exv4w24





Exhibit 4.24




Execution Version




REVLON CONSUMER PRODUCTS CORPORATION




93/4% Senior Secured Notes Due 2015



REGISTRATION RIGHTS AGREEMENT



November 23, 2009




CITIGROUP GLOBAL MARKETS INC.

BANC OF AMERICA SECURITIES LLC

CREDIT SUISSE SECURITIES (USA) LLC

J.P. MORGAN SECURITIES INC.




As Representatives of the Initial Purchasers

c/o Citigroup Global Markets Inc.

388 Greenwich Street

New York, NY 10013




Dear Sirs:




          Revlon Consumer Products Corporation, a Delaware corporation (“Revlon” or the “Issuer”),
proposes to issue and sell to Citigroup Global Markets Inc., Banc of America Securities LLC, Credit
Suisse Securities (USA) LLC and J.P. Morgan Securities Inc. as representatives of certain initial
purchasers (the “Initial Purchasers”) listed on Schedule 1 of a purchase agreement dated November
13, 2009 (the “Purchase Agreement”), upon the terms set forth therein, its 93/4% Senior Secured Notes
due 2015 (the “Notes”) to be guaranteed by Revlon, Inc. and each subsidiary listed on Schedule III
of the Purchase Agreement (such subsidiaries, together with Revlon, Inc., the “Guarantors”).
Capitalized terms used but not specifically defined herein are defined in the Purchase Agreement.
As an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction
of a condition to the Initial Purchasers’ obligations thereunder, Revlon and the Guarantors agree
with you, for the benefit of the holders of the Notes (including the Initial Purchasers) (the
“Holders”), as follows:




          1. Registered Exchange Offer. Revlon shall, at its cost, prepare and, not later than
150 days after the Closing Date (or, if the 150th day is not a business day, the first
business day thereafter), shall file with the Securities and Exchange Commission (the “Commission”)
a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under
the Securities Act of 1933, as amended (the “1933 Act”), with respect to a proposed offer (the
“Registered Exchange Offer”) to the Holders to issue and deliver to such Holders, in exchange for
the Notes, a like principal amount of debt securities (the “Exchange Notes”) of Revlon with terms
substantially identical in all material respects to the Notes (except that the Exchange Notes will
not contain terms with respect to transfer restrictions and interest rate increases), shall use its











 



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reasonable best efforts to cause the Exchange Offer Registration Statement to become effective
under the 1933 Act no later than 210 days after the Closing Date (or, if the 210th day
is not a business day, the first business day thereafter) and shall use its reasonable best efforts
to keep the Exchange Offer Registration Statement effective under the 1933 Act until the close of
business on the 210th day following the expiration of the Registered Exchange Offer (such period
being called the “Exchange Offer Registration Period”) for use by Exchanging Dealers (as defined
below) as contemplated in Section 4(g) below. Revlon shall be deemed not to have used its
reasonable best efforts to keep the Exchange Offer Registration Statement effective during the
Exchange Offer Registration Period if it voluntarily takes any action that would result in
Exchanging Dealers not being able to use such Registration Statement as contemplated in such
Section 4(g), unless (i) such action is required by applicable law or (ii) such action is taken by
Revlon in good faith and for valid business reasons (not including avoidance of Revlon’s
obligations hereunder), including, but not limited to, the acquisition or divestiture of assets, so
long as Revlon promptly thereafter complies with the requirements of Section 4(j) hereof, if
applicable. The Exchange Notes will be issued under the Indenture.




          Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer shall promptly
commence the Registered Exchange Offer and use its reasonable best efforts to consummate the
Registered Exchange Offer no later than 270 days after the Closing Date (or, if the
270th day is not a business day, the first business day thereafter), it being the
objective of such Registered Exchange Offer to enable each Holder electing to exchange Notes for
Exchange Notes (assuming that such Holder is not an affiliate of Revlon within the meaning of the
1933 Act, acquires the Exchange Notes in the ordinary course of such Holder’s business and has no
arrangements or understandings with any person to participate, and is not participating, in the
distribution of the Exchange Notes) to trade such Exchange Notes from and after their receipt
without any limitations or restrictions under the 1933 Act and without material restrictions under
the securities laws of a substantial proportion of the several states of the United States.
Notwithstanding the foregoing, the Holders (including the Initial Purchasers) and Revlon
acknowledge that, pursuant to current interpretations by the Commission’s staff of Section 5 of the
1933 Act, and in the absence of an applicable exemption therefrom, (i) each Holder (including any
Initial Purchaser) which is a broker-dealer electing to exchange the Notes, acquired for its own
account as a result of market making activities or other trading activities, for the Exchange Notes
(an “Exchanging Dealer”), is required to deliver a prospectus containing substantially the
information set forth in Annex A hereto on the outside back cover page, in Annex B hereto in “The
Exchange Offer” section, and in Annex C hereto in the “Plan of Distribution” section of such
prospectus in connection with a sale of any such Exchange Notes received by such Exchanging Dealer
pursuant to the Registered Exchange Offer and (ii) each Initial Purchaser which elects to sell
Exchange Notes acquired in exchange for the Notes constituting any portion of an unsold allotment
is required to deliver a prospectus containing the information required by Items 507 and/or 508 of
Regulation S-K under the 1933 Act, as applicable, in connection with such a sale.




