Exhibit 4.8
FIRST AMENDMENT
FIRST AMENDMENT, dated as of January 29, 1998 (this
"Amendment"), to the Credit Agreement, dated as of May 30, 1997 (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.
(b) Amendment of Definitions. The definition of the term
"Net Proceeds Event" is hereby amended by deleting therefrom the following: "or
(Y)" and substituting in lieu thereof the following: ", (Y) the sales (or cash
received) described in subsections 14.6(i), (j) and (k) and (Z)".
(c) Addition of Definitions. The following defined terms
shall be added to Section 1.1 of the Credit Agreement in appropriate
alphabetical order:
"'Barclays Receivables Facility' means, the Invoice
Discounting Facility, dated as of January 29, 1998 between
RIC and Barclays Bank PLC, as amended, supplemented or
otherwise modified from time to time;
'German Distribution Option' shall have the meaning
assigned to such term in subsection 14.6(j);
'German Distribution Shares' shall have the meaning
assigned to such term in subsection 14.6(j);
'German Distribution Subsidiary' means Fondolo
Vermogensverwaltungs GmbH, a company organized under the laws
of Germany;
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'RIC' shall mean Revlon International Corporation,
a Delaware corporation;"
2. Amendment to Subsection 13.11. (a) Subsection 13.11(b) of
the Credit Agreement is hereby amended by inserting immediately after the word
"Company" in the eighth line thereof the following: "(other than the German
Distribution Subsidiary, so long as the sale contemplated by subsection 14.6(j)
shall have occurred within 30 days of the acquisition by RIC of ownership of
the German Distribution Subsidiary)".
(b) Subsection 13.11(c) of the Credit Agreement is hereby
amended by inserting immediately after the word "Company" the first time it
appears in the eighth line thereof the following: "(other than the German
Distribution Subsidiary, so long as the sale contemplated by subsection 14.6(j)
shall have occurred within 30 days of the acquisition by RIC of ownership of
the German Distribution Subsidiary)".
3. Amendment to Subsection 13.13(b). Subsection 13.13(b) of
the Credit Agreement is hereby amended by inserting immediately after the words
"Security Documents" in the last line thereof but prior to the period the
following: "; provided that RIC shall not be required to grant to the
Administrative Agent a security interest in (i) the German Distribution Option
and (ii) the German Distribution Shares for a period of up to six months
following the day on which RIC shall exercise the German Distribution Option".
4. Amendment to Subsection 14.6. Subsection 14.6 of the
Credit Agreement is hereby amended by (a) deleting the word "and" at the end of
clause (g) thereof, (b) deleting the period at the end of clause (h) and
substituting in lieu thereof the following: "; and" and (c) adding at the end
thereof the following new clauses (i) through (k):
"(i) sales from time to time by RIC to Barclays Bank
PLC of all or any portion of its accounts receivable pursuant
to the Barclays Receivables Facility; provided that (i) the
aggregate principal amount of the Barclays Receivables
Facility shall not exceed (pound)7,500,000 and (ii) there
shall be no recourse to RIC (other than (x) to its accounts
receivable in connection with such sales, (y) in connection
with the payment of interest by RIC thereunder or (z) as a
result of a failure by RIC to deliver a written confirmation
of the goods subject to such receivables or a material
misstatement by RIC in any such confirmation) or to any other
Person;
(j) the sale by RIC to European Cosmetic Group
S.a.r.l. or its Affiliate Marbert AG of all of the capital
stock of the German Distribution Subsidiary for consideration
of (i) DM 50,000 (representing the amount of the initial
capitalization of the German Distribution Subsidiary by RIC)
and (ii) a five-year option (the "German Distribution
Option") to (A) purchase up to 435,000 shares of common stock
of Marbert AG (par value DM 5.00) (the "German Distribution
Shares") at a purchase price of DM 45 per share or (B)
receive cash in an amount equal to the difference between the
exercise price of the German Distribution Option and the fair
market value of the German
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Distribution Shares at the time of exercise of the German
Distribution Option; and
(k) the sale by RIC at fair market value of the
German Distribution Shares."
