EX-10.17 4 file003.txt SENIOR UNSECURED MULTIPLE-DRAW TERM LOAN AGREEMENT Exhibit 10.17 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- REVLON CONSUMER PRODUCTS CORPORATION, AS BORROWER ------------------------ $100,000,000 SENIOR UNSECURED MULTIPLE-DRAW TERM LOAN AGREEMENT Dated as of February 5, 2003 ------------------------- MACANDREWS & FORBES HOLDINGS INC., AS LENDER -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- TABLE OF CONTENTS Page ---- SECTION 1. DEFINITIONS......................................................1 1.1 Defined Terms.............................................1 1.2 Other Definition Provisions...............................5 SECTION 2. AMOUNT AND TERMS OF COMMITMENT...................................5 2.1 The Commitment............................................5 2.2 Procedure for Borrowing...................................5 2.3 Voluntary Termination or Reduction of the Commitment......6 2.4 Repayment of Loans; Evidence of Debt......................6 2.5 Use of Proceeds...........................................6 SECTION 3. PROVISIONS RELATING TO THE LOANS.................................7 3.1 Optional Prepayments......................................7 3.2 Mandatory Prepayment......................................7 3.3 Interest Rate, Payment Dates and Capitalization of Accrued Interest..........................................7 3.4 Method of Payments........................................7 SECTION 4. REPRESENTATIONS AND WARRANTIES...................................8 4.1 Corporate Existence.......................................8 4.2 Corporate Power...........................................8 4.3 No Legal Bar to Loans.....................................8 SECTION 5. CONDITIONS PRECEDENT.............................................9 5.1 Conditions to Initial Loan................................9 5.2 Conditions to Each Loan...................................9 SECTION 6. AFFIRMATIVE AND NEGATIVE COVENANTS..............................10 6.1 Certain Covenants of the 9% Note Indenture...............10 6.2 Change of Control........................................12 6.3 Successor Company........................................12 6.4 Further Assurances.......................................13 SECTION 7. EVENTS OF DEFAULT...............................................13 7.1 Events of Default........................................13 SECTION 8. MISCELLANEOUS...................................................15 8.1 Amendments and Waivers...................................15 8.2 Notices..................................................15 8.3 No Waiver; Cumulative Remedies...........................16 8.4 Survival of Representations and Warranties...............16 8.5 Payment of Expenses; General Indemnity...................16 8.6 Successors and Assigns...................................17 i Page ---- 8.7 Counterparts.............................................17 8.8 Severability.............................................17 8.9 Integration..............................................17 8.10 GOVERNING LAW............................................18 8.11 Submission To Jurisdiction; Waivers......................18 8.12 WAIVERS OF JURY TRIAL....................................18 ii SENIOR UNSECURED MULTIPLE-DRAW TERM LOAN AGREEMENT SENIOR UNSECURED MULTIPLE-DRAW TERM LOAN AGREEMENT, dated as of February 5, 2003, between REVLON CONSUMER PRODUCTS CORPORATION, a Delaware corporation (the "Borrower"), and MACANDREWS & FORBES HOLDINGS INC., a Delaware corporation (the "Lender"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Borrower has requested the Lender to extend credit on a senior unsecured basis in order to enable the Borrower, subject to the terms and conditions of this Agreement, to borrow one or more term loans from time to time prior to the Termination Date in an aggregate principal amount (excluding capitalized interest) not to exceed $100,000,000; WHEREAS, the Lender is willing to make such loans to the Borrower only on the terms and subject to the conditions set forth herein; NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto hereby agree as follows: SECTION 1. DEFINITIONS 1.1 Defined Terms(a) . As used in this Agreement, the following terms shall have the following respective meanings (such definitions to be equally applicable to the singular and plural forms thereof): "Adjusted Multi-Currency Commitment" means the Aggregate Multi-Currency Commitment (excluding any undrawn portions of the Currency Sublimits in an aggregate amount not to exceed the amount reasonably determined by the Borrower to be advisable to be maintained in order to provide the flexibility the Local Borrowers require from time to time to borrow in non-Dollar currencies). "Affiliate" of any Person means any Person that directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, "control" (including with its correlative meanings, "controlled by" and "under common control with") shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise). "Aggregate Multi-Currency Commitment" has the meaning set forth in the Bank Credit Agreement. 