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STOCK PURCHASE AGREEMENT
by and between
Revlon, Inc.
and
MacAndrews & Forbes Holdings Inc.
Dated February 17, 2006
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TABLE OF CONTENTS
PAGE
----
SECTION 1. DEFINITIONS........................................................................................1
SECTION 2. THE RIGHTS OFFERING................................................................................3
2.1 BASIC SUBSCRIPTION PRIVILEGE.............................................................................3
2.2 SUBORDINATION OF OVER-SUBSCRIPTION PRIVILEGE.............................................................3
2.3 BACK-STOP................................................................................................3
2.4 THE RIGHTS OFFERING......................................................................................4
SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR.....................................................5
3.1 ORGANIZATION.............................................................................................5
3.2 DUE AUTHORIZATION........................................................................................5
3.3 DUE EXECUTION; ENFORCEABILITY............................................................................5
3.4 NO CONFLICTS.............................................................................................5
3.5 INVESTMENT REPRESENTATIONS AND WARRANTIES................................................................6
SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY......................................................6
4.1 ORGANIZATION.............................................................................................6
4.2 DUE AUTHORIZATION........................................................................................6
4.3 DUE EXECUTION; ENFORCEABILITY............................................................................7
4.4 CONSENTS.................................................................................................7
4.5 NO CONFLICTS..............................................................................................
4.6 DUE ISSUANCE AND AUTHORIZATION OF CAPITAL STOCK..........................................................8
SECTION 5. ADDITIONAL COVENANTS...............................................................................8
5.1 LISTING OBLIGATION.......................................................................................8
5.2 COOPERATION WITH THE RIGHTS OFFERING AND RELATED MATTERS.................................................8
5.3 LEGENDS..................................................................................................8
5.4 REGISTRATION RIGHTS......................................................................................9
5.5 FURTHER ASSURANCES.......................................................................................9
SECTION 6. MISCELLANEOUS......................................................................................9
6.1 NOTICES..................................................................................................9
6.2 SURVIVAL OF REPRESENTATIONS AND WARRANTIES, ETC.........................................................10
6.3 ASSIGNMENT..............................................................................................10
6.4 ENTIRE AGREEMENT........................................................................................10
6.5 WAIVERS AND AMENDMENTS..................................................................................10
6.6 GOVERNING LAW; JURISDICTION; VENUE; PROCESS.............................................................10
6.7 COUNTERPARTS............................................................................................11
6.8 HEADINGS................................................................................................11
6.9 NO THIRD PARTY BENEFICIARIES............................................................................11
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STOCK PURCHASE AGREEMENT
------------------------
THIS STOCK PURCHASE AGREEMENT (this "AGREEMENT") is made this 17th day
of February, 2006 by and between Revlon, Inc., a Delaware corporation (the
"COMPANY"), and MacAndrews & Forbes Holdings Inc., a Delaware corporation
("M&F").
W I T N E S S E T H:
WHEREAS, in connection with, and as part of, the transactions
contemplated by the 2004 Investment Agreement, the Company will effect a rights
offering with aggregate proceeds, together with the proceeds from the private
placement of Class A Common Stock contemplated in this Agreement, equal to the
Aggregate Offering Amount (the "RIGHTS OFFERING"), by distributing to each
holder of record of Class A Common Stock and Class B Common Stock (together, the
"COMMON STOCK"), at no charge, one transferable right (the "RIGHTS"), for each
share of Common Stock held by such holder as of 5:00 p.m. New York City time on
