exv4w1






Exhibit 4.1




AMENDMENT NO. 1




          AMENDMENT NO. 1, dated as of November 6, 2009 (this “Amendment”), by and among Revlon Consumer
Products Corporation (the “Company”) and Citicorp USA, Inc., as administrative agent for the
Lenders (in such capacity, the “Administrative Agent”).




W I T N E S S E T H:




          WHEREAS, the Company has requested that the Administrative Agent, on behalf of the Lenders,
enter into this Amendment to amend the Term Loan Agreement, dated as of December 20, 2006 among the
Company, the Administrative Agent and the Lenders (as amended, modified, or otherwise supplemented
from time to time, the “Credit Agreement”), as set forth herein;




          NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:




          1. Defined Terms. Capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed to such terms in the Credit Agreement.




          2. Amendments. Effective as of the Effective Date (as defined below) and subject to
the terms and conditions set forth herein, the Credit Agreement is hereby amended as follows:




          (a) Section 1.1 (Defined Terms) of the Credit Agreement is hereby amended by (i) deleting the
definitions “Incremental Term Loans”, “Term Facility Increase”, “Term Facility Increase Date”,
“Term Facility Increase Notice” in their entirety and (ii) inserting the following definitions
among the existing definitions set forth in such section in the appropriate alphabetical order:




          “Permitted Second Lien Financing” shall mean secured Indebtedness of the Company or any
Subsidiary that (a) shall have a third lien on the Multi-Currency Collateral, junior to the Liens
securing the Multi-Currency Payment Obligations and the Liens securing the Payment Obligations, (b)
shall have a second lien on the Term Loan Collateral, junior to the Liens securing the Payment
Obligations and pari passu with the Liens securing the Multi-Currency Payment Obligations, (c)
shall be subject to an intercreditor agreement substantially in the form of Exhibit S (with such
changes thereto as are reasonably acceptable to the Administrative Agent), (d) shall meet the
requirements for refinancing Indebtedness contained in the proviso to Section 11.2(b) (other than
clause (iv) thereof), and (e) has no scheduled installments of principal thereof (including at
final maturity) due prior to the date that is 91 days after the Term Loan Maturity Date (as in
effect at the time such Indebtedness is incurred).




          (b) Section 2.6 of the Credit Agreement is hereby deleted in its entirety and replaced with
the following:




          Section 2.6 [Reserved.]




          (c) Section 9.2 of the Credit Agreement is hereby deleted in its entirety and replaced with
the following:




          Section 9.2 [Reserved.]




          (d) Section 11.2(b) of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:




 









 









