REVLON CONSUMER PRODUCTS CORPORATION
9% Senior Notes Due 2006
REGISTRATION AGREEMENT
November 6, 1998
CHASE SECURITIES INC.
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CREDIT SUISSE FIRST BOSTON CORPORATION
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Dear Sirs:
Revlon Consumer Products Corporation, a Delaware corporation ("Revlon"
or the "Issuer"), proposes to issue and sell to Chase Securities Inc. and
Credit Suisse First Boston Corporation (the "Initial Purchasers"), upon the
terms set forth in a purchase agreement dated November 3, 1998 (the "Purchase
Agreement"), its 9% Senior Notes due 2006 (the "Notes"). Capitalized terms used
but not specifically defined herein are defined in the Purchase Agreement. As
an inducement to the Initial Purchasers to enter into the Purchase Agreement
and in satisfaction of a condition to your obligations thereunder, Revlon
agrees with you, for the benefit of the holders of the Notes (including the
Initial Purchasers) (the "Holders"), as follows:
1. Registered Exchange Offer. Revlon shall, at its cost, prepare and,
not later than 45 days after the Closing Date (or, if the 45th day is not a
business day, the first business day thereafter) (December 21, 1998, assuming
the Closing Date is November 6, 1998), shall file with the Securities and
Exchange Commission (the "Commission") a registration statement (the "Exchange
Offer Registration Statement") on an appropriate form under the Securities Act
of 1933, as amended (the "1933 Act"), with respect to a proposed offer (the
"Registered Exchange Offer") to the Holders to issue and deliver to such
Holders, in exchange for the Notes, a like principal amount of debt securities
(the "Exchange Notes") of Revlon with terms substantially
identical in all material respects to the Notes (except that the Exchange Notes
will not contain terms with respect to transfer restrictions and interest rate
increases), shall use its best efforts to cause the Exchange Offer Registration
Statement to become effective under the 1933 Act by 180 days after the Closing
Date (or, if the 180th day is not a business day, the first business day
thereafter) (May 5, 1999, assuming the Closing Date is November 6, 1998) and
shall use its best efforts to keep the Exchange Offer Registration Statement
effective under the 1933 Act until the close of business on the 180th day
following the expiration of the Registered Exchange Offer (such period being
called the "Exchange Offer Registration Period") for use by Exchanging Dealers
(as defined below) as contemplated in Section 3(g) below. Revlon shall be
deemed not to have used its best efforts to keep the Exchange Offer
Registration Statement effective during the Exchange Offer Registration Period
if Revlon voluntarily takes any action that would result in Exchanging Dealers
not being able to use such Registration Statement as contemplated in such
Section 3(g), unless (i) such action is required by applicable law or (ii) such
action is taken by Revlon in good faith and for valid business reasons (not
including avoidance of Revlon's obligations hereunder), including, but not
limited to, the acquisition or divestiture of assets, so long as Revlon
promptly thereafter complies with the requirements of Section 3(j) hereof, if
applicable. The Exchange Notes will be issued under the Indenture.
Upon the effectiveness of the Exchange Offer Registration Statement,
the Issuer shall promptly commence the Registered Exchange Offer, it being the
objective of such Registered Exchange Offer to enable each Holder electing to
exchange Notes for Exchange Notes (assuming that such Holder is not an
affiliate of Revlon within the meaning of the 1933 Act, acquires the Exchange
Notes in the ordinary course of such Holder's business and has no arrangements
with any person to participate in the distribution of the Exchange Notes) to
trade such Exchange Notes from and after their receipt without any limitations
or restrictions under the 1933 Act and without material restrictions under the
securities laws of a substantial proportion of the several states of the United
States. Notwithstanding the foregoing, the Initial Purchasers and Revlon
acknowledge that, pursuant to current interpretations by the Commission's staff
of Section 5 of the 1933 Act, and in the absence of an applicable exemption
therefrom, (i) each Holder (including any Initial Purchaser) which is a
broker-dealer electing to exchange the Notes, acquired for its own account as a
result of market making activities or other trading activities, for
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the Exchange Notes (an "Exchanging Dealer"), is required to deliver a
prospectus containing the information set forth in Annex A hereto on the cover,
in Annex B hereto in "The Exchange Offer" section, and in Annex C hereto in the
"Plan of Distribution" section of such prospectus in connection with a sale of
any such Exchange Notes received by such Exchanging Dealer pursuant to the
Registered Exchange Offer and (ii) each Initial Purchaser which elects to sell
Exchange Notes acquired in exchange for the Notes constituting any portion of
an unsold allotment is required to deliver a prospectus containing the
information required by Items 507 and/or 508 of Regulation S-K under the 1933
Act, as applicable, in connection with such a sale.
