Commission File Number
|
Registrant; State of
Incorporation; Address and
Telephone Number
|
IRS Employer Identification No.
|
||
1-11178
|
Revlon, Inc.
Delaware
One New York Plaza
New York, New York, 10004
212-527-4000
|
13-3662955
|
||
33-59650
|
Revlon Consumer Products Corporation
Delaware
One New York Plaza
New York, New York, 10004
212-527-4000
|
13-3662953
|
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Title of each class
|
Trading
Symbol(s)
|
Name of each
exchange on which
registered
|
|||
Revlon, Inc.
|
Class A Common Stock
|
REV
|
New York Stock Exchange
|
||
Revlon Consumer Products Corporation
|
None
|
N/A
|
N/A
|
Emerging Growth Company
|
|
Revlon, Inc.
|
☐ |
Revlon Consumer Products Corporation
|
☐
|
Item 1.01. |
Entry into a Material Definitive Agreement.
|
Item 2.03. |
Creation of a Direct Financial Obligation or Obligation under an Off-Balance Sheet Arrangement of a Registrant.
|
Item 9.01. |
Financial Statements and Exhibits.
|
Exhibit
|
Description
|
||
Super-Priority Senior Secured Debtor-in-Possession Asset-Based Credit Agreement, dated as of June 30, 2022, by and among Revlon Consumer Products Corporation, a debtor and debtor-in-possession under chapter 11 of
the Bankruptcy Code, as the Borrower, Revlon, Inc., a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code, as Holdings, the lenders party thereto and MidCap Funding IV Trust, as Administrative Agent and Collateral Agent.
|
|||
104
|
Exhibit 104 Cover page from this Current Report on Form 8‑K, formatted in Inline XBRL (included as Exhibit 101).
|
Date: July 7, 2022
|
|||
REVLON, INC.
|
|||
By:
|
/s/ Victoria
Dolan
|
||
Name: Victoria Dolan
|
|||
Title: Chief Financial Officer
|
|||
REVLON CONSUMER PRODUCTS CORPORATION
|
|||
By:
|
/s/ Victoria
Dolan
|
||
Name: Victoria Dolan
|
|||
Title: Chief Financial Officer
|
Page
|
|||
Section I. DEFINITIONS
|
2
|
||
1.1
|
Defined Terms
|
2
|
|
1.2
|
Other Definitional Provisions.
|
44
|
|
1.3
|
Timing of Payment and Performance.
|
45
|
|
Section II. AMOUNT AND TERMS OF COMMITMENTS
|
45
|
||
2.1
|
[reserved].
|
45
|
|
2.2
|
[reserved].
|
45
|
|
2.3
|
[reserved].
|
45
|
|
2.4
|
Revolving Commitments and Term Loans.
|
45
|
|
2.5
|
Procedure for Borrowing.
|
46
|
|
2.6
|
Maturity Extension.
|
47 |
|
2.7
|
Defaulting Lenders.
|
47
|
|
2.8
|
Repayment of Loans.
|
48
|
|
2.9
|
Commitment Fees, etc.
|
49
|
|
2.10
|
Termination or Reduction of Commitments.
|
50
|
|
2.11
|
Optional Prepayments.
|
50
|
|
2.12
|
Mandatory Prepayments.
|
50 | |
2.13
|
[Reserved].
|
52 | |
2.14
|
[Reserved].
|
52 | |
2.15
|
Interest Rates and Payment Dates.
|
52 | |
2.16
|
Computation of Interest and Fees.
|
53 | |
2.17
|
[Reserved]
|
53 | |
2.18
|
Pro Rata Treatment and Payments
|
53 | |
2.19
|
Requirements of Law.
|
54 | |
2.20
|
Taxes.
|
55 | |
2.21
|
[Reserved]
|
58
|
|
2.22
|
[Reserved]
|
58
|
|
2.23
|
Change of Lending Office.
|
58
|
|
2.24
|
Replacement of Lenders
|
58 | |
2.25
|
Protective Advances.
|
59 | |
2.26
|
[Reserved].
|
59 | |
2.27
|
Priority and Liens; No Discharge.
|
59 | |
Section III. [RESERVED]
|
61
|
||
Section IV. REPRESENTATIONS AND WARRANTIES
|
61
|
||
4.1
|
Financial Condition.
|
61
|
|
4.2
|
No Change.
|
61
|
|
4.3
|
Existence; Compliance with Law.
|
61
|
|
4.4
|
Corporate Power; Authorization; Enforceable Obligations.
|
62
|
|
4.5
|
No Legal Bar.
|
62
|
|
4.6
|
No Material Litigation.
|
63
|
|
4.7
|
No Default.
|
63
|
|
4.8
|
Ownership of Property; Leasehold Interests; Liens.
|
63
|
|
4.9
|
Intellectual Property.
|
63
|
|
4.10
|
Taxes.
|
63
|
|
4.11
|
Federal Regulations.
|
63
|
4.12
|
ERISA.
|
64
|
|
4.13
|
Investment Company Act.
|
64
|
|
4.14
|
Subsidiaries.
|
64
|
|
4.15
|
Environmental Matters.
|
64
|
|
4.16
|
Accuracy of Information, etc.
|
65 |
|
4.17
|
Security Documents.
|
65 | |
4.18
|
[Reserved].
|
65 | |
4.19
|
Anti-Terrorism.
|
65 | |
4.20
|
Use of Proceeds.
|
65 | |
4.21
|
Labor Matters.
|
66 | |
4.22
|
BrandCo License Documents.
|
66 | |
4.23
|
OFAC.
|
66 | |
4.24
|
Anti-Corruption Compliance.
|
66 | |
4.25
|
Borrowing Base Certificate.
|
66 | |
4.26
|
Cases; Orders
|
66 | |
Section V. CONDITIONS PRECEDENT
|
67
|
||
5.1
|
Conditions to the Closing Date.
|
67
|
|
5.2
|
Conditions to Each Extension of Credit.
|
70
|
|
Section VI. AFFIRMATIVE COVENANTS
|
71 | ||
6.1
|
Financial Information.
|
71 | |
6.2
|
Certificates; Other Information.
|
73 | |
6.3
|
Payment of Taxes.
|
75
|
|
6.4
|
Conduct of Business and Maintenance of Existence, etc.; Compliance
|
75
|
|
6.5
|
Maintenance of Property; Insurance.
|
76
|
|
6.6
|
Inspection of Property; Books and Records; Discussions.
|
76
|
|
6.7
|
Notices.
|
77
|
|
6.8
|
Additional Collateral, etc.
|
78
|
|
6.9
|
Use of Proceeds
|
81 | |
6.10
|
Post-Closing
|
81 | |
6.11
|
[Reserved]
|
81 |
|
6.12
|
Line of Business
|
81 | |
6.13
|
Changes in Jurisdictions of Organization; Name
|
81 | |
6.14
|
Appraisals and Field Examinations.
|
81 | |
6.15
|
Control Accounts; Approved Deposit Accounts
|
82
|
|
6.16
|
Landlord Waiver and Bailee’s Letters
|
83 | |
6.17
|
Tax Reporting
|
83 | |
6.18
|
Sanctions; Anti-Corruption Laws.
|
83 | |
6.19
|
[Reserved].
|
83 |
|
6.20
|
Certain Case Milestones
|
83 | |
6.21
|
Certain Bankruptcy Matters
|
84 | |
6.22
|
Bankruptcy Notices
|
84 | |
6.23
|
Certain Canadian Bankruptcy Matter
|
84 | |
6.24
|
Repatriation of Cash
|
85 | |
6.25
|
Lender Calls.
|
85 | |
Section VII. NEGATIVE COVENANTS
|
85 | ||
7.1
|
Executive Compensation.
|
85 | |
7.2
|
Indebtedness
|
85 | |
7.3
|
Liens
|
88
|
7.4
|
Fundamental Changes
|
90 | |
7.5
|
Dispositions of Property
|
91
|
|
7.6
|
Restricted Payments
|
93
|
|
7.7
|
Investments
|
94
|
|
7.8
|
Prepayments, Etc. of Indebtedness; Amendments.
|
96
|
|
7.9
|
Transactions with Affiliates
|
97
|
|
7.10
|
Sales and Leasebacks
|
99
|
|
7.11
|
Changes in Fiscal Periods
|
99
|
|
7.12
|
Negative Pledge Clauses
|
99
|
|
7.13
|
Clauses Restricting Subsidiary Distributions
|
100
|
|
7.14
|
Limitation on Hedge Agreements
|
102
|
|
7.15
|
Amendment of Company Tax Sharing Agreement
|
102
|
|
7.16
|
Anti-Cash Hoarding.
|
102
|
|
7.17
|
Additional Bankruptcy Matters
|
102
|
|
7.18
|
Budget Variance Covenant
|
103
|
|
7.19
|
Subrogation
|
103
|
|
7.20
|
Cash Management.
|
103
|
|
7.21
|
Canadian Defined Benefit Pension Plans.
|
103
|
|
SECTION VIIA. HOLDINGS NEGATIVE COVENANTS
|
104
|
||
Section VIII. EVENTS OF DEFAULT
|
104
|
||
8.1
|
Events of Default
|
104
|
|
Section IX. THE AGENTS
|
110
|
||
9.1
|
Appointment
|
110
|
|
9.2
|
Delegation of Duties
|
110
|
|
9.3
|
Exculpatory Provisions
|
111
|
|
9.4
|
Reliance by the Agents
|
111
|
|
9.5
|
Notice of Default
|
111
|
|
9.6
|
Non-Reliance on Agents and Other Lenders
|
112
|
|
9.7
|
Indemnification.
|
112
|
|
9.8
|
Agent in Its Individual Capacity
|
113
|
|
9.9
|
Successor Agents.
|
113
|
|
9.10
|
Authorization to Release Liens and Guarantees
|
113
|
|
9.11
|
Agents May File Proofs of Claim
|
115
|
|
9.12
|
Specified Hedge Agreements and Specified Cash Management Obligations.
|
115
|
|
9.13
|
Lead Arranger; SISO Term Loan Agent
|
116
|
|
9.14
|
Erroneous Payment
|
116
|
|
Section X. MISCELLANEOUS
|
117 | ||
10.1
|
Amendments and Waivers.
|
117
|
|
10.2
|
Notices; Electronic Communications.
|
122 | |
10.3
|
No Waiver; Cumulative Remedies.
|
124
|
|
10.4
|
Survival of Representations and Warranties
|
125
|
|
10.5
|
Payment of Expenses; Indemnification
|
125
|
|
10.6
|
Successors and Assigns; Participations and Assignments.
|
126
|
|
10.7
|
Adjustments; Set off.
|
130
|
|
10.8
|
Counterparts
|
130
|
|
10.9
|
Severability
|
131
|
|
10.10
|
Integration
|
131 |
10.11
|
GOVERNING LAW
|
131
|
|
10.12
|
Submission to Jurisdiction; Waivers
|
131
|
|
10.13
|
Acknowledgments
|
132
|
|
10.14
|
Confidentiality
|
132
|
|
10.15
|
Release of Collateral and Guarantee Obligations; Subordination of Liens.
|
134
|
|
10.16
|
Agreement Among Lenders.
|
135
|
|
10.17
|
WAIVERS OF JURY TRIAL
|
135
|
|
10.18
|
USA PATRIOT ACT
|
136
|
|
10.19
|
Orders Control
|
136
|
|
10.20
|
Interest Rate Limitation
|
136
|
|
10.21
|
Payments Set Aside
|
136
|
|
10.22
|
Electronic Execution of Assignments and Certain Other Documents
|
136
|
|
10.23
|
Acknowledgement and Consent to Bail-In of Affected Financial Institutions
|
137 | |
10.24
|
Certain ERISA Matters.
|
137 | |
10.25
|
Acknowledgement Regarding Any Supported QFCs.
|
139
|
|
10.26
|
Judgment Currency.
|
140
|
|
10.27
|
Canadian Anti-Money Laundering Legislation.
