SEVENTH AMENDMENT
SEVENTH AMENDMENT, dated as of January 29, 2001 (this "Amendment"), to
the Amended and Restated Credit Agreement, dated as of May 30, 1997 (as
heretofore amended, supplemented or otherwise modified, 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, Lehman Commercial Paper Inc., as
Syndication Agent, The Chase Manhattan Bank, as Administrative Agent and Chase
Securities Inc., as Arranger.
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) Replacement of Definitions. The definitions of "Applicable Margin"
and "EBITDA" contained in subsection 1.1 of the Credit Agreement are hereby
amended by deleting such definitions in their entirety and substituting in lieu
thereof the following definitions:
"'Applicable Margin' shall mean:
(a) during the period from the Closing Date through and including the
Adjustment Date occurring with respect to the delivery of the consolidated
financial statements of the Company and its Subsidiaries for the fiscal
period ending June 30, 1997, (i) with respect to Alternate Base Rate Loans,
1/2% per annum and (ii) with respect to all other Loans, 1-1/2% per annum;
and
(b) thereafter, for the period commencing with any Adjustment Date
(other than as described below) and ending on the day immediately preceding
the next succeeding Adjustment Date, the Applicable Margin shall be the rate
per annum set forth below for the relevant type of Loan opposite the
Leverage Ratio for such period:
2
Alternate Base
Rate Loans not
constituting
Period Local Loans Other Loans
- ------ ----------- -----------
Leverage Ratio is greater than 5.75 to 3% 4%
1.0
Leverage Ratio is greater than 5.25 to 2-3/4% 3-3/4%
1.0, but less than or equal to 5.75 to
1.0
Leverage Ratio is greater than 4.75 to 2-1/2% 3 1/2%
1.0, but less than or equal to 5.25 to
1.0
Leverage Ratio is greater than 4.50 to 2-1/4% 3-1/4%
1.0, but less than or equal to 4.75 to
1.0
Leverage Ratio is less than or equal to 2% 3%
4.50 to 1.0
; provided, however, for the period beginning on the Seventh Amendment
Effective Date and ending on the day immediately preceding the next
succeeding Adjustment Date, the Applicable Margin shall be determined based
on a Leverage Ratio of greater than 5.75 to 1.0; provided, further, that, in
the event that the financial statements required to be delivered pursuant to
subsection 13.1(a) and (c) are not delivered when due, then during the
period from the date upon which such financial statements were required to
be delivered until the date upon which they actually are delivered, the
Leverage Ratio shall be deemed for purposes of this definition to be greater
than 5.75 to 1.0;
'EBITDA' shall mean, for any period, the amount equal to:
(a) Consolidated Net Income for such period;
(b) plus (to the extent deducted in the determination of Consolidated
Net Income and without duplication) the sum of (i) tax expense on
account of such period, (ii) Interest Expense (including, without
limitation, fees, commissions and other charges associated with
standby letters of credit and other financing charges) for such
period, (iii) depreciation and amortization expense for such
period, (iv) any losses in respect of currency fluctuations for
such period, (v) any losses in respect of equity earnings for such
period, (vi) the amount (not to exceed the excess of the book
value of the Roppongi Building on December 31, 1995 over
$35,000,000) equal to any write-down in the book value of the
Roppongi Building (or, upon the sale thereof, any loss upon such
sale), (vii) non-cash write-offs in respect of unamortized debt
issuance costs, (viii) for any period of determination including
any of the fiscal quarters ending during the period from December
31, 1998 through and including September 30, 1999 and without
duplication, non-recurring restructuring charges taken by the
Company or any of its Subsidiaries during any of such quarters
which are included in such period of determination in an aggregate
3
amount for all such quarters not to exceed $65,000,000, (ix) for
any period of determination including any of the fiscal quarters
ending during the period from December 31, 1999 through and
including December 31, 2001 and without duplication, non-recurring
restructuring charges (specifically identified and itemized by the
Company, whether or not characterized as a restructuring charge in
accordance with GAAP) taken by the Company and any of its
Subsidiaries during any of such quarters which are included in
such period of determination in an aggregate amount for all such
quarters not to exceed $135,000,000, (x) non-cash charges in
respect of permanent display write-downs taken by the Company and
its Subsidiaries for the 2000 and 2001 fiscal years of the
Company, (xi) non-cash charges taken by the Company in respect of
the issuance of capital stock of Revlon or options, stock
appreciation rights or other similar equity based compensation to
directors or employees of the Company or its Subsidiaries for
compensation or for repricing of outstanding stock options of such
directors or employees, (xii) non-cash charges taken by the
Company and its Subsidiaries for the fiscal years 2000 and 2001 of
the Company in respect of (A) write-downs in the book value of
obsolete inventory, finished goods and components in an amount for
such fiscal years not to exceed $15,000,000 in the aggregate, (B)
write-downs in respect of software expenses to the extent
capitalized by the Company in an amount for such fiscal years not
to exceed $5,000,000 in the aggregate and (C) write downs in
respect of options and/or warrants issued to the Company for the
capital stock of Marbert AG in an amount for such fiscal years not
to exceed $5,500,000 in the aggregate and (xiii) any non-cash
losses from the asset sales described in subsections 14.6(l) and
(n)(ii);
(c) minus (to the extent included in the determination of Consolidated
Net Income and without duplication) the sum of (i) interest income
for such period, (ii) extraordinary gains for such period, (iii)
any gains in respect of currency fluctuations for such period,
(iv) any gains in respect of equity earnings for such period and
(v) any gains from the asset sales described in subsections
14.6(l) and (n)(ii);
provided that, for purposes of the calculation only of the Leverage Ratio
and compliance with the provisions of subsection 14.1(a), the EBITDA of any
Person acquired by the Company or any of its Subsidiaries during the
relevant calculation period shall be included, on a pro forma basis, in the
EBITDA of the Company as if such Person had been acquired on the first day
of the calculation period;".