     “Indebtedness under the Senior Notes Indenture in respect of the Existing Senior Notes
and Indebtedness under the Subordinated Notes Indenture, and any Indebtedness resulting from
the refinancing of any such Indebtedness, or the refinancing of any of the Term Loans in
whole or in part (subject to the payment of any applicable Prepayment Fee); provided,
however, that (i) the primary obligor with respect to any such refinancing Indebtedness is
the same as the primary obligor on the Indebtedness refinanced thereby and (except in the
case of any Permitted Second Lien Financing or Permitted Third Lien Financing) any
contingent obligor of such refinancing Indebtedness was or would have been required to be a
contingent obligor of the Indebtedness refinanced thereby (except to the extent that such
primary obligor and/or contingent obligor may be substituted by a new primary obligor or
contingent obligor, as the case may be, which has no material assets other than assets
which, immediately prior to such substitution, constituted the assets of the original
primary obligor and/or contingent obligor), (ii) the aggregate principal amount of any such
refinancing Indebtedness, minus the aggregate amount of any underwriting discounts and
original issue discount with respect thereto (provided that the amount that may be so
deducted in respect of original issue discount for purposes of this clause (ii) shall not
exceed an amount equal to 5% of the face amount of such refinancing Indebtedness), do not
exceed the sum of the principal amount of the Indebtedness refinanced thereby plus any
premium and accrued but unpaid interest actually paid thereon in connection with such
refinancing plus reasonable costs and expenses (including any fees paid for consents
required thereby) incurred in connection with such refinancing, (iii) the interest rate
applicable to such refinancing Indebtedness (taking account of any original issue discount)
shall not be less favorable to the obligor than it would obtain in an arm’s length
transaction with a Person that is not an Affiliate thereof and shall be based upon the
prevailing market conditions at the time of such refinancing, (iv) except in connection with
a Permitted Second Lien Financing, such refinancing Indebtedness does not have any scheduled
installments of principal thereof (including at final maturity) due prior to the date that
is six months after the Term Loan Maturity Date (as in effect at the time such refinancing
Indebtedness is incurred), (v) with respect to each issue of refinancing Indebtedness in
excess of $5,000,000 (or, with respect to any other currency, the Equivalent thereof) in the
aggregate, either (A) the covenants, defaults and similar provisions applicable to such
refinancing Indebtedness or obligations are no more restrictive, taken as a whole, than the
provisions contained in and otherwise consistent with market terms of agreements governing
comparable Indebtedness of similar companies in the high yield market at the time of such
refinancing and do not violate any other provisions of this Agreement, provided, that a
certificate of a Responsible Officer delivered to the Administrative Agent with reasonable
prior notice before the incurrence of such refinancing Indebtedness, together with a
reasonably detailed description of the material terms and conditions of such Indebtedness or
drafts of the documentation relating thereto, stating that the Company has determined in
good faith that such terms and conditions satisfy the foregoing requirement shall be
conclusive evidence that such terms and conditions satisfy the foregoing requirement and the
requirement under clause (iii) above, or (B) such refinancing Indebtedness is otherwise upon
terms and subject to definitive documentation which is in form and substance reasonably
satisfactory to the Administrative Agent, (vi) if the Indebtedness being refinanced is
Indebtedness under the Subordinated Notes Indenture, such refinancing Indebtedness shall be
either (A) unsecured and subordinated to the Payment Obligations on terms that are
reasonably satisfactory to the Administrative Agent (it being understood that subordination
terms substantially similar to those applicable to the Subordinated Notes are deemed to be
satisfactory) or (B) pursuant to a Permitted Third Lien Financing, (vii) if the Indebtedness
being refinanced is Indebtedness under the Senior Notes Indenture or any Permitted Second
Lien Financing, such refinancing Indebtedness shall be either (A) unsecured or (B) pursuant
to a Permitted Second Lien Financing or a Permitted Third Lien Financing and (viii) except
to the extent permitted otherwise in clause (vii) above, such refinancing Indebtedness shall
be unsecured unless pursuant to a Permitted Third Lien Financing



2









 






(and, for the avoidance of doubt, no Indebtedness may be refinanced with a Permitted
Second Lien Financing other than the Existing Senior Notes or any refinancing thereof
pursuant to clause (vii) above);”



          (e) Section 11.3(r) of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:





     “Liens securing any Permitted Second Lien Financing or Permitted Third Lien Financing.”



          (f) Section 14.1(a)(i) of the Credit Agreement is hereby deleted in its entirety and replaced
with the following:




          (i) [Reserved.]




          (g) The Credit Agreement is hereby amended to add Exhibit I to this Amendment as Exhibit S to
the Credit Agreement.




          3. Conditions to Effectiveness of this Amendment. This Amendment shall become
effective as of the date the following conditions precedent have been satisfied (the “Effective
Date”):




          (a) The Administrative Agent shall have received (i) this Amendment, duly executed and
delivered by the Company and the Administrative Agent, (ii) the Consent and Affirmation, in the
form attached hereto as Annex A, duly executed and delivered by each of the Guarantors, and (iii)
Lender Consents, in the form attached hereto as Annex B (the “Lender Consent”), duly executed and
delivered by Lenders constituting the Required Lenders.




          (b) The Administrative Agent shall have received certified copies of resolutions of the Board
of Directors of the Company and each Guarantor approving the execution, delivery and performance of
this Amendment and the other documents to be executed in connection herewith.




