Exhibit 4.28
THIRD AMENDMENT AND SECOND WAIVER
THIRD AMENDMENT AND SECOND WAIVER, dated as of January 28, 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, MacAndrews & Forbes Holdings Inc., a Delaware corporation,
and/or an Affiliate thereof ("M&FH"), have agreed to extend financing to the
Company (the "New M&FH Financing") in the form of senior unsecured
multiple-draw term loans in an aggregate principal amount of up to
$125,000,000;
WHEREAS, Revlon, Inc. ("Revlon") and the Company are exploring
various options to reduce indebtedness, including, among other things, a
possible exchange of Indebtedness of the Company for common stock or other
equity of Revlon (the "Exchange");
WHEREAS, in connection with the New M&FH Financing and the Exchange,
the Company has requested that the Lenders amend certain provisions of the
Credit Agreement and waive certain Defaults and Events of Default that may
occur under the Credit Agreement; and
WHEREAS, the Lenders are willing to agree to the requested amendments
and waivers 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. Waivers of Defaults and Events of Default. Subject to the
occurrence of the Third Amendment Effective Date, the Lenders hereby waive:
(a) any Default or Event of Default (which shall be deemed not to be
continuing for all purposes of the Credit Agreement and the other Credit
Documents) arising by reason of the Company's failure to comply with the
Leverage Ratio set forth in subsection 11.1(a) of the Credit Agreement for the
four consecutive fiscal quarter period ended on December 31, 2003;
(b) until January 31, 2005, any Default or Event of Default (which
shall be deemed not to be continuing for all purposes of the Credit Agreement
and the other Credit Documents) arising by reason of the Company's failure to
comply with the Leverage Ratio set forth in subsection 11.1(a) of the Credit
Agreement for the four consecutive fiscal quarter period ending on December 31,
2004;
(c) any Default or Event of Default (which shall be deemed not to be
continuing for all purposes of the Credit Agreement and the other Credit
Documents) arising by reason of the Company's failure to maintain the minimum
EBITDA set forth in subsection 11.1(c) of the Credit Agreement for the four
consecutive fiscal quarter period ended on December 31, 2003; and
(d) until January 31, 2005, any Default or Event of Default (which
shall be deemed not to be continuing for all purposes of the Credit Agreement
and the other Credit Documents) arising by reason of the Company's failure to
maintain the minimum EBITDA set forth in subsection 11.1(c) of the Credit
Agreement for the four consecutive fiscal quarter period ending on December 31,
2004.
Section 3. Amendments to Subsection 1.1 (Defined Terms). Subsection
1.1 of the Credit Agreement is hereby amended by:
(a) deleting therefrom the defined terms for "Applicable Margin",
"Liquidity" and "M&FH Lender" in their entireties and substituting in lieu
thereof the following new definitions:
""Applicable Margin" shall mean (a) with respect to Alternate
Base Rate Loans, 4.50% per annum and (b) with respect to all other
Loans, 5.50% per annum;
"Liquidity" shall mean, at any time, the sum of the following
available amounts at such time: (a) Unrestricted Cash of the Company
and its Subsidiaries, (b) the funds available under the Multi-Currency
Commitments under this Agreement to the extent no Default or Event of
Default has occurred and is continuing hereunder, (c) funds available
under Indebtedness permitted pursuant to subsection 11.2(e) so long as
such Indebtedness is owed to M&FH or an Affiliate thereof or
subsection 11.2(n), in either case to the extent such Indebtedness,
including the commitment with respect thereto, is (i) evidenced by
documentation on substantially the same terms as (x) the M&FH
Supplemental Line of Credit Agreement or (y) those provided in the
respect of the M&FH Multiple-Draw Term Loans between the Company and
the M&FH Lender, in the case of each of the foregoing clauses (x) and
(y) as the same may be amended, supplemented or otherwise modified
from time to time to the extent permitted under subsection 11.9 or
(ii) in the case of Indebtedness permitted pursuant to subsection
11.2(e) only, evidenced by documentation reasonably acceptable to the
Administrative Agent, provided that the amounts of such funds shall
only be included pursuant to this clause (c) to the extent no default
or event of default has occurred and is continuing under the
applicable loan or credit agreement with respect thereto, (d) funds
available under the M&FH Multiple-Draw Term Loan to the extent no