2 "Agreement" shall mean this Senior Unsecured Multiple-Draw Term Loan Agreement, as the same may be amended, supplemented or otherwise modified from time to time. "Bank Credit Agreement" means the Second Amended and Restated Credit Agreement, dated as of November 30, 2001, by and among the Borrower, certain Local Borrowing Subsidiaries from time to time parties thereto, certain financial institutions from time to time parties thereto, the Co-Agents named therein, the Arranger named therein, the Documentation Agent and Syndication Agent named therein, and JPMorgan Chase Bank, as Administrative Agent, as amended, supplemented and otherwise modified from time to time. "Bank Letter of Credit" means a letter of credit issued under the Bank Credit Agreement. "Bank Revolving Loan" means a Revolving Credit Loan, a Swing Line Loan, a Local Loan or an Acceptance made under (and as such terms are defined in) the Bank Credit Agreement. "Bankruptcy Law" means Title 11 of the United States Code or any similar Federal or state law for the relief of debtors. "Base Principal" means, with respect to any Loan, the Original Principal less any prepayments thereof. "Borrower" is defined in the introductory paragraph of this Agreement. "Borrower's Bank Account" is defined in Section 2.2(a) hereof. "Borrowing Amount", "Borrowing Date" and "Borrowing Notice" are each defined in Section 2.2(a) hereof. "Business Day" means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close. "Change of Control" has the meaning set forth in the 9% Note Indenture. "Commitment" means the obligation of the Lender to make Loans to the Borrower hereunder in an aggregate amount of Original Principal of up to $100,000,000, as such obligation is reduced from time to time in accordance with Section 2.3 hereof. "Commitment Period" means the period from and including the Effective Date to but not including the Termination Date. "Contractual Obligation" means, with respect to any Person, any provision of any material debt security or of any material preferred stock or other equity interest issued by such Person or of any material indenture, mortgage, agreement, guarantee, 3 instrument or undertaking to which such Person is a party or by which it or any of its material property is bound. "Currency Sublimit" has the meaning set forth in the Bank Credit Agreement. "Custodian" means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. "Debt" has the meaning set forth in the 9% Note Indenture. "Default" means any of the events specified in Section 7.1 hereof, whether or not any requirement for the giving of notice, the lapse of time, or both, or any other condition specifically set forth therein, has been satisfied. "Dollars" and "$" mean dollars in lawful currency of the United States of America. "Effective Date" is defined in Section 5.1 hereof. "Event of Default" means any of the events specified in Section 7.1 hereof, provided that any requirement for the giving of notice, the lapse of time, or both, or any other condition specifically set forth therein, has been satisfied. "Governmental Authority" means any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government (including, without limitation, any governmental department, commission, board, bureau, agency or instrumentality, or other court or arbitrator, in each case whether of the United States of America or foreign). "Interest Capitalization Date" means, as to any Loan, March 31, June 30, September 30 and December 31 of each year. "Lender" is defined in the introductory paragraph of this Agreement. "Loans" is defined in Section 2.1(a) hereof. "Local Borrower" has the meaning set forth in the Bank Credit Agreement. "9% Note Indenture" means the Indenture, dated as of November 6, 1998, between the Borrower and U.S. Bank Trust National Association, as trustee, relating to the 9% Notes as in effect on the date hereof. "9% Notes" means the 9% Senior Notes due 2006 of the Borrower and the 9% Senior Exchange Notes due 2006 of the Borrower. 4 "Obligations" means the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and interest accruing after the filing of any petition under any Bankruptcy Law, or the commencement of any insolvency, reorganization or like proceeding under any Bankruptcy Law, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of the Borrower to the Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, or any other document made, delivered or given in connection herewith, whether on account of principal, interest, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Lender that are required to be paid by the Borrower pursuant hereto) or otherwise. "Offer Amount" is defined in Section 6.1(c)(ii)(A) hereof. "Original Principal" means, with respect to any Loan, the original principal of the Loan without giving effect to any increase in the principal amount of such Loan attributable to the capitalization of interest with respect thereto in accordance with Section 3.3(c) hereof. "Person" means an individual, a partnership, a corporation, a business trust, a joint stock company, a limited liability company, a trust, an unincorporated association, a joint venture, a Governmental Authority or any other entity of any nature whatsoever. "Purchase Date" is defined in Section 6.1(c)(ii)(A) hereof. "Requirement of Law" means, for any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation, or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its material property or to which such Person or any of its material property is subject. "Revlon" means Revlon, Inc., a Delaware corporation. "Special Committee" means the special committee of independent directors of Revlon established December 17, 2002. "Subsidiary" of any Person means a corporation or other entity of which shares of capital stock or other ownership interests having ordinary voting power (other than stock or other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the directors of such corporation, or other Persons performing similar functions for such entity, are owned, directly or indirectly, by such Person; provided that, (a) unless otherwise qualified, all references to a "Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower and (b) unless otherwise qualified, all references to a 5 "wholly-owned Subsidiary" in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower of which the Borrower directly or indirectly owns all of the capital stock or other ownership interests (other than directors' qualifying shares). "Termination Date" means December 1, 2005. 