5. Amendment to Subsection 14.8. Subsection 14.8 of the
Credit Agreement is hereby amended by (a) deleting the word "and" at the end of
clause (g) thereof, (b) deleting the period at the end of clause (h) and
substituting in lieu thereof the following: "; and" and (c) adding at the end
thereof the following new clause (i):
"(i) RIC may acquire and hold (x) the German
Distribution Option in connection with the sale contemplated
by subsection 14.6(j) and (y) the German Distribution Shares
in connection with the exercise of the German Distribution
Option in accordance with its terms."
6. Amendment to Subsection 17.2(b). Subsection 17.2(b) of the
Credit Agreement is hereby amended by (a) deleting the word "or" the first time
it appears in the ninth line and substituting in lieu thereof a comma and (b)
adding at the end thereof but prior to the period the following: "or (vi) so
long as no Default or Event of Default shall have occurred and is continuing,
the sale by RIC at fair market value of the German Distribution Shares (to the
extent the Administrative Agent shall at the time of such sale have a security
interest therein)".
7. Conditions to Effectiveness. This Amendment shall become
effective on and as of the date that the Administrative Agent shall have
received (i) 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 and (ii) copies of the Barclays Receivables Facility in
form and substance satisfactory to the Administrative Agent.
8. 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.
9. 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 7 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
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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.
10. 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.
11. 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 & 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 Xxxxx
------------------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President & Treasurer
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
6
CHASE SECURITIES INC., as Arranger
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxx
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/ Xxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Group Vice President
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
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: Director
7
NATEXIS BANQUE BFCE, formerly BANQUE
FRANCAISE DU COMMERCE EXTERIEUR, as
a Local Fronting Lender in France
By: /s/ G. Xxxxx Xxxxxx
-----------------------------------------
Name: G. Xxxxx Xxxxxx
Title: Vice President
By: /s/ Xxxx X. Xxxxx
-----------------------------------------
Name: Xxxx X. Xxxxx
Title: Associate
THE SANWA BANK LTD., as a Local Fronting
Lender in Japan
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxxxxx X. 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/ Xxxx X'Xxxxx
-----------------------------------------
Name: Xxxx X'Xxxxx
Title: Vice President
8
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/ X X Xxxxxxxxxx & Xxxxxx Xxxxx
------------------------------------
Name: X X Xxxxxxxxxx
Title: Senior Vice President
Name: Xxxxxx Xxxxx
Title: Assistant Vice President
CITIBANK, N.A., as a Local Fronting
Lender in Spain
By: /s/ Xxxxx Xxxxxxxx
----------------------------------
Name: Xxxxx Xxxxxxxx
Title: Attorney-in-Fact
9
ABN AMRO BANK N.V.
New York Branch
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Group Vice President
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
ALLIED IRISH BANK PLC
Cayman Islands Branch
By: /s/ X X Xxxxxxxxx
----------------------------------
Name: X X Xxxxxxxxxx
Title: Senior Vice President
By: /s/ Xxxxxx Xxxxx
----------------------------------
Name: Xxxxxx Xxxxx
Title: Assistant Vice President
BANKBOSTON, N.A., as a Co-Agent
By: /s/ Xxxxxxx X. Xxxx, Xx.
----------------------------------
Name: Xxxxxxx X. Xxxx, Xx.
Title: Director
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as a Co-Agent
By: /s/ X.X. Xxxxxxxxx
----------------------------------
Name: X.X. Xxxxxxxxx
Title: Senior Vice President
00
XXX XXXX XX XXX XXXX
By: /s/ Xxxxxxx X. Pan-Kita
----------------------------------
Name: Xxxxxxx X. Pan-Kita
Title: Vice President
NATEXIS BANQUE BFCE, formerly BANQUE
FRANCAISE DU COMMERCE EXTERIEUR, as
a Co-Agent
By: /s/ G. Xxxxx Xxxxxx
----------------------------------
Name: G. Xxxxx Xxxxxx
Title: Vice President
By: /s/ Xxxx X. Xxxxx
----------------------------------
Name: Xxxx X. Xxxxx
Title: Associate
BANQUE PARIBAS
By: /s/ Xxxx X. XxXxxxxxx, Xx.
----------------------------------
Name: Xxxx X. XxXxxxxxx, Xx.