          If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds the Notes
constituting any portion of an unsold allotment acquired by it











 



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as part of its initial distribution, the Issuer, simultaneously with the delivery of the
Exchange Notes pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial
Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”)
for the Notes held by such Initial Purchaser, a like principal amount of the Exchange Notes issued
under the Indenture and identical in all material respects (including the existence of restrictions
on transfer under the 1933 Act and the securities laws of the several states of the United States,
but not with respect to interest rate increases) to the Notes (the “Private Exchange Notes”; the
Notes, the Exchange Notes and the Private Exchange Notes being hereinafter referred to collectively
as the “Securities”). The Issuer will use reasonable efforts to cause the Private Exchange Notes
to bear the same CUSIP number as the Exchange Notes.




          In connection with the Registered Exchange Offer, the Issuer shall:





     (a) mail to each Holder of record a copy of the prospectus forming part of the
Exchange Offer Registration Statement, together with an appropriate letter of transmittal
and related documents;




     (b) keep the Registered Exchange Offer open for not less than 30 days (or longer if
required by applicable law) and not more than 60 days after the date notice thereof is
mailed to the Holders of record;




     (c) utilize the services of a depositary for the Registered Exchange Offer with an
address in the Borough of Manhattan, The City of New York, or St. Paul, Minnesota, which
may be the Trustee or an affiliate of the Trustee;




     (d) permit Holders to withdraw tendered Notes at any time prior to the close of
business, New York City time, on the last business day on which the Registered Exchange
Offer shall remain open; and




     (e) otherwise comply in all respects with all applicable laws.



          As soon as practicable after the close of the Registered Exchange Offer or the Private
Exchange, as the case may be, the Issuer shall:





     (a) accept for exchange all Notes validly tendered and not validly withdrawn pursuant
to the Registered Exchange Offer and the Private Exchange;




     (b) deliver to the Trustee for cancellation all Notes so accepted for exchange; and




     (c) cause the Trustee promptly to authenticate and deliver to each Holder of record of
the Notes either Exchange Notes or Private Exchange Notes, as the case may be, equal in
principal amount to the Notes of such Holder so accepted for exchange.



          The Indenture will provide that the Exchange Notes will not be subject to the transfer
restrictions applicable to the Notes set forth in the Indenture and that all











 



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Securities issued under the Indenture will vote and consent together on all matters as one
class and that none of the Securities issued under the Indenture will have the right to vote or
consent as a class separate from one another on any matter.




          Notwithstanding any other provisions hereof, the Issuer shall ensure that (i) any Exchange
Offer Registration Statement and any amendment thereto and any prospectus forming part thereof and
any supplement thereto complies in all material respects with the 1933 Act and the rules and
regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto
does not, when it becomes effective, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein not
misleading and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and
any supplement to such prospectus, does not include an untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements, in the light of the
circumstances under which they were made, not misleading.




          Each Holder participating in the Registered Exchange Offer shall be required to represent to
the Issuer that at the time of the consummation of the Registered Exchange Offer (i) any Exchange
Notes received by such Holder will be acquired in the ordinary course of business, (ii) such Holder
will have no arrangements or understanding with any person to participate in the distribution of
the Notes or the Exchange Notes within the meaning of the 1933 Act, (iii) such Holder is not an
“affiliate”, as defined in Rule 405 of the 1933 Act, of Revlon or, if it is an affiliate, such
Holder acknowledges that it must comply with the registration and prospectus delivery requirements
of the 1933 Act to the extent applicable, (iv) if such Holder is not a broker-dealer, that it is
not engaged in, and does not intend to engage in, a distribution of the Exchange Notes and (v) if
such Holder is a broker-dealer, that it will receive Exchange Notes for its own account in exchange
for the Notes that were acquired as a result of market-making activities or other trading
activities and that it will be required to acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Notes.




          2. Shelf Registration. If, (i) because of any change in law or applicable
interpretations thereof by the Commission’s staff, the Issuer determines that it is not permitted
to effect the Registered Exchange Offer as contemplated by Section 1 hereof, (ii) for any other
reason the Exchange Offer Registration Statement is not declared effective by the 210th day after
the Closing Date (or, if the 210th day is not a business day, the first business day
thereafter) or the Registered Exchange Offer is not consummated by the 270th day after the Closing
Date (or, if the 270th day is not a business day, the first business day thereafter),
(iii) any Initial Purchaser so requests with respect to the Notes (or Private Exchange Notes) held
by it following consummation of the Registered Exchange Offer, (iv) any Holder (other than an
Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case
of any Holder (other than an Exchanging Dealer) or Initial Purchaser that participates in the
Registered Exchange Offer, such Holder or Initial Purchaser does not receive freely tradeable
Exchange Notes in exchange for the exchanged Notes (in the case of an Initial Purchaser
constituting any portion of an unsold allotment) (it being understood that the requirement that an
Initial Purchaser deliver a prospectus in connection with sales of the Exchange











 



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Notes acquired in the Registered Exchange Offer in exchange for the Notes acquired as a result
of market-making activities or other trading activities, shall not result in such Exchange Notes
not being “freely tradeable” for purposes of this Section 2) or (v) if the Issuer so elects, the
following provisions shall apply:




          (a) The Issuer shall, at its cost, as promptly as practicable file with the Commission and
thereafter shall use its reasonable best efforts to cause to be declared effective a shelf
registration statement on an appropriate form under the 1933 Act relating to the offer and sale of
the Notes by the Holders or the Exchange Notes or the Private Exchange Notes by the Initial
Purchasers, as applicable, from time to time in accordance with the methods of distribution elected
by such Holders or the Initial Purchasers, as applicable, and set forth in such registration
statement (hereafter, a “Shelf Registration Statement” and, together with any Exchange Offer
Registration Statement, a “Registration Statement”).