February 13, 2006 (the "RIGHTS OFFERING RECORD DATE"), to purchase shares
("RIGHTS SHARES") of Class A Common Stock;
WHEREAS, each holder of a Right will be entitled to purchase 0.1057 of
a Rights Share per Right (the "BASIC SUBSCRIPTION PRIVILEGE") at $2.80 per
Rights Share (as appropriately adjusted for any stock split, combination,
reorganization, recapitalization, stock dividend, stock distribution or similar
event, the "SUBSCRIPTION PRICE");
WHEREAS, each holder of Rights who exercises in full its Basic
Subscription Privilege will be entitled, on a pro rata basis, to subscribe for
additional Rights Shares at the Subscription Price (the "OVER-SUBSCRIPTION
PRIVILEGE"), to the extent that other holders of Rights (except for M&F and its
affiliates (the "Investor"), which agrees, as set forth herein, not to exercise
its Basic Subscription Privilege and its Over-subscription Privilege) do not
exercise all of their Basic Subscription Privileges;
WHEREAS, in order to facilitate the Rights Offering, the Investor is
willing, as set forth herein, to agree not to exercise its Over-subscription
Privilege, which will maximize the Over-subscription Privilege of the other
holders of Class A Common Stock, and to purchase, upon consummation of the
Rights Offering and at the Subscription Price, such number of shares of Class A
Common Stock as is sufficient to ensure that the aggregate proceeds from the
Rights Offering and the Investor's purchase of Rights Shares hereunder equals
the Aggregate Offering Amount; and
WHEREAS, the Board of Directors of the Company (the "BOARD OF
DIRECTORS"), has determined that the Rights Offering, this Agreement and the
transactions contemplated hereby are advisable and in the best interests of the
Company.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained in this Agreement, the parties hereto hereby
agree as follows:
Section 1. Definitions. For purposes of this Agreement, the following
terms will have the meaning set forth below:
"AFFILIATE" of any Person means any Person that directly or indirectly
controls, or is under common control with, or is controlled by, such Person. As
used in this definition, "control" (including with its correlative meanings,
"controlled by" and "under common control with") shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of a Person (whether through ownership of securities or
partnership or other ownership interests, by contract or otherwise).
"AGGREGATE OFFERING AMOUNT" means $110 million.
"AGREEMENT" has the meaning assigned to it in the Preamble.
"BASIC SUBSCRIPTION PRIVILEGE" has the meaning assigned to it in the
Preamble.
"BOARD OF DIRECTORS" has the meaning assigned to it in the Preamble.
"CLASS A COMMON STOCK" means the Company's Class A Common Stock, par
value $0.01 per share.
"CLASS B COMMON STOCK" means the Company's Class B Common Stock, par
value $0.01 per share.
"COMMON STOCK" has the meaning assigned to it in the Preamble.
"COMPANY" has the meaning assigned to it in the Preamble.
"DOL" means the U.S. Department of Labor.
"DOLLARS" and "$" mean dollars in lawful currency of the United States
of America.
"FIDELITY" means Fidelity Management & Research Co.
"INDEPENDENT PRICING COMMITTEE" means a committee of the Board of
Directors composed solely of independent directors within the meaning of Section
303A.02 of the NYSE Listed Company Manual and the Board's Guidelines for
Assessing Director Independence formed by the Board of Directors to review,
evaluate and approve, or, at its election, to recommend to the Board of
Directors, the terms, timing and other related matters of the Rights Offering,
including the Subscription Price.
"INVESTOR" has the meaning assigned to it in the Preamble.
"M&F" has the meaning assigned to it in the Preamble.
"NYSE" means the New York Stock Exchange.
"OVER-SUBSCRIPTION PRIVILEGE" has the meaning assigned to it in the
Preamble.
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"PERSON" includes all natural persons, corporations, business trusts,
limited liability companies, associations, companies, partnerships, joint
ventures and other entities, as well as governments and their respective
agencies and political subdivisions.
"REGISTRATION STATEMENT" has the meaning assigned to it in Section
2.4(a) hereof.
"RIGHTS" has the meaning assigned to it in the Preamble.
"RIGHTS OFFERING" has the meaning assigned to it in the Preamble.
"RIGHTS OFFERING RECORD DATE" has the meaning assigned to it in the
Preamble.
"RIGHTS SHARES" has the meaning assigned to it in the Preamble.
"SUBSCRIPTION PRICE" has the meaning assigned to it in the Preamble.
"2004 INVESTMENT AGREEMENT" means the Investment Agreement dated
February 20, 2004 by and between the Company and M&F, as amended.
"2004 LINE OF CREDIT AGREEMENT" means the 2004 Senior Unsecured Line of
Credit Agreement, dated as of July 9, 2004, as amended, among Revlon Consumer
Products Corporation (a wholly-owned subsidiary of the Company), as borrower,
and MacAndrews & Forbes Inc. (a wholly-owned subsidiary of M&F), as lender.