1.2 Other Definition Provisions. (a) All terms defined in this Agreement shall have such defined meanings when used in any certificate or other document made or delivered pursuant hereto or thereto unless otherwise defined therein. (b) The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and Section, subsection, Schedule and Exhibit references contained in this Agreement are references to Sections, subsections, Schedules and Exhibits in or to this Agreement, unless otherwise specified. SECTION 2. AMOUNT AND TERMS OF COMMITMENT 2.1 The Commitment. Subject to the terms and conditions hereof, the Lender agrees to make one or more term loans ("Loans") in Dollars to the Borrower from time to time during the Commitment Period in an aggregate amount of Original Principal not to exceed the amount of the Commitment; provided, that no Loan shall be made if, as of the applicable Borrowing Date, the Adjusted Multi-Currency Commitment has not been substantially drawn after giving effect to any Bank Revolving Loans to be made, and any Bank Letters of Credit to be issued, under the Bank Credit Agreement substantially concurrently with such Loan. Any amount of any Loan that is repaid or prepaid may not be reborrowed. 2.2 Procedure for Borrowing. (a) The Borrower may borrow under the Commitment during the Commitment Period on any Business Day; provided, that the Borrower shall deliver to the Lender a written notice (a "Borrowing Notice") which must (i) specify the date on which such borrowing is to be made (the "Borrowing Date"), the amount to be borrowed from the Lender on such Borrowing Date (the "Borrowing Amount"), and the bank account and other pertinent wire transfer instructions of the Borrower to which such borrowing is to be deposited by the Lender (the "Borrower's Bank Account"), (ii) certify that all applicable conditions to such borrowing hereunder have been satisfied and (iii) be received by the Lender prior to 1:00 P.M., New York City time, three Business Days prior to such Borrowing Date (or, with respect to the initial Loans requested to be made on the Effective Date, one Business Day prior to the Effective Date). (b) On each Borrowing Date set forth in a Borrowing Notice, the Lender will make a Loan to the Borrower in an amount equal to the lesser of (i) the Borrowing Amount set forth in such Borrowing Notice, and (ii) the undrawn portion of 6 the Commitment as then in effect by making the proceeds thereof available to the Borrower in immediately available funds in Dollars not later than 4:00 p.m., New York City time, on such Borrowing Date to the Borrower's Bank Account. 2.3 Voluntary Termination or Reduction of the Commitment. The Borrower shall have the right, in its sole discretion, to terminate the Commitment or, from time to time, to permanently reduce the Commitment during the Commitment Period by delivering to the Lender a written notice specifying such termination or the amount of such reduction; provided, that the Commitment may not be reduced to an amount that is less than the aggregate Original Principal of all Loans previously made hereunder. Any termination of or permanent reduction in the Commitment pursuant to this Section 2.3 shall take effect on the date specified in such written notice. 2.4 Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Lender the then unpaid principal amount of each Loan (which includes the Base Principal and any capitalized interest with respect thereto) on the Termination Date. The Borrower hereby further agrees to pay to the Lender interest on the unpaid principal amount of each Loan (which includes the Base Principal and any capitalized interest with respect thereto) from time to time outstanding from the date hereof until payment in full thereof at the rates per annum and in the manner set forth in Section 3.3 hereof. (b) The Lender shall maintain an account or accounts evidencing indebtedness of the Borrower to the Lender resulting from each Loan made from time to time hereunder, including for each Loan made (i) the Original Principal of such Loan made hereunder, (ii) the amount of any interest capitalized in accordance with Section 3.3(c) hereof, the Base Principal and any accrued and unpaid interest outstanding in respect of such Loan and (iii) the amount of any sum received by the Lender hereunder from the Borrower in respect of such Loan and the manner in which it was applied. (c) The entries made in the accounts of the Lender maintained pursuant to Section 2.4(b) hereof shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of the Lender to maintain any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans in accordance with the terms of this Agreement. 