<PAGE>
CONFORMED COPY
SIXTH AMENDMENT
SIXTH AMENDMENT, dated as of September 8, 2000 (this
"Amendment"), to the Amended and Restated Credit Agreement, dated as of May 30,
1997 (as amended, supplemented or otherwise modified from time to time, 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. All terms defined in the Credit Agreement shall have
such defined meanings when used herein unless otherwise defined herein.
2. Amendment to Subsection 14.6. Subsection 14.6 of the Credit
Agreement is hereby amended by (i) deleting the word "and" at the end of clause
(k) thereof, (b) deleting the period at the end of clause (l) and substituting
in lieu thereof the following: "; and" and (c) adding at the end thereof the
following new clause (m):
"(m) the sale by the Company or any of its Subsidiaries,
including without limitation, RIC, of all of the capital stock of each
of Revlon (Malaysia) Sdn. Bhd. and Revlon (Singapore) Pte. Ltd for
consideration, including adjustments, not to exceed approximately
$500,000, plus the assumption of certain liabilities.".
3. Conditions to Effectiveness. This Amendment 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 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.
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4. 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.
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 3 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.
7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
<PAGE>
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/ Robert K. Kretzman
--------------------------------------------
Name:
Title: Senior Vice President
DEUTSCHE REVLON GMBH & CO. KG
REVLON INTERNATIONAL CORPORATION
(UK Branch)
REVLON MANUFACTURING LIMITED
(Australia Branch)
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 K. Kretzman
--------------------------------------------
Name:
Title: Authorized Representative
THE CHASE MANHATTAN BANK, as Administrative Agent
and as a Lender
By: /s/ Neil R. Boylan
--------------------------------------------
Name:
Title: Managing Director
CHASE SECURITIES INC., as Arranger
By: /s/ Douglas Traver
--------------------------------------------
Name:
Title: Managing Director
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: /s/ Susan McManigal
--------------------------------------------
Name:
Title: Vice President
<PAGE>
CITIBANK LIMITED, as a Local Fronting Lender in
Australia
By: /s/ Susan McManigal
--------------------------------------------
Name:
Title: Vice President
LEHMAN COMMERCIAL PAPER INC., as Syndication Agent
and as a Lender
By: /s/ Michele Swanson
--------------------------------------------
Name:
Title: Authorized Signatory
SYNDICATED LOAN FUNDING TRUST,
By: LEHMAN COMMERCIAL PAPER INC., not its
individual capacity but solely as Asset
Manager
By: /s/ Michele Swanson
--------------------------------------------
Name:
Title: Authorized Signatory
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: /s/ Dean P. Giglio
--------------------------------------------
Name:
Title: Vice President
By: /s/ Richard Schrage
--------------------------------------------
Name:
Title: Vice President
<PAGE>
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: /s/ C.B. Moore
--------------------------------------------
Name:
Title: Vice President
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: /s/ W.J. Strickland
--------------------------------------------
Name:
Title:: Executive Vice President
By: /s/ Germaine Reusch
--------------------------------------------
Name:
Title: Vice President
<PAGE>
BANK OF AMERICA, N.A., as a Co-Agent and as a
Lender
By: /s/ Robert Klawinski
--------------------------------------------
Name:
Title: Managing Director
BANK OF AMERICA, N.A. (formerly known as
NATIONSBANK, N.A.)
By: /s/ Robert Klawinski
--------------------------------------------
Name:
Title: Managing Director
THE BANK OF NEW YORK
By: /s/ James J. Ducex
--------------------------------------------
Name:
Title: Vice President
BARCLAYS BANK PLC
By: /s/ Edward G. Hamway, Jr
--------------------------------------------
Name:
Title: Director
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:
<PAGE>
STRATA FUNDING LTD.
By: INVESCO SENIOR SECURED
MANAGEMENT, INC.,
as Sub-Managing Agent
By:
--------------------------------------------
Name:
Title:
CREDIT AGRICOLE INDOSUEZ
By: /s/ Ren's LeBlanc
--------------------------------------------
Name:
Title: Vice President Senior Relations
Manager
By: /s/ Michael Fought
--------------------------------------------
Name:
Title: Vice President
CREDIT LYONNAIS, New York Branch
By:
--------------------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON, as a Co-Agent and as
a Lender
By: /s/ Joel Glodowski
--------------------------------------------
Name:
Title: Managing Director
By: /s/ Vitaly G. Butenko
--------------------------------------------
Name:
Title: Asst. Vice President
EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
By: EATON VANCE MANAGEMENT,
as Investment Manager
By: /s/ Scott H. Page
--------------------------------------------
Name:
Title: Vice President
<PAGE>
SENIOR DEBT PORTFOLIO
By: BOSTON MANAGEMENT AND RESEARCH, as
Investment Advisor
By: /s/ Scott H. Page
--------------------------------------------
Name:
Title: Vice President
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: /s/ Anthony Heyman
--------------------------------------------
Name:
Title: Authorized Signatory
THE MITSUBISHI TRUST AND BANKING CORPORATION
By:
--------------------------------------------
Name:
Title:
PARIBAS
By:
--------------------------------------------
Name:
Title:
By:
--------------------------------------------
Name:
Title:
<PAGE>
ROYAL BANK OF CANADA
By: /s/ Lori Ross
----------------------------------------------
Name:
Title: Manager
U.S. BANK NATIONAL ASSOCIATION, as a Co-Agent and as
a Lender
By: /s/ Elliot Jaffee
----------------------------------------------
Name:
Title: Senior Vice President
VAN KAMPEN CLO I, LIMITED
By: VAN KAMPEN MANAGEMENT INC., as Collateral
Manager
By: /s/ Brian Buscher
-----------------------------------------------
Name:
Title: Manager
VAN KAMPEN PRIME RATE INCOME TRUST
By: VAN KAMPEN INVESTMENT ADVISORY CORP.
By: /s/ Brian Buscher
--------------------------------------------
Name:
Title: Manager
<PAGE>
ACKNOWLEDGEMENT AND CONSENT
Dated as of September 8, 2000
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 Sixth Amendment and (b) after giving effect to such
Sixth 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 Sixth Amendment.
ALMAY, INC.
CARRINGTON PARFUMS LTD.
CHARLES OF THE RITZ GROUP LTD.
CHARLES REVSON INC.
COSMETICS & MORE INC.
COSMETIQUES HOLDINGS, INC.
NEW ESSENTIALS LIMITED
NORELL PERFUMES, INC.
NORTH AMERICA REVSALE INC.
OXFORD PROPERTIES CO.
PACIFIC FINANCE & DEVELOPMENT CORP.
PPI TWO CORPORATION
PPI FOUR CORPORATION
PRESTIGE FRAGRANCES, LTD.
REVLON CONSUMER CORP.
REVLON CONSUMER PRODUCTS CORPORATION
REVLON GOVERNMENT SALES, INC.
REVLON HOLDINGS INC.
REVLON, INC.
REVLON INTERNATIONAL CORPORATION
REVLON PRODUCTS CORP.
REVLON REAL ESTATE CORPORATION
RIROS CORPORATION
RIROS GROUP INC.
RIT INC.
VISAGE BEAUTE COSMETICS, INC.
By: /s/ Robert K. Kretzman
--------------------------------------------
Name:
Title:: Vice President