          (b) The Issuer shall use its reasonable best efforts to keep the Shelf Registration Statement
continuously effective in order to permit the prospectus forming part thereof to be usable by
Holders or the Initial Purchasers, as applicable, for a period of one year from the date the Shelf
Registration Statement is declared effective by the Commission or such shorter period that will
terminate when all the Notes covered by the Shelf Registration Statement (x) have been sold
pursuant to the Registration Statement or (y) cease to be outstanding (in any such case, such
period being called the “Shelf Registration Period”). The Issuer shall be deemed not to have used
its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite
period if Revlon voluntarily takes any action that would result in Holders of Securities covered
thereby not being able to offer and sell such Securities during that period, unless (i) such action
is required by applicable law, or (ii) such action is taken by Revlon in good faith and for valid
business reasons (not including avoidance of Revlon’s obligations hereunder), including, but not
limited to, the acquisition or divestiture of assets, so long as the Issuer promptly thereafter
complies with the requirements of Section 4(j) hereof, if applicable.




          (c) Notwithstanding any other provisions hereof, the Issuer shall ensure that (i) any Shelf
Registration Statement and any amendment thereto and any prospectus forming part thereof and any
supplement thereto complies in all material respects with the 1933 Act and the rules and
regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either
case, other than with respect to information furnished to the Issuer by or on behalf of any Holder
specifically for use therein) does not, when it becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading and (iii) any prospectus forming part of any Shelf
Registration Statement, and any supplement to such prospectus (in either case, other than with
respect to information furnished to the Issuer by or on behalf of any Holder specifically for use
therein), does not include an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements, in the light of the circumstances under which they were
made, not misleading.












 



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          3. Additional Interest. (a) If (i) neither the Exchange Offer Registration Statement
nor the Shelf Registration Statement, as the case may be, is filed with the Commission on or prior
to the date which is 150 days following the Closing Date (or, if the 150th day is not a
business day, the first business day thereafter), (ii) the Exchange Offer Registration Statement or
the Shelf Registration Statement, as the case may be, is not declared effective within 210 days
after the Closing Date (or, if the 210th day is not a business day, the first business
day thereafter), (iii) the Exchange Offer Registration Statement is declared effective, the
Registered Exchange Offer is not consummated on or prior to 270 days after the Closing Date (or, if
the 270th day is not a business day, the first business day thereafter), (iv) the Issuer
is required to file the Shelf Registration Statement in accordance with Section 2, the Issuer does
not so file the Shelf Registration Statement on or prior to the date which is 270 days after the
Issuer’s obligation to file a Shelf Registration Statement arises (or, if the 270th day
is not a business day, the first business day thereafter), or (v) the applicable Registration
Statement is filed and declared effective or so designated but shall thereafter cease to be
effective or usable (at any time that the Issuer is obligated to maintain the effectiveness
thereof) without being again effective within 30 days or being succeeded within 30 days by an
additional Registration Statement filed and declared effective or immediately effective (each such
event referred to in clauses (i) through (v), a “Registration Default”), the Issuer shall be
obligated to pay additional interest (“Additional Interest”) to each Holder of Transfer Restricted
Notes, during the period of one or more such Registration Defaults (which period shall not include
the date on which all Registration Defaults have been cured), at a rate of 0.25% per annum on the
applicable principal amount of Transfer Restricted Notes held by such Holder for the first 90-day
period immediately following the occurrence of a Registration Default, and such rate will increase
by an additional 0.25% with respect to each subsequent 90-day period until all Registration
Defaults have been cured, provided that the maximum additional rate may in no event exceed
0.50% per annum. Such obligation to pay Additional Interest shall survive until (i) the applicable
Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared
effective and the Registered Exchange Offer is consummated with respect to all properly tendered
Notes, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration
Statement again becomes effective (or is superseded by another effective Shelf Registration
Statement), as the case may be. Following the cure of all Registration Defaults, the accrual of
Additional Interest will cease.




          Notwithstanding anything to the contrary in this Section 3(a), the Issuer shall not be
required to pay Additional Interest to a Holder of Transfer Restricted Notes if such Holder failed
to comply with its obligations to make the representations set forth in the last paragraph of
Section 1 or failed to provide the information required to be provided by it, if any, pursuant to
Section 4(n).




          Notwithstanding anything to the contrary in this Section 3(a), a Registration Default referred
to in clause (v) above will be deemed not to have occurred and be continuing if such Registration
Default has occurred solely as a result of, in relation to a Shelf Registration Statement or the
related prospectus, the filing of a post-effective amendment to such Shelf Registration Statement
and for such time as is reasonably necessary to incorporate our annual audited financial
information, quarterly











 



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financial information or other required information where such post-effective amendment is not
yet effective and needs to be declared effective to permit Holders of the Notes to use the related
prospectus, and the Issuer is using its reasonable best efforts to have such post-effective
amendment declared effective.