|
140
|
SCHEDULES:
|
|
1.1B
|
Specified Hedge Agreements and Specified Cash Management Obligations
|
2.1
|
Commitments
|
4.4
|
Consents, Authorizations, Filings and Notices
|
4.6
|
Litigation
|
4.8
|
Real Property
|
4.14
|
Subsidiaries
|
4.17
|
UCC Filing Jurisdictions
|
5.1(v)
|
BrandCo License Language for Final Order
|
6.10
|
Post-Closing Matters
|
7.2(d)
|
Existing Indebtedness
|
7.3(f)
|
Existing Liens
|
7.7
|
Existing Investments
|
7.9
|
Transactions with Affiliates
|
7.12
|
Existing Negative Pledge Clauses
|
7.13
|
Clauses Restricting Subsidiary Distributions
|
7.21
|
Canadian Defined Benefit Pension Plans
|
EXHIBITS:
|
|
A
|
Form of Guarantee and Collateral Agreement
|
B
|
Form of Compliance Certificate
|
C
|
Initial Budget
|
D
|
Form of Assignment and Assumption
|
E
|
Interim Order
|
F
|
Form of Exemption Certificate
|
G
|
[reserved]
|
H
|
[reserved]
|
I
|
[reserved]
|
J
|
Form of Revolving Note
|
K
|
[reserved]
|
L-1
|
[reserved]
|
L-2
|
[reserved]
|
M
|
[reserved]
|
P
|
Form of Borrowing Base Certificate
|
Q
|
Certain Borrowing Base Definitions
|
The Borrower:
|
Revlon Consumer Products Corporation
One New York Plaza New York, New York 10004 Attention: Andrew Kidd, EVP, General Counsel Email: Andrew.Kidd@revlon.com
Telephone: (212) 527-4148
|
Attention: Victoria Dolan
Email: Victoria.Dolan@revlon.com |
Paul, Weiss, Rifkind, Wharton &Garrison LLP
1285 Avenue of the Americas New York, New York 10019-6064 Attention: Thomas V. de la Bastide III Telecopy: (212) 492-0031 Telephone: (212)373-3031 Email: tdelabastide@paulweiss.com |
|
Agents:
|
For loan borrowing notices, continuations, conversions, and payments:
MidCap Funding IV Trust c/o MidCap Financial Services, LLC, as Servicer
7255 Woodmont Avenue, Suite 300
Bethesda, MD 20814
Attention: Portfolio Mgt. – Revlon transaction
E-mail: notices@midcapfinancial.com
With a copy to:
MidCap Funding IV Trust
c/o MidCap Financial Services, LLC, as Servicer
7255 Woodmont Avenue, Suite 300
Bethesda, MD 20814
Attention: Legal Group
E-mail: legalnotices@midcapfinancial.com
|
With a copy (which shall not
constitute notice) to: |
Proskauer Rose LLP
Eleven Times Square
New York City, NY 10036
Attn: Andrew Bettwy
Tel.: (212) 969-3180
E-mail address: abettwy@proskauer.com
|
(1) |
to its partners that are natural persons, members that are natural persons, directors, officers, employees, counsel, advisors, trustees and Affiliates
(collectively, the “Representatives”), to the extent necessary to permit such Representatives to assist in connection with
the Agreed Purposes (it being understood that the Representatives to whom such disclosure is made will be informed of the confidential nature of such Confidential Information and instructed to keep such Confidential Information
confidential, with the applicable Agent or Lender responsible for the breach of this Section 10.14 by such Representatives as if they
were party hereto);
|
(2) |
to any pledgee referred to in Section 10.6(d) and
prospective Lenders and participants in connection with the syndication (including secondary trading) of the DIP Facility and Commitments and Loans hereunder (excluding any Disqualified Institution), in each case who are informed of
the confidential nature of the information and agree to observe and be bound by standard confidentiality terms at least as favorable to the Borrower and its Affiliates as those contained in this Section 10.14;
|
(3) |
to any party or prospective party (or their advisors) to any swap, derivative or similar transaction under which payments are made by reference to the
Borrower and the Obligations, this Agreement or payments hereunder, in each case who are informed of the confidential nature of the information and agree to observe and be bound by standard confidentiality terms at least as favorable
to the Borrower and its Affiliates as those contained in this Section 10.14;
|
(4) |
upon the request or demand of any Governmental Authority having or purporting to have jurisdiction over it;
|
(5) |
in response to any order of any Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, provided, that in the case of clauses (4) and (5), the disclosing Agent or Lender, as applicable, agrees, to the extent practicable and not prohibited by applicable law, to notify the
Borrower prior to such disclosure and cooperate with the Borrower in obtaining an appropriate protective order (except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory
authority exercising examination or regulatory authority);
|
(6) |
to the extent reasonably required or necessary, in connection with any litigation or similar proceeding relating to the DIP Facility;
|
(7) |
information that has been publicly disclosed other than in breach of this Section 10.14;
|
(8) |
to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to
information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender or in connection with examinations or audits of such Lender;
|
(9) |
to the extent reasonably required or necessary, in connection with the exercise of any remedy under the Loan Documents; provided, that each Agent and Lender uses commercially reasonable efforts to ensure that such information is kept confidential in connection with such
exercise of remedies and the recipient is informed of the confidential nature of the information;
|
(10) |
to the extent the Borrower has consented to such disclosure in writing;
|
(11) |
to any other party to this Agreement;
|
(12) |
to the extent that such information is received from a third party that is not, to such Agent or Lender’s knowledge, subject to contractual or fiduciary
confidentiality obligations owing to the Borrower and its Affiliates and their related parties;
|
(13) |
to the extent that such information is independently developed by such Agent or Lender; or
|
(14) |
by the Administrative Agent to the extent reasonably required or necessary to obtain a CUSIP for any Loans or Commitment hereunder, to the CUSIP Service
Bureau.
|
REVLON CONSUMER PRODUCTS CORPORATION,
|
|||
as Borrower
|
|||
By:
|
/ s/ Victoria Dolan
|
||
Name:
|
Victoria Dolan
|
||
Title:
|
Chief Financial Officer
|
||
REVLON, INC.,
|
|||
as Holdings
|
|||
By:
|
/ s/ Victoria Dolan
|
||
Name:
|
Victoria Dolan
|
||
Title:
|
Chief Financial Officer
|
MIDCAP FUNDING IV TRUST, as Agent
|
|||
By:
|
Apollo Capital Management, L.P., its investment manager
|
||
By:
|
Apollo Capital Management GP, LLC, its General Partner
|
||
By:
|
/s/ Maurice Amsellem
|
||
Name:
|
Maurice Amsellem
|
||
Title:
|
Authorized Signatory
|
MIDCAP FINANCIAL TRUST, as a Revolving Lender
|
|||
By:
|
Apollo Capital Management, L.P., its investment manager
|
||
By:
|
Apollo Capital Management GP, LLC, its General Partner
|
||
By:
|
/s/ Maurice Amsellem
|
||
Name:
|
Maurice Amsellem
|
||
Title:
|
Authorized Signatory
|
||
MIDCAP FUNDING IV TRUST, as a Revolving Lender
|
|||
By:
|
Apollo Capital Management, L.P., its investment manager
|
||
By:
|
Apollo Capital Management GP, LLC, its General Partner
|
||
By:
|
/s/ Maurice Amsellem
|
||
Name:
|
Maurice Amsellem
|
||
Title:
|
Authorized Signatory
|
ATHORA LUX INVEST S.C.Sp., a reserved alternative investment fund in the form of a Luxembourg special limited partnership (société en commandite spéciale),
acting in respect of its compartment, Athora Lux Invest – Loan Origination, acting through its managing general partner Athora Lux Invest Management and represented by its delegate portfolio manager, Apollo Management International
LLP, as a Revolving Lender
|
|||
By:
|
Apollo Management International LLP, its Portfolio Manager
|
||
By:
|
AMI (Holdings), LLC, its Member
|
||
By:
|
/s/ Joseph D. Glatt
|
||
Name:
|
Joseph D. Glatt
|
||
Title:
|
Vice President
|
||
APOLLO LINCOLN FIXED INCOME FUND, L.P., as a Revolving Lender
|
|||
By:
|
Apollo Lincoln Fixed Income Management, LLC, its investment manager
|
||
By:
|
/s/ Joseph D. Glatt
|
||
Name:
|
Joseph Glatt
|
||
Title:
|
Vice President
|
||
APOLLO CENTRE STREET PARTNERSHIP, L.P., as a Revolving Lender
|
|||
By:
|
Apollo Centre Street Management, LLC, its investment manager
|
||
By:
|
/s/ Joseph D. Glatt
|
||
Name:
|
Joseph Glatt
|
||
Title:
|
Vice President
|
CIBC BANK USA, as a Revolving Lender
|
|||
By:
|
/s/ Stephanie Vlamis
|
||
Name:
|
Stephanie Vlamis
|
||
Title:
|
Associate Managing Director
|
CRYSTAL FINANCIAL SPV LLC, as a SISO Term Lender
|
||
By:
|
/s/ Mirko Andric
|
|
Name: Mirko Andric
|
||
Title: Senior Managing Director
|
SCP PRIVATE CREDIT INCOME FUND SPV LLC, as a SISO Term Lender
|
||
By:
|
/s/ Cedric Henley
|
|
Name: Cedric Henley
|
||
Title: Authorized Signatory
|
||
SCP PRIVATE CREDIT INCOME BDC SPV LLC, as a SISO Term Lender
|
||
By:
|
/s/ Cedric Henley
|
|
Name: Cedric Henley
|
||
Title: Authorized Signatory
|
||
SCP SF DEBT FUND L.P., as a SISO Term Lender
|
||
By:
|
/s/ Cedric Henley
|
|
Name: Cedric Henley
|
||
Title: Authorized Signatory
|
SCP PRIVATE CORPORATE LENDING FUND SPV LLC, as a SISO Term Lender
|
||
By:
|
/s/ Cedric Henley
|
|
Name: Cedric Henley
|
||
Title: Authorized Signatory
|
||
SCP CAYMAN DEBT MASTER FUND SPV LLC, as a SISO Term Lender
|
||
By:
|
/s/ Cedric Henley
|
|
Name: Cedric Henley
|
||
Title: Authorized Signatory
|
CALLODINE COMMERCIAL FINANCE SPV, LLC, as a SISO Term Lender
|
||
By:
|
/s/ Michael Watson
|
|
Name: Michael Watson
|
||
Title: Principal
|
FIRST EAGLE ALTERNATIVE CAPITAL BDC, INC., as a SISO Term Lender
|
||
By:
|
/s/ Michelle Handy
|
|
Name: Michelle Handy
|
||
Title: Managing Director
|
||
FIRST EAGLE DIRECT LENDING FUND IV, LLC, as a SISO Term Lender
|
||
By:
|
First Eagle Alternative Credit, LLC, its Manager
|
|
By:
|
/s/ Michelle Handy
|
|
Name: Michelle Handy
|
||
Title: Managing Director
|
||
FIRST EAGLE DIRECT LENDING FUND IV CO-INVEST, LLC, as a SISO Term Lender
|
||
By:
|
First Eagle Alternative Credit, LLC, its Manager
|
|
By:
|
/s/ Michelle Handy
|
|
Name: Michelle Handy
|
||
Title: Managing Director
|
||
FIRST EAGLE DIRECT LENDING LEVERED FUND IV SPV, LLC, as a SISO Term Lender
|
||
By:
|
First Eagle Direct Lending Levered Fund IV, LLC, its Manager
|
|
By:
|
/s/ Michelle Handy
|
|
Name: Michelle Handy
|
||
Title: Managing Director
|
FIRST EAGLE DIRECT LENDING V-A, LLC, as a SISO Term Lender
|
||
By:
|
First Eagle Alternative Credit, LLC, its Manager
|
|
By:
|
/s/ Michelle Handy
|
|
Name: Michelle Handy
|
||
Title: Managing Director
|
||
FIRST EAGLE DIRECT LENDING V-B SPV, LLC, as a SISO Term Lender
|
||
By:
|
First Eagle Direct Lending V-B, LLC, its designated manager
|
|
By:
|
First Eagle Alternative Credit, LLC, its Manager
|
|
By:
|
/s/ Michelle Handy
|
|
Name: Michelle Handy
|
||
Title: Managing Director
|
FIRST EAGLE DIRECT LENDING V-C, SCSP, as a SISO Term Lender
|
||
By:
|
First Eagle Alternative Credit, LLC, its Portfolio Manager
|
|
By:
|
/s/ Michelle Handy
|
|
Name: Michelle Handy
|
||
Title: Managing Director
|
||
FIRST EAGLE CREDIT OPPORTUNITIES FUND, as a SISO Term Lender
|
||
By:
|
First Eagle Alternative Credit, LLC, its Sub-Adviser
|
|
By:
|
/s/ Michelle Handy
|
|
Name: Michelle Handy
|
||
Title: Managing Director
|
I. |
Owned Real Property:
|
Loan Party
|
Address
|
Revlon Consumer Products Corporation
|
1501 Williamsboro Street, Oxford, NC
|
Roux Laboratories, Inc.
|
5344 Overmyer Drive, Jacksonville, Florida
|
Roux Laboratories, Inc.
|
2210 Melson Avenue, Jacksonville, Florida
|
Roux Laboratories, Inc.
|
Rail sidetrack adjacent to 5344 Overmyer Drive, Jacksonville Florida
|
Revlon Consumer Products Corporation
|
Property located in Irvington, New Jersey, consisting of the following parcels:
• Parcel No. 2 - 196 Coit Street, Irvington, NJ
• Parcel No. 3 - 206 Coit Street, Irvington, NJ
• Parcel No. 4 - 212 Coit Street, Irvington, NJ
• Parcel No. 7.01 - 176-178 Coit Street, Irvington, NJ
|
II. |
Leased Real Property:
|
Loan Party
|
Address
|
Revlon Consumer Products Corporation
|
One New York Plaza, New York, NY
|
Revlon Consumer Products Corporation
|
2121 Rt 21, Edison, NJ
|
North America Revsale Inc.
|
2203 Promenade Blvd., Rogers, AR
|
North America Revsale Inc.
|
181 East Madison Avenue, Chicago, IL
|
North America Revsale Inc.
|
801 Nicollet Mall and 800 Marquette Avenue,
Minneapolis, MN
|
North America Revsale Inc.
|
124 Grove Street, Franklin, MA
|
Elizabeth Arden, Inc.
|
4591 International Dr, Orlando, FL
|
Elizabeth Arden, Inc.
|
8200 Vineland Ave, Orlando, FL
|
Elizabeth Arden, Inc.
|
880 Southwest 145th Ave, Pembroke Pines, FL
|
Elizabeth Arden, Inc.
|
The Mills at Jersey Gardens, Elizabeth, NJ
|
Elizabeth Arden, Inc.
|
7400 Las Vegas Blvd South, Las Vegas, NV
|
Elizabeth Arden, Inc.
|
498 Red Apple Ct, Central Valley, NY
|
Elizabeth Arden, Inc.
|
200 Park Avenue South, 6th & 7Th Floors, New York, NY
|
Elizabeth Arden, Inc.
|
200 Park Avenue South, Retail, New York, NY
|
Elizabeth Arden, Inc.
|
Texas City Outlet 5885 Gulf Freeway, Suite 788, Freeway, TX
|
Elizabeth Arden, Inc.
|
1751 Blue Hills Drive, Roanoke, VA
|
Elizabeth Arden, Inc.
|
131, 141, 143, 145 Brand Ave, Salem, VA
|
Creative Nail Design, Inc.
|
2755 Dos Aarons Way, Vista, CA
|
Roux Laboratories, Inc.
|
701 San Marco Blvd, Jacksonville, FL
|
Roux Laboratories, Inc.
|
540 Beautyrest Ave, Jacksonville, FL
|
Revlon Canada Inc.
|
1590 South Gateway, Mississauga, ON, Canada
|
Name of Debtor/Grantor
|
Jurisdiction of
Organization/
Formation
|
Percentage Owned
|
Excluded
Subsidiary (Y/N)?
|
Charles Revson Inc.
|
New York
|
100% by Revlon Consumer Products Corporation
|
N
|
Creative Nail Design, Inc.
|
California
|
100% by Roux Laboratories, Inc.
|
N
|
Cutex, Inc.
|
Delaware
|
100% by Revlon Consumer Products Corporation
|
N
|
North America Revsale Inc.
|
New York
|
100% by Revlon Consumer Products Corporation
|
N
|
OPP Products, Inc.
|
Delaware
|
100% by Revlon Consumer Products Corporation
|
N
|
PPI Two Corporation
|
Delaware
|
100% by Revlon Consumer Products Corporation
|
N
|
Realistic Roux Professional Products Inc.
|
Delaware
|
100% by Roux Laboratories, Inc.
|
N
|
Revlon Development Corp
|
Delaware
|
100% by Revlon Consumer Products Corporation
|
N
|
Revlon Finance LLC
|
Delaware
|
100% by Revlon Holdings B.V. (Netherlands)
|
Y
|
Revlon Government Sales, Inc.
|
Delaware
|
100% by Revlon Consumer Products Corporation
|
N
|
Revlon International Corporation
|
Delaware
|
100% by Revlon Consumer Products Corporation
|
N
|
Revlon Professional Holding Company LLC
|
Delaware
|
100% collectively by Revlon Consumer Products Corporation; Revlon Manufacturing Ltd.;
Revlon (Suisse) S.A. and Beautyge Beauty Group, S.L.
|
N
|
RIROS Corporation
|
New York
|
100% by Revlon Consumer
Products Corporation
|
N
|
RIROS Group Inc.
|
Delaware
|
100% by RIROS Corporation
|
N
|
RML, LLC
|
Delaware
|
100% by Revlon International Corporation
|
N
|
Name of Debtor/Grantor
|
Jurisdiction of
Organization/
Formation
|
Percentage Owned
|
Excluded
Subsidiary (Y/N)?
|
Roux Laboratories, Inc.
|
New York
|
100% by Beautyge U.S.A., Inc.