If, upon consummation of the Registered Exchange Offer, any Initial
Purchaser holds the Notes constituting any portion of an unsold allotment
acquired by it as part of its initial distribution, the Issuer, simultaneously
with the delivery of the Exchange Notes pursuant to the Registered Exchange
Offer, shall issue and deliver to such Initial Purchaser upon the written
request of such Initial Purchaser, in exchange (the "Private Exchange") for the
Notes held by such Initial Purchaser, a like principal amount of the Exchange
Notes issued under the Indenture and identical in all material respects
(including the existence of restrictions on transfer under the 1933 Act and the
securities laws of the several states of the United States) to the Notes (the
"Private Exchange Notes"; the Notes, the Exchange Notes and the Private
Exchange Notes being hereinafter referred to collectively as the "Securities").
The Issuer will use reasonable efforts to cause the Private Exchange Notes to
bear the same CUSIP number as the Exchange Notes.
In connection with the Registered Exchange Offer, the Issuer shall:
(a) mail to each Holder a copy of the prospectus forming part of the
Exchange Offer Registration Statement, together with an appropriate letter
of transmittal and related documents;
(b) keep the Registered Exchange Offer open for not less than 30 days
after the date notice thereof is mailed to the Holders (or longer if
required by applicable law);
(c) utilize the services of a depositary for the Registered Exchange
Offer with an address in the Borough of Manhattan, The City of New York;
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(d) permit Holders to withdraw tendered Notes at any time prior to
the close of business, New York time, on the last business day on which
the Registered Exchange Offer shall remain open; and
(e) otherwise comply in all respects with all applicable laws.
As soon as practicable after the close of the Registered Exchange
Offer or the Private Exchange, as the case may be, the Issuer shall:
(a) accept for exchange all Notes tendered and not validly withdrawn
pursuant to the Registered Exchange Offer and the Private Exchange;
(b) deliver to the Trustee for cancellation all Notes so accepted for
exchange; and
(c) cause the Trustee promptly to authenticate and deliver to each
Holder of the Notes either Exchange Notes or Private Exchange Notes, as
the case may be, equal in principal amount to the Notes of such Holder so
accepted for exchange.
The Indenture will provide that the Exchange Notes will not be subject
to the transfer restrictions applicable to the Notes set forth in the Indenture
and that all Securities issued under the Indenture will vote and consent
together on all matters as one class and that none of the Securities issued
under the Indenture will have the right to vote or consent as a class separate
from one another on any matter.
Notwithstanding any other provisions hereof, the Issuer shall ensure
that (i) any Exchange Offer Registration Statement and any amendment thereto
and any prospectus forming part thereof and any supplement thereto complies in
all material respects with the 1933 Act and the rules and regulations
thereunder, (ii) any Exchange Offer Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (iii) any
prospectus forming part of any Exchange Offer Registration Statement, and any
supplement to such prospectus, does not include an untrue statement of a
material fact or omit to state a material fact necessary in
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order to make the statements, in the light of the circumstances under which
they were made, not misleading.
Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Issuer that at the time of the consummation of the
Registered Exchange Offer (i) any Exchange Notes received by such Holder will
be acquired in the ordinary course of business, (ii) such Holder will have no
arrangements or understanding with any person to participate in the
distribution of the Notes or the Exchange Notes within the meaning of the 1933
Act, (iii) such Holder is not an "affiliate", as defined in Rule 405 of the
1933 Act, of Revlon or if it is an affiliate, such Holder acknowledges that it
must comply with the registration and prospectus delivery requirements of the
1933 Act to the extent applicable, (iv) if such Holder is not a broker-dealer,
that it is not engaged in, and does not intend to engage in, a distribution of
the Exchange Notes and (v) if such Holder is a broker-dealer, that it will
receive Exchange Notes for its own account in exchange for the Notes that were
acquired as a result of market-making activities or other trading activities
and that it will be required to acknowledge that it will deliver a prospectus
in connection with any resale of such Exchange Notes.
