EX-4.2
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s001409x1_ex4-2.htm
EXHIBIT 4.2
Exhibit 4.2
EXECUTION VERSION
JOINDER AGREEMENT TO
REGISTRATION RIGHTS AGREEMENT
September 7, 2016
Reference is hereby made to the
Registration Rights Agreement, dated as of August 4, 2016 (the “
Registration Rights Agreement”), by and between Revlon Escrow Corporation (“Escrow Corporation”) and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Citigroup Global Markets Inc., on behalf of themselves and the other Initial Purchasers. Unless otherwise defined herein, terms defined in the
Registration Rights Agreement and used herein shall have the meanings given them in the
Registration Rights Agreement.
1. Joinder of the Company. Revlon Consumer Productions Corporation, a Delaware corporation (“Revlon”), hereby agrees to become bound by the terms, conditions and other provisions of the
Registration Rights Agreement with all attendant rights, duties and obligations stated therein, with the same force and effect as if originally named as the “Issuer” therein and as if Revlon executed the
Registration Rights Agreement on the date thereof.
2. Joinder of the Guarantor. Each other signatory hereto (each, a “Guarantor”), hereby agrees to become bound by the terms, conditions and other provisions of the
Registration Rights Agreement with all attendant rights, duties and obligations stated therein, with the same force and effect as if originally named as “Guarantor” therein and as if such Guarantor executed the
Registration Rights Agreement on the date thereof.
3. Amendment to Schedule 1. Each signatory hereto hereby agrees that Schedule 1 to the
Registration Rights Agreement is hereby replaced in its entirety by Schedule 1 hereto.
4. Governing Law. This Joinder Agreement, and any claim, controversy or dispute arising under or related to this Joinder Agreement, shall be governed by and construed in accordance with the laws of the State of
New York without regard to principles of conflict of laws that would result in the application of any law other than the laws of the State of
New York. The parties hereto agree that any suit or proceeding arising in respect of this Agreement will be tried exclusively in the U.S. District Court for the Southern District of
New York or, if that court does not have subject matter jurisdiction, in any state court located in The City and County of
New York, and the parties hereto agree to submit to the jurisdiction of, and to venue in, such courts. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS JOINDER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY.
5. Counterparts. This agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Joinder Agreement by facsimile, email or other electronic transmission (i.e., “pdf”) shall be effective as delivery of a manually executed counterpart of this Joinder Agreement.
6. Amendments. No amendment or waiver of any provision of this Joinder Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.
7. Headings. The headings in this Joinder Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have executed this Joinder Agreement as of the date first written above.
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Revlon Consumer Products Corporation
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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Senior Vice President, Deputy General Counsel and Secretary
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Almay, Inc.
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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Vice President and Secretary
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Bari Cosmetics, Ltd.
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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Vice President and Secretary
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Xxxxxxx Xxxxxx Inc.
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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Vice President and Secretary
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North America Revsale Inc.
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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Vice President and Secretary
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[Signature Page to Joinder Agreement to the Registration Rights Agreement]
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OPP Products, Inc.
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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Vice President and Secretary
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Revlon Development Corp.
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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Vice President and Secretary
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Revlon Government Sales, Inc.
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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Vice President and Secretary
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Revlon International Corporation
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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Vice President and Secretary
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Riros Corporation
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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Vice President and Secretary
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[Signature Page to Joinder Agreement to the Registration Rights Agreement]
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Riros Group Inc.
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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Vice President and Secretary
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SinfulColors Inc.
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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Vice President and Secretary
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Realistic Roux Professional Products Inc.
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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Vice President and Secretary
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Beautyge U.S.A., Inc.
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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Vice President and Secretary
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Roux Laboratories, Inc.
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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Vice President and Secretary
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[Signature Page to Joinder Agreement to the Registration Rights Agreement]
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Art & Science, Ltd.
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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Vice President and Secretary
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Beautyge Brands USA, Inc.
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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Vice President and Secretary
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Creative Nail Design, Inc.
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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Vice President and Secretary
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Revlon Professional Holding Company LLC
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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Vice President and Secretary
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Roux Properties Jacksonville, LLC
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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Vice President and Secretary
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[Signature Page to Joinder Agreement to the Registration Rights Agreement]
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Xxxxxxxxx Xxxxx, Inc.
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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Vice President and Secretary
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DF Enterprises, Inc.
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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Vice President and Secretary
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Xxxxxxxxx Xxxxx (Financing), Inc.
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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Vice President and Secretary
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Xxxxxxxxx Xxxxx International Holding, Inc.
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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Vice President and Secretary
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Xxxxxxxxx Xxxxx Travel Retail, Inc.
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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Vice President and Secretary
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[Signature Page to Joinder Agreement to the Registration Rights Agreement]
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FD Management, Inc.
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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Vice President and Secretary
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RDEN Management, Inc.
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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Vice President and Secretary
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Xxxxxxxxx Xxxxx Investments, LLC
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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Vice President and Secretary
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Xxxxxxxxx Xxxxx NM, LLC
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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Vice President and Secretary
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Xxxxxxxxx Xxxxx USC, LLC
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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Vice President and Secretary
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[Signature Page to Joinder Agreement to the Registration Rights Agreement]
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Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
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Incorporated
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Citigroup Global Markets Inc.
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For themselves and on behalf of
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the several Initial Purchasers
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Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
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Incorporated
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By:
| /s/ Xxxx Xxxx | |
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Name:
| Xxxx Xxxx | |
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Title:
| Managing Director | |
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Citigroup Global Markets Inc.
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By:
| /s/ Xxxxx Xxxxxx | |
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Name:
| Xxxxx Xxxxxx | |
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Title:
| Managing Director | |
[Signature Page to Joinder Agreement to the Registration Rights Agreement]
Schedule 1
Guarantors
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Guarantor Name
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State or Other Jurisdiction of
Incorporation or Organization
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Almay, Inc.
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Delaware
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Bari Cosmetics, Ltd.
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Delaware
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Xxxxxxx Xxxxxx Inc.
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New York
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North America Revsale Inc.
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New York
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OPP Products, Inc.
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Delaware
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Revlon Development Corp.
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Delaware
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Revlon Government Sales, Inc.
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Delaware
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Revlon International Corporation
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Delaware
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Riros Corporation
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New York
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Riros Group Inc.
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Delaware
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SinfulColors Inc.
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Delaware
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Realistic Roux Professional Products Inc.
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Delaware
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Beautyge U.S.A., Inc.
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Delaware
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Roux Laboratories, Inc.
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New York
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Art & Science, Ltd.
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Illinois
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Beautyge Brands USA, Inc.
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Delaware
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Creative Nail Design, Inc.
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California
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Roux Properties Jacksonville, LLC
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Florida
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Revlon Professional Holding Company LLC
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Delaware
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Xxxxxxxxx Xxxxx, Inc.
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Florida
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DF Enterprises, Inc.
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Delaware
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Xxxxxxxxx Xxxxx (Financing), Inc.
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Delaware
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Xxxxxxxxx Xxxxx Travel Retail, Inc.
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Delaware
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FD Management, Inc.
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Delaware
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RDEN Management, Inc.
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Delaware
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Xxxxxxxxx Xxxxx International Holding, Inc.
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Delaware
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Xxxxxxxxx Xxxxx Investments, LLC
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Delaware
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Xxxxxxxxx Xxxxx NM, LLC
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Delaware
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Xxxxxxxxx Xxxxx USC, LLC
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Delaware
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