOSUEZ
By: /s/Xxxxx Xxxxx
-------------------------------
Name: Xxxxx Xxxxx
Title: First Vice President
By: /s/Xxxxx XxXxxxxxxx
-------------------------------
Name: Xxxxx XxXxxxxxxx
Title: Vice President, TL
CREDIT LYONNAIS, New York Branch
By: /a/Xxxxxx Xxx
-------------------------------
Name: Xxxxxx Xxx
Title: Senior Vice President
CREDIT SUISSE FIRST BOSTON, as a Co-Agent
By: /s/Xxxx Xxxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxxx
Title: Managing Director
By: /s/Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
DEEPROCK & COMPANY
By XXXXX XXXXX MANAGEMENT, as
Investment Manager
By: /s/Payson X.Xxxxxxxxx
-------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
14
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 & 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/R. Xxxxxxx Xxxxxxxxx
-------------------------------
Name: R. Xxxxxxx Xxxxxxxxx
Title: Authorized Signatory
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By: /s/Xxxxxxxxx Xxxxxxx
-------------------------------
Name: Xxxxxxxxx Xxxxxxx
Title: Senior Vice President
15
NATIONSBANK, N.A.
By: /s/Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
OCTAGON LOAN TRUST
By: Octagon Credit Investors as Manager
By: /s/Xxxxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
THE SANWA BANK, LIMITED
NEW YORK BRANCH
By: /s/Xxxxxxx Xxxxxxxx
-------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
XXX XXXXXX PRIME RATE INCOME TRUST
By: /s/Xxxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President & Director
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
16
AERIES FINANCE LTD.
By:
-------------------------------
Name:
Title:
STRATA FUNDING LTD.
By: /s/Authorized Signatory
-------------------------------
Name:
Title:
MEDICAL LIABILITY MUTUAL INSURANCE
COMPANY
By: Invesco Senior Secured Management, Inc.
as Investment Manager
By: /s/Xxxx X. XxXxxxxx
-------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
Name: Xxxx X. XxXxxxxx
Title: Authorized Signatory
CERES FINANCE LTD.
By: /s/Authorized Signatory
-------------------------------
Name:
Title:
ACKNOWLEDGEMENT AND CONSENT
Dated as of December 23, 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 Third Amendment and (b) after giving
effect to such Third 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 Third
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. By: /s/ Xxxxxx Xxxxxxxx
REALISTIC/ROUX PROFESSIONAL PRODUCTS -----------------------------
INC. Title: Vice President