2. Shelf Registration. If, (i) because of any change in law or
applicable interpretations thereof by the Commission's staff, the Issuer
determines that it is not permitted to effect the Registered Exchange Offer as
contemplated by Section 1 hereof, (ii) for any other reason the Registered
Exchange Offer is not consummated by the 210th day after the Closing Date (or,
if such day is not a business day, the first business day thereafter) (June 4,
1999, assuming the Closing Date is November 6, 1998), (iii) any Initial
Purchaser so requests with respect to the Notes (or Private Exchange Notes)
held by it following consummation of the Registered Exchange Offer, (iv) any
Holder (other than an Exchanging Dealer) is not eligible to participate in the
Registered Exchange Offer or, in the case of any Holder (other than an
Exchanging Dealer) or Initial Purchaser that participates in the Registered
Exchange Offer, such Holder or Initial Purchaser does not receive freely
tradeable Exchange Notes in exchange for the exchanged Notes (in the case of an
Initial Purchaser constituting any portion of an unsold allotment) (it being
understood that the requirement that an Initial Purchaser deliver a prospectus
in connection with sales of the Exchange Notes acquired in the Registered
Exchange Offer in exchange for the Notes acquired as a result of market-making
activities or other trading activities, shall not result in
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such Exchange Notes not being "freely tradeable" for purposes of this Section
2) or (v) if the Issuer so elects, the following provisions shall apply:
(a) The Issuer shall, at its cost, as promptly as practicable file
with the Commission and thereafter shall use its best efforts to cause to be
declared effective a shelf registration statement on an appropriate form under
the 1933 Act relating to the offer and sale of the Notes by the Holders or the
Exchange Notes or the Private Exchange Notes by the Initial Purchasers, as
applicable, from time to time in accordance with the methods of distribution
elected by such Holders or the Initial Purchasers, as applicable, and set forth
in such registration statement (hereafter, a "Shelf Registration Statement"
and, together with any Exchange Offer Registration Statement, a "Registration
Statement").
(b) The Issuer shall use its best efforts to keep the Shelf
Registration Statement continuously effective in order to permit the prospectus
forming part thereof to be usable by Holders or the Initial Purchasers, as
applicable, for a period of two years from the date the Shelf Registration
Statement is declared effective by the Commission or such shorter period that
will terminate when all the Notes covered by the Shelf Registration Statement
have been sold pursuant to the Registration Statement or when, in the opinion
of outside counsel to the Issuer, which is reasonably satisfactory in form and
substance to counsel for the Initial Purchasers, all such Notes may be sold
without registration under the 1933 Act and unlegended certificates
representing the Securities may be given to the holders thereof (in any such
case, such period being called the "Shelf Registration Period"). The Issuer
shall be deemed not to have used its best efforts to keep the Shelf
Registration Statement effective during the requisite period if Revlon
voluntarily takes any action that would result in Holders of Securities covered
thereby not being able to offer and sell such Securities during that period,
unless (i) such action is required by applicable law, or (ii) such action is
taken by Revlon in good faith and for valid business reasons (not including
avoidance of Revlon's obligations hereunder), including, but not limited to,
the acquisition or divestiture of assets, so long as the Issuer promptly
thereafter complies with the requirements of Section 3(j) hereof, if
applicable.
(c) Notwithstanding any other provisions hereof, the Issuer shall
ensure that (i) any Shelf Registration Statement and any amendment thereto and
any prospectus
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forming part thereof and any supplement thereto complies in all material
respects with the 1933 Act and the rules and regulations thereunder, (ii) any
Shelf Registration Statement and any amendment thereto does not, when it
becomes effective, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading and (iii) any prospectus forming part of any
Shelf Registration Statement, and any supplement to such prospectus, does not
include an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements, in the light of the circumstances
under which they were made, not misleading.
3. Registration Procedures. In connection with any Shelf Registration
Statement and, to the extent applicable, any Exchange Offer Registration
Statement, the following provisions shall apply:
(a) The Issuer shall (i) furnish to each Initial Purchaser, prior to
the filing thereof with the Commission, a copy of the Registration Statement
and each amendment thereof and each supplement, if any, to the prospectus
included therein and shall use its best efforts to reflect in each such
document, when so filed with the Commission, such comments as the Initial
Purchasers reasonably may propose; (ii) include the information set forth in
Annex A hereto on the cover, in Annex B hereto in "The Exchange Offer" section,
and in Annex C hereto in the "Plan of Distribution" section of the prospectus
forming a part of the Exchange Offer Registration Statement, and include the
information set forth in Annex D hereto in the Letter of Transmittal delivered
pursuant to the Registered Exchange Offer; (iii) if requested by an Initial
Purchaser, include the information required by Items 507 and/or 508 of
Regulation S-K under the 1933 Act, as applicable, in the prospectus forming a
part of the Registration Statement; and (iv) in the case of a Shelf
Registration Statement, include the names of the Holders who propose to sell
Securities pursuant to the Shelf Registration Statement, as selling security
holders.