Section 2. The Rights Offering.
-------------------
2.1 Basic Subscription Privilege . The Investor agrees, upon
the consummation of the Rights Offering and at the Subscription Price, to
acquire the number of shares of Class A Common Stock as equals the number of
Rights Shares that the Investor would otherwise have been entitled to purchase
in the Rights Offering, and agrees not to exercise or sell the Basic
Subscription Privilege in the Rights Offering but rather will allow it to
expire. The Investor's obligation to purchase the shares of Class A Common Stock
pursuant to this Section 2.1 is conditioned upon the consummation of the Rights
Offering in accordance with its terms.
2.2 Subordination of Over-subscription Privilege. M&F (on
behalf of itself and each Investor) agrees to subordinate and not exercise or
sell the Over-subscription Privilege to which the Investor would otherwise be
entitled in the Rights Offering but rather will allow it to expire.
2.3 Back-stop. At the closing of the Rights Offering, pursuant
to the terms and subject to the conditions of this Agreement and the Rights
Offering as set forth in the Registration Statement, the Investor shall, on the
same terms and Subscription Price as the Rights Offering, purchase such number
of shares of Class A Common Stock as is sufficient to ensure that the aggregate
proceeds from the Rights Offering, the Investor's purchase pursuant to Section
2.1 hereof and the Investor's purchase pursuant to this Section 2.3 equals the
Aggregate Offering Amount. The Investor's obligation to purchase the
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shares of Class A Common Stock pursuant to this Section 2.3 is conditioned upon
the consummation of the Rights Offering in accordance with its terms.
2.4 The Rights Offering.
-------------------
(a) As promptly as practicable after the date of this
Agreement, the Company will prepare a prospectus supplement to its
currently effective registration statement (including each amendment
and supplement thereto, the "REGISTRATION STATEMENT") on Form S-3,
covering the issuance of the Rights and the Rights Shares. The Company
will not permit any securities other than the Rights and the Rights
Shares to be included in the prospectus supplement. The prospectus
supplement will be provided to the Investor and its counsel prior to
its dissemination to the distributees of the Rights. The Registration
Statement will comply in all material respects with the provisions of
applicable federal securities laws. The Company promptly will correct
any information provided by it for use in the Registration Statement
if, and to the extent, that such information becomes false or
misleading in any material respect, and the Company will take all
steps necessary to cause the prospectus supplement, as so corrected to
be disseminated to the distributees of the Rights as and to the extent
required by applicable federal securities laws. The Investor and its
counsel will be given a reasonable opportunity to review and comment
upon the prospectus supplement, in each instance before it is so used.
(b) Promptly following the date hereof, the Company will
commence the Rights Offering. In the Rights Offering, the Company will
distribute, at no charge, one Right to each holder of record of Common
Stock for each share of Common Stock held by such holder as of the
Rights Offering Record Date. In accordance with the terms of the
Rights Offering, each such Right shall be transferable. The Rights
will entitle the holder to purchase, at the election of the holder
thereof, 0.1057 of a Rights Share at the Subscription Price; provided
that, no fractional Rights Shares will be issued and the Subscription
Price multiplied by the aggregate number of Rights Shares offered
shall not exceed the Aggregate Offering Amount. The Rights Offering
will remain open for at least thirty (30) days.
(c) Each holder of Rights who exercises in full its Basic
Subscription Privilege will be entitled to subscribe for additional
Rights Shares at the Subscription Price to the extent that other
holders of Rights (except for the Investor which, pursuant to Sections
2.1 and 2.2 hereof, has agreed not to exercise its Basic Subscription
Privilege and its Over-subscription Privilege) elect not to exercise
all of their Rights in the Basic Subscription Privilege. If the number
of Rights Shares remaining after the exercise of all Basic
Subscription Privileges (except by the Investor) is not sufficient to
satisfy all requests for Rights Shares under the Over-subscription
Privileges, the Rights holders who exercised their Over-subscription
Privileges will be allocated such remaining Rights Shares in
proportion to the number of Rights Shares they have purchased through
the Basic Subscription Privilege.
