Fifth Amendment to Second Amended and Restated Credit Agreement among Revlon Consumer Products Corporation, Lenders, and JPMorgan Chase Bank

  FIFTH AMENDMENT FIFTH AMENDMENT, dated as of March 22, 2004 (this "Amendment"), to and under 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 (together with the Company, the "Borrowers"), the financial institutions from time to time parties thereto (the "Lenders"), Citibank, N.A., as documentation agent, J.P. Morgan 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, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrowers; WHEREAS, the Lenders have agreed to permit an incremental term loan to the Company in an aggregate principal amount equal to $64,400,000 (the "Term A Loan"); WHEREAS, the Lenders have agreed to amend the interest rates applicable to the Term A Loan; 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: Section 1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein which are defined in the Credit Agreement are used herein as therein defined. Unless otherwise identified herein, Section and subsection references refer to Sections and subsections of the Credit Agreement. Section 2. Amendment to Subsection 1.1 (Defined Terms). Subsection 1.1 of the Credit Agreement is hereby amended by: (a) deleting therefrom the defined term for "Applicable Margin" in its entirety and substituting in lieu thereof the following new definition: ""Applicable Margin" shall mean (a) with respect to Term A Loans which are Alternate Base Rate Loans, 4.00% per annum, (b) with respect to Term A Loans which are Eurodollar Loans, 5.00% per annum, (c) with respect to Alternate Base Rate Loans (other than Term A Loans), 4.50% per annum and (d) with respect to Eurodollar Loans and all other Loans (other than Term A Loans and Alternate Base Rate Loans), 5.50% per annum;"; and (b) adding the following new definition in the appropriate alphabetical order: ""Fifth Amendment" shall mean the Fifth Amendment, dated as of March 22, 2004, to and under this Agreement;".  2 Section 3. Amendment to Section 2A.1 (Term A Loan Commitments). Section 2A.1 of the Credit Agreement is hereby amended by deleting the first sentence thereof and substituting in lieu thereof the following new sentence: "So long as no Event of Default shall be in existence, the Company and any one or more Lenders or additional banks, financial institutions or other entities which become Lenders pursuant to this subsection 2A.1 (individually, a "Term A Loan Lender" and collectively, the "Term A Loan Lenders"), may agree that each such Term A Loan Lender shall make a term loan in Dollars (each, a "Term A Loan" and collectively, the "Term A Loans") to the Company, which Term A Loans may from time to time be (a) Eurodollar Loans, (b) Alternate Base Rate Loans or (c) a combination thereof, as determined by the Company and notified to the Administrative Agent in accordance with this subsection 2A.1 and subsection 7.8, by executing and delivering to the Administrative Agent a Term A Loan Activation Notice specifying (i) the amount of such Term A Loan, (ii) the date on which such Term A Loan shall be made (the "Term A Loan Borrowing Date"), (iii) whether the Term A Loans to be borrowed are initially to be Alternate Base Rate Loans or Eurodollar Loans or a combination thereof and, if a combination, the respective aggregate amount of each type of borrowing and (iv) if the Term A Loans to be borrowed are Eurodollar Loans, the length of the Interest Period or Interest Periods applicable thereto." Section 4. Amended Exhibit W. The Credit Agreement is hereby amended by deleting Exhibit W thereto in its entirety and substituting in lieu thereof a new Exhibit W in the form attached hereto as Exhibit I. Section 5. New Exhibit X. The Credit Agreement is hereby amended by deleting Exhibit X thereto in its entirety and substituting in lieu thereof a new Exhibit X in the form attached hereto as Exhibit II. Section 6. 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. Section 7. Conditions to Effectiveness. This Amendment shall become effective as of the earliest time at which both (a) 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 and (b) the Fourth Amendment is effective. Section 8. 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 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  3 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. Section 9. 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. Section 10. GOVERNING LAW, ETC. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Section 11. Expenses. The Company agrees to pay or reimburse the Administrative Agent 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.  