Entry Into a Material Definitive

Amendment of Revolving Credit Agreement; Extension of Senior Secured First In, Last Out Tranche B to Revolving Credit Facility

On April 17

, 2020

(the

Closing Date

),

Revlon Consumer Products Corporation (

Products Corporation

), the direct wholly-owned operating subsidiary of Revlon, Inc. (

Revlon

and together with Products Corporation, the

Company

), Revlon and certain of their subsidiaries entered into Amendment No. 3 (

Amendment No. 3

) of Products Corporations asset-based revolving credit agreement with Citibank, N.A., acting as administrative agent, collateral agent, issuing lender, local fronting lender and swingline lender and the other issuing lenders (as amended by Amendment No. 1, dated as of April 17, 2018 , and Amendment No. 2, dated as of March 6, 2019, the

Existing Revolving Credit Agreement

, and as further amended by Amendment No. 3, the

Amended Revolving Credit Agreement

) in respect of Products Corporations existing senior secured asset-based revolving credit facility (as amended by Amendment No. 1 and Amendment No. 2, the

Existing Revolving Credit Facility

and as in effect after Amendment No. 3, the

Amended Revolving Credit Facility

).

Pursuant to the terms of Amendment No. 3, the maturity date applicable to $36.3 million of loans and commitments under the $41.5 million senior secured first in, last out Tranche B of the Existing Revolving Credit Facility (the

FILO Tranche

) was extended from April 17, 2020 to May 17, 2020 (the

Extended Maturity Date

). The remaining approximately $5.2 million of FILO Tranche loans or commitments were repaid or terminated on the Closing Date. The Existing

Revolving Credit Agreement permits restricted payments subject to certain conditions and limitations. Amendment No. 3 prohibits any restricted payments from the Closing Date until the earlier of the Extended Maturity Date and the date the FILO Tranche is terminated and repaid or refinanced in full, subject to certain exceptions for intercompany restricted payments. The Existing

Revolving Credit Agreement also permits Products Corporation and its restricted subsidiaries to incur additional debt, make investments or restricted payments, dispose of assets or prepay junior lien indebtedness, provided that certain payment conditions are satisfied. Amendment No. 3, among other things, prohibits such actions made in reliance on the payment conditions (other than investments) from the Closing Date until the earlier of the Extended Maturity Date and the date the FILO Tranche is terminated and repaid or refinanced in full. In addition, Amendment No. 3 increases the applicable interest margin for the FILO Tranche by 0.75%, subject to a LIBOR floor of 0.75%.

The above description of the terms of Amendment No. 3 and the Amended Revolving Credit Agreement are qualified in their entirety by reference to such agreements, the full terms of which are incorporated herein by reference in their entirety.

Item 2.03. Creation of a Direct Financing Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Please see the discussion set forth under Item 1.01, Entry into a Material Definitive Agreement, of this Form 8-K, which discussion is incorporated herein by reference in its entirety.

Item 9.01.

Exhibits.

(d)Exhibits.

Exhibit No.

Description

4.1

Amendment No. 3, dated as of April 17, 2020, among Revlon Consumer Products Corporation, Revlon, Inc., the other loan parties and lenders party thereto, and Citibank, N.A.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

REVLON, INC.

By:

/s/ Michael T. Sheehan

Michael T. Sheehan

Senior Vice President, Deputy General Counsel and Secretary

REVLON CONSUMER PRODUCTS CORPORATION

By:

/s/ Michael T. Sheehan

Michael T. Sheehan

Senior Vice President, Deputy General Counsel and Secretary

Date: April 23, 2020

Exhibit Index

Exhibit No.

Description

4.1

Amendment No. 3, dated as of April 17, 2020, among Revlon Consumer Products Corporation, Revlon, Inc., the other loan parties and lenders party thereto, and Citibank, N.A.

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