(b)(1) The Issuer shall advise you (which notice pursuant to clause
(ii) shall be accompanied by an instruction to suspend the use of the
prospectus until the requisite changes have been made) and, in the case of a
Shelf Registration Statement, the Holders of Securities included therein, and,
in the case of an Exchange Offer Registration Statement, any Exchanging Dealer
which has provided in writing to the Issuer a telephone or facsimile
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number or address for notices, and, if requested by you or any such Holder or
Exchanging Dealer, confirm such advice in writing:
(i) when any Registration Statement and any amendment thereto has
been filed with the Commission and when the Registration Statement or any
post-effective amendment thereto has become effective; and
(ii) of any request by the Commission for amendments or supplements
to the Registration Statement or the prospectus included therein or for
additional information.
(2) The Issuer shall advise you and, in the case of a Shelf
Registration Statement, Holders of Securities included therein, and, in the
case of an Exchange Offer Registration Statement, any Exchanging Dealer which
has provided in writing to the Issuer a telephone or facsimile number or
address for notices, and, if requested by you or any such Holder or Exchanging
Dealer, confirm such advice in writing;
(i) of the issuance by the Commission of any stop order suspending
the effectiveness of the Registration Statement or the initiation of any
proceedings for that purpose;
(ii) of the receipt by the Issuer of any notification with respect to
the suspension of the qualification of the Securities included therein for
sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose; and
(iii) of the happening of any event that requires the making of any
changes in the Registration Statement or the prospectus so that, as of
such date, the statements therein are not misleading and do not omit to
state a material fact required to be stated therein or necessary to make
the statements therein (in the case of the prospectus, in light of the
circumstances under which they were made) not misleading (which advice
shall be accompanied by an instruction to suspend the use of the
prospectus until the requisite changes have been made).
(c) The Issuer shall make every reasonable effort to obtain the
withdrawal of any order suspending the effectiveness of any Registration
Statement at the earliest possible time.
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(d) The Issuer shall furnish to each Holder of Securities included
within the coverage of any Shelf Registration Statement (including any
Exchanging Dealer which so requests in writing or any Initial Purchaser),
without charge, at least one copy of such Shelf Registration Statement and any
post-effective amendment thereto, including financial statements and schedules,
and, if the Holder so requests in writing, all exhibits (including those
incorporated by reference).
(e) The Issuer shall, during the Shelf Registration Period, deliver to
each Holder of Securities included within the coverage of any Shelf
Registration Statement, without charge, as many copies of the prospectus
(including each preliminary prospectus) included in such Shelf Registration
Statement and any amendment or supplement thereto as such Holder may reasonably
request; and the Issuer consents to the use of the prospectus or any amendment
or supplement thereto by each of the selling Holders of Securities in
connection with the offering and sale of the Securities covered by the
prospectus or any amendment or supplement thereto.
(f) The Issuer shall furnish to each Exchanging Dealer or Initial
Purchaser, as applicable, which so requests, without charge, at least one copy
of the Exchange Offer Registration Statement and any post-effective amendment
thereto, including financial statements and schedules, and, if the Exchanging
Dealer or Initial Purchaser, as applicable, so requests in writing, all
exhibits (including those incorporated by reference).
(g) The Issuer shall, during the Exchange Offer Registration Period,
promptly deliver to each broker-dealer that is the beneficial owner (as defined
in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "1934
Act")) of Exchange Notes received by such broker-dealer in the Registered
Exchange Offer (a "Participating Broker-Dealer") and such other persons as may
be required to deliver a prospectus following the Registered Exchange Offer,
without charge, as many copies of the prospectus included in such Exchange
Offer Registration Statement and any amendment or supplement thereto as such
person may reasonably request for delivery by such person in connection with a
sale of Exchange Notes received by it pursuant to the Registered Exchange
Offer; and the Issuer consents to the use of the prospectus or any amendment or
supplement thereto by any such Participating Broker-Dealer or other person as
aforesaid.
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(h) Prior to any public offering of Securities pursuant to any
Registration Statement, the Issuer shall register or qualify or cooperate with
the Holders of Securities included therein and their respective counsel in
connection with the registration or qualification of such Securities for offer
and sale under the securities or blue sky laws of such jurisdictions as any
such Holder reasonably requests in writing and do any and all other acts or
things necessary or advisable to enable the offer and sale in such
jurisdictions of the Securities covered by such Registration Statement;
provided, however, that Revlon shall not be required to qualify generally to do
business in any jurisdiction where it is not then so qualified or to take any
action which would subject it to general service of process or to taxation in
any such jurisdiction where it is not then so subject.