2.5 Use of Proceeds. The Borrower shall use the proceeds of the Loans hereunder to provide working capital for the Borrower and its Subsidiaries and for other general corporate purposes. Such use may include repaying Bank Revolving Loans if the Adjusted Multi-Currency Commitment continues to be substantially drawn after giving effect (i) to such repayment of Bank Revolving Loans and (ii) to any Bank Revolving Loans to be made, and any Bank Letters of Credit to be issued, under the Bank Credit Agreement substantially concurrently with such repayment. 7 SECTION 3. PROVISIONS RELATING TO THE LOANS 3.1 Optional Prepayments. The Borrower may prepay the Loans, in whole or in part, at any time without premium or penalty, except to the extent that such prepayment is prohibited under the terms of the Bank Credit Agreement. Each such optional prepayment shall be applied first to the Base Principal outstanding under the Loans and then to the remaining principal outstanding under the Loans. 3.2 Mandatory Prepayment. The Borrower shall make mandatory prepayments of the Loans upon a Change of Control in accordance with Section 6.2 hereof. 3.3 Interest Rate, Payment Dates and Capitalization of Accrued Interest. (a) Each Loan shall bear interest on the unpaid principal amount thereof (which principal amount includes the Base Principal and any capitalized interest with respect thereto) at a rate per annum equal to 12.0%. (b) If all or a portion of any principal of any Loan (which principal amount includes the Base Principal and any capitalized interest with respect thereto), any interest payable thereon or any other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration, as a result of an event requiring a mandatory prepayment or otherwise), then, for so long as such amount remains unpaid, such overdue amount shall bear interest at a rate per annum equal to 14.0%. (c) Interest accrued from time to time shall be payable in arrears on each Interest Capitalization Date by adding the amount of accrued interest on such date to the principal amount of such Loan (and any such interest so added to the principal of a Loan shall bear interest from and after such Interest Capitalization Date as provided hereunder as if it had been part of the Base Principal of such Loan). Any accrued and unpaid interest on the Loans shall be payable in full in cash on the Termination Date. (d) Interest shall be calculated on the basis of a 365 (or 366, as the case may be) day year for the actual days elapsed. 3.4 Method of Payments. (a) All payments (including prepayments) to be made by the Borrower on account of principal, interest, costs and expenses shall be made without set-off, counterclaim, deduction or withholding and shall be made to the Lender at such location or to such account as the Lender may specify to the Borrower, on or prior to 1:00 P.M., New York City time, on the due date thereof, in Dollars and in immediately available funds. 8 (b) If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and interest thereon shall be payable at the then applicable rate during such extension. SECTION 4. REPRESENTATIONS AND WARRANTIES In order to induce the Lender to enter into this Agreement and to make the Loans hereunder, the Borrower hereby represents and warrants to the Lender that: 4.1 Corporate Existence. The Borrower is duly incorporated, validly existing and in good standing under the laws of the State of Delaware. 4.2 Corporate Power. (a) The Borrower has the corporate power, authority and legal right to execute, deliver and perform this Agreement and to borrow hereunder, and it has taken as of the Effective Date all necessary corporate action to authorize its borrowings on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of this Agreement. (b) No consent of any other Person (including, without limitation, stockholders or creditors of the Borrower or of any parent entity of the Borrower), and no consent, license, permit, approval or authorization of, exemption by, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement by or against the Borrower, except for any consents, licenses, permits, approvals or authorizations, exemptions, registrations, filings or declarations that have already been obtained and remain in full force and effect. (c) This Agreement has been executed and delivered by a duly authorized officer of the Borrower and constitutes the legal, valid and binding obligation of the Borrower, enforceable against it in accordance with its terms except as enforceability may be limited by Bankruptcy Laws or other similar laws affecting creditors' rights generally and except as enforceability may be limited by general principles of equity. 4.3 No Legal Bar to Loans. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, will not violate any Contractual Obligation or material Requirement of Law to which the Borrower or any of its Subsidiaries is a party, or by which the Borrower or any of its Subsidiaries or any of their respective material properties or assets may be bound, and will not result in the creation or imposition of any lien on any of their respective material properties or assets pursuant to the provisions of any such Contractual Obligation. 