(f/k/a Colomer U.S.A., Inc.)
|
N
|
Roux Properties Jacksonville, LLC
|
Florida
|
100% by Roux Laboratories, Inc.
|
N
|
SinfulColors Inc.
|
Delaware
|
100% by Opp Products, Inc.
|
N
|
DF Enterprises, Inc.
|
Delaware
|
100% by Elizabeth Arden, Inc.
|
N
|
Elizabeth Arden (Financing), Inc.
|
Delaware
|
100% by Elizabeth Arden, Inc.
|
N
|
Elizabeth Arden, Inc.
|
Florida
|
100% by Revlon Consumer Products Corporation
|
N
|
Elizabeth Arden Travel Retail, Inc.
|
Delaware
|
100% by Elizabeth Arden, Inc.
|
N
|
Elizabeth Arden Investments, LLC
|
Delaware
|
100% by Elizabeth Arden, Inc.
|
N
|
Elizabeth Arden NM, LLC
|
Delaware
|
100% by Elizabeth Arden, Inc.
|
N
|
Elizabeth Arden USC, LLC
|
Delaware
|
100% by Elizabeth Arden, Inc.
|
N
|
FD Management, Inc.
|
Delaware
|
100% by Elizabeth Arden, Inc.
|
N
|
RDEN Management, Inc.
|
Delaware
|
100% by Elizabeth Arden, Inc.
|
N
|
Name of Debtor/Grantor
|
Jurisdiction of
Organization/
Formation
|
Percentage Owned
|
Excluded
Subsidiary (Y/N)?
|
New Revlon Argentina, S.A.
|
Argentina
|
100% collectively by Revlon International Corporation and Revlon Manufacturing Ltd.
|
Y
|
Revlon Australia Pty Limited
|
Australia
|
100% by Revlon Manufacturing Ltd.
|
Y
|
Promethean Insurance Limited
|
Bermuda
|
100% by Revlon Offshore Limited
|
Y
|
Revlon Manufacturing Ltd.
|
Bermuda
|
100% by RML Holdings L.P.
|
Y
|
Revlon Offshore Ltd.
|
Bermuda
|
100% by Revlon Consumer Products Corporation
|
Y
|
RML Holdings L.P.
|
Bermuda
|
100% collectively by Revlon International Corporation and RML, LLC
|
Y
|
Revlon Ltda
|
Brazil
|
100% collectively by Revlon International Corporation and Revlon Manufacturing Ltd.
|
Y
|
Revlon Canada Inc.
|
Canada
|
100% collectively by Revlon International Corporation and Beautyge Participations, S.L.
|
N
|
Beautyge I
|
Cayman Islands
|
100% by Beautyge Brands USA Inc.
(f/k/a Colomer Beauty USA, Inc.)
|
Y
|
Revlon China Holdings Limited
|
Cayman Islands
|
100% by Revlon International Corporation
|
Y
|
Revlon (Shanghai) Limited1
|
China
|
97.22% by Revlon China Holdings Limited
|
Y
|
Revlon Trading (Shanghai) Co., Ltd
|
China
|
100% by Revlon (Hong Kong) Limited
|
Y
|
Shanghai Revstar Cosmetics Marketing Services Limited2
|
China
|
98.21% by Revlon China Holdings Limited
|
Y
|
Beautyge Denmark A/S
|
Denmark
|
100% by Beautyge, S.L.
|
Y
|
1
|
As noted in the Company’s 12/30/13 Form 8‐K, the Company is in the process of exiting its operations in China and plans to liquidate these entities after satisfying its liabilities and other obligations.
|
2
|
See above.
|
Name of Debtor/Grantor
|
Jurisdiction of
Organization/
Formation
|
Percentage Owned
|
Excluded
Subsidiary (Y/N)?
|
American Crew Dominicana, S.r.L.
|
Dominican Republic
|
99.9% by Beautyge Brands USA, Inc. (f/k/a Colomer Beauty Brands USA, Inc.)
|
Y
|
Comercializador a Brendola, S.r.L.
|
Dominican Republic
|
99.9% by Beautyge, S.L.
|
Y
|
Beautyge Brands France Holding SAS
|
France
|
100% collectively by Beautyge, S.L. and Beautyge Participations, S.L.
|
Y
|
Beutyge France SAS
|
France
|
100% by Beautyge Brands France Holding SAS
|
Y
|
Beautyge Logistics Services, S.L. – French Branch
|
France
|
100% by Beautyge, S.L.
|
Y
|
Beautyge Germany GmbH
|
Germany
|
100% by Beautyge Participations, S.L.
|
Y
|
Produtos Cosméticos de Revlon, S.A.
|
Guatemala
|
100% collectively by Revlon Overseas Corporation, C.A. and Revlon International Corporation
|
Y
|
Revlon (Hong Kong) Limited
|
Hong Kong
|
100% collectively by Revlon International Corporation and Revlon Manufacturing Ltd.
|
Y
|
Beautyge Professional Limited
|
Ireland
|
100% by Roux Laboratories, Inc.
|
Y
|
Bainvest Beauty Limited3
|
Ireland
|
100% by Beautyge Fragrances Holdings Ltd
|
Y
|
Revlon (Israel) Limited
|
Israel
|
100% collectively by Revlon B.V. and Revlon International Corp
|
Y
|
YAE Artistic Packings Industry Ltd.
|
Israel
|
100% of shares with voting rights by Revlon B.V.
|
Y
|
YAE Press 2000 (1987) Ltd.
|
Israel
|
100% by Revlon B.V.
|
Y
|
Beautyge Italy S.p.A.
|
Italy
|
100% by Beautyge Participations, S.L.
|
Y
|
3 |
In liquidation.
|
Name of Debtor/Grantor
|
Jurisdiction of
Organization/
Formation
|
Percentage Owned
|
Excluded
Subsidiary (Y/N)?
|
Revlon KK
|
Japan
|
100% by Revlon International Corporation
|
Y
|
Professional Beauty Services S.A.
|
Luxembourg
|
100% by Beautyge Participations, S.L.
|
Y
|
Revlon Mauritius Ltd.
|
Mauritius
|
100% by Revlon International Corporation
|
Y
|
Beautyge Mexico S.A. de C.V.
|
Mexico
|
100% collectively by Roux Laboratories, Inc. and Beautyge Participations, S.L.
|
Y
|
Revlon, S.A. de C.V.
|
Mexico
|
100% collectively by Revlon International Corporation and Revlon Consumer Products Corporation
|
Y
|
Beautyge Netherlands B.V.
|
Netherlands
|
100% by Beautyge Participations, S.L.
|
Y
|
Revlon B.V.
|
Netherlands
|
100% by Revlon International Corporation
|
Y
|
Revlon Holdings B.V.
|
Netherlands
|
100% by Elizabeth Arden International, S.a.r.L.
|
Y
|
Revlon New Zealand Limited
|
New Zealand
|
100% collectively by Revlon International Corporation and Revlon Consumer Products Corporation
|
Y
|
Beautyge Andina S.A.
|
Peru
|
100% collectively by Beautyge, S.L. and Beautyge Beauty Group, S.L.
|
Y
|
Beautyge Portugal-Produtos Cosmeticos e Profissionais Lda.
|
Portugal
|
100% collectively by Beautyge, S.L. and Revlon Consumer Products Corporation
|
Y
|
Revlons Puerto Rico Inc.
|
Puerto Rico
|
100% by Revlon International Corporation
|
Y
|
Beautyge Rus Joint Stock Company
|
Russia
|
100% collectively by Beautyge, S.L. and Beautyge Beauty Group, S.L.
|
Y
|
Name of Debtor/Grantor
|
Jurisdiction of
Organization/
Formation
|
Percentage Owned
|
Excluded
Subsidiary (Y/N)?
|
Elizabeth Arden (Singapore) Pte. Ltd.
|
Singapore
|
60% by Elizabeth Arden (Netherlands) Holding B.V.
|
Y
|
Revlon Manufacturing Ltd. – Singapore Branch
|
Singapore
|
100% by RML Holdings L.P.
|
Y
|
Revlon South Africa (Proprietary) Limited
|
South Africa
|
100% by Revlon Offshore Limited
|
Y
|
Beautyge, S.L.
|
Spain
|
100% by Beautyge Beauty Group, S.L
|
Y
|
Beautyge Beauty Group, S.L.
|
Spain
|
100% by Beautyge Participations, S.L.
|
Y
|
Beautyge Logistics Services, S.L.
|
Spain
|
100% by Beautyge, S.L.
|
Y
|
Beautyge Participations, S.L.
|
Spain
|
100% by Revlon Consumer Products Corporation
|
Y
|
Revlon Beauty Products, S.L.4
|
Spain
|
100% collectively by Revlon B.V.; Revlon International Corporation; Revlon (Suisse) S.A. and Européenee de Produits de Beauté, S.A.S.
|
Y
|
Beautyge Sweden AB
|
Sweden
|
100% by Beautyge Participations, S.L.
|
Y
|
Beautyge France S.A.S. – Succursale de Carouge (Geneva)
|
Switzerland
|
100% by Beautyge Brands France Holding SAS
|
Y
|
Revlon (Suisse) S.A.
|
Switzerland
|
100% by Revlon International Corporation
|
Y
|
Elizabeth Arden Trading B.V. (branch office)
|
Taiwan
|
100% by Elizabeth Arden (Netherlands) Holding B.V.
|
Y
|
Revlon Manufacturing Ltd. – Taiwan Branch
|
Taiwan
|
100% by RML Holdings L.P.
|
Y
|
Revlon International Corporation – U.K. Branch
|
United Kingdom
|
100% by RML Holdings L.P.
|
Y
|
4
|
In liquidation.
|
Name of Debtor/Grantor
|
Jurisdiction of
Organization/
Formation
|
Percentage Owned
|
Excluded
Subsidiary (Y/N)?
|
Revlon Pension Trustee Company (U.K.) Limited
|
United Kingdom
|
100% by Revlon Consumer Products Corporation
|
Y
|
Revlon Overseas Corporation, C.A.
|
Venezuela
|
100% by Revlon International Corporation
|
Y
|
Elizabeth Arden (Switzerland) Holding S.a.r.l.
|
Switzerland
|
100% by Revlon International Corporation
|
Y
|
Elizabeth Arden (South Africa) (Proprietary) Ltd.
|
South Africa
|
100% by Revlon International Corporation
|
Y
|
Elizabeth Arden (Canada) Limited
|
Canada
|
100% by Revlon International Corporation
|
N
|
Elizabeth Arden (Netherlands) Holding B.V.
|
Netherlands
|
100% by Elizabeth Arden (Switzerland) Holding S.a.r.l.
|
Y
|
Elizabeth Arden (Shanghai) Cosmetics & Fragrances Trading Ltd.
|
China
|
100% by Elizabeth Arden (Switzerland) Holding S.a.r.l.
|
Y
|
Elizabeth Arden Sea Pte. Ltd
|
Singapore
|
60% by Elizabeth Arden (Netherlands) Holding B.V.
|
Y
|
Elizabeth Arden (UK) Ltd
|
United Kingdom
|
100% by Elizabeth Arden (Netherlands) Holding B.V.
|
N
|
Elizabeth Arden España S.L.U.
|
Spain
|
100% by Elizabeth Arden (Netherlands) Holding B.V.
|
Y
|
Elizabeth Arden International S.a.r.l. - French Branch
|
France
|
100% by Elizabeth Arden International S.a.r.l. Int’l Headquarters
|
Y
|
Elizabeth Arden International S.a.r.l. – Japan Representative Office.
|
Japan
|
100% by Elizabeth Arden International S.a.r.l. Int’l Headquarters
|
Y
|
Elizabeth Arden International S.a.r.l. Int’l Headquarters
|
Switzerland
|
100% by Elizabeth Arden (Netherlands) Holding B.V.
|
Y
|
Elizabeth Arden (Switzerland) Holding S.a.r.L.
|
Switzerland
|
100% by Revlon International Corporation
|
Y
|
Elizabeth Arden (Denmark) ApS
|
Denmark
|
100% by Elizabeth Arden (Netherlands) Holding B.V.
|
Y
|
Name of Debtor/Grantor
|
Jurisdiction of
Organization/
Formation
|
Percentage Owned
|
Excluded
Subsidiary (Y/N)?
|
Elizabeth Arden (Norway) AS
|
Norway
|
100% by Elizabeth Arden (Netherlands) Holding B.V.
|
Y
|
Elizabeth Arden (Sweden) AB
|
Sweden
|
100% by Elizabeth Arden (Netherlands) Holding B.V.
|
Y
|
Elizabeth Arden Trading B.V. (representative office)
|
Netherlands
|
100% by Elizabeth Arden (Netherlands) Holding B.V.
|
Y
|
Elizabeth Arden Middle East FZCO
|
Dubai
|
60% by Elizabeth Arden (Netherlands) Holding B.V.