          (c) The Administrative Agent shall have received from the Company, for the ratable benefit of
the Lenders that have delivered a Lender Consent on or prior to 12:00 p.m. (New York time) on
November 6, 2009, an amendment fee equal to 0.50% of each such Lender’s Commitment Percentage of
the outstanding principal amount of the Term Loans on the Effective Date.




          (d) Prior to and after giving effect to this Amendment, each of the representations and
warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in
all material respects on and as of the date hereof, as if made on and as of such date, except to
the extent such representations and warranties expressly relate to an earlier date, in which case
such representations and warranties shall be true and correct in all material respects as of such
earlier date.




          (e) No Default or Event of Default shall have occurred and be continuing on the date hereof
prior to or after giving effect to this Amendment.




          4. Representations and Warranties. The Company hereby represents and warrants to the
Administrative Agent and the Lenders, on and as of the date hereof, both prior to and after giving
effect to this Amendment, that:




3









 








          (a) (i) The Company has taken all necessary action to authorize the execution, delivery and
performance of this Amendment, (ii) this Amendment has been duly executed and delivered by the
Company and (iii) this Amendment is the legal, valid and binding obligation of the Company,
enforceable against it in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors’ rights generally and by general equitable principles.




          (b) Each of the representations and warranties made by any Loan Party in or pursuant to the
Loan Documents is true and correct in all material respects on and as of the date hereof, as if
made on and as of such date, except to the extent such representations and warranties expressly
relate to an earlier date, in which case such representations and warranties are true and correct
in all material respects as of such earlier date.




          (c) No Default or Event of Default has occurred and is continuing.




          5. Continuing Effect. Except as expressly set forth in this Amendment, all of the
terms and provisions of the Credit Agreement are and shall remain in full force and effect and the
Company shall continue to be bound by all of such terms and provisions. This Amendment is limited
to the specific provisions of the Credit Agreement specified herein and shall not constitute an
amendment of, or an indication of the Administrative Agent’s or the Lenders’ willingness to amend
or waive, any other provisions of the Credit Agreement or the same provisions for any other date or
purpose.




          6. Expenses. The Company agrees to pay and reimburse the Administrative Agent for all
its reasonable out-of-pocket costs and expenses incurred in connection with the negotiation,
preparation, execution and delivery of this Amendment, and all other documents prepared in
connection herewith, and the transactions contemplated hereby, including, without limitation,
reasonable fees and disbursements and other charges of counsel to the Administrative Agent.




          7. Consents. Subject to the satisfaction of the conditions set forth herein and in
reliance upon the representations, warranties, covenants and acknowledgments set forth herein, in
the event the Company incurs Indebtedness that constitutes a Permitted Second Lien Financing to
refinance the Existing Senior Notes, the Lenders constituting the Required Lenders hereby consent
(i) to the amendment and restatement of the Intercreditor Agreement substantially in the form
attached hereto as Exhibit I (with such changes thereto reasonably acceptable to the
Administrative Agent) and (ii) to such amendments to the Security Documents and additional
amendments to the Intercreditor Agreement as the Administrative Agent, the Collateral Agent and the
Company shall reasonably determine to be necessary or appropriate to cause such Indebtedness to be
secured by the Collateral with the priority contemplated by the definition of Permitted Second Lien
Financing. For the avoidance of doubt, the Lenders constituting the Required Lenders hereby
confirm that (a) the Existing Senior Notes may continue to be outstanding following the issuance of
the Indebtedness incurred to refinance them for a period not to exceed 60 days (or such later date
as the Administrative Agent may agree) after such issuance so long as arrangements in form and
substance reasonably satisfactory to the Administrative Agent shall have been made for (i) a tender
offer for the purchase of the Existing Senior Notes and/or (ii) a mailing of a notice of redemption
described in Section 3.3 of the Senior Notes Indenture, and (b) in connection therewith, the
Company may elect to make the deposit described in Section 8.2(i) of the Senior Notes Indenture.