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/ROBERT K. KRETZMAN ----------------------------------------- Name: Robert K. Kretzman Title: Executive Vice President and Chief Legal Officer REVLON INTERNATIONAL CORPORATION (UK Branch), as a Local Borrowing Subsidiary By: /s/ ROBERT K. KRETZMAN ----------------------------------------- Name: Robert K. Kretzman Title: Vice President and Secretary REVLON AUSTRALIA PTY LIMITED, as a Local Borrowing Subsidiary By: /s/ ROBERT K. KRETZMAN ----------------------------------------- Name: Robert K. Kretzman Title: Attorney-in-fact EUROPEENNE DE PRODUITS DE BEAUTE, S.A.S., as a Local Borrowing Subsidiary By: /s/ ROBERT K. KRETZMAN ----------------------------------------- Name: Robert K. Kretzman Title: Attorney-in-fact REVLON K.K., as a Local Borrowing Subsidiary By: /s/ ROBERT K. KRETZMAN ----------------------------------------- Name: Robert K. Kretzman Title: Attorney-in-fact  REVLON CANADA INC., as a Local Borrowing Subsidiary By: /s/ ROBERT K. KRETZMAN ------------------------------------------ Name: Robert K. Kretzman Title: Vice President and Secretary REVLON (HONG KONG) LIMITED, as a Local Borrowing Subsidiary By: /s/ ROBERT K. KRETZMAN ------------------------------------------ Name: Robert K. Kretzman Title: Attorney-in-fact REVLON S.P.A., as a Local Borrowing Subsidiary By: /s/ ROBERT K. KRETZMAN ------------------------------------------ Name: Robert K. Kretzman Title: Director  JPMORGAN CHASE BANK, as Administrative Agent and as a Lender By: /s/ NEIL R. BOYLAN ---------------------------------------- Name: Neil R. Boylan Title: Managing Director  CITIBANK, N.A., as Documentation Agent and as a Lender By: /s/ MICHAEL CHLOPAK ------------------------------------------- Name: Michael Chlopak Title: Vice President  BLACK DIAMOND CLO 1998-1, LTD. By: /s/ PAUL COPE ------------------------- Name: Paul Cope Title: Director  BLACK DIAMOND CLO 2000-1, LTD. By: /s/ PAUL COPE ------------------------- Name: Paul Cope Title: Director  BLACK DIAMOND INTERNATIONAL FUNDING, LTD. By: /s/ PAUL COPE -------------------------------- Name: Paul Cope Title: Director  COOKSMILL By: /s/ JOHN R.M. CAMPBELL ---------------------------- Name: John R.M. Campbell Title: Authorized Signatory  CSAM FUNDING I By: /s/ JOHN G. POPP --------------------------- Name: John G. Popp Title: Authorized Signatory  FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND By: /s/ JOHN H. COSTELLO -------------------------------- Name: John H. Costello Title: Assistant Treasurer  GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ WILLIAM MAGEE -------------------------------- Name: William Magee Title: Duly Authorized Signatory  LONG LANE MASTER TRUST IV By Fleet National Bank as Trust Administrator By: /s/ MICHAEL J. SULLIVAN ----------------------------------------- Name: Michael J. Sullivan Title: Director  NATEXIS BANQUES POPULAIRES By: /s/ FRANK H. MADDEN, JR. ------------------------------------- Name: Frank H. Madden, Jr. Title: Vice President & Group Manager By: /s/ JORDAN H. LEVY ------------------------------------- Name: Jordan H. Levy Title: Assistant Vice President  OAK HILL CREDIT PARTNERS I, LIMITED By: Oak Hill CLO Management I, LLC As Investment Manager By: /s/ SCOTT D. KRASE ------------------------------- Name: Scott D. Krase Title: Authorized Person  OAK HILL CREDIT PARTNERS II, LIMITED By: Oak Hill CLO Management II, LLC As Investment Manager By: /s/ SCOTT D. KRASE -------------------------------- Name: Scott D. Krase Title: Authorized Person  OAK HILL SECURITIES FUND, L.P. By: Oak Hill Securities GenPar, L.P., its General Partner By: Oak Hill Securities MGP, Inc., its General Partner By: /s/ SCOTT D. KRASE --------------------------------- Name: Scott D. Krase Title: Vice President  OAK HILL SECURITIES FUND II, L.P. By: Oak Hill Securities GenPar II, L.P., its General Partner By: Oak Hill Securities MGP II, Inc., its General Partner By: /s/ SCOTT D. KRASE ------------------------------------ Name: Scott D. Krase Title: Authorized Person  PRESIDENT & FELLOWS OF HARVARD COLLEGE By: Regiment Capital Management, LLC as its Investment Advisor By: Regiment Capital Advisors, LLC its Manager and pursuant to delegated authority By: /s/ TIMOTHY S. PETERSON ----------------------------------------------- Name: Timothy S. Peterson Title: President  REGIMENT CAPITAL, LTD. By: Regiment Capital Management, LLC as its Investment Advisor By: Regiment Capital Advisors, LLC its Manager and pursuant to delegated authority By: /s/ TIMOTHY S. PETERSON ----------------------------------------------- Name: Timothy S. Peterson Title: President  TRANSAMERICA BUSINESS CAPITAL CORPORATION By: /s/ WILLIAM MAGEE ------------------------------------- Name: William Magee Title: Duly Authorized Signatory  TRS 1 LLC By: /s/ DEBORAH O'KEEFE -------------------------- Name: Deborah O'Keefe Title: Vice President  VAN KAMPEN SENIOR INCOME TRUST By: Van Kampen Investment Advisory Corp. By: /s/ CHRISTINA JAMIESON ------------------------------------ Name: Christina Jamieson Title: Executive Director  ACKNOWLEDGEMENT AND CONSENT Dated as of March 22, 2004 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. CHARLES OF THE RITZ GROUP LTD. CHARLES REVSON INC. COSMETICS & MORE INC. PPI TWO CORPORATION REVLON CONSUMER CORP. REVLON DEVELOPMENT CORP. REVLON GOVERNMENT SALES, INC. REVLON INTERNATIONAL