REVLON CONSUMER PRODUCTS CORPORATION, as Borrower AMENDED AND RESTATED SENIOR SUBORDINATED TERM LOAN AGREEMENT Dated as of April 30, 2012 MACANDREWS & FORBES HOLDINGS INC., as Initial LenderSubordinated Term Loan Agreement • May 1st, 2012 • Revlon Consumer Products Corp • Perfumes, cosmetics & other toilet preparations • New York
Page SECTION 1. DEFINITIONS 1 1.1 Defined Terms 1 1.2 Other Definition Provisions 7 SECTION 2. AMOUNT AND TERMS OF THE LOAN 7 2.1 The Term Loan 7 2.2 Procedure for Borrowing 7 2.3 Repayment of the Loan; Evidence of Debt. 8 2.4 Use of Proceeds 8 SECTION 3. PROVISIONS RELATING TO THE LOAN 8 3.1 Optional Prepayments 8 3.2 Mandatory Prepayments 9 3.3 Interest Rate; Payment Dates 9 3.4 Method of Payments 9 3.5 No Repayment of the Loan Prior to Redemption of the Series A Preferred Stock 10 SECTION 4. REPRESENTATIONS AND WARRANTIES 10 4.1 Corporate Existence 10 4.2 Corporate Power 10 4.3 No Legal Bar to Loan 11 SECTION 5. CONDITIONS PRECEDENT 11 5.1 Conditions to the Loan 11 SECTION 6. AFFIRMATIVE AND NEGATIVE COVENANTS 11 6.1 Certain Covenants of the 9 1/2% Note Indenture 11 6.2 Change of Control 14 6.3 Successor Company 15 6.4 Further Assurances 15 SECTION 7. EVENTS OF DEFAULT 16 7.1 Events of Default 16 SECTION 8. SUBORDINATION 17 8.1 Agreement To Subordinate 17 8.2 Subordination Provision
CITIBANK, N.A. 388 Greenwich Street New York, NY 10013 ADMINISTRATIVE LETTERRevlon Consumer Products Corp • May 1st, 2012 • Perfumes, cosmetics & other toilet preparations • New York
This letter is the Administrative Letter referred to in the Amended and Restated Senior Subordinated Term Loan Agreement dated as of April 30, 2012 (as amended, restated, supplemented and otherwise modified from time to time, the “Loan Agreement”) between Revlon Consumer Products Corporation, as borrower (the “Borrower”), and MacAndrews & Forbes Holdings Inc., as initial lender (the “Initial Lender”)). Capitalized terms used herein and not otherwise defined have the meaning ascribed to such terms in the Loan Agreement.