          (b) The Issuer shall notify the Trustee and the paying agent under the Indenture immediately
upon the happening of each and every Registration Default. The Issuer shall pay the Additional
Interest due on the Transfer Restricted Notes by depositing with the paying agent (which may not be
the Issuer for these purposes), in trust, for the benefit of the Holders thereof, prior to 11:00
a.m., New York City time, on the next applicable interest payment date specified by the Indenture
and the Notes, sums sufficient to pay the Additional Interest then due. The Additional Interest
due shall be payable on each applicable interest payment date specified by the Indenture and the
Notes to the record holder entitled to receive the interest payment to be made on such date. Each
obligation to pay Additional Interest shall be deemed to accrue from and include the date of the
applicable Registration Default.




          (c) The parties hereto agree that the Additional Interest provided for in this Section 3
constitutes a reasonable estimate of and is intended to constitute the sole damages that will be
suffered by Holders of Transfer Restricted Notes by reason of the failure of (i) the Shelf
Registration Statement or the Exchange Offer Registration Statement to be filed, (ii) the Shelf
Registration Statement to remain effective or (iii) the Exchange Offer Registration Statement to be
declared effective and the Registered Exchange Offer to be consummated, in each case to the extent
required by this Agreement.




          4. Registration Procedures. In connection with any Shelf Registration Statement and,
to the extent applicable, any Exchange Offer Registration Statement, the following provisions shall
apply:




          (a) The Issuer shall (i) furnish to each Initial Purchaser, prior to the filing thereof with
the Commission, a copy of the Registration Statement and each amendment thereof and each
supplement, if any, to the prospectus included therein and shall use its reasonable best efforts to
reflect in each such document, when so filed with the Commission, such comments as the Initial
Purchasers reasonably may propose; (ii) include the information set forth in Annex A hereto on the
outside back cover page, in Annex B hereto in “The Exchange Offer” section, and in Annex C hereto
in the “Plan of Distribution” section of the prospectus forming a part of the Exchange Offer
Registration Statement, and include the information set forth in Annex D hereto in the Letter of
Transmittal delivered pursuant to the Registered Exchange Offer, in each case subject to any
change, addition, deletion or moving of such disclosure required by the Commission; (iii) if
requested by an Initial Purchaser, include the information required by Items 507 and/or 508 of
Regulation S-K under the 1933 Act, as applicable, in the prospectus forming a part of the
Registration Statement; and (iv) in the case of a Shelf Registration Statement, include the names
of the Holders who propose to sell Securities pursuant to the Shelf Registration Statement, as
selling security holders.












 



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          (b) (1) The Issuer shall advise (which advice pursuant to clause (ii) below shall be
accompanied by an instruction to suspend the use of the prospectus until the requisite changes have
been made) the Initial Purchasers and, in the case of a Shelf Registration Statement, the Holders
of Securities included therein, and, in the case of an Exchange Offer Registration Statement, any
Exchanging Dealer which has provided in writing to the Issuer a telephone or facsimile number or
address for notices, and, if requested by you or any such Holder or Exchanging Dealer, confirm such
advice in writing:





     (i) when any Registration Statement and any amendment thereto has been filed with the
Commission and when the Registration Statement or any post-effective amendment thereto has
become effective; and




     (ii) of any request by the Commission for amendments or supplements to the
Registration Statement or the prospectus included therein or for additional information.



          (2) The Issuer shall advise (which advice pursuant to clause (i), (ii) or (iii) below shall
be accompanied by an instruction to suspend the use of the prospectus until the requisite changes
have been made) the Initial Purchasers and, in the case of a Shelf Registration Statement, the
Holders of Securities included therein, and, in the case of an Exchange Offer Registration
Statement, any Exchanging Dealer which has provided in writing to the Issuer a telephone or
facsimile number or address for notices, and, if requested by the Initial Purchasers or any such
Holder or Exchanging Dealer, confirm such advice in writing:





     (i) of the issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement or the initiation of any proceedings for that purpose;




     (ii) of the receipt by the Issuer of any notification with respect to the suspension
of the qualification of the Securities included therein for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose; and




     (iii) of the happening of any event that requires the making of any changes in the
Registration Statement or the prospectus so that, as of such date, the statements therein
are not misleading and do not omit to state a material fact required to be stated therein
or necessary to make the statements therein (in the case of the prospectus, in light of the
circumstances under which they were made) not misleading.



          (c) The Issuer shall make every reasonable effort to obtain the withdrawal of any order
suspending the effectiveness of any Registration Statement at the earliest possible time.




          (d) The Issuer shall furnish to each Holder of Securities included within the coverage of any
Shelf Registration Statement (including any Exchanging Dealer











 



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which so requests in writing or any Initial Purchaser), without charge and upon request, at
least one copy of such Shelf Registration Statement and any post-effective amendment thereto,
including financial statements and schedules, and, if the Holder so requests in writing, all
exhibits (including those incorporated by reference).




          (e) The Issuer shall, during the Shelf Registration Period, deliver to each Holder of
Securities included within the coverage of any Shelf Registration Statement, without charge, as
many copies of the prospectus (including each preliminary prospectus) included in such Shelf
Registration Statement and any amendment or supplement thereto as such Holder may reasonably
request; and the Issuer consents to the use of the prospectus or any amendment or supplement
thereto by each of the selling Holders of Securities in connection with the offering and sale of
the Securities covered by the prospectus or any amendment or supplement thereto.