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(d) If the pro rata allocation exceeds the number of Rights
Shares requested in the Over-subscription Privilege, then each Rights
holder only will receive the number of Rights Shares requested, and
the remaining Rights Shares from such Rights holder's pro rata
allocation will be divided among other Rights holders exercising their
Over-subscription Privilege. If the pro rata allocation is less than
the number of Rights Shares requested in the Over-subscription
Privilege, then the excess funds paid by that Rights holder as the
Subscription Price for the Rights Shares not issued will be returned
to such Rights holder without interest or deduction.
(e) The closing of the purchase of the Rights Shares to be
purchased in the Rights Offering and the shares of Class A Common
Stock to be purchased by the Investor hereunder will occur at the
time, for the Subscription Price, in the manner, and on the terms and
conditions of the Rights Offering as will be set forth in the
Registration Statement.
(f) The Company will pay all of its expenses associated
with the Registration Statement and the Rights Offering, including,
without limitation, filing and printing fees, fees and expenses of any
subscription and information agents, its counsel and accounting fees
and expenses, costs associated with clearing the Rights Shares for
sale under applicable state securities laws and listing fees.
Section 3. Representations and Warranties of the Investor. M&F (on behalf
of itself and each Investor) represents and warrants to the Company as of the
date hereof as follows:
3.1 Organization. M&F and each Investor (a) is duly organized,
validly existing and in good standing under the laws of the State of Delaware
and (b) has all corporate power and authority to consummate the transactions
contemplated by this Agreement.
3.2 Due Authorization. M&F has the requisite corporate power and
authority to enter into, execute and deliver this Agreement and to perform its
obligations hereunder and has taken all necessary corporate action required for
the due authorization, execution, delivery and performance by it of this
Agreement.
3.3 Due Execution; Enforceability. This Agreement has been duly and
validly executed and delivered by M&F and constitutes its valid and binding
obligation, enforceable against it in accordance with its terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors' rights and remedies generally
and subject, as to enforceability, to general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing (regardless
of whether enforcement is sought in a proceeding at law or in equity).
3.4 No Conflicts. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereunder will
not (a) conflict with or result in any breach of any provision of M&F's
certificate of incorporation
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or by-laws, (b) except for the filings, permits, authorizations, consents and
approvals as may be required under, and other applicable requirements of,
federal securities laws, applicable state securities or blue sky laws and the
rules and regulations of the NYSE, conflict with or result in the breach of the
terms, conditions or provisions of or constitute a default (or an event which
with notice or lapse of time or both would become a default) under, or give rise
to any right of termination, acceleration or cancellation under, any material
agreement, lease, mortgage, license, indenture, instrument or other contract to
which M&F is a party or by which any of M&F's properties or assets are bound
(other than the consent of Fidelity pursuant to the Stockholders Agreement which
consent has been obtained), or (c) except for the filings, permits,
authorizations, consents and approvals as may be required under, and other
applicable requirements of, federal securities laws, applicable state securities
or blue sky laws and the rules and regulations of the NYSE, result in a
violation of any law, rule, regulation, order, judgment or decree (including,
without limitation, federal and state securities laws and regulations)
applicable to M&F or by which any of M&F's properties or assets are bound or
affected, except in the case of clauses (b) or (c), where such conflicts or
violations would not prevent or materially delay M&F's ability to consummate the
transactions contemplated by this Agreement.
3.5 Investment Representations and Warranties.
-----------------------------------------
(a) The shares of Class A Common Stock being acquired by such
Investor hereunder are being acquired for its own account, for the
purpose of investment and not with a view to or for sale in connection
with any public resale or distribution thereof in violation of
applicable securities laws.
(b) Such Investor is an "accredited investor" within the
meaning of Rule 501(a) promulgated under the Securities Act of 1933,
as amended.
Section 4. Representations and Warranties of the Company. The Company
represents and warrants to the Investor as of the date hereof as follows:
4.1 Organization. The Company (a) is duly organized, validly
existing and in good standing under the laws of the State of Delaware, (b) is
duly qualified or licensed to do business as a foreign corporation and is in
good standing under the laws of each jurisdiction where the nature of the
property owned or leased by it or the nature of the business conducted by it
makes such qualification or license necessary, except where the failure to be so
qualified or licensed would not reasonably be expected to either prevent or
materially delay its ability to perform its obligations hereunder, and (c) has
all corporate power and authority to carry on its business as it now is being
conducted and to consummate the transactions contemplated by this Agreement,
including the issuance of the Class A Common Stock.
