AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT OF
REV HOLDINGS LLC
This Amended and Restated Limited Liability Company Agreement
(this "Agreement") of REV Holdings LLC, a Delaware limited liability company,
dated as of March 21, 2003, is adopted and entered into by Revlon Holdings LLC,
a Delaware limited liability company formerly known as Revlon Holdings Inc., as
sole member (the "Member" and, collectively, with all other persons who from
time to time become Members pursuant to this Agreement, the "Members"), pursuant
to and in accordance with the Delaware Limited Liability Company Act, 6 Del. C.
ss. 18-101, et seq. (as it may be amended from time to time, the "Act") and
hereby agrees as follows:
1. Name. The name of the limited liability company is REV
Holdings LLC (the "Company").
2. Purpose. The Company is formed for the object and purpose
of, and the nature of the business to be conducted and promoted by the Company
is, to engage in any lawful act or activity for which limited liability
companies may be formed under the Act (including, without limitation, acquiring,
managing and disposing of real and personal property) and to engage in any and
all activities necessary or incidental thereto. The Company shall have the
authority to take all actions necessary or convenient to accomplish its purpose
and operate its business as described in this Section 2.
3. Registered Office. The name and address of the registered
office of the Company in the State of Delaware is c/o The Xxxxxxxx-Xxxx
Corporation System, Inc., 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxx xx Xxxxxxxxxx,
Xxxxxx of Xxx Xxxxxx, Xxxxx xx Xxxxxxxx 00000.
4. Registered Agent. The name and address of the registered
agent of the Company for service of process on the Company in the State of
Delaware is c/o The Xxxxxxxx-Xxxx Corporation System, Inc., 0000 Xxxxxxxxxxx
Xxxx, Xxxxx 000, Xxxx xx Xxxxxxxxxx, Xxxxxx of Xxx Xxxxxx, Xxxxx xx Xxxxxxxx
00000.
5. Term. The existence of the Company commenced on February
24, 1997 and shall continue in existence until dissolved in accordance with the
Act and this Agreement.
6. Members. The Company has one Member. The name and the
mailing address of the Member of the Company is as follows:
Name Address
---- -------
Revlon Holdings LLC 00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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7. The Board.
(a) Management and Powers.
(i) Subject to such matters which are expressly
reserved hereunder or under the Act to the Member for decision, the business and
affairs of the Company shall be managed by a board of managers (the "Board"),
which shall be responsible for policy setting, approving the overall direction
of the Company and making all decisions affecting the business and affairs of
the Company. The Board shall consist of one (1) to five (5) individuals (the
"Managers"), the exact number of Managers to be determined from time to time by
resolution of the Member. The initial Board shall consist of three (3) members,
who shall be Xxxxxx X. Xxxxxxxx, Xxxxxx Xxxxxx and Xxxx X. Xxxxxxx. Xx. Xxxxxxxx
shall serve as Chairman of the Board and Xx. Xxxxxx shall serve as Vice Chairman
of the Board.
(ii) Each Manager shall be elected by the Member and
shall serve until his or her successor has been duly elected and qualified, or
until his or her earlier removal, resignation, death or disability. The Member
may remove any or all Managers from the Board or from any other capacity with
the Company at any time, with or without cause. A Manager may resign at any time
upon written notice to the Member.
(iii) Any vacancy occurring on the Board as a result
of the resignation, removal, death or disability of a Manager or an increase in
the size of the Board shall be filled by the Member. A Manager chosen to fill a
vacancy resulting from the resignation, removal, death or disability of a
Manager shall serve the unexpired term of his or her predecessor in office.
(b) Action By the Board.
(i) Meetings of the Board may be called by any Manager
upon two (2) days prior written notice to each Manager. The presence of a
majority of the Managers then in office shall constitute a quorum at any meeting
of the Board. All actions of the Board shall require the affirmative vote of a
majority of the Managers then in office.
(ii) Meetings of the Board may be conducted in person
or by conference telephone facilities. Any action required or permitted to be
taken at any meeting of the Board may be taken without a meeting if such number
of Managers sufficient to approve such action pursuant to the terms of this
Agreement consent thereto in writing. Notice of any meeting may be waived by any
Manager before or after such meeting.
(c) Power to Bind Company. None of the Managers (acting in
their capacity as such) shall have authority to bind the Company with respect to
any matter unless the Board shall have approved such matter and authorized such
Manager(s) to bind the Company with respect thereto.
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(d) Officers and Related Persons.
(i) The Board shall have the authority to appoint and
terminate, with or without cause, officers of the Company and retain and
terminate, with or without cause, employees, agents and consultants of the
Company and to delegate such duties to any such officers, employees, agents and
consultants as the Board deems appropriate, including the power, acting
individually or jointly, to represent and bind the Company in all matters, in
accordance with the scope of their respective duties.
(ii) Until the Board shall otherwise determine, the
following individuals shall be authorized to act on behalf of the Company:
Xxxxxx X. Xxxxxxxx Chairman and Chief Executive Officer
Xxxxxx Xxxxxx Vice Chairman
Xxxx X. Xxxxxxx Executive Vice President and Chief
Financial Officer and Chief
Xxxxx X. Xxxxxxxx Executive Vice President and General
Counsel
Xxxxxxx X. Xxxxxxxx Vice President and Secretary
Xxxxx X. Xxxxxx Vice President and Assistant Treasurer
Xxxxx Xxxxxxxx Vice President and Controller
Xxxxxx Xxxxxxxx Vice President and Assistant Secretary
(e) Xxxx X. Xxxxxxx is hereby designated as an authorized
person, within the meaning of the Act, to execute, deliver and file the
Certificate of Formation of the Company (and any amendments or restatements
thereof) and any other certificates (and any amendments or restatements thereof)
necessary for the Company to qualify to conduct business in a jurisdiction in
which the Company may wish to conduct business.