|
Y
|
Elizabeth Arden Cosmeticos do Brazil Ltda
|
Brazil
|
100% collectively by Elizabeth Arden (Netherlands) Holding B.V. and Elizabeth Arden Trading B.V.
|
Y
|
Elizabeth Arden (France) S.A.
|
France
|
100% by Elizabeth Arden (Netherlands) Holding B.V.
|
Y
|
Elizabeth Arden GmbH
|
Germany
|
100% by Elizabeth Arden (Netherlands) Holding B.V.
|
Y
|
Elizabeth Arden Korea Yuhan Hoesa
|
Korea
|
100% collectively by Elizabeth Arden (Netherlands) Holding B.V. and Revlon International Corporation
|
Y
|
Elizabeth Arden Sea (HK) Ltd.
|
Hong Kong
|
100% by Elizabeth Arden Sea Pte. Ltd.
|
Y
|
1. |
Stock Certificates and Stock Powers. Borrower shall deliver to Collateral Agent (or the BrandCo DIP Agent as gratuitous bailee for the Collateral Agent), within ninety (90) days after the Closing Date (or such later date as the Administrative Agent
shall agree in its discretion), the stock certificates representing the certificated equity interests set forth in the chart immediately below together with stock powers duly endorsed in blank.
|
Debtor /
Pledgor
|
Issuer
|
Jurisdiction
|
Share Certificate #
|
Number of Shares
Pledged
|
Revlon International Corporation
|
Elizabeth Arden (Switzerland) Holding S.a.r.l.
|
Switzerland
|
3
|
66
|
Revlon International Corporation
|
Elizabeth Arden (Switzerland) Holding S.a.r.l.
|
Switzerland
|
4
|
34
|
Revlon International Corporation
|
Revlon (Suisse) SA
|
Switzerland
|
2
|
34
|
Revlon International Corporation
|
Elizabeth Arden (Canada) Limited
|
Canada
|
7
|
651,579
(Common Stock)
|
Revlon International Corporation
|
Elizabeth Arden (Canada) Limited
|
Canada
|
8
|
335,663
(Common Stock)
|
Revlon International Corporation
|
Elizabeth Arden (Canada) Limited
|
Canada
|
RP-3
|
4,000,000
(Preferred Shares)
|
Revlon International Corporation
|
Elizabeth Arden (South Africa) Proprietary Limited
|
South Africa
|
6
|
66
|
Revlon International Corporation
|
Elizabeth Arden (South Africa) Proprietary Limited
|
South Africa
|
7
|
34
|
Elizabeth Arden, Inc.
|
Revlon International Corporation
|
Delaware
|
5
|
2,400
|
Revlon International Corporation
|
Revlon S.A. de C.V.
|
Mexico
|
2 C.F.
|
37,069,582
|
Revlon International Corporation
|
Revlon S.A. de C.V.
|
Mexico
|
2 C.V.
|
139,900,484
|
Revlon Consumer Products Corporation
|
Revlon S.A. de C.V.
|
Mexico
|
3 C.F.
|
13
|
Revlon Consumer Products Corporation
|
Revlon S.A. de C.V.
|
Mexico
|
4 C.F.
|
7
|
Revlon Consumer Products Corporation
|
Revlon Offshore Limited
|
Bermuda
|
72
|
2
|
Revlon International Corporation
|
Revlon (Israel) Limited
|
Israel
|
TBD
|
12,985,003
|
2. |
Promissory Notes. Borrower
shall deliver to the Collateral Agent (or the BrandCo DIP Agent as gratuitous bailee for the Collateral Agent), within ninety (90) days after the Closing Date (or such later date as the Administrative Agent shall agree in its
discretion), the promissory notes set forth in the chart immediately below (to the extent not already in the possession of the Collateral Agent or the collateral agent for the BrandCo DIP Credit Agreement) together with related
allonges (only to the extent reasonably requested by the Collateral Agent).
|
Debtor/Grantor
|
Issuer of Instrument
|
Principal Amount of
Instrument
|
Maturity Date
|
|||
Revlon Consumer Products Corporation
|
Beautyge Mexico, S.A. de C.V.
|
$
|
5,274,415
|
January 31, 2020 (annual evergreen)
|
||
Revlon Consumer Products Corporation
|
Elizabeth Arden (Canada) Limited
|
$
|
11,166,538
|
January 31, 2020 (annual evergreen)
|
3. |
BrandCo DIP Credit Agreement.
Within fifteen (15) days of the Closing Date (or such later date as the Administrative Agent shall agree in its discretion), the Borrower shall deliver to the Administrative Agent, a copy of the first amendment to the BrandCo DIP
Facility, to be entered into among Holdings, the Borrower and the BrandCo DIP Lenders party thereto, which shall, among other things, update the reporting requirements described in Section 6.1 and 7.17 to be substantially identical
with the corresponding requirements of Section 6.1 and 7.17 of this Agreement
|
4. |
Insurance. The Borrower
shall deliver to the Administrative Agent, within forty-five (45) days after the Closing Date (or such later date as the Administrative Agent shall agree in its discretion), certificates of insurance and endorsements relating to the
Borrower’s (i) insurance policies covering loss or damage to Collateral and (ii) liability insurance policies, in each case, required to be maintained pursuant to this Agreement, naming the Administrative Agent as an additional
insured and loss payee (to the extent the Administrative Agent shall reasonably request to be so named), as applicable.
|
5. |
Enforceability Language for Final Order. On or before the Final Order Entry Date, the Loan Parties shall have agreed to language with the Lenders for inclusion in the Final Order regarding the continuing effectiveness and enforceability of the Existing
Landlord Waivers, Existing Control Agreements, Existing Mortgages and the Existing UK Debentures.
|
Debtor | Lender | Description | Currency | Principal Amount |
Cumulative
Interest Outstanding |
||||||
Revlon Beauty Products SL (Spain)
|
Revlon BV (Netherlands)
|
Loan
|
EUR
|
€
|
3,340,750.00
|
€
|
1,003,769.17
|
||||
Revlon Beauty Products SL (Spain)
|
Revlon BV (Netherlands)
|
Loan
|
EUR
|
€
|
954,500.00
|
€
|
310,329.00
|
||||
Revlon Beauty Products SL (Spain)
|
Revlon BV (Netherlands)
|
Loan
|
EUR
|
€
|
954,500.00
|
€
|
336,154.59
|
||||
Revlon Beauty Products SL (Spain)
|
Revlon BV (Netherlands)
|
Loan
|
EUR
|
€
|
954,500.00
|
€
|
360,027.59
|
||||
Revlon Beauty Products SL (Spain)
|
Revlon BV (Netherlands)
|
Loan
|
EUR
|
€
|
1,097,675.00
|
€
|
437,197.24
|
||||
Revlon Beauty Products SL (Spain)
|
Revlon BV (Netherlands)
|
Loan
|
EUR
|
€
|
3,054,400.00
|
€
|
2,326,120.48
|
||||
Revlon Beauty Products SL (Spain)
|
Revlon BV (Netherlands)
|
Loan
|
EUR
|
€
|
954,500.00
|
€
|
678,660.11
|
||||
Revlon Beauty Products SL (Spain)
|
Revlon BV (Netherlands)
|
Loan
|
EUR
|
€
|
668,150.00
|
€
|
236,993.51
|
||||
Revlon Beauty Products SL (Spain)
|
Revlon BV (Netherlands)
|
Loan
|
EUR
|
€
|
954,500.00
|
€
|
571,233.57
|
||||
Revlon Beauty Products SL (Spain)
|
Revlon BV (Netherlands)
|
Loan
|
EUR
|
€
|
1,574,925.00
|
€
|
439,408.69
|
||||
Europeenne DE Produits De Beaute, SAS France
|
Revlon BV (Netherlands)
|
Loan
|
USD
|
$
|
17,009,671.18
|
$
|
3,072,042.14
|
||||
Europeenne DE Produits De Beaute, SAS France
|
Revlon BV (Netherlands)
|
Loan
|
EUR
|
€
|
34,865.26
|
€
|
3,143.68
|
||||
Revlon BV (Netherlands)
|
Revlon Consumer Products Corporation
|
Loan
|
EUR
|
€
|
19,433,359.30
|
€
|
7,399,592.94
|
Debtor | Lender | Description | Currency | Principal Amount | Cumulative
Interest Outstanding |
||||||
Revlon BV (Netherlands)
|
Revlon Consumer Products Corporation
|
Loan
|
USD
|
$
|
93,286,735.01
|
$
|
5,711,904.33
|
||||
Revlon Manufacturing LTD (Bermuda)
|
Revlon Canada Inc.
|
Loan
|
CAD
|
$
|
4,912.17
|
$
|
659.64
|
||||
Revlon Canada Inc.
|
Revlon Consumer Products Corporation
|
Loan
|
CAD
|
$
|
920,814.98
|
$
|
0.00
|
||||
Elizabeth Arden Ltd Canada
|
Revlon Consumer Products Corporation
|
Loan
|
USD
|
$
|
23,347,417.07
|
$
|
0.00
|
||||
Beautyge Mexico, S.A. de C.V.
|
Revlon Canada Inc.
|
Loan
|
CAD
|
$
|
5,178,957.82
|
$
|
1,265,002.17
|
||||
Revlon Holdings B.V.
|
Elizabeth Arden GmbH Germany
|
Loan
|
EUR
|
€
|
12,600,000.00
|
€
|
3,866,259.25
|
||||
Elizabeth Arden GmbH Germany
|
Revlon Holdings B.V.
|
Loan
|
EUR
|
€
|
12,600,000.00
|
€
|
3,441,560.17
|
||||
Revlon Holdings B.V.
|
Beautyge Germany GmbH
|
Loan
|
EUR
|
€
|
6,300,000.00
|
€
|
1,933,129.63
|
||||
Beautyge Germany GmbH
|
Revlon Holdings B.V.
|
Loan
|
EUR
|
€
|
6,300,000.00
|
€
|
1,720,780.08
|
||||
Revlon Holdings B.V.
|
Beautyge Italy S.p.A.
|
Loan
|
EUR
|
€
|
9,450,000.00
|
€
|
2,899,694.44
|
||||
Beautyge Italy S.p.A.
|
Revlon Holdings B.V.
|
Loan
|
EUR
|
€
|
9,450,000.00
|
€
|
2,581,170.13
|
||||
Beautyge S.L.
|
Revlon KK (Japan)
|
Loan
|
JPY
|
¥
|
669,117,500
|
¥
|
68,181,655
|
||||
Revlon KK (Japan)
|
Revlon BV (Netherlands)
|
Loan
|
USD
|
$
|
28,214,461.01
|
$
|
7,431,888.54
|
Debtor | Lender | Description | Currency | Principal Amount |
Cumulative
Interest Outstanding |
||||||
Revlon KK (Japan)
|
Revlon Consumer Products Corporation
|
Loan
|
JPY
|
¥
|
7,026,485,949
|
¥
|
3,407,126,662
|
||||
Revlon KK (Japan)
|
Revlon International Corporation
|
Loan
|
USD
|
$
|
6,876,466.00
|
$
|
1,902,753.20
|
||||
Revlon Consumer Products Corporation
|
Revlon KK (Japan)
|
Loan
|
JPY
|
¥
|
383,618,604
|
¥
|
23,277,108
|
||||
Beautyge Mexico, S.A. de C.V.
|
Revlon BV (Netherlands)
|
Loan
|
USD
|
$
|
775,322.23
|
$
|
73,725.11
|
||||
Beautyge Mexico, S.A. de C.V.
|
Revlon Consumer Products Corporation
|
Loan
|
USD
|
$
|
6,273,760.78
|
$
|
498,678.02
|
||||
Revlon Manufacturing LTD (Bermuda)
|
Revlon New Zealand Limited
|
Loan
|
NZD
|
$
|
5,448,101.78
|
$
|
627,360.61
|
||||
Revlon Manufacturing LTD (Taiwan Branch)
|
Revlon New Zealand Limited
|
Loan
|
NZD
|
$
|
1,769,951.64
|
$
|
1,384,480.80
|
||||
Beautyge S.L.
|
Revlon New Zealand Limited
|
Loan
|
NZD
|
$
|
2,700,000.00
|
$
|
229,950.08
|
||||
Revlon Consumer Products Corporation
|
Revlon New Zealand Limited
|
Loan
|
NZD
|
$
|
15,502,626.48
|
$
|
1,596,863.86
|
||||
Beautyge Fragrances Holdings Limited (2)
|
Revlon Consumer Products Corporation
|
Loan
|
GBP
|
£
|
32,369,244.77
|
£
|
548,421.14
|
||||
Revlon Offshore Ltd. (Bermuda)
|
Revlon Consumer Products Corporation
|
Loan
|
EUR
|
€
|
14,508,400.00
|
€
|
2,142,468.97
|
||||
Revlon Offshore Ltd. (Bermuda)
|
Revlon (Hong Kong) Limited
|
Loan
|
USD
|
$
|
9,315,846.98
|
$
|
4,521,127.40
|
Debtor | Lender | Description | Currency | Principal Amount |
Cumulative Interest
Outstanding |
||||||
Revlon Offshore Ltd. (Bermuda)
|
Revlon China Holdings Ltd (Cayman Is.)
|
Loan
|
USD
|
$
|
5,058,000.00
|
$
|
4,461,679.84
|
||||
Revlon Consumer Products Corporation
|
Revlon Offshore Ltd.
|
Loan
|
USD
|
$
|
11,421,998.00
|
$
|
3,117,283.30
|
||||
Revlon South Africa (Proprietary) Limited
|
Elizabeth Arden South Africa
|
Loan
|
ZAR
|
R168,238,270.01
|
R19,432,789.34
|
||||||
Elizabeth Arden Cosmeticos do Brazil Ltda (3)
|
Revlon Consumer Products Corporation
|
Loan
|
USD
|
$
|
1,350,000.00
|
$
|
95,387.54
|
||||
Beautyge S.L.
|
Revlon Consumer Products Corporation
|
Loan
|
USD
|
$
|
5,188,330.08
|
$
|
0.00
|
||||
Revlon International - U.K. Branch
|
Revlon Consumer Products Corporation
|
Loan
|
GBP
|
£
|
39,556,629.50
|
£
|
4,182,454.29
|
||||
SAS and Company Limited
|
Revlon Consumer Products Corporation
|
Loan
|
USD
|
$
|
7,418,540.78
|
$
|
593,786.66
|
||||
Revlon Holdings B.V.