4.2 Due Authorization. The Company has the requisite corporate
power and authority to enter into, execute and deliver this Agreement, including
the issuance of the Class A Common Stock and to perform its obligations
hereunder, and has taken all necessary corporate action required for the due
authorization, execution, delivery and performance by it of this Agreement,
including the issuance of the Class A Common Stock.
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4.3 Due Execution; Enforceability. This Agreement has been duly and
validly executed and delivered by the Company and constitutes its valid and
binding obligation, enforceable against it in accordance with its terms, subject
to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors' rights and remedies generally
and subject, as to enforceability, to general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing (regardless
of whether enforcement is sought in a proceeding at law or in equity).
4.4 Consents. Except for filings, permits, authorizations, consents
and approvals as may be required under, and other applicable requirements of,
federal securities laws, applicable state securities or blue sky laws and the
rules and regulations of the NYSE or the need to obtain an exemption, if
required, from the DOL (which may be obtained on a retroactive basis) with
respect to the issuance of the Rights or otherwise, to its best knowledge,
neither the execution, delivery or performance of this Agreement, including the
issuance of the Class A Common Stock, by it, nor the consummation by it of its
obligations and the transactions contemplated by this Agreement, including the
issuance of the Class A Common Stock requires any consent of, authorization by,
exemption from, filing with, or notice to any governmental entity or any other
Person (other than the consent of Fidelity pursuant to the Stockholders
Agreement which consent has been obtained).
4.5 No Conflicts. The execution, delivery and performance of this
Agreement, including the issuance of the Class A Common Stock and the
consummation of the transactions contemplated hereunder will not (a) conflict
with or result in any breach of any provision of its certificate of
incorporation or by-laws, (b) except for the filings, permits, authorizations,
consents and approvals as may be required under, and other applicable
requirements of, federal securities laws, applicable state securities or blue
sky laws and the rules and regulations of the NYSE or the need to obtain an
exemption, if required, from the DOL (which may be obtained on a retroactive
basis) with respect to the issuance of the Rights or otherwise, conflict with or
result in the breach of the terms, conditions or provisions of or constitute a
default (or an event which with notice or lapse of time or both would become a
default) under, or give rise to any right of termination, acceleration or
cancellation under, any material agreement, lease, mortgage, license, indenture,
instrument or other contract to which it is a party or by which any of its
properties or assets are bound (other than the consent of Fidelity pursuant to
the Stockholders Agreement which consent has been obtained), or (c) except for
the filings, permits, authorizations, consents and approvals as may be required
under, and other applicable requirements of, federal securities laws, applicable
state securities or blue sky laws and the rules and regulations of the NYSE or
the need to obtain an exemption, if required, from the DOL (which may be
obtained on a retroactive basis) with respect to the issuance of the Rights or
otherwise, result in a violation of any law, rule, regulation, order, judgment
or decree (including, without limitation, federal and state securities laws and
regulations) applicable to it or by which any of its properties or assets are
bound or affected, except in the case of clauses (b) or (c), where such
conflicts or violations would not prevent or materially delay its ability to
consummate the transactions contemplated by this Agreement, including the
issuance of the Class A Common Stock.
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4.6 Due Issuance and Authorization of Capital Stock. No shares of
capital stock of the Company are subject to preemptive rights or any other
similar rights of any or all of the stockholders of the Company. The shares of
Class A Common Stock to be issued and delivered to the Investor pursuant to the
terms hereof will be, upon issuance, duly authorized, validly issued, fully paid
and non-assessable, and will not be subject to preemptive rights or other
similar rights of any or all stockholders of the Company and will not impose
personal liability upon the Investor thereof.