          (f) The Issuer shall furnish to each Exchanging Dealer or Initial Purchaser, as applicable,
which so requests, without charge, at least one copy of the Exchange Offer Registration Statement
and any post-effective amendment thereto, including financial statements and schedules, and, if the
Exchanging Dealer or Initial Purchaser, as applicable, so requests in writing, all exhibits
(including those incorporated by reference).




          (g) The Issuer shall, during the Exchange Offer Registration Period, promptly deliver to each
broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange
Act of 1934, as amended (the “1934 Act”)) of Exchange Notes received by such broker-dealer in the
Registered Exchange Offer (a “Participating Broker-Dealer”) and such other persons as may be
required to deliver a prospectus following the Registered Exchange Offer, without charge, as many
copies of the prospectus included in such Exchange Offer Registration Statement and any amendment
or supplement thereto as such person may reasonably request for delivery by such person in
connection with a sale of Exchange Notes received by it pursuant to the Registered Exchange Offer;
and the Issuer consents to the use of the prospectus or any amendment or supplement thereto by any
such Participating Broker-Dealer or other person as aforesaid.




          (h) Prior to any public offering of Securities pursuant to any Registration Statement, the
Issuer shall use its reasonable best efforts to register or qualify or cooperate with the Holders
of Securities included therein and their respective counsel in connection with the registration or
qualification of such Securities for offer and sale under the securities or blue sky laws of such
jurisdictions as any such Holder reasonably requests in writing and do any and all other acts or
things necessary or advisable to enable the offer and sale in such jurisdictions of the Securities
covered by such Registration Statement; provided, however, that Revlon shall not be
required to qualify generally to do business in any jurisdiction where it is not then so qualified
or to take any action which would subject it to general service of process or to taxation in any
such jurisdiction where it is not then so subject.












 



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          (i) The Issuer shall cooperate with the Holders of Securities to facilitate the timely
preparation and delivery of certificates representing the Securities to be sold pursuant to any
Shelf Registration Statement free of any restrictive legends and in such denominations and
registered in such names as Holders may request prior to sales of the Securities pursuant to such
Shelf Registration Statement.




          (j) Upon the occurrence of any event contemplated by paragraph (b)(2)(iii) above, the Issuer
shall promptly prepare a post-effective amendment to the Registration Statement or a supplement to
the related prospectus or file any other required document so that, as thereafter delivered to
purchasers of the Securities included therein, the prospectus will not include an untrue statement
of a material fact or omit to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading. If the Issuer notifies
the Initial Purchasers, the Holders and any known Participating Broker-Dealer in accordance with
paragraphs (1)(ii) or (2)(i) through (iii) of Section 4(b) above to suspend the use of the
prospectus until the requisite changes to the prospectus have been made, then the Initial
Purchasers, the Holders and any such Participating Broker-Dealers shall suspend use of such
prospectus.




          (k) Not later than the effective date of the applicable Registration Statement, the Issuer
shall provide a CUSIP number for the Notes, the Exchange Notes or the Private Exchange Notes, as
the case may be, and provide the trustee with printed global certificates for the Notes, the
Exchange Notes or the Private Exchange Notes, as the case may be, in a form eligible for deposit
with The Depository Trust Company (it being expressly understood that the Exchange Notes will
continue to be held in book-entry form in the same manner as the Notes).




          (l) The Issuer shall comply with all applicable rules and regulations of the Commission and
shall make generally available to its security holders as soon as practicable after the effective
date of the applicable Registration Statement an earnings statement satisfying the provisions of
Section 11(a) of the 1933 Act.




          (m) The Issuer shall cause the Indenture to be qualified under the Trust Indenture Act of
1939, as amended, in a timely manner. In the event that such qualification would require the
appointment of a new trustee under the Indenture, the Issuer shall appoint a new trustee thereunder
pursuant to the applicable provisions of the Indenture.




          (n) The Issuer may require each Holder of Securities to be sold pursuant to any Shelf
Registration Statement to furnish to the Issuer such information regarding the Holder and the
distribution of such Securities as the Issuer may from time to time reasonably require for
inclusion in such Registration Statement, and the Issuer may exclude from such Registration
Statement the Securities of any Holder that fails to furnish such information within a reasonable
time after receiving such request.




          (o) The Issuer shall enter into such customary agreements (including if requested an
underwriting agreement in customary form) and take all such other action, if











 



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any, as any Holder shall reasonably request in order to facilitate the disposition of the
Securities pursuant to any Shelf Registration Statement.




          (p) In the case of any Shelf Registration Statement, the Issuer shall (i) make reasonably
available for inspection by the Holders, and any underwriter participating in any disposition
pursuant to a Registration Statement, and any attorney, accountant or other agent retained by the
Holders or any such underwriter, all relevant financial and other records, pertinent corporate
documents and properties of the Issuer and (ii) cause the Issuer’s officers, directors and
employees to supply all relevant information reasonably requested by the Holders or any such
underwriter, attorney, accountant or agent in connection with any such Registration Statement;
provided, however, that if any information is designated in writing by the Issuer,
in good faith, as confidential at the time of delivery of such information, the Holders or any such
underwriter, attorney, accountant or other agent, shall agree to keep such information
confidential, unless such disclosure is made in connection with a court proceeding or required by
applicable law, regulation or judicial process or at the request of any regulatory entity,
governmental agency or authority, or self-regulatory agency or stock exchange having, or reasonably
claiming to have, regulatory powers over any such recipient’s activities, or such information
becomes available to the public generally or through a third party, other than by such Holder,
underwriter, attorney, accountant or other agent, without an accompanying obligation of
confidentiality.




