AMENDMENT TO THE
FINANCING REIMBURSEMENT AGREEMENT
AMENDMENT dated May 3, 1996 (this "Amendment"), to the Financing
Reimbursement Agreement dated as of February 28, 1995 (the "Financing
Reimbursement Agreement"), between Revlon Holdings Inc., a Delaware corporation
("Old Revlon") and Revlon Consumer Products Corporation, a Delaware corporation
("Products Corporation").
WHEREAS, Old Revlon and Products Corporation wish to amend the
Financing Reimbursement Agreement, pursuant to Section 4.01 thereof, to more
accurately express the agreement of the parties.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Definitions. Unless the context requires otherwise, all
capitalized terms used herein and not otherwise defined herein have the meaning
assigned to them in the Financing Reimbursement Agreement.
SECTION 2. Effectiveness; Counterparts. Upon execution by the parties
hereto, this Amendment shall be deemed effective as of February 28, 1995. As
amended hereby, the Financing Reimbursement Agreement is hereby ratified,
confirmed and continued in all respects. This Amendment may be signed in
separate counterparts, each of which shall be deemed for all purposes an
original, but all such counterparts shall constitute one and the same
instrument.
SECTION 3. Amendment to the Financing Reimbursement Agreement.
(a) Amendment to Section 2.01. Section 2.01 of the Financing
Reimbursement Agreement is hereby amended in its entirety to read as follows:
"Section 2.01. Subject to the terms of this Agreement, Old Revlon
agrees to pay to Products Corporation on the Maturity Date an amount as shall
be determined pursuant to Section 2.02 hereof (the "Interest Allocation") which
shall represent reimbursement by Old Revlon of interest paid by Products
Corporation on account of indebtedness incurred under the New Credit Agreement
and under borrowings from affiliates of Products Corporation. Such agreement
hereunder by Old Revlon shall constitute the promise and obligation of Old
Revlon to pay the Interest Allocation, without interest thereon, to Products
Corporation on the Maturity Date."
(b) Amendment to Section 2.02. Section 2.02 of the Financing
Reimbursement Agreement is hereby amended in its entirety to read as follows:
"Section 2.02. The Interest Allocation shall be calculated with
respect to each fiscal quarter of Products Corporation, beginning with the
quarter ended March 31, 1995, and shall equal the sum of the products with
respect to each fiscal quarter of multiplying the rate of interest of 1.5% per
annum by the average balance outstanding under the New Credit Agreement for
each such quarter and the average balance outstanding under borrowings from
affiliates of Products Corporation for each such quarter."
SECTION 4. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York, regardless of
the laws that might otherwise govern under applicable principles of conflicts
of laws thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the day and year
first above written.
REVLON CONSUMER PRODUCTS CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
REVLON HOLDINGS INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
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