8. Reliance by Third Parties. Any person or entity dealing
with the Company or the Member may rely upon a certificate signed by any
Manager, the Member or any individual authorized to act on behalf of the Company
pursuant to subsection 7(d) above as to:
(i) the identity of the Member;
(ii) the existence or non-existence of any fact or
facts which constitute a condition precedent to acts by the Member or are in any
other manner germane to the affairs of the Company;
(iii) the persons who or entities which are authorized
to execute and deliver any instrument or document of or on behalf of the
Company; or
(iv) any act or failure to act by the Company or as to
any other matter whatsoever involving the Company or the Member.
9. Dissolution. The Company shall dissolve, and its affairs
shall be wound up, upon the first to occur of the following:
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(a) the written consent of the Member;
(b) the entry of a decree of judicial dissolution under
Section 18-802 of the Act; or
(c) at any time there are no Members, provided that the
Company shall not dissolve and its affairs shall not be required to be wound up
if, within one year after the occurrence of the event that terminates the
continued membership of the last remaining Member, the personal representative
(as defined in the Act) of such Member agrees in writing to continue the Company
and to the admission of the personal representative of the Member or its nominee
or designee to the Company as a member, effective as of the occurrence of the
event that terminates the continued membership of the Member.
10. Liquidation. If the Company is dissolved pursuant to
Section 9, the Member shall have authority to wind-up the Company in accordance
with the provisions of the Act.
11. Capital Contributions. The capital of the Company consists
of $1,000.
12. Additional Contributions. The Member is not otherwise
required to make any additional capital contribution to the Company.
13. Allocation of Profits and Losses. The Company's profits
and losses shall be allocated to the Member.
14. Distributions. Distributions shall be made to the Member
at the times and in the amounts determined by the Member.
15. Amendments. Amendments to this Agreement may be made only
with the written consent of the Member.
16. Transfers and Assignments. The Member may transfer or
assign in whole or in part its limited liability company interest.
17. Admission of Additional Members. One or more additional
members of the Company may be admitted to the Company with the written consent
of the Member.
18. Liability of Member. The Member shall not have any
liability for the obligations of the Company except to the extent provided in
the Act.
19. Liability of Indemnified Persons. No affiliate of the
Member, or any Manager, officer, employee or expressly authorized agent, if any,
of the Company, or any affiliate of any the foregoing persons (collectively,
"Indemnified Persons") shall be liable to the Company, the Member or any other
Indemnified Person for any claims, damages, losses, expenses or liabilities of
any nature whatsoever, including, but not
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limited to, legal fees and expenses (collectively, "Losses"), to which the
Company or the Member may become subject in connection with or arising out of or
related to this Agreement or the operation and affairs of the Company, provided
that such Indemnified Person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. Each Indemnified
Person shall be entitled to rely in good faith on the advice of counsel, public
accountants or other independent persons experienced in the matter at issue, and
any act or omission of any Indemnified Person in reasonable reliance on such
advice shall in no event subject any Indemnified Person to liability to the
Company, the Member or any other Indemnified Person.
20. Indemnification. The Company shall, to the fullest extent
permitted by applicable laws, indemnify and hold harmless each of the
Indemnified Persons and the Member (collectively, the "Indemnitees") from and
against any and all Losses to which such Indemnified Person may become subject
(out of Company assets, including, without limitation, the proceeds of liability
insurance) in connection with or arising out of or related to this Agreement or
the operations or activities of the Company, whether or not an Indemnitee
continues to serve in the capacity giving rise to his or her status as an
Indemnitee at the time any such Losses are paid or incurred; provided that the
Indemnitee acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the Company, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. In the event that any Indemnitee becomes involved it any
capacity in any action, proceeding or investigation in connection with any
matter that may result in the indemnification contemplated above, the Company
will periodically advance to or reimburse such Indemnitee for its legal and
other expenses (including the cost of any investigation and preparation) as
incurred in connection therewith; provided, that such Indemnitee shall promptly
repay to the Company the amount of any such advanced or reimbursed expenses paid
to it to the extent it shall ultimately be determined that such Indemnitee is
not entitled to such advance or reimbursement by the Company as herein provided
in connection with such action, proceeding or investigation. The rights of
indemnification provided in this Section 20 will be in addition to any rights to
which an Indemnitee otherwise may be entitled by contract, under the Act or as a
matter of law, and shall extend to each of his or her heirs, successors and
assigns.
21. Outside Business. The Member, Managers or any affiliate
thereof may engage in or possess an interest in other business ventures of any
nature or description, independently or with others, similar or dissimilar to
the business of the Company, and the Company and the Member shall have no rights
by virtue of this Agreement in and to such independent ventures or the income or
profits derived therefrom, and the pursuit of any such venture, even if
competitive with the business of the Company, shall not be deemed wrongful or
improper. No Member, Manager or affiliate thereof shall be obligated to present
any particular investment opportunity to the Company even if such opportunity is
of a character that, if presented to the Company, could be taken by the Company
and the Member, Manager or affiliate thereof shall have
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the right to take for its own account (individually or as a partner,
shareholder, fiduciary or otherwise) or to recommend to others any such
particular investment opportunity.
22. Governing Law. This Agreement shall be governed by, and
construed under, the laws of the State of Delaware, with all rights and remedies
being governed by said laws.
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IN WITNESS WHEREOF, the undersigned, intending to be legally
bound hereby, has duly executed this Amended and Restated Limited Liability
Company Agreement as of the date first above-written.
REVLON HOLDINGS LLC
By: /s/ Xxxx X. Xxxxxxx
---------------------------------------
Xxxx X. Xxxxxxx
Executive Vice President and Chief
Financial Officer