          (q) In the case of any Exchange Offer Registration Statement, the Issuer shall (i) make
reasonably available for inspection by the Initial Purchasers, but in each case only in such firm’s
capacity as an Exchanging Dealer and with the express understanding that each such firm shall be
acting solely for itself and not on behalf of any other party, including, without limitation, any
other Exchanging Dealer, all relevant financial and other records, pertinent corporate documents
and properties of the Issuer and (ii) cause the Issuer’s officers, directors and employees to
supply all information reasonably requested by any of them; provided, however, that
if any information that is designated in writing by the Issuer, in good faith, as confidential at
the time of delivery of such information, the Initial Purchasers shall agree to keep such
information confidential unless such disclosure is made in connection with a court proceeding or
required by applicable law, regulation or judicial process or at the request of any regulatory
entity, governmental agency or authority, or self-regulatory agency or stock exchange having, or
reasonably claiming to have, regulatory powers over any such recipient’s activities, or such
information becomes available to the public generally or through a third party, other than by such
Initial Purchasers, without an accompanying obligation of confidentiality. The Issuer understands
and recognizes that the Initial Purchasers, as participants in the offering of the Notes, and their
authorized representatives have obligations and defenses under the various securities laws,
regulations, principles and related case law including in connection with complete and correct
disclosure to investors, “due diligence” and obligations imposed by applicable standards of
professional conduct. Nothing in this Section 4(q) shall limit in any respect (a) the ability of
the Initial Purchasers to comply in full with such obligations and (b) the ability of any party or
its agents to retain and disclose such information provided by the Issuer pursuant to this
Section 4(q) that such











 



12



Initial Purchaser believes, in good faith, is necessary to establish any claim or defense in
connection with any claims, action or proceeding to which it is a party.




          (r) In the case of any Shelf Registration Statement, the Issuer, if requested by any Holder,
shall cause (x) its counsel to deliver an opinion relating to the Securities included within the
coverage of such Shelf Registration Statement in customary form, (y) its officers to execute and
deliver all customary documents and certificates requested by any underwriters of the Securities
and (z) its independent public accountants to provide to the selling Holders and any underwriter
therefor a comfort letter in customary form.




          (s) In the case of any Exchange Offer Registration Statement, the Issuer, if requested by the
Initial Purchasers, but in each case only in such firm’s capacity as an Exchanging Dealer and with
the express understanding that each such firm shall be acting solely for itself and not on behalf
of any other party, including, without limitation, any other Exchanging Dealer, in connection with
any prospectus delivery as contemplated in paragraph (g) above, shall use its reasonable best
efforts to cause, on and as of the effective date of the Exchange Offer Registration Statement,
(x) its counsel to deliver an opinion relating to the Exchange Offer Registration Statement and the
Exchange Notes in customary form, (y) its officers to execute and deliver all customary documents
and certificates requested and (z) its independent public accountants to provide a comfort letter
in customary form, subject to receipt of appropriate documentation (including the delivery of a
customary representation letter), as contemplated by Statement on Auditing Standards No. 72.




          (t) If a Registered Exchange Offer or a Private Exchange is to be consummated, upon delivery
of the Notes by Holders to the Issuer (or to such other person as directed by the Issuer) in
exchange for the Exchange Notes or the Private Exchange Notes, as the case may be, the Issuer shall
mark, or cause to be marked, on the Notes so exchanged that such Notes are being canceled in
exchange for the Exchange Notes or the Private Exchange Notes, as the case may be; in no event
shall the Notes be marked as paid or otherwise satisfied.




          (u) The Issuer shall pay interest on the Notes for failure to comply with its obligations
under Section 1 or Section 2, as applicable, in accordance with the terms of the Notes.




          5. Registration Expenses. Revlon shall bear all expenses incurred in connection with
the performance of its obligations under Sections 1, 2 and 4 hereof and, in the event of any Shelf
Registration Statement, shall reimburse the Holders for the reasonable fees and disbursements of
one firm or counsel designated by the Holders of a majority in aggregate principal amount of the
Securities to be registered thereunder to act as counsel for the Holders in connection therewith up
to $25,000 in the aggregate, and, in the case of any Exchange Offer Registration Statement, shall
reimburse the Initial Purchasers, as applicable, for the reasonable fees and disbursements of
counsel in connection therewith up to $25,000 in the aggregate, whether or not the Exchange Offer
Registration Statement or a Shelf Registration Statement is filed or becomes effective.












 



13




          6. Indemnification. (a) In connection with a Shelf Registration or in connection
with any prospectus delivery pursuant to a Registered Exchange Offer by an Exchanging Dealer as
contemplated in Section 4(g) above, Revlon shall indemnify and hold harmless each Holder, the
directors, officers, employees and agents of each Holder, if any, and each person, if any, who
controls such Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
as follows:





     (i) against any and all losses, claims, damages or liabilities, joint or several, to
which they or any of them may become subject under the 1933 Act, the 1934 Act or other
Federal or state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof), arise out of or are
based upon any untrue statement or alleged untrue statement of a material fact contained in
any such Registration Statement or any prospectus forming part thereof or arise out of or
are based upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein (in the case of any
prospectus, in the light of the circumstances under which they were made) not misleading;
and




     (ii) promptly, upon demand and as incurred, against any and all legal or other
expenses reasonably incurred (including, subject to Section 6(c) hereof, the reasonable
fees and disbursements of counsel chosen by the indemnified party) in connection with
investigating or defending against any litigation, or any investigation or proceeding by
any governmental or regulatory agency or body, commenced or threatened, or any losses,
claims, damages or liabilities whatsoever based upon any such untrue statement or omission,
or any such alleged untrue statement or omission;


provided, however, that this indemnity shall not apply to any loss, claim, damage,
liability or expense to the extent arising out of or based upon any untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity with written
information furnished to the Issuer by the indemnified party expressly for use in such Registration
Statement or any prospectus forming part thereof.