|
Revlon Finance LLC
|
Loan
|
USD
|
$
|
58,978,111.26
|
$
|
10,912,208.44
|
||||
Revlon Consumer Products Corporation
|
Elizabeth Arden International S.a.r.l.
|
Loan
|
USD
|
$
|
75,354,521.62
|
$
|
3,775,787.11
|
||||
Revlon Consumer Products Corporation
|
Elizabeth Arden (France) S.A.
|
Loan
|
EUR
|
€
|
1,600,000.00
|
€
|
58,977.78
|
||||
Revlon International Corporation
|
Elizabeth Arden Holding Sarl (Switzerland)
|
Loan
|
USD
|
$
|
42,000,000.00
|
$
|
2,940,000.00
|
||||
Revlon International Corporation
|
Revlon Mauritius Ltd.
|
Loan
|
USD
|
$
|
500,000.00
|
$
|
123.57
|
||||
Elizabeth Arden Inc | Revlon International Corporation | Loan | USD | $ | 42,000,000.00 |
$ | 3,185,000.00 |
||||
Revlon Finance LLC | Revlon Consumer Products Corporation | Loan | USD | $ | 11,284,913.00 |
$ | 142,001.82 |
||||
Revlon Overseas Corporation C.A. (Venez) | Revlon BV (Netherlands) | Loan | USD | $ | 10,633,755.33 |
$ | 9,166,125.08 |
Debtor
|
Lender
|
Description
|
Currency
|
Amount
|
Revlon Consumer Products Corporation
|
Meridian Leasing Corporation
|
Various Capital Leases
|
USD
|
1,071,742
|
Revlon Consumer Products Corporation
|
Carolina Handling, LLC
|
Various Capital Leases
|
USD
|
1,289,882
|
Debtor | Jurisdiction | Secured Party | File Date | File Type | File # | Collateral |
ELIZABETH ARDEN USC, LLC
|
DE - Secretary Of State
|
7/7/2021
|
Amendment
|
20215285508
|
Amendment changing the name of the Secured Party from MidCap Funding IV Trust to MidCap Funding IV Trust, as Collateral Agent.
|
|
ELIZABETH ARDEN, INC.
|
FL - SECURED TRANSACTION REGISTRY
|
VAR RESOURCES, INC.
OPTUMHEALTH BANK, INC.
BMO HARRIS BANK N.A.
|
5/24/2010
|
Original UCC
Filing
|
201002562080
|
This transaction is a true lease. Secured Party is the owner of all of the equipment now or hereafter the subject of any agreement or schedule by and between the parties together with all proceeds,
attachments, pars accessions, accessions, additions, replacements and substitutions of, to or for any for the forgoing.
Master Agreement No. 0212301
|
ELIZABETH ARDEN, INC.
|
FL - SECURED TRANSACTION REGISTRY
|
6/7/2010
|
Assignment
|
201002634863
|
Partial assignment of all equipment under Schedule No. 001 only, assigned to M&I Marshall & Ilsley Bank.
|
|
ELIZABETH ARDEN, INC.
|
FL - SECURED TRANSACTION REGISTRY
|
1/11/2011
|
Assignment
|
20110387522X
|
Partial assignment of all equipment under Schedule No. 001 only, assigned to OptumHealth Bank, Inc. by M&I Marshall & Ilsley Bank.
|
|
ELIZABETH ARDEN, INC.
|
FL - SECURED TRANSACTION REGISTRY
|
12/5/2014
|
Amendment
|
201402692488
|
Amended the name of the Debtor from M&I Marshall & Ilsley Bank to BMO Harris Bank N.A.
|
|
ELIZABETH ARDEN, INC.
|
FL - SECURED TRANSACTION REGISTRY
|
12/8/2014
|
Continuation
|
201402704354
|
||
ELIZABETH ARDEN, INC.
|
FL - SECURED TRANSACTION REGISTRY
|
2/19/2020
|
Continuation
|
202000920274
|
||
ELIZABETH ARDEN, INC.
|
FL - SECURED TRANSACTION REGISTRY
|
4/23/2020
|
Continuation
|
202001428012
|
Debtor
|
Jurisdiction | Secured Party |
File Date
|
File Type
|
File #
|
Collateral
|
ELIZABETH ARDEN, INC.
|
FL - SECURED TRANSACTION REGISTRY
|
RAYMOND LEASING CORPORATION
|
7/27/2017
|
Original UCC
Filing
|
20170197423X
|
All material handling equipment and associated accessories, including without limitation, lift trucks, pallet trucks, orderpickers, batteries and chargers, in possession of Debtor or hereafter acquired
by Debtor. Master Lease Schedule No. 30248 or any Schedule thereunder.
|
ELIZABETH ARDEN, INC.
|
FL - SECURED TRANSACTION REGISTRY
|
RAYMOND LEASING CORPORATION
|
12/20/2017
|
Original UCC
Filing
|
201703587276
|
All material handling equipment and associated accessories, including without limitation, lift trucks, pallet trucks, orderpickers, batteries and chargers, in possession of Debtor or hereafter acquired
by Debtor. Master Lease Schedule No. 33901 or any Schedule thereunder.
|
ELIZABETH ARDEN, INC.
|
FL - SECURED TRANSACTION REGISTRY
|
UNIVEST CAPITAL, INC.
|
8/19/2019
|
Original UCC
Filing
|
201909443466
|
(1) Primary Mobile-Matic Unit w/ 11 Standard Dispensers, (3) Secondary Mobile Unit w/1 unit of casters, on SI Systments LLC Invoice 106354, dated 8/16/2019. Contract Number 20814.
|
ELIZABETH ARDEN INC
|
NY - NEW YORK COUNTY
|
NYC DEPARTMENT OF FINANCE
|
1/24/1994
|
000618379-01
|
$7025.16 city tax warrant
|
|
ELIZABETH ARDEN ASSOCIATES
|
NY - NEW YORK COUNTY
|
NEW YORK CITY DEPARTMENT OF FINANCE
|
7/13/2006
|
002153230-01
|
$80584.61 city tax warrant
|
Debtor | Jurisdiction |
Secured Party
|
File Date
|
File Type
|
File #
|
Collateral |
REVLON CONSUMER PRODUCTS CORPORATION
|
DE - Secretary Of State
|
MACQUARIE EQUIPMENT FINANCE, LLC
|
6/21/2011
|
Original UCC
Filing
|
20112380585
|
All equipment, and all computers, machines, system units, integrated circuit boards, processors, monitors, keyboards, dis drives, tape drives, input, output, storage devices, communications cards and
devices, modems, network hardware, cables, memory, peripheral, accessories, channels, manuals, documentation, media, adapters, controllers, power supplies, etc… leased to Debtor under a master lease between Debtor as Lessee and
Secured Party as Lessor.
|
REVLON CONSUMER PRODUCTS CORPORATION
|
DE - Secretary Of State
|
5/6/2016
|
Continuation
|
20162723052
|
||
REVLON CONSUMER PRODUCTS CORPORATION
|
DE - Secretary Of State
|
6/2/2021
|
Continuation
|
20214252236
|
||
REVLON CONSUMER PRODUCTS CORPORATION
|
DE - Secretary Of State
|
RAYMOND LEASING CORPORATION
|
10/3/2012
|
Original UCC
Filing
|
20123819598
|
All material handling equipment and associated accessories, including without limitation, lift trucks, pallet trucks, orderpickers, batteries and chargers, in possession of Debtor or hereafter acquired
by Debtor. Master Lease Schedule No. 305501 or any Schedule thereunder.
|
REVLON CONSUMER PRODUCTS CORPORATION
|
DE - Secretary Of State
|
6/26/2017
|
Amendment
|
20174204050
|
Collateral added in accordance with Equipment Master Lease Schedule 030550.
|
|
REVLON CONSUMER PRODUCTS CORPORATION
|
DE - Secretary Of State
|
10/3/2017
|
Continuation
|
20176584178
|
Debtor
|
Jurisdiction |
Secured Party
|
File Date
|
File Type
|
File #
|
Collateral
|
REVLON CONSUMER PRODUCTS CORPORATION
|
DE - Secretary Of State
|
KEY EQUIPMENT FINANCE, A DIVISION OF KEYBANK NA
|
1/5/2017
|
Original UCC
Filing
|
20170107018
|
All of the Debtor’s right, title and interest in and to all Goods and property described herein. Equipment Location Vendor 1501 Williamsboro Street, Oxford, NC Woodstone Energy, LLC EQUIPMENT
DESCRIPTION: This project (the “Project”) consists of installing retrofitting and/or relocating a total of ~4,800 lighting fixtures on the Premises. Additional specific equipment described therein.
|
REVLON CONSUMER PRODUCTS CORPORATION
|
DE - Secretary Of State
|
11/2/2021
|
Continuation
|
20218817513
|
||
REVLON CONSUMER PRODUCTS CORPORATION
|
DE - Secretary Of State
|
TOYOTA INDUSTRIES COMMERCIAL FINANCE, INC.
|
7/10/2018
|
Original UCC
Filing
|
20184731176
|
One (1) Non Toyota Forklift – Hawker Model #18-085-17 Serial #PL 202180665
|
REVLON CONSUMER PRODUCTS CORPORATION
|
DE - Secretary Of State
|
TOYOTA INDUSTRIES COMMERCIAL FINANCE, INC.
|
7/18/2018
|
Original UCC
Filing
|
20184934770
|
Three (1) Hawker Battery/Charger Model #R08.8KW.24.36V Serial #R08361804P002641 #R08361804P002642 #R08361804P002643
|
REVLON CONSUMER PRODUCTS CORPORATION
|
DE - Secretary Of State
|
TOYOTA INDUSTRIES COMMERCIAL FINANCE, INC.
|
8/15/2018
|
Original UCC
Filing
|
20185646464
|
Seven (7) Hawker Charger Model #R12.15W.36V
Serial Numbers included provided therein.
|
REVLON CONSUMER PRODUCTS CORPORATION
|
DE - Secretary Of State
|
TOYOTA INDUSTRIES COMMERCIAL FINANCE, INC.
|
8/16/2018
|
Original UCC
Filing
|
20185666017
|
One (1) Hawker Model #18-125-13 Serial #PL205181288
|
Debtor
|
Jurisdiction |
Secured Party
|
File Date
|
File Type
|
File #
|
Collateral |
REVLON CONSUMER PRODUCTS CORPORATION
|
DE - Secretary Of State
|
TOYOTA INDUSTRIES COMMERCIAL FINANCE, INC.
|
1/2/2019
|
Original UCC
Filing
|
20190019567
|
Three (3) Hawker Model # R12.15KW.36V Serial # R12361810F003712, R1236180F003713, F12361810F003714
|
REVLON CONSUMER PRODUCTS CORPORATION
|
DE - Secretary Of State
|
TOYOTA INDUSTRIES COMMERCIAL FINANCE, INC.
|
2/10/2020
|
Original UCC
Filing
|
20200987539
|
One (1) Hawker Model # 18-125-13 Serial #PL101201600
|
REVLON CONSUMER PRODUCTS CORPORATION
|
DE - Secretary Of State
|
TOYOTA INDUSTRIES COMMERCIAL FINANCE, INC.
|
3/18/2020
|
Original UCC
Filing
|
20202020768
|
True Lease. One (1) Hawker Model #18-125-13 Serial # PL501201608
|
REVLON CONSUMER PRODUCTS CORPORATION
|
DE - Secretary Of State
|
TOYOTA INDUSTRIES COMMERCIAL FINANCE, INC.
|
4/28/2020
|
Original UCC
Filing
|
20203023118
|
One (1) Hawker Model #18-125-13 Serial # PL111190741
|
REVLON CONSUMER PRODUCTS CORPORATION
|
DE - Secretary Of State
|
TOYOTA INDUSTRIES COMMERCIAL FINANCE, INC.
|
4/30/2020
|
Original UCC
Filing
|
20203083518
|
One (1) Toyota Forklift Model #7FBEU20 Serial #14057
|
REVLON CONSUMER PRODUCTS CORPORATION
|
DE - Secretary Of State
|
TOYOTA INDUSTRIES COMMERCIAL FINANCE, INC.
|
5/1/2020
|
Original UCC
Filing
|
20203108141
|
Two (2) Drum Hauler Model # DH800 Serial # A11036, A11037
|
REVLON CONSUMER PRODUCTS CORPORATION
|
DE - Secretary Of State
|
TOYOTA INDUSTRIES COMMERCIAL FINANCE, INC.
|
5/5/2020
|
Original UCC
Filing
|
20203187467
|
One (1) Toyota Forklift Model #30-7FBCU25 Serial #60561, 60553
|
REVLON CONSUMER PRODUCTS CORPORATION
|
DE - Secretary Of State
|
TOYOTA INDUSTRIES COMMERCIAL FINANCE, INC.
|
5/5/2020
|
Original UCC
Filing
|
20203188689
|
Two (2) Toyota Forklift Model # 7HBW23 Serial # 39582, 39584
|
Debtor
|
Jurisdiction |
Secured Party
|
File Date
|
File Type
|
File #
|
Collateral
|
REVLON CONSUMER PRODUCTS CORPORATION
|
DE - Secretary Of State
|
5/10/2021
|
Assignment
|
20213629129
|
Assignment from Citibank, N.A., as Collateral Agent to MidCap Funding IV Trust.
|
|
REVLON CONSUMER PRODUCTS CORPORATION
|
DE - Secretary Of State
|
7/7/2021
|
Amendment
|
20215283008
|
Amendment changing the name of the Secured Party from MidCap Funding IV Trust to MidCap Funding IV Trust, as Collateral Agent.
|
|
REVLON CONSUMER PRODUCTS CORPORATION
|
DE - Secretary Of State
|
TOYOTA INDUSTRIES COMMERCIAL FINANCE, INC.
|
6/2/2020
|
Original UCC
Filing
|
20203847730
|
True Lease. Five (5) Toyota Forlift Model #7HBE40 Serial #31334, 31338, 31339, 31340, 31344
|
REVLON CONSUMER PRODUCTS CORPORATION
|
DE - Secretary Of State
|
TOYOTA INDUSTRIES COMMERCIAL FINANCE, INC.
