AMENDMENT TO SECOND AMENDED
AND RESTATED OPERATING SERVICES AGREEMENT
AMENDMENT TO SECOND AMENDED AND RESTATED OPERATING SERVICES AGREEMENT
dated as of July 1, 1997 (this "Amendment"), by and among Revlon Holdings Inc.,
a Delaware corporation ("Holdings"), Revlon, Inc., a Delaware corporation
("Public Co."), and Revlon Consumer Products Corporation, a Delaware
corporation and a wholly owned subsidiary of Public Co. ("Operating Co.").
W I T N E S S E T H :
WHEREAS, Holdings, Public Co. and Operating Co. are parties to that
certain Amended and Restated Operating Services Agreement dated as of June 24,
1992, as amended as of January 1, 1993, amended and restated as of September 1,
1993, amended as of January 1, 1994 and amended and restated as of January 1,
1996 (as amended, the "Operating Services Agreement"); and
WHEREAS, the parties hereto desire to amend the Operating Services
Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
A G R E E M E N T:
1. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Operating Services Agreement.
2. The defined term "Retained Brands" shall be amended to exclude the
Xxxx Xxxxx brand from the brands included in such definition.
3. Except as expressly amended hereby, the terms of the Operating
Services Agreement shall be unchanged and shall remain in full force and
effect.
4. This Amendment shall be governed by the law of the State of New
York applicable to agreements executed and to be wholly performed in New York
among residents of New York.
5. This Amendment may be executed by one or more of the parties to
this Amendment on any number of separate counterparts and all of such
counterparts taken together shall be deemed to constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the day and year first above written.
REVLON HOLDINGS INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Xxxxx X. Xxxxxx
Vice President
REVLON, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------
Xxxxxx X. Xxxxxxxx
Vice President
REVLON CONSUMER PRODUCTS
CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------
Xxxxxx X. Xxxxxxxx
Vice President
