March 24, 2004
Mafco Holdings Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxxx
Executive Vice President and
General Counsel
Facsimile: (000) 000-0000
email: xxxxxxxxx@xxxxxx.xxx
Ladies and Gentlemen:
Reference is made to that certain exchange support agreement dated as
of February 11, 2004 (as amended, the "Support Agreement") by and between
Revlon, Inc. and Mafco Holdings Inc. Capitalized terms used herein and not
defined shall have the meaning ascribed to such terms in the Support
Agreement.
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 an Aggregate Offering Amount (and an Aggregate Back-Stop 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. Accordingly, notwithstanding anything contained in the Support
Agreement to the contrary, Revlon shall not conduct the Rights Offering and
that M&F shall not purchase the Back-Stop Shares. For the avoidance of doubt,
this shall not (i) affect Revlon's obligations with respect to the Additional
Offerings, (ii) reduce the Aggregate Additional Offering Amount (which, as a
result of this letter agreement, is currently $109,661,000) or (iii) affect
M&F's obligations to purchase the Aggregate Additional Back-Stop Amount
(which, as a result of this letter agreement, is an aggregate investment
amount of $109,661,000).
As modified hereby, the Support Agreement and its terms and
conditions are hereby ratified and confirmed for all purposes and in all
respects.
[Execution Page Follows]
Very truly yours,
REVLON, INC.
/s/ Xxxxxx X. Xxxxxxxx
By:________________________
Name: Xxxxxx X. Xxxxxxxx
Title: Executive Vice President,
Chief Legal Officer
and Secretary
Acknowledged and Agreed:
Mafco Holdings Inc.
/s/ Xxxx X. Xxxxxxx
______________________________
Authorized Signature
______________________________
Xxxx X. Xxxxxxx
Executive Vice President and
Chief Financial Officer
Acknowledged and Agreed:
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)
[Signature Page to Mafco Support Amendment]
