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REVLON CONSUMER PRODUCTS CORPORATION
REVLON ESCROW CORP.
8 5/8% Senior Subordinated Notes due 2008
and
8 5/8% Senior Subordinated Exchange Notes due 2008
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FIRST SUPPLEMENTAL INDENTURE
Dated as of March 4, 1998
Supplementing the Indenture, dated
as of February 1, 1998, Between
Revlon Escrow Corp. and
First Trust National Association, as Trustee
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FIRST TRUST NATIONAL ASSOCIATION,
AS TRUSTEE
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FIRST SUPPLEMENTAL INDENTURE, dated as of March 4, 1998 (the "First
Supplemental Indenture"), among REVLON CONSUMER PRODUCTS CORPORATION, a
Delaware corporation ("RCPC"), REVLON ESCROW CORP., a Delaware corporation
("Escrow Corp." or the "Company"), and FIRST TRUST NATIONAL ASSOCIATION (the
"Trustee"), as Trustee under the Indenture referred to herein;
WHEREAS, the Company and the Trustee heretofore executed and delivered
an Indenture, dated as of February 1, 1998 (the "Indenture") in respect of the
8 5/8% Senior Subordinated Notes due 2008, the Exchange Notes and the Private
Exchange Notes (the "Securities"); and
WHEREAS, pursuant to the Indenture, the Company issued, and the
Trustee authenticated and delivered, $650.0 million aggregate principal amount
of the Securities; and
WHEREAS, Section 4.12 of the Indenture requires that RCPC cause the
Subordinated Notes Assumption and the redemption of the Existing Senior
Subordinated Securities to occur no later than three Business Days after the
30th day after the Issue Date; and
WHEREAS, Section 5.01(c) of the Indenture provides that, upon
consummation of the Subordinated Notes Assumption, RCPC shall execute and
deliver to the Trustee, among other things, a Supplemental Senior Subordinated
Notes Indenture whereupon RCPC shall be the successor Company and shall succeed
to, and be substituted for, and may exercise every right and power of the
predecessor Company under the Indenture and the Securities, and the predecessor
Company shall be discharged from all obligations and covenants under the
Indenture and the Securities; and
WHEREAS, Section 9.01(2) of the Indenture provides that the Company
and the Trustee may amend the Indenture and the Securities without notice to or
consent of any Holders of the Securities in order to comply with Article V of
the Indenture; and
WHEREAS, this First Supplemental Indenture has been duly authorized
by all necessary corporate action on the part of each of RCPC and Escrow Corp.
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NOW, THEREFORE, RCPC, Escrow Corp. and the Trustee agree as follows
for the equal and ratable benefit of the Holders of the Securities:
ARTICLE I
Assumption By Successor Corporation
SECTION 1.1. Assumption of the Securities. RCPC hereby expressly
assumes and agrees promptly to pay, perform and discharge when due each and
every debt, obligation, covenant and agreement incurred, made or to be paid,
performed or discharged by Escrow Corp. under the Indenture and the Securities.
RCPC hereby agrees to be bound by all the terms, provisions and conditions of
the Indenture and the Securities from the date hereof and that it shall be the
successor Company and shall succeed to, and be substituted for, and may
exercise every right and power of Escrow Corp., as the predecessor Company,
under the Indenture and the Securities.
SECTION 1.2. Discharge of Escrow Corp. Escrow Corp. is hereby
expressly discharged from all obligations and covenants under the Indenture and
the Securities.
SECTION 1.3. Trustee's Acceptance. The Trustee hereby accepts this
First Supplemental Indenture and agrees to perform the same under the terms and
conditions set forth in the Indenture.
ARTICLE II
Miscellaneous
SECTION 2.1. Effect of Supplemental Indenture. Upon the execution and
delivery of this First Supplemental Indenture by RCPC, Escrow Corp. and the
Trustee, the Indenture shall be supplemented in accordance herewith, and this
First Supplemental Indenture shall form a part of the Indenture for all
purposes, and every Holder of Securities heretofore or hereafter authenticated
and delivered under the Indenture shall be bound thereby.
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SECTION 2.2. Indenture Remains in Full Force and Effect. Except as
supplemented hereby, all provisions in the Indenture shall remain in full force
and effect.
SECTION 2.3. Indenture and Supplemental Indenture Construed Together.
This First Supplemental Indenture is an indenture supplemental to and in
implementation of the Indenture, and the Indenture and this First Supplemental
Indenture shall henceforth be read and construed together.
SECTION 2.4. Confirmation and Preservation of Indenture. The Indenture
as supplemented by this First Supplemental Indenture is in all respects
confirmed and preserved.
SECTION 2.5. Conflict with Trust Indenture Act. If any provision of
this First Supplemental Indenture limits, qualifies or conflicts with any
provision of the TIA that is required under the TIA to be part of and govern
any provision of this First Supplemental Indenture, the provision of the TIA
shall control. If any provision of this First Supplemental Indenture modifies
or excludes any provision of the TIA that may be so modified or excluded, the
provision of the TIA shall be deemed to apply to the Indenture as so modified
or to be excluded by this First Supplemental Indenture, as the case may be.
SECTION 2.6. Severability. In case any provision in this First
Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
SECTION 2.7. Terms Defined in the Indenture. All capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the
Indenture.
SECTION 2.8. Headings. The Article and Section headings of this First
Supplemental Indenture have been inserted for convenience of reference only,
are not to be considered a part of this Supplemental Indenture and shall in no
way modify or restrict any of the terms or provisions hereof.
SECTION 2.9. Benefits of First Supplemental Indenture. Nothing in this
First Supplemental Indenture or the Securities, express or implied, shall give
to any Person, other than the parties hereto and thereto and their successors
hereunder
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and thereunder and the Holders of the Securities, any benefit of any legal or
equitable right, remedy or claim under the Indenture, this First Supplemental
Indenture or the Securities.
SECTION 2.10. Successors. All agreements of RCPC in this First
Supplemental Indenture shall bind its successors. All agreements of the Trustee
in this First Supplemental Indenture shall bind its successors.
SECTION 2.11. Trustee Not Responsible for Recitals. The recitals
contained herein shall be taken as the statements of Escrow Corp. and RCPC, and
the Trustee assumes no responsibility for their correctness.
SECTION 2.12. Certain Duties and Responsibilities of the Trustee. In
entering into this First Supplemental Indenture, the Trustee shall be entitled
to the benefit of every provision of the Indenture and the Securities relating
to the conduct or affecting the liability or affording protection to the
Trustee, whether or not elsewhere herein so provided.
SECTION 2.13. Governing Law. This First Supplemental Indenture 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 law to
the extent that the application of the laws of another jurisdiction would be
required thereby.
SECTION 2.14. Counterpart Originals. The parties may sign any number
of copies of this First Supplemental Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement.
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IN WITNESS WHEREOF, the parties have caused this First Supple mental
Indenture to be duly executed as of the date first written above.
REVLON CONSUMER PRODUCTS
CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President, Deputy
General Counsel and Secretary
REVLON ESCROW CORP.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President and Treasurer
FIRST TRUST NATIONAL
ASSOCIATION, as Trustee
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Assistant Vice President
Corporate Finance
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