Second Amended and Restated Term Loan Agreement Dated as of March 11, 2010 among Revlon Consumer Products Corporation as Borrower and The Lenders Party Hereto and Citicorp USA, Inc. as Administrative Agent and Collateral Agent JPMorgan Chase Bank,...Term Loan Agreement • March 16th, 2010 • Revlon Consumer Products Corp • Perfumes, cosmetics & other toilet preparations • New York
Schedules Schedule I Lenders; Addresses for Notices Schedule II Term Loan Commitments Schedule 1.1(a) Existing Hedging Contracts Schedule 8.13(a) Company Information Schedule 8.13(b) Subsidiaries of the Company; Subsidiaries Scheduled for Dissolution Schedule 10.16 Post-Closing Matters Schedule 11.3(g) Existing Liens Schedule 11.4(b) Contingent Obligations Schedule 11.6 Disposition Assets Schedule 11.8(p) Existing Investments Schedule 12.1(p) Existing Parent Agreements Exhibits Exhibit A Form of Note Exhibit B [Intentionally Omitted] Exhibit C [Intentionally Omitted] Exhibit D [Intentionally Omitted] Exhibit E Form of Guaranty Exhibit F Form of Pledge and Security Agreement Exhibit G Form of Mortgage Exhibit H Form of Notice of Borrowing Exhibit I Form of Notice of Conversion or Continuation Exhibit J Form of Affiliate Subordination Letter Exhibit K-1 Form of Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP Exhibit K-2 Form of Opinion of Executive Vice President and General Coun
Second Amended and Restated Revolving Credit Agreement Dated as of March 11, 2010 among Revlon Consumer Products Corporation and Certain Local Borrowing Subsidiaries as Borrowers and The Lenders and Issuing Lenders Party Hereto and Citicorp USA, Inc....Revolving Credit Agreement • March 16th, 2010 • Revlon Consumer Products Corp • Perfumes, cosmetics & other toilet preparations • New York
Second Amended and Restated Revolving Credit Agreement, dated as of March 11, 2010, among Revlon Consumer Products Corporation, a Delaware corporation (the “Company”), the Local Borrowing Subsidiaries (as defined below) from time to time party hereto, the Lenders (as defined below), the Issuing Lenders (as defined below), Citicorp USA, Inc. (“Citicorp”), as collateral agent for the Secured Parties (as defined below) (in such capacity, the “Collateral Agent”), and Citicorp, as administrative agent for the Multi-Currency Lenders (as defined below) and the Issuing Lenders (in such capacity, the “Administrative Agent”).
THIRD AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT Dated as of March 11, 2010 among Revlon, Inc., Revlon Consumer Products Corporation andPledge and Security Agreement • March 16th, 2010 • Revlon Consumer Products Corp • Perfumes, cosmetics & other toilet preparations • New York
This Third Amended and Restated Pledge and Security Agreement is subject to the terms and provisions of the Third Amended and Restated Intercreditor and Collateral Agency Agreement, dated as of March 11, 2010 (as such agreement may be amended, amended and restated, supplemented or otherwise modified from time, the “Intercreditor Agreement”), among Citicorp USA, Inc., as Administrative Agent for the Multi-Currency Lenders and Issuing Lenders, Citicorp USA, Inc., as Administrative Agent for the Term Loan Lenders, U.S. Bank National Association, as Trustee for the Noteholders, Citicorp USA, Inc., as collateral agent for the Secured Parties, Revlon, Inc., Revlon Consumer Products Corporation and each other Grantor.
ContractTrademark Security Agreement • March 16th, 2010 • Revlon Consumer Products Corp • Perfumes, cosmetics & other toilet preparations
Third Amended and Restated Trademark Security Agreement, dated as of March 11, 2010 (“Trademark Security Agreement”), by each of the entities listed on the signature pages hereof (each a “Grantor” and, collectively, the “Grantors”), in favor of Citicorp USA, Inc. (“Citicorp”), as collateral agent for the Secured Parties (as defined in the Credit Agreements and Indenture referred to below) (in such capacity, the “Collateral Agent”).
ContractCopyright Security Agreement • March 16th, 2010 • Revlon Consumer Products Corp • Perfumes, cosmetics & other toilet preparations
Third Amended and Restated Copyright Security Agreement, dated as of March 11, 2010 (“Copyright Security Agreement”), by each of the entities listed on the signature pages hereof (each a “Grantor” and, collectively, the “Grantors”), in favor of Citicorp USA, Inc. (“Citicorp”), as collateral agent for the Secured Parties (as defined in the Credit Agreements and Indenture referred to below) (in such capacity, the “Collateral Agent”).
