AMENDMENT TO INVESTMENT AGREEMENT
THIS AMENDMENT TO INVESTMENT AGREEMENT (this "Amendment") is made
this 24th day of March 2004 by and between Revlon, Inc., a Delaware
corporation (the "Company"), and Mafco Holdings Inc., a Delaware corporation
(the "Investor").
W I T N E S S E T H:
WHEREAS, the parties have entered into an Investment Agreement dated
February 20, 2004 (the "Investment Agreement");
WHEREAS, in light of the results of the Exchange Offer in which the
aggregate principal amount of Additional Tendered Notes equals $190,339,000,
which results in a Second Offering Amount of $9,661,000, the parties agree
that the costs and expenses, including, without limitation, legal, accounting
and printing expenses, as well as the use of organizational resources, in a
$9,661,000 rights offering would be unduly disproportionate and that it would
be a better use of corporate resources to add this amount to the additional
debt reduction which is to be completed by March 31, 2006; and
WHEREAS, the parties have determined to amend the Investment
Agreement pursuant to Section 9.6 thereof, as provided herein.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained in this Amendment, the parties hereto
hereby agree as follows:
Section 1. Definitions. Capitalized terms used herein and not defined
shall have the meaning ascribed to such terms in the Investment Agreement.
Section 2. Second Rights Offering. Notwithstanding anything contained
in Section 4 of the Investment Agreement to the contrary, the Company shall
not conduct the Second Rights Offering and the Investor shall not purchase the
Second Stage Back-Stop Shares. For the avoidance of doubt, this Amendment
shall not (i) affect the Company's obligations with respect to the Third Stage
Offerings, (ii) reduce the Third Stage Offering Amount (which, as a result of
this Amendment, is currently $109,661,000) or (iii) affect the Investor's
obligations to purchase shares of Class A Common Stock for an aggregate amount
of cash equal to the Third Stage Back-Stop Amount (which, as a result of this
Amendment, is currently $109,661,000).
Section 3. Miscellaneous.
3.1 Ratification of Investment Agreement. As modified hereby, the
Investment Agreement and its terms and provisions are hereby ratified and
confirmed for all purposes and in all respects.
3.2 Counterparts. This Amendment may be executed in two or more
counterparts, which may be by facsimile, each of which will be deemed an
original but all of which together will constitute one and the same
instrument. All such counterparts will be deemed an original, will be
construed together and will constitute one and the same instrument.
3.3 Headings. The headings in this Amendment are for reference
purposes only and will not in any way affect the meaning or interpretation of
this Amendment.
[Execution Page Follows]
IN WITNESS WHEREOF, the parties have duly executed this Amendment as
of the date first above written.
REVLON, INC.
/s/ Xxxxxx X. Xxxxxxxx
By:________________________________
Name: Xxxxxx X. Xxxxxxxx
Title: Executive Vice President,
Chief Legal Officer
MAFCO HOLDINGS INC.
/s/ Xxxx X. Xxxxxxx
By:______________________________
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President
and Chief Financial
Officer
Acknowledged and Agreed
pursuant to Section 9.10
of the Investment Agreement:
Fidelity Management & Research Co.
/s/ Xxxx Xxx Xxxxx
_______________________________
Authorized Signature
Xxxx Xxx Xxxxx
Assistant General Counsel
_______________________________
(Type or Print Name and Title of
Authorized Signatory)