default or event of default has occurred and is continuing thereunder
and (e) funds available under the Revlon Preferred Stock Subscription
to the extent the conditions to the obligations of the M&FH Lender
with respect thereto are then being satisfied;
"M&FH Lender" shall mean M&FH, and/or an Affiliate thereof
(other than REV Holdings), that provides financing to the Company
pursuant to the Revlon Preferred Stock Subscription Agreement, the
Interim Financing, if any, the M&FH Multiple-Draw Term Loan or the New
M&FH Multiple-Draw Term Loan;" and
(b) adding the following new definitions in the appropriate
alphabetical order:
"Exchange" shall mean any exchange of Indebtedness of Revlon
and the Company for common stock or other equity of Revlon, whether
pursuant to an exemption from registration under Section 3(a)(9) of
the Securities Act of 1933 or otherwise;
"M&FH Supplemental Line of Credit Agreement" shall mean the
Senior Unsecured Supplemental Line of Credit Agreement, dated as of
February 5, 2003, between the Company and M&FH, as the same may be
amended, supplemented or otherwise modified from time to time to the
extent permitted by subsection 11.9;
"New M&FH Multiple-Draw Term Loan" shall mean the senior
unsecured multiple-draw term loans in an aggregate principal amount of
up to $125,000,000 provided to the Company by the M&FH Lender pursuant
to documentation, on substantially the same terms (except as necessary
to permit the optional prepayment or repurchase thereof as permitted
pursuant to Section 11.9(c)(ii) hereof) as those provided in respect
of the M&FH Multiple-Draw Term Loan, between the Company and the M&FH
Lender, as the same may be amended, supplemented or otherwise modified
from time to time to the extent permitted by subsection 11.9;
"Third Amendment" shall mean the Third Amendment and Second
Waiver, dated as of January 28, 2004, to and under this Agreement;
"Third Amendment Effective Date" shall mean the Third
Amendment Effective Date as defined in the Third Amendment;".
Section 4. Amendment to Subsection 8.28 (Indebtedness Owing to
Affiliates). Subsection 8.28 of the Credit Agreement is hereby amended by
deleting the second parenthetical thereof in its entirety and substituting in
lieu thereof the following new parenthetical:
" (not including any trade credit in the ordinary course of business,
any Subordinated Intercompany Note, any Capital Contribution Note, any
Capital Gains Note, any Indebtedness described in clause (z) of the
proviso in paragraph (o) of Section 12, or on or after the Second
Amendment Effective Date, any Indebtedness in respect of the Interim
Financing, the M&FH Multiple-Draw Term Loan or any Indebtedness
permitted to be incurred pursuant to subsection 11.2(n))".
Section 5. Amendment to Subsection 10.2 (Certificates; Other
Information). Subsection 10.2 of the Credit Agreement is hereby amended by
deleting paragraph (g) thereof in its entirety and substituting in lieu thereof
the following new paragraph (g):
"(g) within five Business Days following the last day of each
month, a certificate of a Responsible Officer of the Company
substantially in the form of Exhibit V; and".
Section 6. Amendment to Subsection 11.1 (Financial Covenants).
Subsection 11.1 of the Credit Agreement is hereby amended by:
(a) deleting the table contained in paragraph (a) thereof in its entirety and
substituting in lieu thereof the following new table:
"Period Ratio
------- -----
12/31/01 through 12/31/02 1.40:1.00
12/31/03 1.10:1.00
12/31/04 and thereafter 1.10:1.00"; and
(b) deleting the table contained in paragraph (c) thereof in its
entirety and substituting in lieu thereof the following new table:
"Period Amount
------- ------
12/31/01 through 3/31/02 $180,000,000
6/30/02 through 9/30/02 $185,000,000
12/31/02 $210,000,000
12/31/03 $230,000,000
12/31/04 and thereafter $250,000,000"; and
(c) deleting paragraphs (d) and (e) thereof in their entirety and
substituting in lieu thereof the following new paragraphs (d) and (e):
"(d) Maintenance of Minimum Liquidity. Permit Liquidity of
the Company and its Subsidiaries as of the close of business on any
Business Day after the Second Amendment Effective Date to be less than
$20,000,000.
(e) Certificate of Compliance with Financial Covenants. Fail
to deliver to the Administrative Agent on or prior to January 31,
2005, a certificate of a Responsible Officer of the Company certifying
the Company's compliance with the financial covenants contained in
this subsection 11.1 for the four consecutive fiscal quarter period
ending on December 31, 2004.".
