AMENDMENT TO
TAX SHARING AGREEMENT
This Amendment to the Tax Sharing Agreement between MAFCO Holdings Inc.
and Revlon Worldwide Corporation, dated March 17, 1993 ("Tax Sharing
Agreement"), and annexed hereto as Attachment A, is dated as of December 18,
2002.
W I T N E S S E T H:
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WHEREAS, REV Holdings Inc. was the successor to Revlon Worldwide
Corporation.
WHEREAS, REV Holdings LLC is the successor to REV Holdings, Inc.
pursuant to the Agreement and Plan of Tax Reorganization dated December 18, 2002
between Revlon Guarantor Corp., Revlon Holdings Inc., REV Holdings LLC, and
Revlon, Inc.
WHEREAS, the parties desire to amend and supplement the Tax Sharing
Agreement pursuant to Section 11 and Section 15 thereof.
Now, in consideration of the premises, the parties amend and supplement
the Tax Sharing Agreement as follows.
SECTION 1 All references in the Tax Sharing Agreement to "Revlon
Worldwide Corporation" and "Worldwide" shall include REV Holdings Inc. and REV
Holdings LLC.
SECTION 2 Section 12 is hereby replaced in its entirety with:
"12. Interpretation. This Agreement is intended to calculate and
allocate certain Federal and state and local income tax liabilities of the
members of the Parent Group and Worldwide, and any situation or circumstance
concerning such calculation and allocation that is not specifically contemplated
hereby or provided for herein shall be dealt with in a manner consistent with
the underlying principles of calculation and allocation in the Agreement.
In particular, notwithstanding anything in the Agreement to the
contrary including Section 8 and Section 23 and notwithstanding any status of
REV Holdings LLC as a disregarded entity for federal, state and local income tax
purposes ("DRE"), all provisions of this Agreement (including the calculation of
the taxable income of REV Holdings LLC, the amounts due to the Parent Group, and
the time at which such payments are due) shall remain in force so long as REV
Holdings LLC is a DRE, and
shall apply to REV Holdings LLC as if it were a separate corporation that was a
subsidiary of Parent Group and the corporate successor to Revlon Worldwide
Corporation and REV Holdings Inc., (including succeeding to the tax attributes,
such as net operating loss and other carryovers and carrybacks as calculated
under this Agreement, of Revlon Worldwide Corporation and REV Holdings Inc.) and
that was entitled to elect to file federal, state and local income tax returns
separately from, or on a consolidated basis with, the Parent Group."
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
REVLON GUARANTOR CORP. REV HOLDINGS LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Title: Executive Vice President
Assistant Secretary and Chief Financial Officer