(i) The Issuer shall cooperate with the Holders of Securities to
facilitate the timely preparation and delivery of certificates representing the
Securities to be sold pursuant to any Shelf Registration Statement free of any
restrictive legends and in such denominations and registered in such names as
Holders may request prior to sales of the Securities pursuant to such Shelf
Registration Statement.
(j) Upon the occurrence of any event contemplated by paragraph
(b)(2)(iii) above, the Issuer shall promptly prepare a post-effective amendment
to the Registration Statement or a supplement to the related prospectus or file
any other required document so that, as thereafter delivered to purchasers of
the Securities included therein, the prospectus will not include an untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading. If the Issuer notifies the Initial Purchasers, the
Holders and any known Participating Broker-Dealer in accordance with paragraphs
(1)(ii) or (2)(i) through (iii) of Section 3(b) above to suspend the use of the
prospectus until the requisite changes to the prospectus have been made, then
the Initial Purchasers, the Holders and any such Participating Broker-Dealers
shall suspend use of such prospectus.
(k) Not later than the effective date of the applicable Registration
Statement, the Issuer shall provide a CUSIP number for the Notes, the Exchange
Notes or the Private Exchange Notes, as the case may be, and provide the
trustee with printed certificates for the Notes, the
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Exchange Notes or the Private Exchange Notes, as the case may be, in a form
eligible for deposit with The Depository Trust Company (it being expressly
understood that the Exchange Notes will continue to be held in book-entry form
in the same manner as the Notes).
(l) The Issuer shall comply with all applicable rules and regulations
of the Commission and shall make generally available to its security holders as
soon as practicable after the effective date of the applicable Registration
Statement an earnings statement satisfying the provisions of Section 11(a) of
the 1933 Act.
(m) The Issuer shall cause the Indenture to be qualified under the
Trust Indenture Act of 1939, as amended, in a timely manner. In the event that
such qualification would require the appointment of a new trustee under the
Indenture, the Issuer shall appoint a new trustee thereunder pursuant to the
applicable provisions of the Indenture.
(n) The Issuer may require each Holder of Securities to be sold
pursuant to any Shelf Registration Statement to furnish to the Issuer such
information regarding the Holder and the distribution of such Securities as the
Issuer may from time to time reasonably require for inclusion in such
Registration Statement, and the Issuer may exclude from such Registration
Statement the Securities of any Holder that fails to furnish such information
within a reasonable time after receiving such request.
(o) The Issuer shall enter into such customary agreements (including
if requested an underwriting agreement in customary form) and take all such
other action, if any, as any Holder shall reasonably request in order to
facilitate the disposition of the Securities pursuant to any Shelf Registration
Statement.
(p) In the case of any Shelf Registration Statement, the Issuer shall
(i) make reasonably available for inspection by the Holders, and any
underwriter participating in any disposition pursuant to a Registration
Statement, and any attorney, accountant or other agent retained by the Holders
or any such underwriter, all relevant financial and other records, pertinent
corporate documents and properties of the Issuer and (ii) cause the Issuer's
officers, directors and employees to supply all relevant information reasonably
requested by the Holders or any such underwriter, attorney, accountant or agent
in connection with any such Registration Statement.
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(q) In the case of any Exchange Offer Registration Statement, the
Issuer shall (i) make reasonably available for inspection by the Initial
Purchasers, but in each case only in such firm's capacity as an Exchanging
Dealer and with the express understanding that each such firm shall be acting
solely for itself and not on behalf of any other party, including, without
limitation, any other Exchanging Dealer, all relevant financial and other
records, pertinent corporate documents and properties of the Issuer and (ii)
cause the Issuer's officers, directors and employees to supply all information
reasonably requested by any of them.
(r) In the case of any Shelf Registration Statement, the Issuer, if
requested by any Holder, shall cause (x) its counsel to deliver an opinion
relating to the Securities included within the coverage of such Shelf
Registration Statement in customary form, (y) its officers to execute and
deliver all customary documents and certificates requested by any underwriters
of the Securities and (z) its independent public accountants to provide to the
selling Holders and any underwriter therefor a comfort letter in customary
form.
(s) In the case of any Exchange Offer Registration Statement, the
Issuer, if requested by the Initial Purchasers, but in each case only in such
firm's capacity as an Exchanging Dealer and with the express understanding that
each such firm shall be acting solely for itself and not on behalf of any other
party, including, without limitation, any other Exchanging Dealer, in
connection with any prospectus delivery as contemplated in paragraph (g) above,
shall use its best efforts to cause, on and as of the effective date of the
Exchange Offer Registration Statement, (x) its counsel to deliver an opinion
relating to the Exchange Offer Registration Statement and the Exchange Notes in
customary form, (y) its officers to execute and deliver all customary documents
and certificates requested and (z) its independent public accountants to
provide a comfort letter in customary form, subject to receipt of appropriate
documentation (including the delivery of a customary representation letter), as
contemplated by Statement on Auditing Standards No. 72.