Section 7. Amendment to Subsection 11.2 (Indebtedness). Subsection
11.2 of the Credit Agreement is hereby amended by deleting paragraph (n)
thereof in its entirety and substituting in lieu thereof the following new
paragraph (n):
"(n) unsecured Indebtedness of the Company (i) in respect of
the New M&FH Multiple-Draw Term Loan (and any increase in the amount
outstanding thereunder due to the accrual and capitalization of
interest in accordance with its terms), and (ii) to Affiliates in
respect of additional working capital loans actually received in cash
by the Company in an aggregate principal amount not to exceed
$115,000,000 (and any increase in the amount outstanding thereunder
due to the accrual and capitalization of interest in accordance with
its terms), provided that,
(A) in the case of Indebtedness incurred pursuant to
clause (ii) only and which is provided pursuant to the M&FH
Supplemental Line of Credit Agreement as in effect on the
Third Amendment Effective Date:
(x) at the time of any incurrence of such
Indebtedness on or after the Third Amendment
Effective Date, at least $100,000,000 in aggregate
principal amount of loans under the New M&FH
Multiple-Draw Term Loan shall have been borrowed,
(y) the rate of interest payable on account of such
Indebtedness shall be less than the rate then
payable on Eurodollar Loans hereunder and
(z) other than pursuant to the Exchange, any such
Indebtedness shall not mature prior to June 30, 2005
and shall not be repayable (and, in any event, shall
not be repaid) prior to June 30, 2005 at any time
when, after giving effect to such repayment, the
Company would not be in compliance with subsection
11.1(d); and
(B) in the case of the Indebtedness, if any,
incurred pursuant to clause (ii) only which is not
provided for in the M&FH Supplemental Line of Credit
Agreement as in effect on the Third Amendment
Effective Date:
(w) such Indebtedness is evidenced by documentation
on substantially the same terms as (i) those
provided in the M&FH Supplemental Line of Credit
Agreement or (ii) those provided in the respect of
the M&FH Multiple-Draw Term Loans between the
Company and the M&FH Lender, in the case of each of
the foregoing clauses (i) and (ii) as the same may
be amended, supplemented or otherwise modified from
time to time to the extent permitted under
subsection 11.9,
(x) at the time of any incurrence of such
Indebtedness on or after the Third Amendment
Effective Date, at least $100,000,000 in aggregate
principal amount of loans under the New M&FH
Multiple-Draw Term Loan shall have been borrowed,
(y) to the extent such Indebtedness is evidenced by
documentation on substantially the same terms as the
M&FH Supplemental Line of Credit Agreement, (1) the
rate of interest payable on account of such
Indebtedness shall be less than the rate then
payable on Eurodollar Loans hereunder and (2) other
than pursuant to the Exchange, any such Indebtedness
shall not mature prior to June 30, 2005 and shall
not be repayable (and, in any event, shall not be
repaid) prior to June 30, 2005 at any time when,
after giving effect to such repayment, the Company
would not be in compliance with subsection 11.1(d)".
Section 8. Amendments to Subsection 11.9 (Limitation on Payments on
Account of Debt; Synthetic Purchase Agreements). Subsection 11.9 of the Credit
Agreement is hereby amended by:
(a) amending subsection 11.9(a) by adding the following proviso after
the comma at the end of clause (ii) thereof:
"provided that the Company and its Subsidiaries may amend, waive,
supplement or otherwise modify any agreement governing the M&FH
Multiple-Draw Term Loan or Indebtedness permitted to be incurred
pursuant to subsection 11.2(n) on or after the Third Amendment
Effective Date in order to extend the maturity date of such
Indebtedness,";
(b) amending subsection 11.9(b) by deleting the second proviso
thereof in its entirety and substituting in lieu thereof the following new
proviso:
"provided further that the terms of any Affiliate Subordination Letter
may be amended to the extent necessary to provide that such Affiliate
Subordination Letter shall not govern Indebtedness in respect of the
M&FH Multiple-Draw Term Loan, any Indebtedness permitted to be
incurred pursuant to subsection 11.2(n) on or after the Second
Amendment Effective Date or any Indebtedness described in clause (z)
of the proviso in paragraph (o) of Section 12"; and
(c) amending subsection 11.9(c) by:
(i) deleting paragraph (ii) thereof in its entirety and
substituting in lieu thereof the following new paragraph (ii):
"(ii) Indebtedness which is (A) permitted by paragraphs (d),
(e), (j), (l),(m), (n)(ii), and (o) through (r) of subsection 11.2,
(B) permitted by subsection 11.2(i) and has a final maturity which is
earlier than the Termination Date or (C) permitted by subsection
11.2(n)(i) but only in an amount such that, after giving effect to any
such prepayment, the aggregate principal amount of the New M&FH
Multiple-Draw Term Loans then outstanding (excluding any accrual and
capitalization of interest thereunder) shall not be less than
$100,000,000, provided that such New M&FH Multiple-Draw Term Loans may
not be repayable (and, in any event, shall not be repaid) prior to
June 30, 2005 at any time when, after giving effect to such repayment,
the Company would not be in compliance with subsection 11.1(d);"; and
(ii) (A) deleting "and" at the end of paragraph (iii)
thereof, (B) deleting "or" at the end of paragraph (iv) thereof and
substituting in lieu thereof "and", and (C) adding immediately after
paragraph (iv) thereof the following new paragraph (v):
"(v) Indebtedness exchanged pursuant to the Exchange; or".