9 SECTION 5. CONDITIONS PRECEDENT 5.1 Conditions to Initial Loan. The obligation of the Lender to make the initial Loan requested to be made by it shall be subject to the satisfaction or waiver by the Lender of the following conditions precedent (the date on which said conditions are satisfied or waived being herein called the "Effective Date"): (a) Agreement. The Lender shall have received this Agreement, executed and delivered by a duly authorized officer of the Borrower. (b) Amendment to Bank Credit Agreement. An amendment to the Bank Credit Agreement to permit the transactions contemplated by this Agreement shall have become effective and binding upon the parties thereto and shall be in form and substance reasonably satisfactory to the Lender. (c) Certificates. The Lender shall have received (i) a certificate of the Secretary or Assistant Secretary of the Borrower, dated the Effective Date, certifying the resolutions of the Borrower's board of directors (or executive committee thereof) approving and authorizing the execution, delivery and performance of this Agreement and the borrowings hereunder and (ii) a certificate of the Secretary or Assistant Secretary of Revlon dated the Effective Date, certifying the resolutions of Revlon's board of directors (or executive committee thereof) approving and authorizing the Borrower to execute, deliver and perform this Agreement and to borrow hereunder upon the recommendation of the Special Committee of the board of directors of Revlon. (d) Additional Matters. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in form and substance to the Lender, and the conditions set forth in Section 5.2 hereof shall have been satisfied or waived by the Lender. 5.2 Conditions to Each Loan. The obligation of the Lender to make any Loan requested to be made on any Borrowing Date (including, without limitation, the initial Loan) shall be subject to the satisfaction or waiver by the Lender of the following conditions precedent: (a) Utilization of the Bank Credit Agreement. As of the Borrowing Date, the Adjusted Multi-Currency Commitment shall have been substantially drawn after giving effect to any Bank Revolving Loans to be made, and any Bank Letters of Credit to be issued, under the Bank Credit Agreement substantially concurrently with such Loan. (b) Credit Availability. The amount of the Loan requested to be made on such Borrowing Date shall not exceed the amount that the Lender is obligated to make in accordance with Section 2.1 hereof. (c) Representations and Warranties. Each of the representations and warranties made by the Borrower in or pursuant to this Agreement 10 shall be true and correct in all material respects on and as of such Borrowing Date as if made on and as of such date, both before and after giving effect to such Loan and the use of the proceeds thereof. (d) No Event of Default. No Event of Default shall have occurred and be continuing on such Borrowing Date, both before and after giving effect to the Loan requested to be made on such date. Each borrowing by the Borrower hereunder shall constitute a representation and warranty by the Borrower as of the Borrowing Date thereof that the conditions contained in this Section 5.2 have been satisfied. SECTION 6. AFFIRMATIVE AND NEGATIVE COVENANTS The Borrower hereby agrees that, so long as the Commitment remains in effect or any amount is owing to the Lender hereunder: 6.1 Certain Covenants of the 9% Note Indenture. (a) The Borrower will observe and perform all of the covenants applicable to it and its Subsidiaries under the following Sections of the 9% Note Indenture, which covenants (together with the definitions of such terms as may be used therein and as such covenants and such definitions are in effect as of the date hereof) are hereby incorporated herein by reference, mutatis mutandis: (i) Section 4.03 (Limitation on Debt); (ii) Section 4.04 (Limitation on Liens); (iii) Section 4.05 (Limitation on Restricted Payments); (iv) Section 4.06 (Limitation on Restrictions on Distributions from Subsidiaries); (v) Section 4.07 (Limitation on Sales of Assets and Subsidiary Stock) (excluding paragraph (c) thereof and subject to subsection (c) of this Section 6.1); and (vi) Section 4.08 (Limitations on Transactions with Affiliates). (b) Any amendments, supplements or other modifications to Section 4.03, 4.04, 4.05, 4.06, 4.07 or 4.08 of the 9% Note Indenture after the date hereof shall not be incorporated herein by reference without the prior written consent of the Lender. In the event that the 9% Note Indenture shall expire, terminate or be canceled, the provisions of Sections 4.03, 4.04, 4.05, 4.06, 4.07 (excluding paragraph (c) thereof and subject to subsection (c) of this Section 6.1) and 4.08 thereof shall be deemed to be thereafter incorporated herein by reference, mutatis mutandis, as such provisions were in effect immediately prior to such expiration, termination or cancellation (without giving 11 effect to any amendments, supplements or modifications after the date hereof, and prior to such expiration, termination or cancellation, which the Lender has not agreed to incorporate) and as such provisions may be amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement. (c) With respect to Section 4.07 of the 9% Note Indenture as incorporated by reference into this Agreement, the following additional terms shall apply: (i) If the applicable Asset Disposition (as defined in the 9% Note Indenture) requires that an Offer (as defined in the 9% Note Indenture) be made pursuant to Section 4.07(a)(iii)(C) of the 9% Note Indenture, the Borrower shall designate under Section 4.07(b) of the 9% Note Indenture the Loans as Pari Passu Debt (as defined in