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REVLON CONSUMER PRODUCTS CORPORATION
REVLON ESCROW CORP.
8 1/8% Senior Notes due 2006
and
8 1/8% Senior Exchange Notes due 2006
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FIRST SUPPLEMENTAL INDENTURE
Dated as of April 1, 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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U.S. BANK TRUST NATIONAL ASSOCIATION,
AS TRUSTEE
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FIRST SUPPLEMENTAL INDENTURE, dated as of April 1, 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 U.S. BANK TRUST NATIONAL ASSOCIATION
(formerly known as FIRST TRUST NA TIONAL 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 1/8% Senior Notes due 2006, the Exchange Notes and the Private
Exchange Notes (collectively, the "Securities"); and
WHEREAS, pursuant to the Indenture, the Company issued, and
the Trustee authenticated and delivered, $250.0 million aggregate principal
amount of the Securities; and
WHEREAS, Section 4.11 of the Indenture requires that RCPC
cause the Senior Notes Assumption and the redemption of the Existing 9 3/8%
Senior Securities to occur no later than the later of (a) three Business Days
after the 30th day following the Issue Date or (b) April 6, 1998; and
WHEREAS, Section 5.01(c) of the Indenture provides that, upon
consummation of the Senior Notes Assumption, RCPC shall execute and deliver to
the Trustee, among other things, a Supplemental Senior 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
autho rized 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
express ly 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 provi sion 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/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: Senior Vice President, Deputy
General Counsel and Secretary
REVLON ESCROW CORP.
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Vice President and Treasurer
U.S. BANK TRUST NATIONAL
ASSOCIATION, as Trustee
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
Title: Assistant Vice President
Corporate Finance
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