Title: Vice President
By: /s/ Xxxx X. Xxxxxxxx
----------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Director
BARCLAYS BANK PLC
By: /s/ Xxxxxxx Xxxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Associate Director
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CREDIT AGRICOLE INDOSUEZ
By: /s/ Xxxxxxx Xxxxx
----------------------------------
Name: Xxxxxxx Xxxxx
Title: First Vice President
By: /s/ Xxxxxx X. Solomato
----------------------------------
Name: Xxxxxx X. Solomato
Title: Vice President
CREDIT LYONNAIS, New York Branch
By: /s/ W. Xxxxxxx Xxxxxx
----------------------------------
Name: W. Xxxxxxx Xxxxxx
Title: Vice President
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/ Xxxxx X. Page
----------------------------------
Name: Xxxxx X. Page
Title: Vice President
12
FIRST BANK NATIONAL ASSOCIATION, as a
Co-Agent
By: /s/ Xxxxxx Xxxxxx
----------------------------------
Name: Xxxxxx Xxxxxx
Title: 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/ Xxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Duly Authorized Signatory
THE LONG-TERM CREDIT BANK OF JAPAN,
LTD., Los Angeles Agency
By: /s/ Xxxxxx Xxxxxxx
----------------------------------
Name: Xxxxxx Xxxxxxx
Title: Deputy General Manager
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
By: /s/ Xxxx XxXxxxxx
----------------------------------
Name: Xxxx XxXxxxxx
Title: Authorized Signatory
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By: /s/ Xxxxxxxxx Xxxxxxx
----------------------------------
Name: Xxxxxxxxx Xxxxxxx
Title: Senior Vice President
13
NATIONSBANK, N.A.
By: /s/ Xxxxx Xxxxxx Xxxxx
----------------------------------
Name: Xxxxx Xxxxxx Xxxxx
Title: Vice President
THE OCTAGON CREDIT INVESTORS LOAN
PORTFOLIO (A UNIT OF THE CHASE
MANHATTAN BANK)
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
THE SANWA BANK, LIMITED
NEW YORK BRANCH
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
THE SUMITOMO BANK, LIMITED
By: /s/ Xxxx X. Xxxxxxxxx
----------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Joint General Manager
XXX XXXXXX AMERICAN CAPITAL 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
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SENIOR DEBT PORTFOLIO
By: /s/ Xxxxx X. Page
----------------------------------
Name: Xxxxx X. Page
Title: Vice President
AERIES FINANCE LTD.
By: /s/ Xxxxxx Xxx Xxxxxxx
----------------------------------
Name: Xxxxxx Xxx Xxxxxxx
Title: Director
STRATA FUNDING LTD.
By: /s/ Xxxx X. Xxxxxxxxx
----------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Director
MEDICAL LIABILITY MUTUAL INSURANCE
COMPANY
By: /s/ Xxxxxxxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Director
CERES FINANCE LTD.
By: /s/ Xxxx X. Xxxxxxxxx
----------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Director
ACKNOWLEDGEMENT AND CONSENT
Dated as of January 29, 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 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.
XXXXXXXXX XX XXXXXXX, LTD.
ALMAY, INC.
AMERICAN CREW, INC.
APPLIED SCIENCE & TECHNOLOGIES INC.
XXXXXXXXXX PARFUMS LTD.
XXXXXXX OF THE RITZ GROUP LTD.
XXXXXXX XXXXXX INC.
COSMETIQUES HOLDINGS, INC.
CREATIVE NAIL DESIGN, INC.
FERMODYL PROFESSIONALS INC.
GENERAL WIG MANUFACTURERS, 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 COMMISSARY SALES, INC.
REVLON CONSUMER CORP.
REVLON CONSUMER PRODUCTS
CORPORATION
REVLON GOVERNMENT SALES, INC.
REVLON HOLDINGS INC.
REVLON INTERNATIONAL CORPORATION
REVLON PROFESSIONAL, INC.
REVLON PROFESSIONAL PRODUCTS INC.
REVLON RECEIVABLES SUBSIDIARY, INC.
RIROS CORPORATION
RIT INC.
ROUX LABORATORIES, INC.
VISAGE BEAUTE COSMETICS, INC.
By: /s/ Xxxxxx Xxxxx
----------------------------------
Title: Vice President & Treasurer
