EX-10.24 2 0002.txt SIXTH AMENDMENT TO THE RESTATED CREDIT AGREEMENT 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. 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. 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 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 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 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: 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 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: 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 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