(t) If a Registered Exchange Offer or a Private Exchange is to be
consummated, upon delivery of the Notes by Holders to the Issuer (or to such
other person as directed by the Issuer) in exchange for the Exchange Notes or
the Private Exchange Notes, as the case may be, the Issuer shall mark, or cause
to be marked, on the Notes so exchanged that
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such Notes are being canceled in exchange for the Exchange Notes or the Private
Exchange Notes, as the case may be; in no event shall the Notes be marked as
paid or otherwise satisfied.
(u) The Issuer shall pay interest on the Notes for failure to comply
with its obligations under Section 1 or Section 2, as applicable, in accordance
with the terms of the Notes.
4. Registration Expenses. Revlon shall bear all expenses incurred in
connection with the performance of its obligations under Sections 1, 2 and 3
hereof and, in the event of any Shelf Registration Statement, shall reimburse
the Holders for the reasonable fees and disbursements of one firm or counsel
designated by the Holders of a majority in principal amount of the Securities
to be registered thereunder to act as counsel for the Holders in connection
therewith, and, in the case of any Exchange Offer Registration Statement, shall
reimburse the Initial Purchasers, as applicable, for the reasonable fees and
disbursements of counsel in connection therewith, whether or not the Exchange
Offer Registration Statement or a Shelf Registration Statement is filed or
becomes effective.
5. Indemnification. (a) In the event of a Shelf Registration or in
connection with any prospectus delivery pursuant to a Registered Exchange Offer
by an Exchanging Dealer as contemplated in Section 3(g) above, Revlon shall
indemnify and hold harmless each Holder and each person, if any, who controls
such Holder within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in any such Registration
Statement or any prospectus forming part thereof or the omission or
alleged omission therefrom of a material fact required to be stated
therein or necessary to make the statements therein (in the case of any
prospectus, in the light of the circumstances under which they were made)
not misleading;
(ii) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any
governmental or regulatory agency or body, commenced or threatened, or of
any claim whatsoever
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based upon any such untrue statement or omission, or any such alleged
untrue statement or omission; and
(iii) against any and all expense whatsoever, as incurred (including,
subject to Section 5(c) hereof, the fees and disbursements of counsel
chosen by the indemnified party reasonably incurred in investigating,
preparing or defending against any litigation, or any investigation or
proceeding by any governmental or regulatory agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue statement
or omission, or any such alleged untrue statement or omission);
provided, however, that (i) this indemnity shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Issuer by the
indemnified party expressly for use in such Registration Statement and (ii)
such indemnity with respect to any preliminary prospectus shall not inure to
the benefit of any Holder (or any person controlling such Holder) from whom the
person asserting any such loss, claim, damage or liability purchased the
Securities which are the subject thereof if such person did not receive a copy
of the final prospectus (or the final prospectus as supplemented) at or prior
to the confirmation of the sale of such Securities to such person and (A) the
untrue statement or omission of a material fact contained in such preliminary
prospectus was corrected in the final prospectus (or the final prospectus as
supplemented) and (B) such Holder had previously been furnished by or on behalf
of the Issuer (prior to the date of mailing by such Holder of the applicable
confirmation) with a sufficient number of copies of the final prospectus as so
amended or supplemented.
(b) In the event of a Shelf Registration Statement, each Holder shall
indemnify and hold harmless the Issuer, its directors and officers and each
person, if any, who controls the Issuer within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act against any and all loss, liability,
claim, damage and expense described in the indemnity contained in Section 5(a)
hereof, as incurred, but only with respect to untrue statements or omissions,
or alleged untrue statements or omissions, made in the Registration Statement
(or any amendment or supplement thereto) in reliance on and in conformity with
written information furnished to the Issuer by such Holder expressly for use in
the Registration Statement (or in such amendment
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or supplement); provided, however, that no such Holder shall be liable for any
indemnity claims hereunder in excess of the amount of net proceeds received by
such Holder from the sale of Securities pursuant to the Registration Statement.
(c) Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action commenced against it in
respect of which indemnity may be sought hereunder, but failure to so notify an
indemnifying party shall not relieve such indemnifying party from any liability
which it may have otherwise than on account of this indemnity agreement, except
to the extent actually prejudiced thereby. If any such claim or action shall be
brought against an indemnified party, the indemnified party shall notify the
indemnifying party thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party. After notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 5 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof (other than reasonable costs of investigation); provided, however, if
the defendants in any such action include both an indemnified party and an
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties that are different from or additional to those available to the
indemnifying party, the indemnified party or parties under this Section 5 shall
have the right to employ not more than one counsel (in addition to any local
counsel) to represent them and, in that event, the fees and expenses of not
more than one such separate counsel (in addition to any local counsel) shall be
paid by the indemnifying party, as such expenses are incurred. No indemnifying
party shall be liable for any settlement effected without its written consent.
