EXHIBIT 10.21
FIRST AMENDMENT TO THE
REGISTRATION RIGHTS AGREEMENT
First Amendment dated as of July 31, 2001 to the Registration Rights
Agreement between REV Holdings Inc., formerly known as Revlon Worldwide
Corporation ("Revlon Worldwide") and Revlon, Inc. (the "Company") dated as of
March 5, 1996 (the "Registration Rights Agreement).
WHEREAS, Revlon Worldwide and the Company desire to amend the
Registration Rights Agreement; and
WHEREAS, the Board of Directors of the Company has authorized the
officers of the Company to execute and deliver this First Amendment to the
Registration Rights Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties agree to amend the Registration Rights Agreement
as follows:
1. The definition of "Registrable Securities" set forth in Section 1 is
amended by deleting it and replacing it with the following:
"Registrable Securities" means (a) the Class A Common Stock owned by
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Revlon Worldwide upon completion of the offerings, and the Class A Common Stock
issuable upon the conversion of the Class B Common Stock owned by Revlon
Worldwide upon the completion of the Offerings, (b) any Class A Common Stock
acquired by Revlon Worldwide in the open market or otherwise, including by
transfer or contribution from any affiliate or any newly issued Class A Common
Stock, or any Class A Common Stock issuable upon the conversion of any other
securities of the Company in each case at a time when Revlon Worldwide is deemed
to be an Affiliate (as such term is defined under Rule 144 under the Securities
Act) of the Company so long as (i) such Common Stock has not been transferred by
Revlon Worldwide to a person that is not a Permitted Transferee (as such term is
defined in the Certificate of Incorporation of the Company) and (ii) Revlon
Worldwide or such Permitted Transferee continues to be deemed an Affiliate of
the Company, and (c) any securities issued or issuable in respect of the Class A
Common Stock or Class B Common Stock referred to in clause (a) and (b) above, by
way of stock dividend or stock split or in connection with a combination of
shares, recapitalization, reclassification, merger or consolidation, and any
other securities issued pursuant to any other pro rata distribution with respect
to such Common Stock. For purposes of this Agreement, a Registrable Security
ceases to be a Registrable Security when (x) it has been effectively registered
under the Securities Act and sold or distributed to the public in accordance
with an effective registration statement covering it (and has not been
reacquired in the manner described in clause (b) above), or (y) it is sold or
distributed to the public pursuant to Rule 144 (or any successor or similar
provision) under the Securities Act.
2. Except as set forth herein all other terms and conditions of the
Registration Rights Agreement remain unchanged.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to the Registration Rights Agreement be duly executed by their respective
authorized officers as of the date first above written.
REV Holdings Inc.
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Vice President
Revlon, Inc.
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: Senior Vice President
