Escrow Corp is hereby expressly discharged from all obligations and covenants under the Indenture and the Securities.
Escrow Corp. Merger Reduction. On the effective date of the Escrow Corp. Merger, the Revolving Loan Commitments shall be reduced by $225,000,000.00, which reduction to the Revolving Loan Commitments shall be applied to the reductions set forth in Section 2.5(a) hereof in the order of the reductions set forth therein.
Escrow Corp shall not, directly or indirectly, make any Restricted Payment; provided that Escrow Corp. may make Restricted Payments following a mandatory redemption of all of the Initial Securities pursuant to the terms thereof. Holdings shall not, and shall not permit any of its Subsidiaries, directly or indirectly, to, make any Restricted Payment if, at the time of the making of such Restricted Payment, and after giving effect thereto:
Escrow Corp shall not conduct any business or enter into any transaction or series of similar transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Escrow Corp. or any Affiliated Permitted Holder, except to the extent necessary to consummate the Transactions.
Escrow Corp shall not create or permit to exist any Lien on any of its property or assets, whether owned on the date of this Indenture or thereafter acquired, securing any obligations of Escrow Corp. except to the extent provided in the Escrow Agreement. Holdings shall not create or permit to exist any Lien on any of its property or assets (including Capital Stock), whether owned on the date of this Indenture or thereafter acquired, securing any Debt of Holdings without making effective provision to secure the Securities then outstanding (and, if the Issuer so elects, any other Debt ranking pari passu with such Securities) equally and ratably with or prior to such Debt with a Lien on the assets securing such Debt for so long as such Debt is secured by such Lien.
Escrow Corp shall not consolidate with or merge with or into, or convey, transfer or lease any of its assets to, any Person, other than in connection with the Escrow Corp. Merger pursuant to the Escrow Corp. Merger Agreement. After the consummation of the Escrow Corp. Merger and upon execution and delivery by Holdings to the Trustee of an indenture supplemental hereto pursuant to which Holdings shall expressly assume all the obligations of the Issuer under this Indenture and the Securities, Holdings will succeed to, and be substituted for, and will exercise every right and power of the Issuer hereunder.
Escrow Corp and Revlon have not, as of the date hereof, entered into, nor shall they, on or after the date hereof, enter into, any agreement with respect to their securities that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the provisions hereof.
Escrow Corp shall provide a copy of this Agreement to prospective purchasers of the Notes identified to them by the Initial Purchasers upon request. Please confirm that the foregoing correctly sets forth the agreement between the Issuer and Revlon and you. Very truly yours, REVLON ESCROW CORP. by /s/ Xxxxxx Xxxxx --------------------------------- Name: Xxxxxx Xxxxx Title: Vice President and Treasurer REVLON CONSUMER PRODUCTS CORPORATION by /s/ Xxxxx X. Xxxxxxx --------------------------------- Name: Xxxxx X. Xxxxxxx Title: Senior Vice President, Corporate Finance and Investor Relations CONFIRMED AND ACCEPTED as of the date first above written: BEAR, XXXXXXX & CO. INC. by /s/ Xxxx Xxxxxxxxx --------------------------------- Name: Xxxx Xxxxxxxxx Title: Senior Managing Director XXXXXX BROTHERS INC. by /s/ Xxxxxx Xxxxxxx --------------------------------- Name: Xxxxxx Xxxxxxx Title: Managing Director 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". 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".
Escrow Corp shall establish and maintain the Escrow Account with the Escrow Agent in accordance with the terms of this Agreement, and the Escrow Account shall at all times remain under the exclusive dominion and control, and the "control" within the meaning of Sections 8-106 and 9-104 of the UCC, of the Trustee;
Escrow Corp agrees that it will not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Escrow Property or (ii) create or permit to exist any Lien upon or with respect to any of the Escrow Property, except for the security interest under this Agreement.