An indemnifying party shall not, without the prior written consent of the
indemnified party, settle or compromise or consent to the entry of any judgment
with respect to any pending or threatened claim, action, suit or proceeding in
respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified parties are actual or potential parties to such
claim or action) unless such settlement, compromise or consent includes an
unconditional release of each
15
indemnified party from all liability arising out of such claim, action, suit or
proceeding.
(d) To provide for just and equitable contribution in circumstances in
which the indemnity provided for in Sections 5(a) through (c) hereof is for any
reason held to be unenforceable by the indemnified parties although applicable
in accordance with its terms, Revlon, on the one hand, and the applicable
Holder or Holders, on the other hand, shall contribute to the aggregate losses,
liabilities, claims, damages and expenses of the nature contemplated by said
indemnity incurred by Revlon and such Holder or Holders, as incurred, in such
proportions that Revlon is responsible for that portion represented by the
percentage that the aggregate consideration received by Revlon from the sale by
it of the Securities sold by such Holder bears to the aggregate principal
amount of Securities sold by such Holder and such Holder is responsible for the
balance; provided, however, that no person found guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) by a
court of competent jurisdiction shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For purposes of
this Section 5, each person, if any, who controls a Holder within the meaning
of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same
rights to contribution as such Holder and each director and officer of Revlon
and each person, if any, who controls Revlon within the meaning of Section 15
of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to
contribution as Revlon.
(e) The agreements contained in this Section 5 shall survive the sale
of the Securities pursuant to a Registration Statement and shall remain in full
force and effect, regardless of any termination or cancellation of this
Agreement or any investigation made by or on behalf of any indemnified party.
6. Underwritten Registrations. (a) "Transfer Restricted Notes" means
each Security until (i) the date on which such Transfer Restricted Note has
been exchanged by a person other than a broker-dealer for a freely transferable
Exchange Note in the Registered Exchange Offer, (ii) following the exchange by
a broker-dealer in the Registered Exchange Offer of a Transfer Restricted Note
for an Exchange Note, the date on which such Exchange Note is sold to a
purchaser who receives from such broker-dealer on or prior to the date of such
sale a copy of the prospectus contained in the Exchange Offer Registration
Statement, (iii) the date
16
on which such Transfer Restricted Note has been effectively registered under
the 1933 Act and disposed of in accordance with the Shelf Registration
Statement or (iv) the date on which such Transfer Restricted Note is
distributed to the public pursuant to Rule 144 under the 1933 Act or is
saleable pursuant to Rule 144(k) under the 1933 Act.
(b) If any of the Transfer Restricted Notes covered by any Shelf
Registration are to be sold in an underwritten offering, the investment banker
or investment bankers and manager or managers that will administer the offering
("Managing Underwriters") will be selected by the Holders of a majority in
aggregate principal amount of such Transfer Restricted Notes to be included in
such offering.
No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer Restricted Notes
on the basis reasonably provided in any underwriting arrangements approved by
the persons entitled hereunder to approve such arrangements and (ii) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements.
7. Miscellaneous. (a) Amendment and Waivers. The provisions of this
Agreement may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given, unless Revlon has
obtained the written consent of Holders of a majority in aggregate principal
amount of the Securities.
(b) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class
mail, telex, telecopier, or air courier guaranteeing overnight delivery:
(i) if to a Holder, at the most current address given by such Holder
to the Issuer in accordance with the provisions of this Section 7(b),
which address initially is, with respect to each Holder, the address of
such Holder maintained by the Registrar under the Indenture, with a copy
in like manner to the Initial Purchasers;
(ii) if to the Initial Purchasers, initially at the respective
addresses set forth in the Purchase Agreement with copies to the parties
specified therein; and
17
(iii) if to the Issuer, initially at its address set forth in the
Purchase Agreement, with copies to the parties specified therein.
All such notices and communications shall be deemed to have been duly
given when received.
The Initial Purchasers or Revlon by notice to the other may designate
additional or different addresses for subsequent notices or communications.
(c) Successors and Assigns. This Agreement shall be binding upon
Revlon and each of its successors and assigns.
(d) Counterparts. This agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
(e) Headings. The headings in this agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
(f) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
Specified times of day refer to New York City time.