(c) Addition of Definitions. Subsection 1.1 of the Credit Agreement is
hereby amended by adding thereto the following new defined term in appropriate
alphabetical order:
""Non-Core Asset Sales' shall mean the sale of the assets by the
Borrower or any of its Subsidiaries described on Schedule I to the
Seventh Amendment,
4
subject to the limitations set forth therein;
'Phoenix Property' shall mean the real property and improvements
thereon, and related equipment, owned by the Company which are located
in Phoenix, Arizona and which are subject of a Mortgage;
'Seventh Amendment' shall mean the Seventh Amendment, dated as of
January 29, 2001, to this Agreement;"
'Seventh Amendment Effective Date' shall mean the date of
effectiveness of the Seventh Amendment;".
2. Amendment of Subsection 10.4 (Mandatory Commitment Reductions).
Subsection 10.4 of the Credit Agreement is hereby amended by adding thereto the
following new paragraph (f):
"(f) Notwithstanding the foregoing provisions of subsection
10.4(b), so long as no Default or Event of Default shall have occurred
and is then continuing, 100% of the Net Proceeds from each Net Proceeds
Event described in subsection 14.6(n) shall be required to prepay the
Loans without a corresponding permanent reduction of the Commitments."
3. Amendment of Subsection 13.2 (Certificates; Other Information).
Subsection 13.2(b) of the Credit Agreement is hereby amended by adding at the
end thereof immediately after the semicolon the following: "it being understood
that such certificate shall include a calculation of the Leverage Ratio for each
fiscal quarter during the 2001 fiscal year of the Company notwithstanding that
compliance with a minimum Leverage Ratio is not required for such fiscal
quarters pursuant to subsection 14.1(b);".
4. Amendment of Subsection 14.1(a) (Maintenance of Interest Coverage
Ratio). Subsection 14.1(a) of the Credit Agreement is hereby amended by deleting
the table set forth therein and substituting in lieu thereof the following new
table:
"Date Ratio
----- -----
March 31, 2002 2.00 to 1.0".
5. Amendment of Subsection 14.1(b) (Maintenance of Leverage Ratio).
Subsection 14.1(b) of the Credit Agreement is hereby amended by deleting the
table set forth therein and substituting in lieu thereof the following new
table:
"Date Ratio
----- -----
March 31, 2002 5.50 to 1.0".
6. Amendment of Subsection 14.1(c) (Maximum Capital Expenditures).
Subsection 14.1(c) of the Credit Agreement is hereby amended by inserting after
the reference to
5
"$50,000,000" therein immediately prior to the colon the following: "or,
beginning with the 2001 fiscal year, $25,000,000".
7. Amendment of Subsection 14.1(d) (Maintenance of Minimum EBITDA).
Subsection 14.1(d) of the Credit Agreement is hereby amended by deleting such
subsection in its entirety and substituting in lieu thereof the following new
subsection:
"(d) Maintenance of Minimum EBITDA. Permit EBITDA for the period
from January 1, 2001 to any date set forth below to be less than the
amount set forth opposite such date:
Date Amount
---- ------
March 31, 2001 $25,000,000
June 30, 2001 $60,000,000
September 30, 2001 $120,000,000
December 31, 2001 $200,000,000".
8. Amendment of Subsection 14.6 (Limitation on Sale of Assets).
Subsection 14.6 of the Credit Agreement is hereby amended by (a) deleting the
word "and" at the end of clause (l) thereof, (b) deleting the period at the end
of clause (m) and substituting in lieu thereof the following: "; and" and (c)
adding at the end thereof the following new clause (n):
"(n) (i) the sale by the Company or any of its Subsidiaries of the
Phoenix Property and (ii) Non-Core Asset Sales.".
