exv4w2






Exhibit 4.2




AMENDMENT NO. 5




          AMENDMENT NO. 5, dated as of November 6, 2009 (this “Amendment”), by and among Revlon Consumer
Products Corporation (the “Company”), Citicorp USA, Inc., as administrative agent for the Term Loan
Lenders (in such capacity, the “Term Loan Administrative Agent”), and Citicorp USA, Inc., as
administrative agent for the Multi-Currency Lenders and the Issuing Lenders (in such capacity, the
“Multi-Currency Administrative Agent” and, together with the Term Loan Administrative Agent, the
“Administrative Agents”).




W I T N E S S E T H:




          WHEREAS, the Company has requested that the Administrative Agents, on behalf of the Lenders,
enter into this Amendment to amend the Credit Agreement, dated as of July 9, 2004 (as amended,
modified, or otherwise supplemented from time to time, the “Credit Agreement”), among the Company
and the Local Borrowing Subsidiaries, as borrowers, the Lenders and Issuing Lenders party thereto,
the Term Loan Administrative Agent, the Multi-Currency Administrative Agent and Citicorp USA, Inc.,
as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”) 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 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 Payment Obligations and the Liens securing the New Term Loan Payment Obligations, (b)
shall have a second lien on the Term Loan Collateral, junior to the Liens securing the New Term
Loan Payment Obligations and pari passu with the Liens securing the 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 Agents), (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 Stated Multi-Currency Termination Date (as in
effect at the time such Indebtedness is incurred).




          (b) 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 Stated Multi-Currency
Termination 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 Multi-Currency 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 Multi-Currency 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 Multi-Currency 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 (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);”



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          (c) 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.”



          (d) 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 Multi-Currency Administrative Agent shall have received (i) this Amendment, duly
executed and delivered by the Company and the Administrative Agents, (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 Multi-Currency 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 Multi-Currency Administrative Agent shall have received from the Company, for the
ratable benefit of the Multi-Currency Lenders that have delivered a Lender Consent on or prior to
5:00 p.m. (New York time) on November 4, 2009, an amendment fee equal to 0.25% of each such
Multi-Currency Lender’s Multi-Currency Commitment Percentage of the Aggregate Multi-Currency
Commitment 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 Agents and the Lenders, on and as of the date hereof, both prior to and after giving
effect to this Amendment, that:




          (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.




3









 








          (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 Agents’ 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 each 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 Agents.




          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 Agents) and (ii) to such amendments to the Security Documents and additional
amendments to the Intercreditor Agreement as the Administrative Agents, 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 Multi-Currency Administrative Agent may agree) after such issuance so long as arrangements
in form and substance reasonably satisfactory to the Multi-Currency 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.




          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.




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          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:

Name:
	 	/s/ STEVEN BERNS
 

Steven Berns
	 	 
	 

	 	Title:
	 	Executive Vice President, Chief
Financial Officer and Treasurer	 	 





[Signature
Page to Amendment No. 5]

 









 





	 	 	 	 	 	 	 
	 	 	CITICORP USA, INC., as Term Loan 

Administrative Agent and Multi-Currency 

Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ RICHARD BANZIGER
 

Richard Banziger
	 	 
	 

	 	Title:
	 	Managing Director	 	 





[Signature
Page to Amendment No. 5]


 









 





ANNEX A




CONSENT AND AFFIRMATION



Each Guarantor hereby consents to the Amendment No. 5 (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 Credit Agreement, dated as of July 9, 2004 (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among Revlon Consumer Products
Corporation and the Local Borrowing Subsidiaries, as borrowers, the Lenders and Issuing Lenders
party thereto, Citicorp USA, Inc., as administrative agent for the Term Loan Lenders (in such
capacity, the “Term Loan Administrative Agent”), Citicorp USA, Inc., as administrative agent for
the Multi-Currency Lenders and the Issuing Lenders (in such capacity, the “Multi-Currency
Administrative Agent” and, together with the Term Loan Administrative Agent, the “Administrative
Agents”), 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. 5 (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