CONFORMED COPY
EXHIBIT 10.18
FIRST AMENDMENT
FIRST AMENDMENT, dated as of May 31, 2002 (this "Amendment"), to 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,
the financial institutions from time to time parties thereto (the "Lenders"),
Citibank, N.A., as documentation agent, Xxxxxx Commercial Paper Inc., as
syndication 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 Company has requested that the Lenders amend certain
provisions of the Credit Agreement; and
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:
1. Defined Terms. Unless otherwise defined herein, capitalized terms used
herein which are defined in the Credit Agreement are used herein as therein
defined.
2. Amendments to the Credit Agreement. (a) Section 11.4(h) of the Credit
Agreement is hereby amended by deleting the amount "$3,000,000" set forth
therein and substituting in lieu thereof the amount "$7,000,000".
(b) Section 11.8(f) of the Credit Agreement is hereby amended by deleting
the amount "$3,000,000" set forth therein and substituting in lieu thereof the
amount "$7,000,000".
3. 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.
4. Conditions to Effectiveness. This Amendment shall become effective as of
the date hereof (the "Date of Effectiveness") when 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. 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.
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 4 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 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.
7. GOVERNING LAW, ETC. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
8. Expenses. The Company agrees to pay or reimburse the Administrative
Agent and each Lender 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.
[The remainder of this page is intentionally left blank.]
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 Xxxxxxxx
----------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Senior Vice President
REVLON INTERNATIONAL
CORPORATION (UK Branch), as a Local
Borrowing Subsidiary
By: /s/ Xxxxxx Xxxxxxxx
----------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Vice President
REVLON AUSTRALIA PTY LIMITED, as a
Local Borrowing Subsidiary
By: /s/ Xxxxxx Xxxxxxxx
----------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Attorney-in-Fact
EUROPEENNE DE PRODUITS DE BEAUTE, as
a Local Borrowing Subsidiary
By: /s/ Xxxxxx Xxxxxxxx
----------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Attorney-in-Fact
REVLON K.K., as a Local Borrowing Subsidiary
By: /s/ Xxxxxx Xxxxxxxx
----------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Attorney-in-Fact
REVLON CANADA, INC., as a Local Borrowing
Subsidiary
By: /s/ Xxxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Vice President
REVLON (HONG KONG) LIMITED, as a Local
Borrowing Subsidiary
By: /s/ Xxxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Attorney-in-Fact
EUROPEAN BEAUTY PRODUCTS S.p.a., as a
Local Borrowing Subsidiary
By: /s/ Xxxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxxx 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 a Lender
By: /s/ Rockwell Xxxx
-------------------------------------
Name: Rockwell Xxxx
Title: Vice President
XXXXXX COMMERCIAL PAPER INC., as a
Lender
By: /s/ Xxxxxxx Xxxxx
--------------------------------------
Name: Xxxxxxx Xxxxx
Title: Authorized Signatory
NATEXIS BANQUES POPULAIRES., as a Lender
By: /s/ Xxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President & Group Manager
By: /s/ Xxxxxxxxx Xxxxxxxx
--------------------------------------
Name: Xxxxxxxxx Xxxxxxxx
Title: Vice President
TRANSAMERICA BUSINESS CAPITAL
CORPORATION, as a Lender
By: /s/ Xxxxxxx Xxxxxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxxxxx
Title: Senior Vice President
CREDIT SUISSE FIRST BOSTON, as a Lender
By: /s/ Xxxx Xxxxxxxxx
--------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Managing Director
By: /s/ Xxxx X. Xxxxx
--------------------------------------
Name: Xxxx X. Xxxxx
Title: Associate
OAK HILL CREDIT PARTNERS I, LIMITED, as a
Lender
By: Oak Hill CLO Management, LLC, as
Investment Manager
By: /s/ Xxxxx X. Xxxxx
------------------------------------------
Name: Xxxxx X. Xxxxx
Title: Authorized Signatory
OAK HILL SECURITIES FUND, L.P., as a Lender
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: Authorized Signatory
OAK HILL SECURITIES FUND II, L.P., as a
Lender
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 Signatory
SENIOR DEBT PORTFOLIO, as a Lender
By: Boston Management and Research, as
Investment Advisor
By: /s/ Xxxxx X. Page
----------------------------------------
Name: Xxxxx X. Page
Title: Vice President
XXXXX XXXXX SENIOR INCOME TRUST, as a
Lender
By: Xxxxx Xxxxx Management, as Investment
Advisor
By: /s/ Xxxxx X. Page
---------------------------------------
Name: Xxxxx X. Page
Title: Vice President
XXXXXXX & CO, as a Lender
By: Boston Management and Research, as
Investment Advisor
By: /s/ Xxxxx X. Page
--------------------------------------
Name: Xxxxx X. Page
Title: Vice President
FIDELITY ADVISOR SERIES II: FIDELITY
ADVISOR FLOATING RATE HIGH INCOME, as
a Lender
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Assistant Treasurer
ACKNOWLEDGEMENT AND CONSENT
Dated as of May 31, 2002
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 First Amendment and (b) after giving effect to such
First 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 First Amendment.
REVLON CONSUMER PRODUCTS CORPORATION
By: /s/ Xxxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Vice President
REVLON, INC.
By: /s/ Xxxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Senior Vice President
ALMAY, INC.
XXXXXXX OF THE RITZ GROUP LTD.
XXXXXXX XXXXXX INC.
COSMETICS & MORE INC.
NORTH AMERICA REVSALE INC.
PACIFIC FINANCE & DEVELOPMENT CORP.
PPI TWO CORPORATION
REVLON CONSUMER CORP.
REVLON GOVERNMENT SALES, INC.
REVLON INTERNATIONAL CORPORATION
REVLON PRODUCTS CORP.
RIROS CORPORATION
RIROS GROUP INC.
RIT INC.
By: /s/ Xxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Vice President
REVLON REAL ESTATE CORPORATION
By: /s/ Xxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Vice President
REVLON INTERNATIONAL CORPORATION
(UK BRANCH)
By: /s/ Xxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Vice President
