Material Misstatement. Prior to the Termination Date, the Noteholder agrees that, without Revlon's prior written consent, it will not, and will cause its affiliates and consolidated funds not to, directly or indirectly, sell, assign, grant an option with respect to, transfer or otherwise dispose of any of the Initial Fidelity Notes, in whole or in part, unless the transferee agrees in writing to be bound by the terms of this Support Agreement with respect to the Notes purchased by such transferee as though it was an original signatory hereto, which writing the Noteholder (or affiliate or consolidated fund) shall provide to the Company and is found by the Company to be reasonably acceptable. Unless required by applicable law or regulation, prior to the initial press release (which press release shall be in form and substance reasonably satisfactory to the Noteholder except in all cases as required by applicable law) describing the Refinancing Transactions, this Support Agreement and the Mafco Support Agreement (as defined below), the Company shall not disclose the Noteholder's (or any affiliate's or consolidated fund's) identity or its individual holdings of Notes without the prior written consent of the Noteholder; and if such announcement or disclosure is so required by law or regulation, the Company shall use its commercially reasonable best efforts to afford the Noteholder a reasonable opportunity to review, comment upon, object to or seek a consent order preventing any such announcement or disclosure prior to the Company's making such announcement or disclosure. The foregoing shall not prohibit the Company from disclosing the approximate aggregate principal amount of the Initial Fidelity Notes held by the Noteholder (and its affiliates and consolidated funds). Each of the parties represents to each other party that, as of the date of this Support Agreement, such party is, and at all times thereafter until the Termination Date such party will be duly organized, validly existing, and in good standing under the laws of the state of its organization, and has all requisite corporate, partnership, or limited liability company power and authority to enter into this Support Agreement and to carry out the transactions contemplated by, and perform its respective obligations under, this Support Agreement. Without limiting the rights of each party hereto to pursue all other legal and equitable rights available to such party for any other party's failure to perform each of its obligations under this Support Agreement, it is understood and agreed by each of the parties that any breach of or threatened breach of this Support Agreement would give rise to irreparable harm for which money damages would not be an adequate remedy and, accordingly, the parties agree that, in addition to any other remedies, each non-breaching party shall be entitled to specific performance and injunctive or other equitable relief for any such breach or threatened breach. To the extent any of the parties may be entitled to the benefit of any provision of law requiring any party in any suit, action or proceeding arising out of or in connection with this Support Agreement or any of the transactions contemplated hereby to post security for litigation costs or otherwise post a performance bond or guaranty or to take any similar action, each party hereby irrevocably waives such benefit, in each case to the fullest extent now or hereafter permitted under the laws of any such other jurisdiction. This Support Agreement is intended to bind and inure to the benefit of the parties and their respective successors, assigns, heirs, executors, administrators and representatives. This Support Agreement, as may be supplemented by the Shareholders Agreement, upon execution thereof, including the exhibit(s) hereto and thereto, constitutes the entire agreement of the parties with respect to the subject matter of this Support Agreement, and supersedes all other prior negotiations, agreements, and understandings, whether written or oral, among the parties with respect to the subject matter of this Support Agreement; provided, however, that any confidentiality agreement executed by any party hereto shall survive this agreement and shall continue in full force and effect irrespective of the terms hereof, including, without limitation, the Confidentiality Agreement dated January 13, 2004, between Fidelity Management & Research Co., Bondholder Advisor and Revlon. The Noteholder acknowledges, that on the date hereof, Revlon has entered into an exchange support agreement with Mafco Holdings Inc. ("Mafco") with respect to certain debt securities, other indebtedness and preferred stock held by Mafco or its affiliates other than Revlon and its subsidiaries, the form of which agreement is attached as Exhibit B hereto (the "Mafco Support Agreement"). Revlon agrees that it will not agree to any amendment or waiver to the terms of the Mafco Support Agreement without the prior written consent of the Noteholder. This Support Agreement may be executed in one or more counterparts (which may be by facsimile), each of which shall be deemed an original and all of which shall constitute one and the same agreement. All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally or by facsimile transmission or mailed (first class postage prepaid) or emailed to the parties at the following addresses, facsimile numbers or email addresses: If to the Noteholder: As specified on the signature page hereto, with one copy (which shall not constitute notice) to: ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ If to Revlon, to: Revlon, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Senior Vice President and Treasurer Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ With one copy to: Revlon, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Executive Vice President and Chief Legal Officer Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ With one copy (which shall not constitute notice) to:
