First Amendment to Second Amended and Restated Credit Agreement among Revlon Consumer Products Corporation and Lenders

Summary

This amendment, dated May 31, 2002, modifies the existing credit agreement between Revlon Consumer Products Corporation, its local borrowing subsidiaries, and several financial institutions. The amendment increases certain monetary thresholds in the agreement from $3,000,000 to $7,000,000. It reaffirms Revlon's representations and warranties and specifies that the amendment becomes effective once signed by the required parties. All other terms of the original credit agreement remain in effect. The agreement is governed by New York law and requires Revlon to cover related administrative expenses.

EX-10.18 3 file002.txt FIRST AMENDMENT TO THE REVLON CREDIT AGREEMENT CONFORMED COPY EXHIBIT 10.18 FIRST AMENDMENT FIRST AMENDMENT, dated as of May 31, 2002 (this "Amendment"), to 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, the financial institutions from time to time parties thereto (the "Lenders"), Citibank, N.A., as documentation agent, Lehman Commercial Paper Inc., as syndication 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 Company has requested that the Lenders amend certain provisions of the Credit Agreement; and 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: 1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein which are defined in the Credit Agreement are used herein as therein defined. 2. Amendments to the Credit Agreement. (a) Section 11.4(h) of the Credit Agreement is hereby amended by deleting the amount "$3,000,000" set forth therein and substituting in lieu thereof the amount "$7,000,000". (b) Section 11.8(f) of the Credit Agreement is hereby amended by deleting the amount "$3,000,000" set forth therein and substituting in lieu thereof the amount "$7,000,000". 3. 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. 4. Conditions to Effectiveness. This Amendment shall become effective as of the date hereof (the "Date of Effectiveness") when 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. 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. 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 4 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. 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. 7. GOVERNING LAW, ETC. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 8. Expenses. The Company agrees to pay or reimburse the Administrative Agent and each Lender 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. [The remainder of this page is intentionally left blank.] 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 Kretzman ---------------------------------------- Name: Robert Kretzman Title: Senior Vice President REVLON INTERNATIONAL CORPORATION (UK Branch), as a Local Borrowing Subsidiary By: /s/ Robert Kretzman ---------------------------------------- Name: Robert Kretzman Title: Vice President REVLON AUSTRALIA PTY LIMITED, as a Local Borrowing Subsidiary By: /s/ Robert Kretzman ---------------------------------------- Name: Robert Kretzman Title: Attorney-in-Fact EUROPEENNE DE PRODUITS DE BEAUTE, as a Local Borrowing Subsidiary By: /s/ Robert Kretzman ---------------------------------------- Name: Robert Kretzman Title: Attorney-in-Fact REVLON K.K., as a Local Borrowing Subsidiary By: /s/ Robert Kretzman ---------------------------------------- Name: Robert Kretzman Title: Attorney-in-Fact REVLON CANADA, INC., as a Local Borrowing Subsidiary By: /s/ Robert Kretzman ------------------------------------- Name: Robert Kretzman Title: Vice President REVLON (HONG KONG) LIMITED, as a Local Borrowing Subsidiary By: /s/ Robert Kretzman ------------------------------------- Name: Robert Kretzman Title: Attorney-in-Fact EUROPEAN BEAUTY PRODUCTS S.p.a., as a Local Borrowing Subsidiary By: /s/ Robert Kretzman ------------------------------------- Name: Robert 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 a Lender By: /s/ Rockwell Lowe ------------------------------------- Name: Rockwell Lowe Title: Vice President LEHMAN COMMERCIAL PAPER INC., as a Lender By: /s/ Francis Chang -------------------------------------- Name: Francis Chang Title: Authorized Signatory NATEXIS BANQUES POPULAIRES., as a Lender By: /s/ Frank H. Madden -------------------------------------- Name: Frank H. Madden Title: Vice President & Group Manager By: /s/ Christian Giordano -------------------------------------- Name: Christian Giordano Title: Vice President TRANSAMERICA BUSINESS CAPITAL CORPORATION, as a Lender By: /s/ Stephen Goetschius -------------------------------------- Name: Stephen Goetschius Title: Senior Vice President CREDIT SUISSE FIRST BOSTON, as a Lender By: /s/ Joel Glodowski -------------------------------------- Name: Joel Glodowski Title: Managing Director By: /s/ John D. Lewis -------------------------------------- Name: John D. Lewis Title: Associate OAK HILL CREDIT PARTNERS I, LIMITED, as a Lender By: Oak Hill CLO Management, LLC, as Investment Manager By: /s/ Scott D. Krase ------------------------------------------ Name: Scott D. Krase Title: Authorized Signatory OAK HILL SECURITIES FUND, L.P., as a Lender 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: Authorized Signatory OAK HILL SECURITIES FUND II, L.P., as a Lender 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 Signatory SENIOR DEBT PORTFOLIO, as a Lender By: Boston Management and Research, as Investment Advisor By: /s/ Scott H. Page ---------------------------------------- Name: Scott H. Page Title: Vice President EATON VANCE SENIOR INCOME TRUST, as a Lender By: Eaton Vance Management, as Investment Advisor By: /s/ Scott H. Page --------------------------------------- Name: Scott H. Page Title: Vice President GRAYSON & CO, as a Lender By: Boston Management and Research, as Investment Advisor By: /s/ Scott H. Page -------------------------------------- Name: Scott H. Page Title: Vice President FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME, as a Lender By: /s/ John H. Costello --------------------------------------- Name: John H. Costello Title: Assistant Treasurer ACKNOWLEDGEMENT AND CONSENT Dated as of May 31, 2002 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. REVLON CONSUMER PRODUCTS CORPORATION By: /s/ Robert Kretzman ----------------------------------- Name: Robert Kretzman Title: Vice President REVLON, INC. By: /s/ Robert Kretzman ----------------------------------- Name: Robert Kretzman Title: Senior Vice President ALMAY, INC. CHARLES OF THE RITZ GROUP LTD. CHARLES REVSON INC. COSMETICS & MORE INC. NORTH AMERICA REVSALE INC. PACIFIC FINANCE & DEVELOPMENT CORP. PPI TWO CORPORATION REVLON CONSUMER CORP. REVLON GOVERNMENT SALES, INC. REVLON INTERNATIONAL CORPORATION REVLON PRODUCTS CORP. RIROS CORPORATION RIROS GROUP INC. RIT INC. By: /s/ Robert Kretzman ------------------------------------ Name: Robert Kretzman Title: Vice President REVLON REAL ESTATE CORPORATION By: /s/ Robert Kretzman ------------------------------------ Name: Robert Kretzman Title: Vice President REVLON INTERNATIONAL CORPORATION (UK BRANCH) By: /s/ Robert Kretzman ------------------------------------ Name: Robert Kretzman Title: Vice President