9. Amendment of Section 14 (Negative Covenants). Section 14 is hereby
amended by adding at the end thereof the following new subsection 14.16:
"14.16 Oxford Mortgage. The Company will not, or will not permit
the applicable Subsidiary, to fail to execute and deliver, within
forty-five days after the Seventh Amendment Effective Date, to the
Administrative Agent a Mortgage in respect of the Company's facility
located in Oxford, North Carolina, together with such surveys, title
insurance policies, and opinions in respect of such Mortgage as the
Administrative Agent may reasonably request.".
10. Replacement of Local Subsidiary. The Company hereby designates, in
lieu of Revlon Manufacturing Limited (Australia Branch), Revlon Australia Pty
Limited (the "New Local Borrower") as the Local Subsidiary for Australian
Dollars. This Section 10 shall serve as written notice to the Administrative
Agent and the Local Fronting Lender for Australian Dollars of the designation of
the New Local Borrower. Upon receipt by the Administrative Agent of (a) a
Borrowing Subsidiary Joinder Agreement, duly executed and delivered by the New
Local Borrower and (b) such of the Security Documents contemplated by
subsections 13.10, 13.11 and 13.12 of the Credit Agreement and/or such other
documents, instruments,
6
agreements and legal opinions as the Administrative Agent reasonably may request
(including, in any event, an opinion of local counsel in Australia to the effect
that no Multi-Currency Lender, other than the relevant Local Fronting Lender,
shall be deemed to be doing business in Australia, or otherwise shall be subject
to regulation or taxation therein, solely as a result of the agreements set
forth in the Credit Agreement). From and after the date upon which the
Administrative Agent has received the documents (all of which shall be in form
and substance reasonably satisfactory to the Administrative Agent) described in
the foregoing sentence, (a) Schedule III to the Credit Agreement shall be deemed
to be amended to reflect the name of the New Local Borrower and (b) the New
Local Borrower shall be the Local Subsidiary for Australian Dollars for all
purposes under Credit Agreement.
11. Fees. In consideration of the agreement of the Lenders to consent
to the amendments contained herein, the Company agrees to pay to each Lender
which so consents on or prior to 12:00 noon, New York time, on Monday, January
29, 2001, an amendment fee in an amount equal to 0.375% of the amount of such
Lender's Commitment, payable on the date hereof in immediately available funds.
12. Conditions to Effectiveness. This Amendment shall become effective
as of December 31, 2000 on the date that the Administrative Agent shall have
received (a) 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) for the account of each Lender executing this
Amendment, the fee referred to in Section 11 above; provided that Section 10
hereof shall become effective on and as of the date that the Administrative
Agent shall have received counterparts of this Amendment duly executed by the
Company, the Administrative Agent and the Local Fronting Lender for Australian
Dollars. 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.
13. 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.
14. 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 12 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
7
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.
15. 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.
16. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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/ Douglas H. Greeff
-------------------------------------
Name: Douglas H. Greeff
Title:
DEUTSCHE REVLON GMBH & CO. KG
REVLON INTERNATIONAL CORPORATION
(UK Branch)
REVLON MANUFACTURING LIMITED
(Australia Branch)
REVLON AUSTRALIA PTY LIMITED
REVLON MANUFACTURING (UK) LIMITED
EUROPEENNE DE PRODUITS DE BEAUTE
REVLON NEDERLAND B.V.
REVLON K.K.
REVLON CANADA, INC.
REVLON (HONG KONG) LIMITED
EUROPEAN BEAUTY PRODUCTS S.P.A., as
Local Subsidiaries
By: /s/ Robert Kretzman
-------------------------------------
Name: Robert Kretzman
Title:Senior Vice President
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Lender
By:
-------------------------------------
Name:
Title:
CHASE SECURITIES INC., as Arranger
By:
-------------------------------------
Name:
Title:
CITIBANK, N.A., as Documentation Agent,
as a Local Fronting Lender in each of
Hong Kong, the Netherlands and Italy and
as a Lender
By:
-------------------------------------
Name:
Title:
CITIBANK LIMITED, as a Local Fronting
Lender in Australia
By:
-------------------------------------
Name:
Title:
LEHMAN COMMERCIAL PAPER INC., as
Syndication Agent and as a Lender
By:
-------------------------------------
Name:
Title:
SYNDICATED LOAN FUNDING TRUST,
By: LEHMAN COMMERCIAL PAPER INC., not
its individual capacity but solely as
Asset Manager
By:
-------------------------------------
Name:
Title:
ABN AMRO BANK N.V., as a Local Fronting
Lender in the Federal Republic of Germany
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
ABN AMRO BANK N.V., New York Branch
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
FLEET NATIONAL BANK (formerly known as
BANKBOSTON, N.A.), as a Local Fronting
Lender in the United Kingdom, as a
Co-Agent and as a Lender
By:
-------------------------------------
Name:
Title:
NATEXIS BANQUE BFCE (formerly known as
BANQUE FRANCAISE DU COMMERCE EXTERIEUR),
as a Local Fronting Lender in France, as
a Co-Agent and as a Lender
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
THE SANWA BANK LTD., as a Local Fronting
Lender in Japan
By:
-------------------------------------
Name:
Title:
THE SANWA BANK, LIMITED, NEW YORK BRANCH
By:
-------------------------------------
Name:
Title:
ALLIED IRISH BANK PLC, Cayman Islands
Branch
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
BANK OF AMERICA, N.A., as a Co-Agent and
as a Lender
By:
-------------------------------------
Name:
Title:
BANK OF AMERICA, N.A. (formerly known as
NATIONSBANK, N.A.)