          (b) In the event of a Shelf Registration Statement, each Holder shall indemnify and hold
harmless the Issuer, its directors, officers, employees and agents and each person, if any, who
controls the Issuer within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
against any and all loss, liability, claim, damage and expense described in the indemnity contained
in Section 6(a) hereof, as incurred, but only with respect to untrue statements or omissions, or
alleged untrue statements or omissions, made in any such Registration Statement (or any amendment
or supplement thereto) in reliance on and in conformity with written information furnished to the
Issuer by such Holder expressly for use in such Registration Statement (or in such amendment or
supplement); provided, however, that no such Holder shall be liable for any
indemnity claims hereunder in excess of the amount of net proceeds received by such Holder from the
sale of Securities pursuant to such Shelf Registration Statement.












 



14




          (c) Each indemnified party shall give notice promptly to each indemnifying party of any action
commenced against it in respect of which indemnity may be sought hereunder, but failure to so
notify an indemnifying party (i) will not relieve it from liability under paragraph (a) or (b)
above unless and to the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not,
in any event, relieve the indemnifying party from any obligations to any indemnified party other
than the indemnification obligation provided in paragraph (a) or (b) above. If any such claim or
action shall be brought against an indemnified party, the indemnifying party shall be entitled to
participate therein and, to the extent that it wishes, jointly with any other similarly notified
indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the
indemnified party. Except as set forth below, after notice from the indemnifying party to the
indemnified party of its election to assume the defense of such claim or action, the indemnifying
party shall not be liable to the indemnified party under this Section 6 for any legal or other
expenses subsequently incurred by the indemnified party in connection with the defense thereof
(other than reasonable costs of investigation). Notwithstanding the indemnifying party’s election
to appoint counsel to represent the indemnified party in an action, the indemnified party shall
have the right to employ separate counsel (including local counsel), and the indemnifying party
shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of
counsel chosen by the indemnifying party to represent the indemnified party would present such
counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any
such action include both the indemnified party and the indemnifying party and the indemnified party
shall have reasonably concluded that there may be legal defenses available to it and/or other
indemnified parties which are different from or additional to those available to the indemnifying
party; (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the
indemnified party to represent the indemnified party within a reasonable time after notice of the
institution of such action; or (iv) the indemnifying party shall authorize the indemnified party in
writing to employ separate counsel at the expense of the indemnifying party. It is understood,
however, that the indemnifying party shall, in connection with any one such action or separate but
substantially similar or related actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of only one separate
firm of attorneys (in addition to any local counsel) at any time for all such indemnified parties
and controlling persons. An indemnifying party shall not be liable under this Section 6 to any
indemnified party regarding any settlement or compromise or consent to the entry of any judgment
with respect to any pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the indemnified parties are
actual or potential parties to such claim or action) unless such settlement, compromise or consent
is consented to by such indemnifying party (which consent shall not be unreasonably withheld), but
if settled with its written consent or if there be a final judgment for the plaintiff in any such
action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and
against any loss or liability by reason of such settlement or judgment. An indemnifying party
shall not, without the prior written consent of the indemnified party (which consent shall not be
unreasonably











 



15



withheld), settle or compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise or consent includes
an unconditional release of each indemnified party from all liability arising out of such claim,
action, suit or proceeding.




          (d) In the event that the indemnity provided for in Sections 6(a) through (c) hereof is
unavailable to or insufficient to hold harmless an indemnified party for any reason, Revlon and the
applicable Holder or Holders severally agree to contribute to the aggregate losses, claims,
damages, liabilities and expenses (including legal or other expenses reasonably incurred in
connection with investigating or defending the same), contemplated by said indemnity (collectively
“Losses”), to which Revlon and such Holder or Holders may be subject. Revlon will be responsible
for the portion of such Losses represented by the percentage that the aggregate consideration
received by Revlon from the sale by it of the Securities sold by such Holder bears to the aggregate
principal amount of Securities sold by such Holder and such Holder will be responsible for the
balance of such Losses; provided, however, that no person found guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) by a court of
competent jurisdiction shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 6, each person, if any, who controls a
Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have
the same rights to contribution as such Holder and each director and officer of Revlon and each
person, if any, who controls Revlon within the meaning of Section 15 of the 1933 Act or Section 20
of the 1934 Act shall have the same rights to contribution as Revlon.




          (e) The agreements contained in this Section 6 shall survive the sale of the Securities
pursuant to a Registration Statement and shall remain in full force and effect, regardless of any
termination or cancelation of this Agreement or any investigation made by or on behalf of any
indemnified party.