the 9% Note Indenture) to be purchased at a price equal to 100% of the aggregate outstanding principal amount of the Loans, without premium, plus accrued interest as of the Purchase Date (as defined in the 9% Note Indenture) to be subject to an Offer unless otherwise prohibited from doing so under the terms of any agreement governing Debt permitted under clause (i) of Section 6.1(a) hereof. (ii) If an Offer to purchase the Loans is required to be made, such Offer shall be made in accordance with the following procedure: (A) Promptly, and in any event within five days after the last date by which the Borrower must have applied Net Available Cash (as defined in the 9% Note Indenture) pursuant to Section 4.07(a)(iii)(B) of the 9% Note Indenture as incorporated herein pursuant to clause (v) of Section 6.1(a) hereof, the Borrower shall be obligated to deliver to the Lender a written notice stating that the Lender may elect to have the Loans purchased by the Company either in whole or in part (subject to prorationing as hereinafter described in the event the Offer is oversubscribed) at the purchase price specified in Section 6.1(c)(i) hereof. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice and corresponding to the purchase date established under the 9% Note Indenture (the "Purchase Date") and shall contain information describing the Asset Dispositions, refer to procedures described in this Section 6.1(c)(ii), the amount of the Offer (the "Offer Amount"), the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and the compliance of such allocation with the provisions of Section 4.07(a) of the 9% Note Indenture as incorporated herein pursuant to clause (v) of Section 6.1(a) hereof. If the Lender elects to have all or any part of the Loans purchased in accordance with paragraph (B) below (subject to prorationing as hereinafter described in the event the Offer is oversubscribed), the Borrower shall cause the trustee under the 9% Note Indenture to deliver payment to the Lender in the amount of the applicable purchase price on the Purchase Date. 12 (B) The Lender, if electing to have all or any part of the Loans purchased, will be required to send written notice thereof to the Borrower at the address specified in the notice of the Offer at least ten Business Days prior to the Purchase Date, specifying the principal amount of the Loans to be purchased. The Lender will be entitled to withdraw its election if the Borrower receives not later than three Business Days prior to the Purchase Date, a facsimile transmission or letter setting forth a statement that the Lender is withdrawing his election to have the Loans purchased. If the amount of Loans the Lender elects to have purchased, together with the amount of the 9% Notes and other Pari Passu Debt surrendered for tender, exceeds the Offer Amount, the Borrower will cause the Loans elected by the Lender to be purchased to be so purchased on a pro rata basis with the 9% Notes and other Pari Passu Debt selected by the Borrower to be purchased in accordance with Section 4.07(c)(3) of the 9% Note Indenture. 6.2 Change of Control. Upon the occurrence of a Change of Control, the Borrower shall provide prompt written notice thereof to the Lender, the Commitment shall immediately and automatically be reduced to an amount equal to the Base Principal of the Loans then outstanding, and the Borrower shall prepay the Loans in full, together with all accrued interest thereon, on the purchase date for the 9% Notes determined in accordance with Section 4.09 of the 9% Note Indenture. 6.3 Successor Company. (a) The Borrower shall not consolidate or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (i) the resulting, surviving or transferee Person (if not the Borrower) shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and such Person shall expressly assume, by a written assumption agreement executed and delivered to the Lender, in form satisfactory to the Lender, all the obligations of the Borrower under this Agreement; (ii) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the resulting, surviving or transferee Person or any of its Subsidiaries as a result of such transaction as having been Issued by such Person or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction, the resulting, surviving or transferee Person would be able to incur at least $1.00 of Debt pursuant to clause (i) of Section 6.1(a) hereof; (iv) immediately after giving effect to such transaction, the resulting, surviving or transferee Person shall have a Consolidated Net Worth (as defined in 13 the 9% Note Indenture) in an amount which is not less than the Consolidated Net Worth of the Borrower immediately prior to such transaction; and (v) the Borrower shall have delivered to the Lender an officers' certificate and an opinion of counsel to the Borrower, each in form and substance satisfactory to the Lender, stating that such consolidation, merger or transfer and such assumption agreement (if any) comply with this Agreement; provided, that this Section 6.3(a) shall not prohibit a Wholly Owned Recourse Subsidiary (as defined in the 9% Note Indenture) from consolidating with or merging with or into, or conveying, transferring or leasing all or substantially all its assets to, the Borrower. (b) The resulting, surviving or transferee Person shall be the successor Borrower and shall succeed to, and be substituted for, and may exercise every right and power of, the predecessor Borrower under this Agreement and thereafter, except in the case of a lease, the predecessor Borrower shall be discharged from all obligations and covenants under this Agreement. 