SUPPLEMENTAL INDENTURE NO. 1
SUPPLEMENTAL INDENTURE NO. 1 dated as of December 18, 2002
(the "Supplemental Indenture"), between REV Holdings LLC, a Delaware limited
liability company and formerly a corporation incorporated under the laws of the
State of Delaware known as REV Holdings Inc. (the "Company"), and Wilmington
Trust Company, as trustee under the Indenture referred to below (the "Trustee").
W I T N E S S E T H :
WHEREAS, prior to the Conversion referred to below, REV
Holdings Inc., a Delaware corporation, and the Trustee entered into the
Indenture, dated as of February 1, 2001 (the "Indenture"), providing for the
issuance of the 12% Senior Secured Notes Due 2004 of REV Holdings Inc. (the
"Notes");
WHEREAS, the Notes and the Indenture are secured by 4,186,104
shares of Class A common stock of Revlon, Inc., a Delaware corporation (the
"Pledged Stock"), evidenced by a certificate registered in the name of REV
Holdings Inc. (the "Old Certificate");
WHEREAS, effective as of the date hereof, REV Holdings Inc.
has filed a Certificate of Conversion with the Secretary of State of the State
of Delaware, pursuant to which it has converted from a Delaware corporation into
a Delaware limited liability company known as REV Holdings LLC (the
"Conversion");
WHEREAS, Section 266(d) of the Delaware General Corporation
Law provides that the conversion of a Delaware corporation into a Delaware
limited liability company is deemed not to affect any obligations or liabilities
of such corporation incurred prior to such conversion;
WHEREAS, Section 18-214 of the Delaware Limited Liability
Company Act (the "DLLCA") provides that all of the rights, privileges and powers
of a Delaware corporation that has converted into a Delaware limited liability
company, and all property, real, personal and mixed, and all debts due to such
corporation, as well as all other things and causes of action belonging to such
corporation, remain vested in the limited liability company to which such
corporation has converted and are the property of such limited liability
company, and all debts, liabilities and duties of such corporation remain
attached to the limited liability company to which such corporation has
converted, and may be enforced against it to the same extent as if said debts,
liabilities and duties had originally been incurred or contracted by it in its
capacity as a limited liability company;
WHEREAS, as a result of the Conversion and without need for
any further action, the Notes and the Indenture are the continuing obligations
of the Company and the Old Certificate is owned by the Company;
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WHEREAS, the Old Certificate evidencing the Company's
ownership of the Pledged Stock is being canceled in exchange for a new
certificate (the "New Certificate") evidencing such ownership registered in the
name of REV Holdings LLC; and
WHEREAS, the Company and the Trustee are entering into this
Supplemental Indenture to reflect the foregoing.
NOW, THEREFORE, the Company and the Trustee mutually covenant
and agree for the equal and ratable benefit of the Noteholders as follows:
ARTICLE I
Assumption and Confirmation by the Company
Section 1.1. Assumption and Confirmation of the Notes. The
Company hereby expressly assumes and agrees, and confirms its continuing
obligation notwithstanding the Conversion, 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 the Company under the
Indenture and the Notes. The Company hereby confirms (i) its continuing
agreement to be bound by all the terms, provisions and conditions of the
Indenture and the Notes notwithstanding the Conversion, and (ii) that it may
exercise every right and power of the Company under the Indenture and the Notes
notwithstanding the Conversion.
Section 1.2. Trustee's Acceptance. The Trustee hereby accepts
this Supplemental Indenture and agrees to perform the same under the terms and
conditions set forth in the Indenture.
Section 1.3. Schedule I. Schedule I to the Indenture is hereby
replaced by Schedule I to this Supplemental Indenture to reflect the replacement
of the Old Certificate by the New Certificate.
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ARTICLE II
Miscellaneous
Section 2.1. Defined Terms; Effect of Supplemental Indenture.
Capitalized terms used herein but not otherwise defined have the meanings given
to them in the Indenture. Upon the execution and delivery of this Supplemental
Indenture by the Company and the Trustee, the Indenture shall be supplemented in
accordance herewith, and this Supplemental Indenture shall form a part of the
Indenture for all purposes, and every Noteholder heretofore or hereafter
authenticated and delivered under the Indenture shall be bound thereby.
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 Supplemental Indenture is an indenture supplemental to and in
implementation of the Indenture, and the Indenture and this Supplemental
Indenture shall henceforth be read and construed together.
Section 2.4. Confirmation and Preservation of Indenture. The
Indenture as supplemented by this Supplemental Indenture is in all respects
confirmed and preserved.
Section 2.5. Conflict with Trust Indenture Act. If any
provision of this 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 Supplemental Indenture, the provision of the TIA shall
control. If any provision of this 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 Supplemental Indenture, as the case may be.
Section 2.6. Severability. In case any provision in this
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. Benefits of Supplemental Indenture. Nothing in
this Supplemental Indenture or the Notes, express or implied, shall give to any
Person, other than the parties hereto and thereto and their successors hereunder
and thereunder and the Noteholders, any benefit of any legal or equitable right,
remedy or claim under the Indenture, this Supplemental Indenture or the Notes.
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Section 2.8. Successors. All agreements of the Company in this
Supplemental Indenture shall bind its successors. All agreements of the Trustee
in this Supplemental Indenture shall bind its successors.
Section 2.9. Certain Duties and Responsibilities of the
Trustee. In entering into this Supplemental Indenture, the Trustee shall be
entitled to the benefit of every provision of the Indenture and the Notes
relating to the conduct or affecting the liability or affording protection to
the Trustee, whether or not elsewhere herein so provided.
Section 2.10. Governing Law. This 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 2.11. Multiple Originals. The parties may sign any
number of copies of this Supplemental Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. One signed copy
is enough to prove this Supplemental Indenture.
Section 2.12. Headings. The Article and Section headings
herein are have been inserted for convenience of reference only, are not
intended to be considered a part hereof and shall not modify or restrict any of
the terms or provisions hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed as of the date first written above.
REV HOLDINGS LLC
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Executive Vice President
WILMINGTON TRUST COMPANY,
as Trustee
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: Vice President
Schedule I
Pledged Shares
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Issuer Class of Security Certificate No. No. of Shares
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Revlon, Inc. Class A Common Stock R1709 4,186,104
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