Section 5. Additional Covenants. The Company and the Investor hereby agree
to do the following:
5.1 Listing Obligation. So long as the Company has Class A Common
Stock listed on the NYSE or any other stock exchange, the Company will take all
reasonable steps necessary, and pay all reasonable fees required, to list, prior
to consummating the Rights Offering, all of the shares of Class A Common Stock
acquired by the Investor hereunder and the Rights Shares on the NYSE or such
other stock exchanges on which the Class A Common Stock then is listed.
Following the initial listing of such shares, the Company, consistent with the
Board of Directors' fiduciary duties, will use its commercially reasonable best
efforts to maintain the listing of such shares whenever the Class A Common Stock
is listed on any such exchange.
5.2 Cooperation with the Rights Offering and Related Matters. M&F
will, and will cause its Affiliates to, cooperate with the Company and use its
commercially reasonable efforts and take, or cause to be taken, all commercially
reasonable actions in order to facilitate the successful consummation of the
Rights Offering. In particular, the Company is undertaking the Rights Offering
in reliance on the Investor's commitment under Sections 2.1 and 2.3 hereof to
provide the Company with funds up to the Aggregate Offering Amount as
contemplated by this Agreement and the 2004 Investment Agreement, including,
without limitation, Sections 2.1 and 2.3 hereof. The Company will cooperate with
the Investor and use its commercially reasonable efforts and take all
commercially reasonable actions in order to facilitate the successful
consummation of the Rights Offering. Prior to the commencement of the Rights
Offering, to facilitate the Company's intention to issue an additional $75
million of equity by June 30, 2006, the Company and the Investor shall execute
an amendment to the 2004 Investment Agreement to extend M&F's back-stop of a
further $75 million equity issuance by the Company from March 31, 2006 until
June 30, 2006 and an amendment to the 2004 Line of Credit Agreement to extend
Revlon Consumer Products Corporation's existing $87 million line of credit under
such agreement until the consummation of the $75 million equity issuance.
5.3 Legends. The Investor agrees with the Company that the
certificates evidencing the shares of Class A Common Stock to be purchased by
the Investor hereunder will bear the following legends:
"THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS
THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH
8
SECURITIES OR THE SECURITIES ARE SOLD AND TRANSFERRED IN A TRANSACTION THAT IS
EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT."
"PLEASE BE ADVISED THAT THESE SHARES ARE HELD BY AN "AFFILIATE" FOR PURPOSES OF
RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEREFORE,
ANY PROSPECTIVE TRANSFEREE OF THE SHARES EVIDENCED BY THE CERTIFICATE SHOULD
OBTAIN THE NECESSARY OPINION OF COUNSEL PRIOR TO ACQUIRING THESE SHARES."
5.4 Registration Rights. The Company and the Investor acknowledge
that the purchase of shares of Class A Common Stock by the Investor hereunder
will result in the issuance to the Investor of "Registrable Securities" as
defined in that certain Registration Rights Agreement dated as of March 5, 1996,
as amended.
5.5 Further Assurances. From time to time after the date of this
Agreement, the parties hereto shall execute, acknowledge and deliver to the
other parties such other instruments, documents, and certificates and will take
such other actions as the other parties may reasonably request in order to
consummate the transactions contemplated by this Agreement and the 2004
Investment Agreement.
Section 6. Miscellaneous.
6.1 Notices. Any notice or other communication required or which
may be given pursuant to this Agreement will be in writing and either delivered
personally to the addressee, telecopied to the addressee, sent via electronic
mail or mailed, certified or registered mail, postage prepaid, and will be
deemed given when so delivered personally, telecopied, or sent via electronic
mail, or, if mailed, five (5) days after the date of mailing, as follows:
(i) if to the Investor, to:
MacAndrews & Forbes Holdings Inc.
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: General Counsel
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
(ii) if to the Company, to:
Revlon, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: General Counsel
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇
9
6.2 Survival of Representations and Warranties, etc. All
representations and warranties made in, pursuant to or in connection with this
Agreement will survive the execution and delivery of this Agreement
indefinitely, notwithstanding any investigation at any time made by or on behalf
of any party hereto; and all statements contained in any certificate, instrument
or other writing delivered by or on behalf of any party hereto required to be
made pursuant to the terms of this Agreement or required to be made in
connection with or in contemplation of the transactions contemplated by this
Agreement will constitute representations and warranties by such party pursuant
to this Agreement.