6.4 Further Assurances. Upon the request of the Lender, the Borrower will execute and deliver such further instruments, provide such further information and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Agreement. SECTION 7. EVENTS OF DEFAULT 7.1 Events of Default. An "Event of Default" occurs if: (a) the Borrower defaults in any payment of interest on any Loan when the same becomes due and payable and such default continues for a period of 30 days; (b) the Borrower defaults in the payment of the principal of any Loan when the same becomes due and payable; (c) the Borrower fails to comply with Section 6.3 hereof; (d) the Borrower fails to comply with the covenants incorporated by reference in clauses (i), (ii), (iii), (iv), (v) and (vi) of Section 6.1(a) hereof and such failure continues for 30 days after receipt of written notice thereof from the Lender; (e) the Borrower fails to comply with any of the other material covenants or agreements applicable to it in this Agreement (other than those referred to in (a), (b), (c) or (d) above) and such failure continues for 60 days after receipt of written notice thereof from the Lender; 14 (f) Any representation or warranty made or deemed made by the Borrower in this Agreement shall prove to have been incorrect, false or misleading in any material respect on or as of the date when made or deemed to have been made; (g) Debt (as defined in the 9% Note Indenture) of the Borrower or any Significant Subsidiary (as defined in the 9% Note Indenture) is not paid within any applicable grace period after final maturity or is accelerated by the holders thereof because of a default, the total principal amount of the portion of such Debt that is unpaid or accelerated exceeds $25 million or its foreign currency equivalent and such default continues for 10 days after receipt of written notice thereof from the Lender; (h) the Borrower or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: (i) commences a voluntary case; (ii) consents to the entry of an order for relief against it in an involuntary case; (iii) consents to the appointment of a Custodian of it or for any substantial part of its property; or (iv) makes a general assignment for the benefit of its creditors; or takes any comparable action under any foreign Bankruptcy Laws; (i) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (i) is for relief against the Borrower or any Significant Subsidiary in an involuntary case; (ii) appoints a Custodian of the Borrower or any Significant Subsidiary for any substantial part of the Borrower's property; or (iii) orders the winding up or liquidation of the Borrower or any Significant Subsidiary; or any similar relief is granted under any foreign Bankruptcy Laws and the order or decree remains unstayed and in effect for 60 days; or (j) any judgment or decree for the payment of money in excess of $25 million or its foreign currency equivalent is entered against the Borrower or any Significant Subsidiary and is not discharged and either (A) an enforcement proceeding has been commenced by any creditor upon such judgment or decree or (B) there is a period of 60 days following the entry of such judgment or decree during which such judgment or decree is not discharged, waived or the execution thereof stayed and, in the case of (B), such default continues for 10 days after receipt of written notice thereof from the Lender. 15 The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body. If an Event of Default shall have occurred, (A) if such event is an Event of Default specified in paragraph (h) or (i) of this Section 7.1 with respect to the Borrower, automatically the Commitment shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) the Lender may by notice to the Borrower declare the Commitment to be terminated forthwith, whereupon such Commitment shall immediately terminate; and (ii) the Lender may by notice to the Borrower declare the Loans hereunder (with accrued interest thereon) and all other amounts owing by the Borrower under this Agreement to be due and payable forthwith, whereupon the same shall immediately become due and payable. Except as expressly provided above in this Section 7.1, presentment, demand, protest and all other notices of any kind are hereby expressly waived. SECTION 8. MISCELLANEOUS 8.1 Amendments and Waivers. This Agreement shall not be amended, supplemented or otherwise modified, except by written instrument which has been duly executed and delivered by each party hereto. In the case of any waiver of the terms hereof, the parties to this Agreement shall be restored to their former positions and rights hereunder, and any Default or any Event of Default waived shall, to the extent provided in such waiver, be deemed to be cured and not continuing; but, no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. 