SECOND AMENDMENT TO TAX SHARING AGREEMENT
This is the Second Amendment dated as of January 1, 1997 to the TAX
SHARING AGREEMENT entered into as of June 24, 1992 (as amended on February 28,
1995) (the "Agreement"), by and among MAFCO HOLDINGS, INC., a Delaware
corporation ("Parent"), REVLON HOLDINGS INC., a Delaware corporation
("Holdings"), REVLON, INC., a Delaware corporation ("Public Co."), REVLON
CONSUMER PRODUCTS CORPORATION, a Delaware corporation ("Operating Co.") and the
Subsidiaries of Public Co. that are signatories hereto (capitalized terms used
herein and not otherwise defined shall have the meanings ascribed to them in
the Agreement).
RECITALS
The Agreement provides that Public Co. shall make certain payments in
respect of taxes to Holdings and Operating Co. and its Subsidiaries shall make
certain payments to Public Co. in respect of taxes under circumstances as
provided in the Agreement. The parties desire to amend the Agreement as set
forth herein.
AGREEMENT
For good and valuable consideration, the parties hereto agree as
follows:
1. Amendment of Section 4(b). Section 4(b) of the Agreement is hereby
amended and restated in its entirety as follows:
"(b) Each of the Subsidiaries of Operating Co. agrees to pay to
Operating Co. an amount equal to its liability for Federal, state and
local income taxes (including estimated taxes), if any; such liability
to be determined as if such Subsidiary had not been included in the
consolidated income tax return for the Parent Group with respect to
such Taxable Period but had instead filed its own separate return for
such Taxable Period but otherwise calculated in accordance with the
principles of Paragraphs 1(c), 1(e), 3(a) and 3(b) hereof, no later
than one business day prior to the date upon which the relevant
payment by Operating Co. to Public Co. is required to be made under
the terms hereof or, if no such payment by Operating Co. is required
to be made hereunder, not later than one business day prior to the due
date of the Parent Group's consolidated
Federal income tax return or any relevant combined state or local
income tax return (or the relevant due date for the payment of
Estimated Taxes), as the case may be, for such Taxable Period.
Operating Co. agrees to pay to Public Co. its share, if any, of each
of the items of Public Co. Group's Federal Tax and Public Co. Group's
State and Local Tax and of payments of Estimated Tax, each such share
to be determined in accordance with the principles of Paragraphs 1(c),
1(e), 3(a) and 3(b) hereof as if Operating Co. had not been included
in the consolidated income tax return for the Parent Group with
respect to such Taxable Period but had instead filed its own
consolidated return for such Taxable Period, no later than one
business day prior to the date upon which the relevant payment by
Public Co. is required to be made under the terms hereof. Public Co.
agrees to pay to Operating Co. its share of any payment received by
Public Co. from Parent or Holdings pursuant to this Agreement and
Operating Co. agrees to pay to each Subsidiary of Operating Co. its
share of any payment received by Operating Co. from Public Co.
pursuant to this Agreement, in each case, each such share to be
determined in accordance with the principles of Paragraphs 1(c), 1(e),
3(a) and 3(b) hereof as if Operating Co. or such Subsidiary of
Operating Co., as the case may be, had not been included in the
consolidated income tax return for the Parent Group with respect to
such Taxable Period but had instead filed its own consolidated return
for such Taxable Period, as promptly as practicable following the
receipt of any such payment and the determination of such share."
2. Amendment of Section 5. Section 5 of the Agreement is hereby
amended and restated in its entirety as follows:
"5. Restricted Payments. Notwithstanding any other provision of
this Agreement, in no event shall any payment be made by Operating Co.
to Public Co. pursuant to this Agreement to the extent that and for so
long as such payment is prohibited under or is inconsistent with the
terms of that certain Credit Agreement dated as of June 24, 1992,
among Operating Co., the lenders that are parties thereto, the Chase
Manhattan Bank, N.A., Chemical Bank and Citibank, N.A., as Managing
Agents for the lenders, and Chemical Bank, as Administrative Agent,
and any credit agreement resulting from the refinancing of such
Agreement (any such agreement and refinancing agreement shall be
referred to as the "Credit Agreement"). To the extent that and for so
long as any such payment by Operating Co. to Public Co. is prohibited,
Public Co. shall not be required to make the corresponding payments to
Holdings; provided that Public Co. shall be liable to pay over such
amount promptly upon termination of such prohibition."
3. This Second Amendment shall be effective as of January 1, 1997.
Except as amended by this Second Amendment, the Agreement shall remain
unchanged and in full force and effect.
-2-
IN WITNESS WHEREOF, each of the parties has caused this Agreement to
be executed by its respective duly authorized officer as of the date first
above written.
MAFCO HOLDINGS INC.
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
REVLON HOLDINGS INC.
By: /s/ Xxxxxxx X. Dessen
--------------------------------
Name: Xxxxxxx X. Dessen
Title: Senior Vice President
REVLON, INC.
By: /s/ Xxxxxxx X. Dessen
--------------------------------
Name: Xxxxxxx X. Dessen
Title: Senior Vice President
REVLON CONSUMER PRODUCTS CORPORATION
By: /s/ Xxxxxxx X. Dessen
--------------------------------
Name: Xxxxxxx X. Dessen
Title: Senior Vice President
ALMAY, INC.
AMERICAN CREW, INC.
APPLIED SCIENCE & TECHNOLOGIES INC.
XXXXXXXXXX PARFUMS LTD.
XXXXXXX XXXXXX INC.
CREATIVE NAIL DESIGN, INC.
XXXXX XXXXXX INC.
FASHION & DESIGNER FRAGRANCE GROUP, INC.
FERMODYL PROFESSIONALS INC.
GENERAL WIG MANUFACTURERS, INC.
NORTH AMERICA REVSALE INC.
OXFORD PROPERTIES CO.
PACIFIC FINANCE & DEVELOPMENT CORP.
PPI TWO CORPORATION
PRESTIGE FRAGRANCE & COSMETICS, INC.
-3-
XXXXXXXX XXXXXXXXXX, LTD.
REALISTIC/ROUX PROFESSIONAL PRODUCTS INC.
REVLON COMMISSARY SALES, INC.
REVLON CONSUMER CORP.
REVLON GOVERNMENT SALES, INC.
REVLON INTERNATIONAL CORPORATION
REVLON PROFESSIONAL, INC.
REVLON PROFESSIONAL PRODUCTS INC.
REVLON RECEIVABLES SUBSIDIARY, INC.
RIROS CORPORATION
RIT INC.
ROUX LABORATORIES, INC.
For and on behalf of the above-listed
companies:
By: /s/ Xxxxxxx X. Dessen
--------------------------------
Name: Xxxxxxx X. Dessen
Title: Vice President
-4-