6.3 Assignment. This Agreement will be binding upon and inure to
the benefit of each and all of the parties to this Agreement, and, except as set
forth below, neither this Agreement nor any of the rights, interests or
obligations hereunder will be assigned by any of the parties to this Agreement
without the prior written consent of the other parties. This Agreement, or the
Investor's obligations hereunder, may be assigned, delegated or transferred, in
whole or in part, by the Investor to any Affiliate of the Investor over which
the Investor or any of its Affiliates exercises investment authority, including,
without limitation, with respect to voting and dispositive rights; provided, any
such assignee assumes the obligations of the Investor hereunder and agrees in
writing to be bound by the terms of this Agreement in the same manner as the
Investor. Notwithstanding the foregoing, no such assignment shall relieve the
Investor of its obligations hereunder if such assignee fails to perform such
obligations. Notwithstanding the provisions of this Section 6.3, the Investor
may satisfy its obligations under Sections 2.1, 2.2, or 2.3 hereof by causing an
Affiliate of the Investor to satisfy its obligations under such Sections.
6.4 Entire Agreement. This Agreement, the 2004 Line of Credit
Agreement and the 2004 Investment Agreement contain the entire agreement by and
between the Company and the Investor with respect to the transactions
contemplated by this Agreement, the 2004 Line of Credit Agreement and the 2004
Investment Agreement and supersede all prior agreements and representations,
written or oral, with respect thereto.
6.5 Waivers and Amendments. This Agreement may be amended,
modified, superseded, cancelled, renewed or extended, and the terms and
conditions of this Agreement may be waived, only by a written instrument signed
by the parties or, in the case of a waiver, by the party waiving compliance. No
delay on the part of any party in exercising any right, power or privilege
pursuant to this Agreement will operate as a waiver thereof, nor will any waiver
on the part of any party of any right, power or privilege pursuant to this
Agreement, nor will any single or partial exercise of any right, power or
privilege pursuant to this Agreement, preclude any other or further exercise
thereof or the exercise of any other right, power or privilege pursuant to this
Agreement. The rights and remedies provided pursuant to this Agreement are
cumulative and are not exclusive of any rights or remedies which any party
otherwise may have at law or in equity.
6.6 Governing Law; Jurisdiction; Venue; Process. THIS AGREEMENT
WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO ANY
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CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE THAT WOULD CAUSE THE
APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.
Any legal or equitable action or proceeding arising out of or in connection with
this Agreement or in any certificate, report or other instrument delivered under
or pursuant to any term of this Agreement will be brought only in the courts of
the State of New York, in the County and City of New York or of the United
States District Court for the Southern District of New York, and by execution
and delivery of this Agreement, each of the parties hereby irrevocably accepts
for itself and in respect of its property, generally and unconditionally, the
exclusive jurisdiction of the aforesaid courts. Each of the parties hereby
irrevocably waives any objection which it may now or hereafter have to laying of
jurisdiction or venue of any actions or proceedings arising out of or in
connection with this Agreement or in any certificate, report or other instrument
delivered under or pursuant to any term of this Agreement brought in the courts
referred to above and hereby further irrevocably waive and agree, not to plead
or claim in any such court that any such action or proceeding has been brought
in an inconvenient forum. Each of the parties further agrees that the mailing by
certified or registered mail, return receipt requested, of any process required
by any such court will constitute valid and lawful service of process against
it, without necessity for service by any other means provided by statute or rule
of court. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
6.7 Counterparts. This Agreement may be executed in two or more
counterparts, which may be by facsimile, each of which will be deemed an
original but all of which together will constitute one and the same instrument.
All such counterparts will be deemed an original, will be construed together and
will constitute one and the same instrument.
6.8 Headings. The headings in this Agreement are for reference
purposes only and will not in any way affect the meaning or interpretation of
this Agreement.
6.9 No Third Party Beneficiaries. No Person other than the parties
hereto and their successors and permitted assigns is intended to be a
beneficiary of this Agreement.
[Execution Page Follows]
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.
REVLON, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Executive Vice President,
General Counsel and Secretary
MACANDREWS & FORBES HOLDINGS INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President and
Chief Financial Officer
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