8.2 Notices. All notices, consents, requests and demands to or upon the respective parties hereto to be effective shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand, or three Business Days after being deposited in the mail, certified mail, return receipt requested, postage prepaid, or, in the case of telecopy or electronic mail notice, when sent and receipt has been confirmed, addressed as follows (or to such other address as may be hereafter notified by any of the respective parties hereto): Borrower: Revlon Consumer Products Corporation 625 Madison Avenue New York, New York 10022 Attention: Larry Winoker Telecopy: (212) 527-5250 E-mail: laurence.winoker@revlon.com 16 With a copy to: Revlon Consumer Products Corporation 625 Madison Avenue New York, New York 10022 Attention: Robert Kretzman Telecopy: (212) 527-5693 E-mail: robert.kretzman@revlon.com Lender: MacAndrews & Forbes Holdings Inc. 35 East 62nd Street New York, New York 10021 Attention: General Counsel Telecopy: (212) 572-5056 Email: barry.schwartz@mafgrp.com provided, that any notice, request or demand to or upon the Lender pursuant to Sections 2 and 3 shall not be effective until received. 8.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Lender, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. 8.4 Survival of Representations and Warranties. All representations and warranties made hereunder and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans hereunder. 8.5 Payment of Expenses; General Indemnity. The Borrower agrees (a) to pay or reimburse the Lender for all of its reasonable out-of-pocket attorneys' fees and expenses incurred in connection with the preparation, execution and delivery of, and any amendment, supplement or modification to, this Agreement and any other documents prepared in connection herewith, and the consummation of the transactions contemplated hereby and thereby, (b) to pay or reimburse the Lender for all its reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred in connection with the enforcement or preservation of any rights under this Agreement and any such other documents, (c) to pay, indemnify, and to hold the Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay caused by the Borrower in paying, stamp, excise and other similar taxes, if any, if legal, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement and any such other documents, and (d) to pay, indemnify, and hold harmless the Lender from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, 17 expenses or disbursements of any kind or nature whatsoever (including, without limitation, reasonable attorneys' fees and expenses) with respect to the execution, delivery, consummation, enforcement, performance and administration of this Agreement and any such other documents (all of the foregoing, collectively, the "indemnified liabilities"); provided that the Borrower shall have no obligation hereunder with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of the Lender, (ii) legal proceedings commenced against the Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such or (iii) amounts of the types referred to in clauses (a) through (c) above except as provided therein. The agreements in this Section 8.5 shall survive the termination of the Commitment and the repayment of the Loans and all other amounts payable hereunder. 8.6 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Borrower, the Lender and their respective successors and permitted assigns and, except as set forth below, neither the Borrower nor the Lender may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party. This Agreement, or the Lender's obligations hereunder, may be assigned, delegated or transferred, in whole or in part, by the Lender to any Affiliate of the Lender (other than REV Holdings LLC) over which the Lender or any of its Affiliates exercises investment authority, including, without limitation, with respect to voting and dispositive rights provided any such assignee assumes the obligations of the Lender hereunder and agrees in writing to be bound by the terms of this Agreement in the same manner as the Lender. Notwithstanding the foregoing, no such assignment shall relieve the Lender of its obligations hereunder if such assignee fails to perform such obligations. Without complying with the provisions of this Section 8.6, the Lender may satisfy its obligations under Sections 2.1 or 2.2 hereof by causing an Affiliate of the Lender (other than REV Holdings LLC) to satisfy its obligations under such Sections. 8.7 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 8.8 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 8.9 Integration. This Agreement represents the agreement of the Borrower and the Lender with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Lender for the benefit of the Borrower relative to the subject matter hereof not expressly set forth or referred to herein. 18 8.10 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 8.11 Submission To Jurisdiction; Waivers. The Borrower hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the Courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof; (b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth in Section 8.2 or at such other address of which the Lender shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this subsection any special, exemplary, punitive or consequential damages. 8.12 WAIVERS OF JURY TRIAL. THE BORROWER AND THE LENDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN. 19 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly 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: Robert K. Kretzman Title: Senior Vice President, General Counsel and Secretary MACANDREWS & FORBES HOLDINGS INC. By: /s/ Todd Slotkin ------------------------------------- Name: Todd Slotkin Title: Chief Financial Officer and Executive Vice President [Term Loan Agreement]