By:
-------------------------------------
Name:
Title:
THE BANK OF NEW YORK
By:
-------------------------------------
Name:
Title:
BARCLAYS BANK PLC
By:
-------------------------------------
Name:
Title:
CERES FINANCE LTD.
By: INVESCO SENIOR SECURED
MANAGEMENT, INC.,
as Sub-Managing Agent
By:
-------------------------------------
Name:
Title:
MEDICAL LIABILITY MUTUAL INSURANCE
COMPANY
By: INVESCO SENIOR SECURED
MANAGEMENT, INC.,
as Investment Manager
By:
-------------------------------------
Name:
Title:
STRATA FUNDING LTD.
By: INVESCO SENIOR SECURED
MANAGEMENT, INC.,
as Sub-Managing Agent
By:
-------------------------------------
Name:
Title:
CREDIT AGRICOLE INDOSUEZ
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
CREDIT LYONNAIS, New York Branch
By:
-------------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON, as a Co-Agent
and as a Lender
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
EATON VANCE INSTITUTIONAL SENIOR LOAN
FUND
By: EATON VANCE MANAGEMENT, as Investment
Manager
By:
-------------------------------------
Name:
Title:
SENIOR DEBT PORTFOLIO
By: BOSTON MANAGEMENT AND RESEARCH, as
Investment Advisor
By:
-------------------------------------
Name:
Title:
THE FUJI BANK, LIMITED, New York Branch,
as a Co-Agent and as a Lender
By:
-------------------------------------
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION, as
a Co-Agent and as a Lender
By:
-------------------------------------
Name:
Title:
MERRILL LYNCH SENIOR FLOATING RATE FUND,
INC.
By:
-------------------------------------
Name:
Title:
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By:
-------------------------------------
Name:
Title:
PARIBAS
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
ROYAL BANK OF CANADA
By:
-------------------------------------
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION, as a
Co-Agent and as a Lender
By:
-------------------------------------
Name:
Title:
VAN KAMPEN CLO I, LIMITED
By: VAN KAMPEN MANAGEMENT INC., as
Collateral Manager
By:
-------------------------------------
Name:
Title:
VAN KAMPEN PRIME RATE INCOME TRUST
By: VAN KAMPEN INVESTMENT ADVISORY CORP.
By:
-------------------------------------
Name:
Title:
SALOMON BROTHERS, INC.
By:
-------------------------------------
Name:
Title:
ACKNOWLEDGEMENT AND CONSENT
Dated as of January 29, 2001
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 Seventh Amendment and (b) after giving effect to such
Seventh 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 Seventh Amendment.
ALMAY, INC. REVLON CONSUMER CORP.
CARRINGTON PARFUMS LTD. REVLON CONSUMER PRODUCTS CORPORATION
CHARLES OF THE RITZ GROUP LTD. REVLON GOVERNMENT SALES, INC.
CHARLES REVSON INC. REVLON HOLDINGS INC.
COSMETICS & MORE INC. REVLON, INC.
COSMETIQUES HOLDINGS, INC. REVLON INTERNATIONAL CORPORATION
NEW ESSENTIALS LIMITED REVLON PRODUCTS CORP.
NORELL PERFUMES, INC. REVLON REAL ESTATE CORPORATION
NORTH AMERICA REVSALE INC. RIROS CORPORATION
OXFORD PROPERTIES CO. RIROS GROUP INC.
PACIFIC FINANCE & DEVELOPMENT CORP. RIT INC.
PPI TWO CORPORATION VISAGE BEAUTE COSMETICS, INC.
PPI FOUR CORPORATION
PRESTIGE FRAGRANCES, LTD.
By:/s/ Robert Kretzman
------------------------------
Name: Robert Kretzman
Title:Senior Vice President