|
7/8/2020
|
Original UCC
Filing
|
20204691152
|
Four (4) Toyota Forklift Model # 8HBE40 Serial # 40928 40929 40930 40931
|
REVLON CONSUMER PRODUCTS CORPORATION
|
DE - Secretary Of State
|
TOYOTA INDUSTRIES COMMERCIAL FINANCE, INC.
|
8/6/2021
|
Original UCC
Filing
|
20216224506
|
Two (2) Hawker Model #18-85F-17 Serial #PL105210222, PL105210223
|
REVLON CONSUMER PRODUCTS CORPORATION
|
DE - Secretary Of State
|
TOYOTA INDUSTRIES COMMERCIAL FINANCE, INC.
|
8/6/2021
|
Original UCC
Filing
|
20216225180
|
Two (2) Hawker Battery Model # 12-85F-9 Serial # PL105210340, PL105210341
|
REVLON CONSUMER PRODUCTS CORPORATION
|
DE - Secretary Of State
|
TOYOTA INDUSTRIES COMMERCIAL FINANCE, INC.
|
8/12/2021
|
Original UCC
Filing |
20216375019
|
Ten (10) Toyota Forklift Model #LPM3-48F-240G Serial #RVE00238171 / RVE00238172 / RVE00238173 / RVE00238174 / RVE00238175 / RVE00238176 / RVE00238177 / RVE00238178 / RVE00238179
|
REVLON CONSUMER PRODUCTS CORPORATION
|
DE - Secretary Of State
|
TOYOTA INDUSTRIES COMMERCIAL FINANCE, INC.
|
8/12/2021
|
Original UCC
Filing
|
20216378484
|
One (1) Toyota Forklift Model #LPM3-48F-240G Serial # RVE00238181
|
Debtor
|
Jurisdiction |
Secured Party
|
File Date
|
File Type
|
File #
|
Collateral
|
REVLON CONSUMER PRODUCTS CORPORATION
|
DE - Secretary Of State
|
TOYOTA INDUSTRIES COMMERCIAL FINANCE, INC.
|
9/8/2021
|
Original UCC
Filing
|
20217128128
|
One (1) Hawker Model #12-125F-13 Serial # PL505210217
|
REVLON CONSUMER PRODUCTS CORPORATION
|
DE - Secretary Of State
|
TOYOTA INDUSTRIES COMMERCIAL FINANCE, INC.
|
9/8/2021
|
Original UCC
Filing
|
20217135883
|
One (1) Hawker Battery/Charger Model # LPM3-48F-240G Serial # RV00261258
|
REVLON CONSUMER PRODUCTS CORPORATION
|
DE - Secretary Of State
|
TOYOTA INDUSTRIES COMMERCIAL FINANCE, INC.
|
5/3/2022
|
Original UCC
Filing
|
20223725496
|
One (1) Powerboss Sweeper / Scrubber Model #PHX20TDQP Serial #22045093
|
RML CORP.
|
NY - DEPARTMENT OF STATE (BRONX COUNTY)
|
NEW YORK CITY DEPARTMENT OF FINANCE
|
4/29/2004
|
E-015807485-W001-2
|
$1,816.08 state tax lien
|
|
RML CORP.
|
NY - DEPARTMENT OF STATE (BRONX COUNTY)
|
NEW YORK CITY DEPARTMENT OF FINANCE
|
4/29/2004
|
E-015807485-W002-6
|
$185.65 state tax lien
|
|
RML CORP.
|
NY - DEPARTMENT OF STATE
|
NEW YORK CITY DEPARTMENT OF FINANCE
|
6/21/2004
|
E-015807485-W003-1
|
$511.56 state tax lien
|
|
In each case, to the extent performance thereunder is authorized by the Bankruptcy Court; provided, that no authorization from the Bankruptcy Court will be required in connection with the performance
of any transaction or series of transactions with Affiliates entered into in the ordinary course of business:
|
1. |
Registration Rights Agreement between REV Holdings LLC and Revlon, Inc., dated as of March 5, 1996, as amended on July 31, 2001, as amended, restated, supplemented, modified or replaced from time to time.
|
2. |
Joinder to Registration Rights Agreement by MacAndrews & Forbes Inc., dated February 2003, as amended, restated, supplemented, modified or replaced from time to time.
|
3. |
Joinder to Registration Rights Agreement by MacAndrews & Forbes Holdings Inc., dated as of June 20, 2003, as amended, restated, supplemented, modified or replaced from time to time.
|
4. |
Joinder to Registration Rights Agreement by MacAndrews & Forbes Inc., dated March 25, 2004, as amended, restated, supplemented, modified or replaced from time to time.
|
5. |
Asset Transfer Agreement by and among Revlon Holdings LLC, Charles of the Ritz Group Ltd., National Health Care Group Inc., Revlon, Inc. and Revlon Consumer Products Corporation, dated as of June 24, 1992 (and the
ancillary agreements thereto), as amended, restated, supplemented, modified or replaced from time to time.
|
6. |
Real Property Asset Transfer Agreement by and among Revlon Holdings LLC, Revlon, Inc. and Revlon Consumer Products Corporation, dated as of June 24, 1992, as amended, restated, supplemented, modified or replaced from time
to time.
|
7. |
Benefit Plans Assumption Agreement by and among Revlon Holdings LLC, Revlon, Inc. and Revlon Consumer Products Corporation, dated as of July 1, 1992, as amended, restated, supplemented, modified or replaced from time to
time.
|
8. |
Reimbursement and Expense Allocation Agreement by and among MacAndrews & Forbes Inc., Revlon, Inc. and Revlon Consumer Products Corporation, dated May 3, 1996, as amended, restated, supplemented, modified or replaced
from time to time.
|
9. |
Reimbursement Agreement by and among MacAndrews & Forbes Inc., Revlon, Inc. and Revlon Consumer Products Corporation, dated June 24, 1992, as amended, restated, supplemented, modified or replaced from time to time.
|
10. |
Purchase and Sale Agreement, dated July 31, 2001, by and between Revlon Holdings LLC and Revlon, Inc. related to Revlon, Inc.’s acquisition and subsequent contribution of the Charles of the Ritz business to Revlon Consumer
Products Corporation (and ancillary agreements thereto), as amended, restated, supplemented, modified or replaced from time to time.
|
11. |
Tax Sharing Agreement, dated as of June 24, 1992, among MacAndrews & Forbes Holdings Inc., Revlon, Inc., Revlon Consumer Products Corporation and certain subsidiaries of Revlon Consumer Products Corporation, as amended
and restated as of January 1, 2001, as amended, restated, supplemented, modified or replaced from time to time.
|
12. |
Tax Sharing Agreement, dated as of March 26, 2004, by and among Revlon, Inc., Revlon Consumer Products Corporation and certain subsidiaries of Revlon Consumer Products Corporation, as amended, restated, supplemented,
modified or replaced from time to time.
|
13. |
Settlement agreements in connection with litigation actions related to the 2009 Exchange Offer.
|
Page
|
|||
Section 1.
|
DEFINED TERMS
|
2
|
|
1.1
|
Definitions.
|
2
|
|
1.2
|
Other Definitional Provisions.
|
6
|
|
Section 2.
|
GUARANTEE
|
6
|
|
2.1
|
Guarantee.
|
6
|
|
2.2
|
Right of Contribution
|
7
|
|
2.3
|
No Subrogation
|
7
|
|
2.4
|
Amendments, Etc. with Respect to the Secured Obligations
|
7
|
|
2.5
|
Guarantee Absolute and Unconditional
|
8
|
|
2.6
|
Reinstatement
|
8
|
|
2.7
|
Payments
|
9
|
|
Section 3.
|
GRANT OF SECURITY INTEREST
|
9
|
|
3.1
|
Grant of Security Interests
|
9
|
|
3.2
|
Conflicts.
|
10
|
|
Section 4.
|
REPRESENTATIONS AND WARRANTIES
|
10
|
|
4.1
|
Representations in DIP ABL Credit Agreement
|
10
|
|
4.2
|
Title; No Other Liens
|
11
|
|
4.3
|
[Reserved].
|
11
|
|
4.4
|
Names; Jurisdiction of Organization.
|
11
|
|
4.5
|
Pledged Securities.
|
11
|
|
4.6
|
Intellectual Property.
|
11
|
|
4.7
|
Commercial Tort Claims
|
12
|
|
Section 5.
|
COVENANTS
|
12
|
|
5.1
|
Covenants in DIP ABL Credit Agreement
|
12
|
|
5.2
|
Investment Property.
|
12
|
|
5.3
|
Deposit Accounts
|
13
|
|
5.4
|
Perfection Exclusions
|
13
|
|
5.5
|
Intellectual Property
|
13
|
|
Section 6.
|
REMEDIAL PROVISIONS
|
15
|
|
6.1
|
Certain Matters Relating to Receivables.
|
15
|
|
6.2
|
Communications with Obligors; Grantors Remain Liable.
|
16
|
|
6.3
|
Pledged Securities.
|
16
|
|
6.4
|
Intellectual Property.
|
17
|
|
6.5
|
Proceeds to be Turned Over to Collateral Agent
|
18
|
|
6.6
|
Application of Proceeds
|
19
|
|
6.7
|
Code and Other Remedies
|
19
|
|
6.8
|
Sale of Pledged Stock.
|
20
|
|
6.9
|
Deficiency
|
21
|
Section 7.
|
THE COLLATERAL AGENT
|
21
|
|
7.1
|
Collateral Agent’s Appointment as Attorney-in-Fact, Etc.
|
21
|
|
7.2
|
Duty of Collateral Agent
|
22
|
|
7.3
|
Execution of Financing Statements
|
23
|
|
7.4
|
Authority of Collateral Agent
|
23
|
|
Section 8.
|
MISCELLANEOUS
|
23
|
|
8.1
|
Amendments in Writing
|
23
|
|
8.2
|
Notices
|
23
|
|
8.3
|
No Waiver by Course of Conduct; Cumulative Remedies
|
23
|
|
8.4
|
Enforcement Expenses; Indemnification.
|
24
|
|
8.5
|
Successors and Assigns
|
24
|
|
8.6
|
Set-Off
|
24
|
|
8.7
|
Counterparts
|
24
|
|
8.8
|
Severability
|
25
|
|
8.9
|
Section Headings
|
25
|
|
8.10
|
Integration
|
25
|
|
8.11
|
GOVERNING LAW
|
25
|
|
8.12
|
Submission To Jurisdiction; Waivers
|
25
|
|
8.13
|
Acknowledgements
|
26
|
|
8.14
|
Additional Guarantors and Grantors
|
26
|
|
8.15
|
Releases.
|
27
|
|
8.16
|
WAIVER OF JURY TRIAL
|
27
|
|
8.17
|
Delegation by each Non-US Guarantor.
|
27
|
|
8.18
|
Judgment Currency.
|
28
|
|
8.19
|
Delivery of Collateral.
|
28
|
|
8.20
|
Order.
|
28
|
|
SCHEDULES
|
|||
Schedule 1
|
Notice Addresses
|
||
Schedule 2
|
Investment Property
|
||
Schedule 3
|
Legal Name and Jurisdictions of Organization
|
||
Schedule 4
|
Commercial Tort Claims
|
||
ANNEXES
|
|||
Annex I
|
Assumption Agreement
|
||
Annex II
|
Form of Copyright Security Agreement
|
||
Annex III
|
Form of Patent Security Agreement
|
||
Annex IV
|
Form of Trademark Security Agreement
|
(a) |
On the date hereof, the shares of Pledged Stock pledged by such Grantor hereunder:
|
(b) |
Such Grantor is the record and beneficial owner of the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of any other Person, except the security
interest created by this Agreement and Liens, options or claims not prohibited by the DIP ABL Credit Agreement and the Orders, and subject to any transfers made in compliance with the Loan Documents and the Orders.
|
(a) |
Subject to the Orders, in the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and
will comply with such terms insofar as such terms are applicable to it and (ii) the terms of Sections 6.3(c) and 6.8 shall apply to it, mutatis mutandis, with
respect to all actions that may be required of it pursuant to Section 6.3(c) or 6.8 with respect to the Pledged Securities issued by it.
|
(b) |
Subject to the Orders, to the extent that any Capital Stock included in the Collateral is or becomes a Certificated Security, the applicable Grantor shall promptly deliver such certificates evidencing
such Pledged Securities to the Collateral Agent together with stock powers or indorsements thereof.
|
(a) |
Subject to the Orders, notwithstanding anything to the contrary contained herein, no Grantor be required to take any actions in order to perfect the security interest in the Collateral granted to the
Collateral Agent for the benefit of itself, the Administrative Agent and the other Secured Parties with respect to notices required to be sent to account debtors or other contractual third-parties prior to the occurrence and absent
the continuance of an Event of Default.
|
(b) |
Subject to the Orders, notwithstanding anything to the contrary contained herein, and upon the reasonable request of the Collateral Agent, the Grantors shall use commercially reasonable efforts to take
any actions in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit of itself, the Administrative Agent and the other Secured Parties (i) under the laws of any jurisdiction outside
the United States, (ii) with respect to any assets specifically requiring perfection through control (including cash, cash equivalents, deposit accounts, securities accounts or other bank accounts, but excluding Pledged Securities),
other than any actions required pursuant to Section 5.3 or 6.5 or (iii) with respect to Letter-of-Credit Rights and Commercial Tort Claims (except to the extent perfected automatically or through the
filing of Uniform Commercial Code financing statements).
|
REVLON CONSUMER PRODUCTS
CORPORATION,
|
|||
as Grantor and Guarantor
|
|||
By:
|
|||
Name:
|
|||
Title:
|
ALMAY, INC.
|
|
ART & SCIENCE, LTD.
|
|
BARI COSMETICS, LTD.
|
|
BEAUTYGE BRANDS USA, INC.
|
|
BEAUTYGE U.S.A., INC.
|
|
CHARLES REVSON INC.
|
|
CREATIVE NAIL DESIGN, INC.
|
|
CUTEX, INC.
|
|
DF ENTERPRISES, INC.
|
|
ELIZABETH ARDEN, INC.
|
|
ELIZABETH ARDEN (FINANCING), INC.
|
|
ELIZABETH ARDEN INVESTMENTS, LLC
|
|
ELIZABETH ARDEN NM, LLC
|
|
ELIZABETH ARDEN TRAVEL RETAIL, INC
|
|
ELIZABETH ARDEN USC, LLC
|
|
FD MANAGEMENT, INC.