Section 9. Amendments to Section 12 (Events of Default). Section 12
of the Credit Agreement is hereby amended by:
(a) deleting the proviso in paragraph (o) thereof in its entirety and
substituting in lieu thereof the following new proviso:
"provided that an Affiliate Subordination Letter shall not be required
to be delivered with respect to (x) the M&FH Multiple-Draw Term Loan,
(y) Indebtedness permitted to be incurred pursuant to subsection
11.2(n) on or after the Second Amendment Effective Date (and any
Affiliate Subordination Letter previously delivered by the M&FH Lender
in connection with the Interim Financing shall be terminated
automatically on the Second Amendment Effective Date), and (z)
Indebtedness issued under the Indentures"; and
(b) deleting the second parenthetical in paragraph (r) thereof in its
entirety and substituting in lieu thereof the following new parenthetical:
"(other than (w) Indebtedness of the type contemplated by
clause (i) of the definition of such term, (x) Indebtedness in respect
of the Revlon Guarantee, (y) Indebtedness in respect of the Senior
Secured Notes and (z) Indebtedness incurred after the Third Amendment
Effective Date consisting solely of guarantees of Indebtedness of the
Company under the Indentures solely to the extent necessary, in the
opinion of counsel to the Company, to commence the offering of the
Exchange (whether or not the Exchange is successfully consummated) so
long as such guarantees are subordinated to the Revlon Guarantee
pursuant to terms, and documentation in form and substance, reasonably
satisfactory to the Administrative Agent)".
Section 10. 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 11. Conditions to Effectiveness. This Amendment shall become
effective as of the date (the "Third Amendment Effective Date") on which 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, (b) for the account of
each Lender that approves this Amendment prior to 5:00 pm (New York City time)
on January 28, 2004, an amendment fee equal to 0.50% of the sum of such
Lender's Multi-Currency Commitment and such Lender's Term Loans outstanding and
(c) an executed legal opinion from counsel to the Company, in form and
substance reasonably acceptable to the Administrative Agent.
Section 12. 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 10 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.
Section 13. 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 14. 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 15. 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: Attorney-in-fact
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/ FRANK R. LOWE
------------------------------------
Name: Frank R. Lowe
Title: Managing Director
BLACK DIAMOND CLO 1998-1, LTD.
By: /s/ ALAN CORKISH
------------------------------------
Name: Alan Corkish
Title: Director
BLACK DIAMOND CLO 2000-1, LTD.
By: /s/ ALAN CORKISH
------------------------------------
Name: Alan Corkish
Title: Director
BLACK DIAMOND INTERNATIONAL FUNDING, LTD.
By: /s/ ALAN CORKISH
------------------------------------
Name: Alan Corkish
Title: Director
COOKSMILL
By: /s/ JOHN R.M. CAMPBELL
------------------------------------
Name: John R.M. Campbell
Title: Authorized Signatory
CSAM FUNDING I
By: /s/ ANDREW MARSHAK
------------------------------------
Name: Andrew Marshak
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/ JOHN PINEIRO
------------------------------------
Name: John Pineiro
Title: Director
VAN KAMPEN SENIOR INCOME TRUST
By: Van Kampen Investment Advisory Corp.
By: /s/ BRAD LANGS
------------------------------------
Name: Brad Langs
Title: Executive Director
VAN KAMPEN SENIOR LOAN FUND
By: Van Kampen Investment Advisory Corp.
By: /s/ BRAD LANGS
------------------------------------
Name: Brad Langs
Title: Executive Director
ACKNOWLEDGEMENT AND CONSENT
Dated as of January 28, 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 Third Amendment and Second Waiver and
(b) after giving effect to such Third Amendment and Second Waiver, (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 Third Amendment and Second Waiver.
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