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Material Misstatement. Prior to the Termination Date, the Noteholder agrees that, without Revlon's prior written consent, it will not, and will cause its affiliates and consolidated funds Affiliates not to, directly or indirectly, sell, assign, grant an option with respect to, transfer or otherwise dispose of any of the Initial Fidelity Notes, Other Company Indebtedness or Preferred Stock set forth under the Noteholder's (or Affiliate's) name, in whole or in part, unless the transferee agrees in writing to be bound by the terms of this Support Agreement with respect to the Notes purchased by such transferee as though it was an original signatory hereto, which writing the Noteholder (or affiliate or consolidated fundAffiliate) shall provide to the Company and is found by the Company to be reasonably acceptable. Unless required by applicable law or regulation, prior to the initial press release (which press release shall be in form and substance reasonably satisfactory to the Noteholder except in all cases as required by applicable law) describing the Refinancing Transactions, this Support Agreement and the Mafco Fidelity Support Agreement (as defined below), the Company shall not disclose the Noteholder's (or any affiliate's or consolidated fundAffiliate's) identity or its individual holdings of Notes Notes, Other Company Indebtedness or Preferred Stock without the prior written consent of the Noteholder; and if such announcement or disclosure is so required by law or regulation, the Company shall use its commercially reasonable best efforts to afford the Noteholder a reasonable opportunity to review, comment upon, object to or seek a consent order preventing any such announcement or disclosure prior to the Company's making such announcement or disclosure. The foregoing shall not prohibit the Company from disclosing the approximate aggregate principal amount of the Initial Fidelity Notes Notes, Other Company Indebtedness and Preferred Stock held by the Noteholder (and its affiliates and consolidated fundsAffiliates). Each of the parties represents to each other party that, as of the date of this Support Agreement, such party is, and at all times thereafter until the Termination Date such party will be duly organized, validly existing, and in good standing under the laws of the state of its organization, and has all requisite corporate, partnership, or limited liability company power and authority to enter into this Support Agreement and to carry out the transactions contemplated by, and perform its respective obligations under, this Support Agreement. Without limiting the rights of each party hereto to pursue all other legal and equitable rights available to such party for any other party's failure to perform each of its obligations under this Support Agreement, it is understood and agreed by each of the parties that any breach of or threatened breach of this Support Agreement would give rise to irreparable harm for which money damages would not be an adequate remedy and, accordingly, the parties agree that, in addition to any other remedies, each non-breaching party shall be entitled to specific performance and injunctive or other equitable relief for any such breach or threatened breach. To the extent any of the parties may be entitled to the benefit of any provision of law requiring any party in any suit, action or proceeding arising out of or in connection with this Support Agreement or any of the transactions contemplated hereby to post security for litigation costs or otherwise post a performance bond or guaranty or to take any similar action, each party hereby irrevocably waives such benefit, in each case to the fullest extent now or hereafter permitted under the laws of any such other jurisdiction. This Support Agreement is intended to bind and inure to the benefit of the parties and their respective successors, assigns, heirs, executors, administrators and representatives. This Support Agreement, as may be supplemented by the Investment Agreement and the Shareholders Agreement, upon execution thereof, including the exhibit(s) hereto and thereto, constitutes the entire agreement of the parties with respect to the subject matter of this Support Agreement, and supersedes all other prior negotiations, agreements, and understandings, whether written or oral, among the parties with respect to the subject matter of this Support Agreement; provided, however, that any confidentiality agreement executed by any party hereto shall survive this agreement and shall continue in full force and effect irrespective of the terms hereof, including, without limitation, the Confidentiality Agreement dated January 13December 23, 20042003, between Fidelity Management & Research Co.MacAndrews Holdings, Bondholder Advisor and Revlon. The Noteholder acknowledges, that on the date hereof, Revlon has entered into an exchange support agreement with Mafco Holdings Inc. Fidelity Management & Research Co. ("MafcoFidelity") with respect to certain debt securities, other indebtedness and preferred stock securities held by Mafco Fidelity or its affiliates other than Revlon and its subsidiariesor consolidated funds, the form of which agreement is attached as Exhibit B hereto (the "Mafco Fidelity Support Agreement"). Revlon agrees that it will not agree to any amendment or waiver to the terms of the Mafco Fidelity Support Agreement without the prior written consent of the Noteholder. This Support Agreement may be executed in one or more counterparts (which may be by facsimile), each of which shall be deemed an original and all of which shall constitute one and the same agreement. All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally or by facsimile transmission or mailed (first class postage prepaid) or emailed to the parties at the following addresses, facsimile numbers or email addresses: If to the Noteholder: As specified on the signature page hereto, with one copy (which shall not constitute notice) to: ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ If to Revlon, to: Revlon, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Senior Vice President and Treasurer Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ With one copy to: Revlon, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Executive Vice President and Chief Legal Officer Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ With one copy (which shall not constitute notice) to:
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