|
|
NORTH AMERICA REVSALE INC.
|
|
OPP PRODUCTS, INC.
|
|
RDEN MANAGEMENT, INC.
|
|
REALISTIC ROUX PROFESSIONAL PRODUCTS INC.
|
|
REVLON DEVELOPMENT CORP.
|
|
REVLON GOVERNMENT SALES, INC.
|
|
REVLON INTERNATIONAL CORPORATION
|
|
REVLON PROFESSIONAL HOLDING COMPANY LLC
|
|
RIROS CORPORATION
|
|
RIROS GROUP INC.
|
|
ROUX LABORATORIES, INC.
|
|
ROUX PROPERTIES JACKSONVILLE, LLC
|
|
SINFULCOLORS INC.
|
|
PPI TWO CORPORATION
|
|
RML, LLC,
|
|
each as Grantor and Guarantor
|
By:
|
|||
Name:
|
|||
Title:
|
ELIZABETH ARDEN (CANADA) LIMITED
|
||
REVLON CANADA, INC.
|
||
each as Grantor and Guarantor
|
||
By:
|
|||
Name:
|
|||
Title:
|
ELIZABETH ARDEN (UK) LTD
|
|||
as Grantor and Guarantor
|
|||
By:
|
|||
Name:
|
|||
Title:
|
MidCap Funding IV Trust, as Collateral Agent
|
||
By:
|
|||
Name:
|
|||
Title:
|
Name of Grantor
|
Mailing Address
|
|
1
|
Revlon Consumer Products Corporation
|
One New York Plaza, New York, NY 10004
|
2
|
Almay, Inc.
|
One New York Plaza, New York, NY 10004
|
3
|
ART & SCIENCE, LTD.
|
5344 Overmyer Drive Jacksonville, Florida 32254
|
4
|
BARI COSMETICS, LTD.
|
One New York Plaza, New York, NY 10004
|
5
|
Beautyge Brands USA, Inc.
|
One New York Plaza, New York, NY 10004
|
6
|
Beautyge U.S.A., Inc.
|
5344 Overmyer Drive Jacksonville, Florida 32254
|
7
|
Charles Revson Inc.
|
One New York Plaza, New York, NY 10004
|
8
|
CREATIVE NAIL DESIGN, INC.
|
One New York Plaza, New York, NY 10004
|
9
|
Cutex, Inc.
|
One New York Plaza, New York, NY 10004
|
10
|
North America Revsale Inc.
|
One New York Plaza, New York, NY 10004
|
11
|
OPP Products, Inc.
|
One New York Plaza, New York, NY 10004
|
12
|
Realistic Roux Professional Products Inc.
|
One New York Plaza, New York, NY 10004
|
13
|
REVLON DEVELOPMENT CORP.
|
One New York Plaza, New York, NY 10004
|
14
|
Revlon Government Sales, Inc.
|
One New York Plaza, New York, NY 10004
|
15
|
Revlon International Corporation
|
One New York Plaza, New York, NY 10004
|
Name of Grantor
|
Mailing Address
|
16
|
Revlon Professional Holding Company LLC
|
38 East 63rd Street, New York, NY, 10021
|
17
|
RIROS Corporation
|
One New York Plaza, New York, NY 10004
|
18
|
RIROS Group Inc.
|
One New York Plaza, New York, NY 10004
|
19
|
Roux Laboratories, Inc.
|
5344 Overmyer Drive Jacksonville, Florida 32254
|
20
|
Roux Properties Jacksonville, LLC
|
5344 Overmyer Drive Jacksonville, Florida 32254
|
21
|
SinfulColors Inc.
|
One New York Plaza, New York, NY 10004
|
22
|
DF Enterprises, Inc.
|
200 First Stamford Place Stamford, CT 06902
|
23
|
Elizabeth Arden (Financing), Inc.
|
200 First Stamford Place Stamford, CT 06902
|
24
|
Elizabeth Arden, Inc.
|
880 SW 145th Avenue Pembroke Pines, Florida 33027
|
25
|
Elizabeth Arden Travel Retail, Inc.
|
200 First Stamford Place Stamford, CT 06902
|
26
|
FD Management, Inc.
|
200 First Stamford Place Stamford, CT 06902
|
27
|
RDEN Management, Inc.
|
200 First Stamford Place Stamford, CT 06902
|
28
|
Elizabeth Arden Investments, LLC
|
880 SW 145th Avenue Pembroke Pines, Florida 33027
|
29
|
Elizabeth Arden NM, LLC
|
880 SW 145th Avenue Pembroke Pines, Florida 33027
|
30
|
Elizabeth Arden USC, LLC
|
880 Southwest 145th Avenue, Suite #200 Pembroke Pines, Florida 33027
|
31
|
PPI Two Corporation
|
One New York Plaza, New York, NY 10004
|
32
|
RML, LLC
|
One New York Plaza, New York, NY 10004
|
33
|
Elizabeth Arden (Canada) Limited
|
1590 South Gateway Road Mississauga, Ontario L4W 0A8 Canada
|
34
|
Revlon Canada Inc.
|
1590 South Gateway Road Mississauga, Ontario L4W 0A8 Canada
|
35
|
Elizabeth Arden (UK) Ltd
|
Greater London House, Hampstead Road, London, United Kingdom NW1 7QX
|
Debtor/
Grantor
|
Issuer
|
Jurisdiction
|
# of Shares
Pledged
|
Total Shares
Outstanding
|
%
Pledged
|
Certificate
No.
|
Revlon Consumer Products Corporation
|
Elizabeth Arden, Inc.
|
Florida
|
1,000
|
1,000
|
100%
|
1
|
Revlon Consumer Products Corporation
|
Revlon Offshore Limited
|
Bermuda
|
8,582
|
13,005
|
100%
|
63
|
4,421
|
71
|
|||||
2
|
72
|
|||||
Revlon Consumer Products Corporation
|
Beautyge U.S.A., Inc. (f/k/a Colomer U.S.A., Inc.)
|
Delaware
|
246,100
|
246,100
|
100%
|
4
|
Revlon Consumer Products Corporation
|
Almay, Inc.
|
Delaware
|
1,000
|
1,000
|
100%
|
1
|
Revlon Consumer Products Corporation
|
Charles Revson Inc.
|
New York
|
5
|
5
|
100%
|
2
|
Revlon Consumer Products Corporation
|
CUTEX, INC.
|
New York
|
100
|
100
|
100%
|
1
|
Revlon Consumer Products Corporation
|
North America Revsale Inc.
|
New York
|
10
|
10
|
100%
|
2
|
Revlon Consumer Products Corporation
|
OPP Products, Inc.
|
Delaware
|
1,000
|
1,000
|
100%
|
1
|
Revlon Consumer Products Corporation
|
PPI Two Corporation
|
Delaware
|
1
|
1
|
100%
|
6
|
Debtor/
Grantor
|
Issuer | Jurisdiction |
# of Shares
Pledged
|
Total Shares Outstanding |
%
Pledged
|
Certificate
No.
|
Revlon Consumer Products Corporation
|
REVLON DEVELOPMENT CORP.
|
Delaware
|
1,000
|
1,000
|
100%
|
1
|
Revlon Consumer Products Corporation
|
Revlon Government Sales, Inc.
|
Delaware
|
10
|
10
|
100%
|
3
|
Elizabeth Arden, Inc.
|
Revlon International Corporation
|
Delaware
|
2,400
|
2,400
|
100%
|
5
|
Revlon Consumer Products Corporation
|
RIROS Corporation
|
New York
|
10
|
10
|
100%
|
1
|
Revlon Consumer Products Corporation
|
Revlon Professional Holding Company LLC
|
Delaware
|
1,000 Class A Units
|
1,000 Class A Units
|
100%
|
Uncertificated
|
300 Class C Units
|
1,000 Class C Units
|
|||||
Revlon Consumer Products Corporation
|
Beautyge Participations, S.L.
|
Spain
|
1,667
|
1,667
|
100%
|
Uncertificated
|
Revlon Consumer Products Corporation
|
Revlon Pension Trustee Company (U.K.) Limited
|
United Kingdom
|
100
|
100
|
100%
|
Uncertificated
|
Beautyge Brands USA, Inc.
|
American Crew Dominicana, S.R.L.
|
Dominican Republic
|
0%
|
1,000
|
0%
|
N/A5
|
Beautyge Brands USA, Inc.
|
Beautyge I
|
Cayman Islands
|
100
|
100
|
100%
|
Uncertificated
|
5
|
Dormant Entity.
|
Debtor/
Grantor
|
Issuer
|
Jurisdiction
|
# of Shares
Pledged
|
Total Shares
Outstanding
|
%
Pledged
|
Certificate
No.
|
Beautyge U.S.A., Inc. (f/k/a Colomer U.S.A., Inc.)
|
Roux Laboratories, Inc.
|
New York
|
100
|
100
|
100%
|
10
|
OPP Products, Inc.
|
Bari Cosmetics, Ltd. (f/k/a BC Products Inc.)
|
Delaware
|
1,000
|
1,000
|
100%
|
1
|
OPP Products, Inc.
|
SinfulColors Inc.
|
Delaware
|
1,000
|
1,000
|
100%
|
2
|
Revlon International Corporation
|
Europeenne de Produits de Beaute
|
France
|
107,250
|
107,250
|
100%
|
Uncertificated
|
Revlon International Corporation
|
REVLON BEAUTY PRODUCTS, S.L.
|
Spain
|
6,523
|
6,523
|
100%
|
Uncertificated
|
Revlon International Corporation
|
Revlon New Zealand Limited
|
New Zealand
|
33,000
|
50,000
|
100%
|
0001
|
~17,000
|
0002
|
|||||
Revlon Consumer Products Corporation
|
~0%
|
N/A
|
||||
Revlon International Corporation
|
Revlon (Hong Kong) Limited
|
Hong Kong
|
660
|
1,000
|
100%
|
11
|
339
|
12
|
|||||
1
|
13
|
|||||
Revlon International Corporation
|
Revlon B.V.
|
Netherlands
|
250
|
250
|
100%
|
Uncertificated
|
Revlon International Corporation
|
Revlon (Puerto Rico) Inc.
|
Puerto Rico
|
33,000
|
50,000
|
100%
|
3
|
17,000
|
5
|
Debtor/
Grantor
|
Issuer
|
Jurisdiction
|
# of Shares
Pledged
|
Total Shares
Outstanding
|
%
Pledged
|
Certificate
No.
|
Revlon International Corporation
|
Revlon, S.A. de C.V.
|
Mexico
|
71,958,598
|
520,500,211
|
100%
|
1 C.F.
|
271,571,527
|
1 C.V.
|
|||||
37,069,582
|
2 C.F.6
|
|||||
139,900,484
|
2 C.V.7
|
|||||
Revlon Consumer Products Corporation
|
13
|
3 C.F.8
|
||||
7
|
4 C.F.9
|
|||||
Revlon International Corporation
|
Revlon K.K.
|
Japan
|
10,000
|
148,880
|
100%
|
510-1
|
10,000
|
510-2
|
|||||
10,000
|
510-3
|
|||||
1,000
|
510-6
|
|||||
1,000
|
510-7
|
|||||
1,000
|
510-8
|
|||||
6,600
|
511
|
|||||
32,260
|
513
|
|||||
19,800
|
515
|
|||||
6,600
|
517
|
|||||
50,620
|
X-001
|
6
|
This certificate is in the process of being re-cut by means of judicial cancellation and reissuance proceeding.
|
7
|
This certificate is in the process of being re-cut by means of judicial cancellation and reissuance proceeding.
|
8
|
This certificate is in the process of being re-cut by means of judicial cancellation and reissuance proceeding.
|
9
|
This certificate is in the process of being re-cut by means of judicial cancellation and reissuance proceeding. |
Debtor/
Grantor
|
Issuer
|
Jurisdiction
|
# of Shares
Pledged
|
Total Shares Outstanding
|
%
Pledged
|
Certificate
No.
|
10
|
10% of stock held by Revlon Manufacturing Ltd.
|
Debtor/
Grantor
|
Issuer
|
Jurisdiction
|
# of Shares
Pledged
|
Total Shares Outstanding
|
%
Pledged
|
Certificate
No.
|
Revlon International Corporation
|
RML, LLC11
|
Delaware
|
100 membership units
|
100
|
100%
|
Uncertificated
|
Revlon International Corporation
|
Revlon Canada Inc.
|
Canada
|
660,000
|
1,000,011
|
100%
|
C-1
|
340,011
|
C-2
|
|||||
Revlon International Corporation
|
Revlon (Israel) Limited
|
Israel
|
12,985,003
|
9,570,890,005
|
0.1%12
|
N/A13
|
Revlon International Corporation
|
RML Holdings L.P.
|
Bermuda
|
11,880 common units
|
12,000
|
99%
|
Uncertificated
|
RML, LLC
|
120 common units
|
1%
|
||||
Roux Laboratories, Inc.
|
ART & SCIENCE, LTD.
|
Illinois
|
1,200
|
1,200
|
100%
|
9
|
Roux Laboratories, Inc.
|
Beautyge Brands USA, Inc.
|
Delaware
|
100
|
100
|
100%
|
6
|
Roux Laboratories, Inc.
|
CREATIVE NAIL DESIGN, INC.
|
California
|
100
|
100
|
100%
|
78
|
Roux Laboratories, Inc.
|
Realistic Roux Professional Products Inc.
|
Delaware
|
1,000
|
1,000
|
100%
|
1
|
Roux Laboratories, Inc.
|
Roux Properties Jacksonville, LLC
|
Florida
|
100
|
100
|
100%
|
1
|
11
|
A Foreign Subsidiary Holding Company.
|
12
|
9,557,905,002 shares of Revlon (Israel) Limited, constituting 99.9% of the total shares outstanding of such entity are owned by Revlon B.V.
|
13
|
Certificate to be re-cut.
|
Debtor/
Grantor
|
Issuer | Jurisdiction |
# of Shares
Pledged
|
Total Shares
Outstanding
|
%
Pledged
|
Certificate
No.
|
Roux Laboratories, Inc.
|
Beautyge Professional Limited (f/k/a Colomer Professional Limited)
|
Ireland
|
156,420
|
237,000
|
100%
|
1A
|
80,580
|
1B
|
|||||
Roux Laboratories, Inc.