ContractPatent Security Agreement • March 16th, 2010 • Revlon Consumer Products Corp • Perfumes, cosmetics & other toilet preparations
Third Amended and restated Patent Security Agreement, dated as of March 11, 2010 (“Patent Security Agreement”), by each of the entities listed on the signature pages hereof (each a “Grantor” and, collectively, the “Grantors”), in favor of Citicorp USA, Inc. (“Citicorp”), as collateral agent for the Secured Parties (as defined in the Credit Agreements and Indenture referred to below) (in such capacity, the “Collateral Agent”).
to Second amended and restated revolving Credit AgreementRevolving Credit Agreement • March 16th, 2010 • Revlon Consumer Products Corp • Perfumes, cosmetics & other toilet preparations • New York
For value received, the undersigned, Revlon Consumer Products Corporation, a Delaware corporation (the “Company”), hereby promises to pay to the order of the Lender set forth above (the “Lender”) the Principal Amount set forth above, or, if less, the aggregate unpaid principal amount of all Revolving Credit Loans (as defined in the Credit Agreement referred to below) of the Lender to the Company, payable at such times, and in such amounts, as are specified in the Credit Agreement.
to Second Amended and Restated Term Loan AgreementTerm Loan Agreement • March 16th, 2010 • Revlon Consumer Products Corp • Perfumes, cosmetics & other toilet preparations • New York
For value received, the undersigned, Revlon Consumer Products Corporation, a Delaware corporation (the “Company”), hereby promises to pay to the order of the Lender set forth above (the “Lender”) the Principal Amount set forth above, or, if less, the aggregate unpaid principal amount of the Term Loan (as defined in the Term Loan Agreement referred to below) of the Lender to the Company, payable at such times, and in such amounts, as are specified in the Term Loan Agreement.
ContractTerm Loan Guaranty • March 16th, 2010 • Revlon Consumer Products Corp • Perfumes, cosmetics & other toilet preparations • New York
This Amended and Restated Term Loan Guaranty is subject to the terms and provisions of the Third Amended and Restated Intercreditor and Collateral Agency Agreement, dated as of March 11, 2010 (as such agreement may be amended, amended and restated, supplemented or otherwise modified from time, the “Intercreditor Agreement”), among Citicorp USA, Inc., as administrative agent for the Multi-Currency Lenders and Issuing Lenders, Citicorp USA, Inc., as administrative agent for the Term Loan Lenders, U.S. Bank National Association, as Trustee for the Noteholders, Citicorp USA, Inc., as collateral agent for the Secured Parties, Revlon, Inc., Revlon Consumer Products Corporation and each other Guarantor party thereto.
ContractGuaranty • March 16th, 2010 • Revlon Consumer Products Corp • Perfumes, cosmetics & other toilet preparations • New York
This Amended and Restated Guaranty is subject to the terms and provisions of the Third Amended and Restated Intercreditor and Collateral Agency Agreement, dated as of March 11, 2010 (as such agreement may be amended, amended and restated, supplemented or otherwise modified from time, the “Intercreditor Agreement”), among Citicorp USA, Inc., as administrative agent for the Multi-Currency Lenders and Issuing Lenders, Citicorp USA, Inc., as administrative agent for the Term Loan Lenders, U.S. Bank National Association, as Trustee for the Noteholders, Citicorp USA, Inc., as collateral agent for the Secured Parties, Revlon, Inc., Revlon Consumer Products Corporation and each other Guarantor party thereto.
Third Amended and Restated Intercreditor and Collateral Agency AgreementIntercreditor and Collateral Agency Agreement • March 16th, 2010 • Revlon Consumer Products Corp • Perfumes, cosmetics & other toilet preparations • New York
This Third Amended and Restated Intercreditor and Collateral Agency Agreement, dated as of March 11, 2010, is entered into among Citicorp USA, Inc. (“Citicorp”), as administrative agent for the Multi-Currency Lenders (as defined below) and Issuing Lenders (as defined below) (in such capacity, the “Multi-Currency Administrative Agent”), Citicorp, as administrative agent for the Term Loan Lenders (as defined below) (in such capacity, the “Term Loan Administrative Agent”; together with the Multi-Currency Administrative Agent, the “Administrative Agents”), U.S. Bank National Association, as trustee for the Noteholders (in such capacity, the “Noteholder Representative”; together with the Multi-Currency Administrative Agent and the Term Loan Administrative Agent, the “Representatives”), Citicorp, as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”), Revlon, Inc. (“Revlon”), Revlon Consumer Products Corporation (the “Company”) and each other Loan Party.