(g) Severability. If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid,
illegal or unenforceable, the validity, legality and enforceability of any such
provision in every other respect and of the remaining provisions contained
herein shall not be affected or impaired thereby.
(h) Securities Held by the Issuer. Whenever the consent or approval of
Holders of a specified percentage of principal amount of Securities is required
hereunder, Securities held by the Issuer or any of its affiliates (other than
subsequent Holders of Securities if such subsequent Holders are deemed to be
affiliates solely by reason of their holdings of such Securities) shall not be
counted in determining whether such consent or approval was given by the
Holders of such required percentage.
18
(i) No Inconsistent Agreements. Revlon has not, as of the date hereof,
entered into, nor shall it, on or after the date hereof, enter into, any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders herein or otherwise conflicts with the provisions
hereof.
(j) Copies of Agreement. Revlon shall provide a copy of this Agreement
to prospective purchasers of the Notes identified to them by the Initial
Purchasers upon request.
19
Please confirm that the foregoing correctly sets forth the agreement
between Revlon and you.
Very truly yours,
REVLON CONSUMER PRODUCTS CORPORATION
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President
CONFIRMED AND ACCEPTED
as of the date first above written:
CHASE SECURITIES INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
CREDIT SUISSE FIRST BOSTON CORPORATION
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Director
20
ANNEX A TO
REGISTRATION AGREEMENT
Each broker-dealer that receives Exchange Notes for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Notes. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the 1933 Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Notes received in exchange for the Notes where such
Notes were acquired by such broker-dealer as a result of market-making
activities or other trading activities. The Issuer has agreed that, for a
period of 180 days after the Expiration Date (as defined herein), it will make
this Prospectus available to any broker-dealer for use in connection with any
such resale. See "Plan of Distribution".
A-1
ANNEX B TO
REGISTRATION AGREEMENT
Each broker-dealer that receives Exchange Notes for its own account in
exchange for the Notes, where such Notes were acquired by such broker-dealer as
a result of market-making activities or other trading activities, must
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Notes. See "Plan of Distribution".
B-1
ANNEX C TO
REGISTRATION AGREEMENT
PLAN OF DISTRIBUTION
Each broker-dealer that receives Exchange Notes for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Notes. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Notes received in
exchange for Existing Notes where such Existing Notes were acquired as a result
of marketmaking activities or other trading activities. The Issuer has agreed
that for a period of 180 days after the Expiration Date, it will make this
Prospectus, as amended or supplemented, available to any broker-dealer for use
in connection with any such resale. In addition, until , 199 ,
all dealers effecting transactions in the Exchange Notes may be required to
deliver a prospectus.1
The Issuer will not receive any proceeds from any sale of Exchange
Notes by broker-dealers. Exchange Notes received by broker-dealers for their
own account pursuant to the Exchange Offer may be sold from time to time in one
or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Notes or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer and/or the purchasers of any such
Exchange Notes. Any broker-dealer that resells Exchange Notes that were
received by it for its own account pursuant to the Exchange offer and any
broker or dealer that participates in a distribution of such Exchange Notes may
be deemed to be an "underwriter" within the meaning of the 1933 Act and any
profit on any such resale of Exchange Notes and any commissions or concessions
received
------------------------------
1 The legend required by Item 502(e) of Regulation S-K must appear on the
back page of the Exchange Offer Prospectus.
C-1
by any such persons may be deemed to be underwriting compensation under the
1933 Act. The Letter of Transmittal states that by acknowledging that it will
deliver and by delivering a prospectus, a broker-dealer will not be deemed to
admit that it is an "underwriter" within the meaning of the 1933 Act.
For a period of 180 days after the Expiration Date, the Issuer will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Issuer has agreed to pay all expenses
incident to the Exchange Offer other than commissions or concessions of any
brokers or dealers and will indemnify the holders of the Notes (including any
broker-dealers) against certain liabilities, including liabilities under the
1933 Act.
C-2
ANNEX D TO
REGISTRATION AGREEMENT
Rider A
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO.
Name:
Address:
Rider B
If the undersigned is not a broker-dealer, the undersigned represents that it
is not engaged in, and does not intend to engage in, a distribution of Exchange
Notes. If the undersigned is a broker-dealer that will receive Exchange Notes
for its own account in exchange for Notes, it represents that the Notes to be
exchanged for Exchange Notes were acquired by it as a result of market-making
or other trading activities and acknowledges that it will deliver a prospectus
in connection with any resale of such Exchange Notes; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be
deemed to admit that it is an "underwriter" within the meaning of the 1933 Act.
D-1