CORPORATION REVLON PRODUCTS CORP. REVLON REAL ESTATE CORPORATION* RIROS CORPORATION RIROS GROUP INC. RIT INC. By: /s/ ROBERT K. KRETZMAN ----------------------------------------------- Name: Robert K. Kretzman Title: Vice President and Secretary *President and Secretary REVLON, INC. By: /s/ ROBERT K. KRETZMAN ----------------------------------------------- Name: Robert K. Kretzman Title: Executive Vice President and Chief Legal Officer  NORTH AMERICA REVSALE, INC. By: /s/ MICHAEL T. SHEEHAN ----------------------------------- Name: Michael T. Sheehan Title: Vice President and Secretary  EXHIBIT I TO FIFTH AMENDMENT Exhibit W to Credit Agreement FORM OF TERM A LOAN ACTIVATION NOTICE To: JPMORGAN CHASE BANK, as Administrative Agent under the Credit Agreement referred to below Reference is hereby made to the Credit Agreement, dated as of November 30, 2001 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Revlon Consumer Products 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, J.P. Morgan Securities Inc., as arranger, and JPMorgan Chase Bank, as administrative agent (in such capacity, the "Administrative Agent"). Terms defined in the Credit Agreement shall have their defined meanings when used herein. This notice is a Term A Loan Activation Notice referred to in the Credit Agreement, and the Company and each of the Lenders party hereto hereby notify you that: 1. Each Lender party hereto agrees to make a Term A Loan in the amount set forth opposite such Lender's name below under the caption "Term A Loan Amount." 2. The Term A Loan Borrowing Date shall be ___________, 200__. 3. The Term A Loans to be borrowed are to be [Alternate Base Rate Loans][Eurodollar Loans].* [4. The Interest Period shall be [___________].] The undersigned hereby acknowledges that the Term A Loans are as described in the Credit Agreement, as amended by the Fourth Amendment and the Fifth Amendment thereto. - -------- * If the Term A Loans to be borrowed are to be a combination of Alternate Base Rate Loans and Eurodollar Loans, specify the respective aggregate amount of each type.  IN WITNESS WHEREOF, the undersigned have executed this Term A Loan Activation Notice this ___ day of ______________, 200__. REVLON CONSUMER PRODUCTS CORPORATION By:______________________________ Name: Title: Term A Loan Amount [INSERT NAME OF LENDER] - ------------------ $ By:______________________________ Name: Title: CONSENTED TO: JPMORGAN CHASE BANK, as Administrative Agent By:______________________________ Name: Title:  EXHIBIT II TO FIFTH AMENDMENT Exhibit X to Credit Agreement FORM OF NEW LENDER SUPPLEMENT NEW LENDER SUPPLEMENT (this "New Lender Supplement"), dated ______, 200_, to the Credit Agreement, dated as of November 30, 2001 (as amended, supplemented or otherwise modified from time to time, including by the Fourth Amendment and the Fifth Amendment, the "Credit Agreement"), among Revlon Consumer Products 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, J.P. Morgan 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 Credit Agreement provides in Section 2A.1 thereof that any bank, financial institution or other entity may become a party to the Credit Agreement with the consent of the Company and the Administrative Agent (which consent shall not be unreasonably withheld) by executing and delivering to the Company and the Administrative Agent a supplement to the Credit Agreement in substantially the form of this New Lender Supplement; and WHEREAS, the undersigned now desires to become a party to the Credit Agreement; NOW, THEREFORE, the undersigned hereby agrees as follows: 1. The undersigned agrees to be bound by the provisions of the Credit Agreement, and agrees that it shall, on the date this New Lender Supplement is accepted by the Company and the Administrative Agent, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with Term A Loans of $__________. 2. The undersigned (a) represents and warrants that it is legally authorized to enter into this New Lender Supplement; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in subsection 8.9 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this New Lender Supplement; (c) agrees that it has made and will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is  organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 7.13(b) of the Credit Agreement. 3. The address of the undersigned for notices for the purposes of the Credit Agreement is as follows: 4. Terms defined in the Credit Agreement shall have their defined meanings when used herein.  IN WITNESS WHEREOF, the undersigned has caused this New Lender Supplement to be executed and delivered by a duly authorized officer on the date first above written. [INSERT NAME OF LENDER] By________________________________ Name: Title: Accepted this _____ day of ______________, 200_. REVLON CONSUMER PRODUCTS CORPORATION By____________________________ Name: Title: Accepted this ____ day of ______________, 200_. JPMORGAN CHASE BANK, as Administrative Agent By____________________________ Name: Title: