Exhibit 10.20
FIFTH AMENDMENT
FIFTH AMENDMENT, dated as of March 6, 2000 (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, the Fourth Amendment, dated as of November 10, 1999, 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 a certain provision of the Credit Agreement;
WHEREAS, the Lenders and the Agents are willing to amend such
provision 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. All terms defined in the Credit Agreement
shall have such defined meanings when used herein unless otherwise defined
herein.
2. Amendment to Section 15. (a) Paragraph (g) of Section 15 of
the Credit Agreement is hereby amended by deleting the reference to A(i)@ and by
deleting clauses (ii) and (iii) in their entirety.
(b) Paragraph (h) of Section 15 of the Credit Agreement is
hereby amended by deleting such paragraph in its entirety and substituting in
lieu thereof the following new paragraph (h):
A(h) Control Persons. (i) Any Person (or group of
Persons acting in concert), other than Xxxxxx X. Xxxxxxxx or, in the
event of his incompetence or death, his estate, heirs, executor,
administrator, committee or other personal representative and his (or
any of their) Affiliates (without giving effect to clause (a) of the
definition thereof) (collectively, "ROP"), shall "control" the Company,
as such term is used in Rule 405 promulgated under the Securities Act
of 1933, as amended, or (ii) in the event that ROP ceases to so
"control" the Company, any other Person (or group of Persons acting in
concert) shall own, directly or indirectly, more than 25% of the issued
and outstanding voting power of the Company, or (iii) the Continuing
Directors shall cease to constitute at least 66-2/3% of the board of
directors of the Company; or@
2
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, the
Borrowing Subsidiaries 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.
4. Representations and Warranties. (a) The Company, after
giving effect to the amendment contained herein, hereby represents and warrants
that there are no agreements to which any of Revlon or its Subsidiaries is a
party pursuant to which the failure by Worldwide or Worldwide (Parent) to pay
principal of or interest on any Indebtedness in excess of $500,000 in the
aggregate when due and payable (whether at scheduled maturity or by required
prepayment, acceleration, demand or otherwise) would constitute a default or
event of default thereunder.
(b) The Company, 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 3 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.
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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/ Xxxxxxxx Xxxxxxx
---------------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Senior Vice President Corporate
Controller 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/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
5
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/ Xxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Assistant Vice President
By: /s/ X.X. Xxxxx
----------------------------------------
Name: X.X. Xxxxx
Title: Group Vice President
BANKBOSTON, N.A., as a Local Fronting Lender
in the United Kingdom
By:
----------------------------------------
Name:
Title:
6
NATEXIS BANQUE BFCE, formerly BANQUE
FRANCAISE DU COMMERCE EXTERIEUR, as
a Local Fronting Lender in France
By: /s/ Xxxxx X. Xxxxxx, Xx.
----------------------------------------
Name: Xxxxx X. Xxxxxx, Xx.
Title: Vice President & Group Manager
By: /s/ Xxxxxx Xxxxxx
----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Assistant Vice President
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 Xxxxxx
---------------------------------------
Name: Xxxxxx Xxxxxx
Title: Managing Director, Senior Manager
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
7
ALLIED IRISH BANK, as a Local Fronting Lender
in Ireland
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Executive 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.
Boston Office
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Assistant Vice President
By: /s/ X.X. Xxxxx
------------------------------------
Name: X.X. Xxxxx
Title: Group Vice President
ALLIED IRISH BANK PLC
Cayman Islands Branch
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Executive Vice President
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By: /s/ Xxxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Vice President
BANKBOSTON, N.A., as a Co-Agent
By:
------------------------------------
Name:
Title:
BANK OF AMERICA, N.A. (formerly
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:
--------------------------------------
Name:
Title:
NATEXIS BANQUE BFCE, formerly BANQUE
FRANCAISE DU COMMERCE EXTERIEUR, as
a Co-Agent
By: /s/ Xxxxx X. Xxxxxx, Xx.
--------------------------------------
Name: Xxxxx X. Xxxxxx, Xx.
Title: Vice President & Group Manager
By: /s/ Xxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxx
Title: Assistant Vice President
PARIBAS
By:
--------------------------------------
Name:
Title:
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By:
--------------------------------------
Name:
Title:
BARCLAYS BANK PLC
By: /s/ Xxxxxx X. Xxxxxx, Xx.
--------------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Director
CREDIT AGRICOLE INDOSUEZ
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
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. Xxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxx
Title: 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
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U.S. BANK NATIONAL ASSOCIATION, as a
Co-Agent
By: /s/ Xxxxxx Xxxxxx
-------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President
THE FUJI BANK, LIMITED, New York Branch,
as a Co-Agent
By:
------------------------------------
Name:
Title:
GENERAL ELECTRIC CAPITAL
CORPORATION, as a Co-Agent
By:
------------------------------------
Name:
Title:
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
By: /s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By: /s/ Xxxxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxxxx Xxxxxxx
Title: Senior Vice President
BANK OF AMERICA, N.A. (formerly
NATIONSBANK, N.A.)
By: /s/ Xxxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Managing Director
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THE SANWA BANK, LIMITED
NEW YORK BRANCH
By:
------------------------------------
Name:
Title:
XXX XXXXXX CLO I, LIMITED
By XXX XXXXXX MANAGEMENT INC., as
Collateral Manager
By: /s/ Xxxxxx Tiffen
----------------------------------
Name: Xxxxxx Tiffen
Title: Senior Vice President
XXX XXXXXX PRIME RATE INCOME TRUST
By XXX XXXXXX INVESTMENT ADVISORY CORP.
By: /s/ Xxxxxx Tiffen
----------------------------------
Name: Xxxxxx Tiffen
Title: Senior Vice President
ROYAL BANK OF CANADA
By:
----------------------------------
Name:
Title:
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: INVESCO Senior Secured Management,
Inc., as Sub-Managing Agent
By: /s/ Xxxx X. XxXxxxxx
----------------------------------
Name: Xxxx X. XxXxxxxx
Title: Authorized Signatory
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CERES FINANCE LTD.
By: INVESCO Senior Secured Management,
Inc., as Sub-Managing Agent
By: /s/ Xxxx X. XxXxxxxx
--------------------------------
Name: Xxxx X. XxXxxxxx
Title: Authorized Signatory
MEDICAL LIABILITY MUTUAL INSURANCE COMPANY
By: Invesco Senior Secured Management, Inc.
as Investment Manager
By:
--------------------------------
Name:
Title:
13
ACKNOWLEDGEMENT AND CONSENT
Dated as of March 6, 2000
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 Fifth Amendment and (b) after giving
effect to such Fifth 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 Fifth
Amendment.
ALMAY, INC. REVLON, INC.
AMERICAN CREW, INC. REVLON CONSUMER CORP.
AMERINAIL, INC. REVLON CONSUMER PRODUCTS
A.P. PRODUCTS LTD. CORPORATION
XXXXXXXXXX PARFUMS LTD. REVLON GOVERNMENT SALES, INC.
XXXXXXX OF THE RITZ GROUP LTD. REVLON HOLDINGS INC.
XXXXXXX XXXXXX INC. REVLON INTERNATIONAL CORPORATION
COSMETIQUES HOLDINGS, INC. REVLON PRODUCTS CORP.
CREATIVE NAIL DESIGN, INC. REVLON PROFESSIONAL, INC.
FERMODYL PROFESSIONALS INC. REVLON PROFESSIONAL PRODUCTS INC.
MODERN ORGANIC PRODUCTS, INC. REVLON REAL ESTATE CORPORATION
NEW ESSENTIALS LIMITED REVLON RECEIVABLES SUBSIDIARY, INC.
XXXXXX PERFUMES, INC. RIROS CORPORATION
NORTH AMERICA REVSALE INC. RIROS GROUP INC.
OXFORD PROPERTIES CO. RIT INC.
PACIFIC FINANCE & DEVELOPMENT CORP. ROUX LABORATORIES, INC.
PPI TWO CORPORATION VISAGE BEAUTE COSMETICS, INC.
PPI FOUR CORPORATION
XXXXXXXX XXXXXXXXXX, LTD.
REALISTIC/ROUX PROFESSIONAL PRODUCTS
INC. By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