          8. Choice of Law. This Amendment and the rights and obligations of the parties hereto
shall be governed by, and construed and interpreted in accordance with, the laws of the State of
New York.




4









 








          9. Counterparts. This Amendment may be executed in any number of counterparts and by
different parties and separate counterparts, each of which when so executed and delivered, shall be
deemed an original, and all of which, when taken together, shall constitute one and the same
instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile
or e-mail shall be effective as delivery of a manually executed counterpart of this Amendment.




          10. Integration. This Amendment, together with the other Loan Documents, incorporates
all negotiations of the parties hereto with respect to the subject matter hereof and is the final
expression and agreement of the parties hereto with respect to the subject matter hereof.




          11. Severability. In case any provision in this Amendment shall be invalid, illegal
or unenforceable, such provision shall be severable from the remainder of this Amendment and the
validity, legality and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.




          12. Loan Document. This Amendment is a Loan Document.




          13. Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY JURY
IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AMENDMENT AND ANY OTHER LOAN DOCUMENT.




[Signature Pages Follow]




5









 





     IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above
written.



	 	 	 	 	 	 	 
	 	 	REVLON CONSUMER PRODUCTS
CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ STEVEN BERNS
 

	 	 
	 

	 	Name:
	 	Steven Berns	 	 
	 

	 	Title:
	 	Executive Vice President, Chief
Financial	 	 
	 

	 	 	 	Officer and Treasurer	 	 





[Signature
Page to Amendment No. 1]


 









 






	 	 	 	 	 	 	 
	 	 	CITICORP USA, INC., as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ DAVID LELAND
 

	 	 
	 

	 	Name:
	 	 David Leland	 	 
	 

	 	Title:
	 	Vice President	 	 





[Signature
Page to Amendment No. 1]


 









 








ANNEX A




CONSENT AND AFFIRMATION



Each Guarantor hereby consents to the Amendment No. 1 (the “Amendment”) to which this Consent and
Affirmation is attached and agrees that the terms thereof shall not affect in any way its
obligations and liabilities under the Loan Documents (as amended and otherwise expressly modified
by the Amendment) to which it is a party, all of which obligations and liabilities shall remain in
full force and effect and each of which is hereby reaffirmed.




Consented to and agreed as of

the date of the Amendment:




REVLON, INC.

REVLON CONSUMER PRODUCTS CORPORATION

ALMAY, INC.

CHARLES OF THE RITZ GROUP LTD.

CHARLES REVSON INC.

COSMETICS & MORE INC.

NORTH AMERICA REVSALE 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.




	 	 	 	 	 
	By: 

Name:

	 	/s/ STEVEN BERNS
 

Steven Berns
	 	 
	Title:

	 	Executive Vice President, Chief	 	 
	 

	 	Financial Officer and Treasurer	 	 







 









 








ANNEX B




LENDER CONSENT



Reference is made to the Term Loan Agreement, dated as of December 20, 2006 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among Revlon
Consumer Products Corporation, as borrower, the Lenders party thereto, Citicorp USA, Inc., as
administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and Citicorp
USA, Inc., as collateral agent for the Secured Parties. Unless otherwise defined herein,
capitalized terms used herein and defined in the Credit Agreement are used herein as therein
defined.



The Company has requested that the Lenders consent to an amendment to the Credit Agreement on the
terms described in the Amendment No. 1 (the “Amendment”) to which this Lender Consent is attached.



Pursuant to Section 14.1 (Amendments and Waivers) of the Credit Agreement, the undersigned Lender
hereby consents to the amendments of, and modifications to, the Credit Agreement contained in the
Amendment and authorizes the applicable Administrative Agent to execute the Amendment on its
behalf.




Consented to and agreed as of

the date of the Amendment:




	 	 	 
	 

[NAME OF LENDER]

	 	 






	 	 	 	 	 
	 
	 	 	 	 
	By: 

Name:

	 	 
 

	 	 
	Title:
	 	 	 	 






 









 





Exhibit I

Second Amended and Restated Intercreditor and 

Collateral Agency Agreement