|
Beautyge Mexico, S.A. de C.V. (Colomer Mexico S.A. de C.V.)
|
Mexico
|
95,040 fixed shares
|
144,000 (Fixed Shares)
+
1,583,433,120
(Variable Shares)
|
34,909.00914%
|
CF-5
|
48,960 fixed shares
|
CF-6
|
|||||
364,824,372 variable shares
|
CV-9
|
|||||
187,939,829 variable shares
|
CV-10
|
|||||
Elizabeth Arden, Inc. (f/k/a French Fragrances, Inc.)
|
DF Enterprises, Inc.
|
Delaware
|
100
|
100
|
100%
|
1
|
Elizabeth Arden, Inc. (f/k/a French Fragrances, Inc.)
|
FD Management, Inc.
|
Delaware
|
100
|
100
|
100%
|
1
|
Elizabeth Arden, Inc.
|
RDEN Management, Inc.
|
Delaware
|
100
|
100
|
100%
|
1
|
Elizabeth Arden, Inc.
|
Elizabeth Arden Travel Retail, Inc.
|
Delaware
|
100
|
100
|
100%
|
2
|
Elizabeth Arden, Inc. (f/k/a French Fragrances, Inc.)
|
Elizabeth Arden (Financing), Inc.
|
Delaware
|
100
|
100
|
100%
|
1
|
14
|
1,030,524,919 Variable Shares of Beautyge Mexico, S.A. de C.V. (Colomer Mexico S.A. de C.V.), represented by certificate number CV-8 and constituting 65.082% of the total shares outstanding of such entity are owned by Beautyge
Participations S.L.
|
Debtor/
Grantor
|
Issuer
|
Jurisdiction
|
# of Shares
Pledged |
Total Shares
Outstanding
|
%
Pledged
|
Certificate
No.
|
Revlon International Corporation
|
Elizabeth Arden (Canada) Limited
|
Canada
|
651,579
Common Shares
|
987,241 Common Shares
|
100%
|
7
|
335,662
Common Shares
|
8
|
|||||
4,000,000 Preferred Shares
|
4,000,000 Preferred Shares
|
100%
|
RP-3
|
|||
Revlon International Corporation
|
Elizabeth Arden Korea Yuhab Hoesa
|
Korea
|
(all of its 3.2% interest)
|
7,800 Units of 10,000 Won per unit
|
3.2%
|
N/A
|
Revlon International Corporation
|
Elizabeth Arden (South Africa)(Pty) Ltd.
|
South Africa
|
66
|
100
|
100%
|
6
|
34
|
7
|
|||||
Revlon International Corporation
|
Elizabeth Arden (Switzerland) Holding S.a.r.l.
|
Switzerland
|
66
|
100
|
100%
|
3
|
34
|
4
|
|||||
Elizabeth Arden, Inc.
|
Elizabeth Arden Investments, LLC
|
Delaware
|
N/A
|
N/A
|
100%
|
Uncertificated
|
Elizabeth Arden, Inc.
|
Elizabeth Arden NM, LLC
|
Delaware
|
N/A
|
N/A
|
100%
|
Uncertificated
|
Elizabeth Arden, Inc.
|
Elizabeth Arden USC, LLC
|
Delaware
|
N/A
|
N/A
|
100%
|
Uncertificated
|
Debtor/Grantor
|
Issuer of Instrument
|
Principal Amount of
Instrument
|
Maturity Date
|
||||||
Revlon Consumer Products Corporation
|
Revlon K.K.
|
JPY 6,906,485,949
|
January 31, 2020
(annual evergreen)
|
||||||
Revlon Consumer Products Corporation
|
Revlon B.V.
|
$
|
0
|
January 31, 2020
(annual evergreen)
|
|||||
Revlon Consumer Products Corporation
|
Revlon International Corporation – UK Branch
|
GBP 44,164,445
|
January 31, 2020
(annual evergreen)
|
||||||
Revlon Consumer Products Corporation
|
Revlon Canada Inc.
|
CAD (6,050,181)
|
January 31, 2020
(annual evergreen)
|
||||||
Revlon Consumer Products Corporation
|
Beautyge, SL (f/k/a Colomer Beauty & Professional Products S.L.)
|
$
|
(10,693,502
|
)
|
January 31, 2020
|
||||
Revlon Consumer Products Corporation
|
Beautyge Mexico, S.A. de C.V.
|
$
|
5,274,415
|
January 31, 2020
(annual evergreen)
|
|||||
Revlon Consumer Products Corporation
|
Elizabeth Arden (Canada) Limited
|
$
|
(11,166,538
|
)
|
January 31, 2020
(annual evergreen)
|
||||
Revlon International Corporation
|
Revlon K.K.
|
$
|
6,876,466
|
January 31, 2020
(annual evergreen)
|
|||||
Elizabeth Arden (Financing), Inc.
|
DF Enterprises, Inc.
|
$
|
44,070,755.00
|
N/A
|
|||||
Elizabeth Arden (Financing), Inc.
|
FD Management, Inc.
|
$
|
60,743,560
|
N/A
|
|||||
Revlon International Corporation
|
Elizabeth Arden, Inc.
|
$
|
42,000,000.00
|
On Demand
|
|||||
RDEN Management, Inc.
|
Elizabeth Arden, Inc.
|
$
|
1,405,713
|
N/A
|
Name of
Debtor/Grantor
|
Jurisdiction of
Organization/
Formation
|
Organizational
Identification Number
|
UCC Filing Jurisdiction
|
Revlon Consumer Products Corporation
|
Delaware
|
2295691
|
Delaware
|
Almay, Inc.
|
Delaware
|
2342351
|
Delaware
|
ART & SCIENCE, LTD.
|
Illinois
|
60007195
|
Illinois
|
BARI COSMETICS, LTD.
|
Delaware
|
5168808
|
Delaware
|
Beautyge Brands USA, Inc.
|
Delaware
|
2603311
|
Delaware
|
Beautyge U.S.A., Inc.
|
Delaware
|
3171094
|
Delaware
|
Charles Revson Inc.
|
New York
|
N/A
|
New York
|
CREATIVE NAIL DESIGN, INC.
|
California
|
C0940215
|
California
|
Cutex, Inc.
|
Delaware
|
6244704
|
Delaware
|
North America Revsale Inc.
|
New York
|
N/A
|
New York
|
OPP Products, Inc.
|
Delaware
|
4910314
|
Delaware
|
Realistic Roux Professional Products Inc.
|
Delaware
|
5617286
|
Delaware
|
REVLON DEVELOPMENT CORP.
|
Delaware
|
3587016
|
Delaware
|
Revlon Government Sales, Inc.
|
Delaware
|
0837723
|
Delaware
|
Revlon International Corporation
|
Delaware
|
0600924
|
Delaware
|
Revlon Professional Holding Company LLC
|
Delaware
|
3181183
|
Delaware
|
RIROS Corporation
|
New York
|
N/A
|
New York
|
Name of
Debtor/Grantor
|
Jurisdiction of
Organization/
Formation
|
Organizational
Identification Number
|
UCC Filing Jurisdiction
|
RIROS Group Inc.
|
Delaware
|
2973389
|
Delaware
|
Roux Laboratories, Inc.
|
New York
|
57575
|
New York
|
Roux Properties Jacksonville, LLC
|
Florida
|
L13000131517
|
Florida
|
SinfulColors Inc.
|
Delaware
|
4910310
|
Delaware
|
DF Enterprises, Inc.
|
Delaware
|
3262187
|
Delaware
|
Elizabeth Arden (Financing), Inc.
|
Delaware
|
3486941
|
Delaware
|
Elizabeth Arden, Inc.
|
Florida
|
240627
|
Florida
|
Elizabeth Arden Travel Retail, Inc.
|
Delaware
|
3408252
|
Delaware
|
FD Management, Inc.
|
Delaware
|
3262182
|
Delaware
|
RDEN Management, Inc.
|
Delaware
|
3486960
|
Delaware
|
Elizabeth Arden Investments, LLC
|
Delaware
|
5204912
|
Delaware
|
Elizabeth Arden NM, LLC
|
Delaware
|
5363961
|
Delaware
|
Elizabeth Arden USC, LLC
|
Delaware
|
5358674
|
Delaware
|
PPI Two Corporation
|
Delaware
|
2068992
|
Delaware
|
RML, LLC
|
Delaware
|
5730061
|
Delaware
|
Elizabeth Arden (Canada) Limited
|
Canada
|
379403-2
|
District of Columbia/ Ontario
|
Revlon Canada Inc.
|
Canada
|
913770-0
|
District of Columbia/ Ontario
|
Elizabeth Arden (UK) Ltd
|
United Kingdom
|
0 4126357
|
District of Columbia
|
[ADDITIONAL GRANTOR],
|
|||
as Grantor and Guarantor
|
|||
By:
|
|||
Name:
|
|||
Title:
|
[NAME OF GRANTOR],
|
||
as Grantor
|
||
By:
|
||
Name:
|
||
Title:
|
Accepted and Agreed:
|
||
MIDCAP FUNDING IV TRUST,
|
||
as Collateral Agent
|
||
By:
|
||
Name:
|
||
Title:
|
Title
|
Registration No.
|
Registration Date
|
[NAME OF GRANTOR],
|
||
as Grantor
|
||
By:
|
||
Name:
|
||
Title:
|
Accepted and Agreed:
|
||
MIDCAP FUNDING IV TRUST,
|
||
as Collateral Agent
|
||
By:
|
||
Name:
|
||
Title:
|
Title
|
Application No.
|
Filing Date
|
Patent No.
|
Issue Date
|
[NAME OF GRANTOR],
|
||
as Grantor
|
||
By:
|
||
Name:
|
||
Title:
|
Accepted and Agreed:
|
||
MIDCAP FUNDING IV TRUST,
|
||
as Collateral Agent
|
||
By:
|
||
Name:
|
||
Title:
|
Mark
|
Serial No.
|
Filing Date
|
Registration No.
|
Registration Date
|
1. |
I am the [TITLE]1 of the Company.
|
2. |
I have reviewed the terms of the Credit Agreement and I have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and condition of the Borrower and its
Subsidiaries during the accounting period covered by the attached financial statements.
|
3. |
Attached hereto as Annex I is (i) a description of all new Subsidiaries (if any) and of any change in the name or jurisdiction of organization of any Loan Party (if any), (ii) [a listing of any
registrations of or applications for United States Intellectual Property by any Loan Party (if any), together with a listing of any intent-to-use applications for trademarks or service marks for which a statement of use or an
amendment to allege use has been filed and (iii)]2 any supplements to Schedule 4 of the Guarantee and Collateral Agreement, in each case, during
the period covered by this Compliance Certificate and to the extent not previously disclosed to the Administrative Agent.
|
4. |
I have no knowledge of the occurrence and continuation of an Event of Default or Default not previously disclosed in writing to the Administrative Agent as of the date of this Compliance Certificate [,
except as set forth in a separate attachment to this Compliance Certificate, describing in detail the nature of the Event of Default or Default, the period during which it has existed and the action which the Company has taken, is
taking, or proposes to take with respect to each such Event of Default or Default]3.
|
REVLON CONSUMER PRODUCTS CORPORATION | ||
By:
|
||
Name:
|
||
Title:
|
1
|
Must be a Responsible Officer of the Borrower.
|
2
|
Only required if the relevant Compliance Certificate is being delivered in connection with financial statements delivered pursuant to Section 6.1(a) of the Credit Agreement.
|
3
|
Only required to be included if an Event of Default or Default has occurred during the relevant period and has not previously been disclosed to the Administrative Agent.
|
1
|
Delete as applicable.
|
1.
|
Assignor:
|
|
2.
|
Assignee:
|
[and is an Affiliate/Approved Fund of [identify Lender]3]
|
3.
|
Borrower:
|
Revlon Consumer Products Corporation, a Delaware corporation (the “Borrower”), a Delaware corporation and a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code.
|
4.
|
Administrative Agent:
|
MidCap Funding IV Trust (“MidCap”), as administrative agent under the Credit Agreement.
|
5.
|
Credit Agreement:
|
The Super-Priority Senior Secured Debtor-in-Possession Asset-Based Revolving Credit Agreement, dated as of June 30, 2022, (as amended, restated, supplemented or otherwise modified from time to time)
among the Borrower, Revlon, Inc., a Delaware corporation and a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code (“Holdings”), the several banks and other financial institutions or entities from time to
time party thereto as lenders (the “Lenders”) and MidCap, as administrative agent and collateral agent for the Lenders.
|
1
|
Select as applicable.
|
2
|
Include bracketed language if there are either multiple Assignors or multiple Assignees.
|
3
|
Select as applicable.
|
6.
|
Assigned Interest:
|
Assignor
|
Assignee
|
Facility
Assigned4
|
Aggregate
Amount of Commitment /
Loans for all
Lenders
|
Amount of
Commitment
/ Loans
Assigned3
|
Percentage
Assigned of
Commitment / Loans5
|
CUSIP
Number
|
|||
$
|
$ |
|
|
% | |||||
$
|
$ | |
|
% | |||||
$
|
$ |
|
|
% |
ASSIGNOR
|
||
[NAME OF ASSIGNOR]
|
||
By:
|
||
Name:
|
||
Title:
|
ASSIGNEE
|
||
[NAME OF ASSIGNEE]
|
||
By:
|
||
Name:
|
||
Title:
|
4
|
Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption
(e.g. “Revolving Commitment” or “SISO Term Loan” etc.)
|
5
|
Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.
|
[Consented to and]6 Accepted:
|
||
MidCap Funding IV Trust,
|
||
as Administrative Agent
|
||
By:
|
||
Name:
|
||
Title:
|
||
[Consented to:
|
||
REVLON CONSUMER PRODUCTS CORPORATION,
|
||
as Borrower
|
||
By:
|
||
Name:
|
||
Title:]7
|
6
|
To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.
|
7
|
To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.
|
1
|
If the undersigned is an intermediary, a foreign partnership or other flow-through entity, the following adjustments shall be made:
|
[NAME OF NON-US LENDER]
|
||
By:
|
||
Name:
|
||
Title:
|
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Date: ________________ ___, 20___
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2
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If the undersigned is a Participant, the following adjustments shall be made:
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REVLON CONSUMER PRODUCTS CORPORATION
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By:
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Name:
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Title:
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