          7. Underwritten Registrations. (a) “Transfer Restricted Notes” means each Security
until the earliest of (i) the date on which such Transfer Restricted Note has been exchanged by a
person other than a broker-dealer for a freely transferable Exchange Note in the Registered
Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered Exchange Offer of
a Transfer Restricted Note for an Exchange Note, the date on which such Exchange Note is sold to a
purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the
prospectus contained in the Exchange Offer Registration Statement, (iii) the date on which such
Transfer Restricted Note has been effectively registered under the 1933 Act and disposed of in
accordance with the Shelf Registration Statement or (iv) the date on which such Transfer Restricted
Note is distributed to the public pursuant to Rule 144 under the 1933 Act or is saleable pursuant
to Rule 144 without limitations.




          (b) If any of the Transfer Restricted Notes covered by any Shelf Registration are to be sold
in an underwritten offering, the investment banker or











 



16



investment bankers and manager or managers that will administer the offering (“Managing
Underwriters”) will be selected by the Holders of a majority in aggregate principal amount of such
Transfer Restricted Notes to be included in such offering.




          No person may participate in any underwritten registration hereunder unless such person (i)
agrees to sell such person’s Transfer Restricted Notes on the basis reasonably provided in any
underwriting arrangements approved by the persons entitled hereunder to approve such arrangements
and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such underwriting
arrangements.




          8. Miscellaneous. (a) Amendment and Waivers. The provisions of this
Agreement may not be amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, unless Revlon has obtained the written consent of Holders
of a majority in aggregate principal amount of the Securities. Notwithstanding the foregoing, a
waiver or consent to depart from the provisions hereof with respect to a matter that relates
exclusively to the rights of Holders whose Securities are being sold pursuant to a Registration
Statement and that does not directly or indirectly affect the rights of other Holders may be given
by Holders of a majority in aggregate principal amount of the Securities being sold by such Holders
pursuant to such Registration Statement.




          (b) Notices. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand-delivery, first-class mail, telecopier, or air courier
guaranteeing overnight delivery:





     (i) if to a Holder, at the most current address given by such Holder to the Issuer in
accordance with the provisions of this Section 8(b), which address initially is, with
respect to each Holder, the address of such Holder maintained by the Registrar (as such
term is defined in the Indenture) under the Indenture, with a copy in like manner to the
Initial Purchasers;




     (ii) if to the Initial Purchasers, initially at the respective addresses set forth in
the Purchase Agreement with copies to the parties specified therein; and




     (iii) if to the Issuer, initially at its address set forth in the Purchase Agreement,
with copies to the parties specified therein.



          All such notices and communications shall be deemed to have been duly given when received.




          The Initial Purchasers or Revlon by notice to the other may designate additional or different
addresses for subsequent notices or communications.




          (c) Successors and Assigns. This Agreement shall be binding upon Revlon and its
successors and assigns.












 



17




          (d) Counterparts. This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same agreement.




          (e) Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.




          (f) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK. Specified times of day refer to New York City time.




          (g) THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE
COURTS IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN ANY SUIT OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.




          (h) Severability. If any one or more of the provisions contained herein, or the
application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity,
legality and enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.




          (i) Securities Held by the Issuer. Whenever the consent or approval of Holders of a
specified percentage of principal amount of Securities is required hereunder, Securities held by
the Issuer or any of its affiliates (other than subsequent Holders of Securities if such subsequent
Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall
not be counted in determining whether such consent or approval was given by the Holders of such
required percentage.




          (j) No Inconsistent Agreements. Revlon has not, as of the date hereof, entered into,
nor shall it, on or after the date hereof, enter into, any agreement with respect to its securities
that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the
provisions hereof.




          (k) Copies of Agreement. Revlon shall provide a copy of this Agreement to prospective
purchasers of the Notes identified to them by the Initial Purchasers upon request.














 



 




          Please confirm that the foregoing correctly sets forth the agreement between Revlon, the
Guarantors and the several Initial Purchasers.




	 	 	 	 	 
	 	Very truly yours,



REVLON CONSUMER PRODUCTS CORPORATION,

 	 
	 	By:  	/s/ Michael T. Sheehan
 	 
	 	 	Name:  	Michael T. Sheehan 	 
	 	 	Title:  	Senior Vice President,
Deputy General Counsel
and Secretary 	 
	 



	 	 	 	 	 
	 	EACH OF THE GUARANTORS LISTED ON SCHEDULE III OF THE PURCHASE AGREEMENT,

 	 
	 	By:  	/s/ Michael T. Sheehan
 	 
	 	 	Name:  	Michael T. Sheehan 	 
	 	 	Title:  	Senior Vice President and
Secretary - Revlon Inc.,
Vice President and
Secretary, other Guarantors 	 
	 



[Registration Rights Agreement Signature Page]














 



 




	 	 	 	 	 
	CONFIRMED AND ACCEPTED	 	 
	   as of the date first above written:	 	 
	 
	 	 	 	 
	CITIGROUP GLOBAL MARKETS INC.,	 	 
	 
	 	 	 	 
	By:

	 	/s/ Caesar W. Wyszomirski	 	 
	 

	 	 	 	 
	 

	 	Name: Caesar W. Wyszomirski	 	 
	 

	 	Title: Director	 	 
	 
	 	 	 	 
	BANC OF AMERICA SECURITIES LLC	 	 
	 
	 	 	 	 
	By:

	 	/s/ Thomas M. Brown	 	 
	 

	 	 	 	 
	 

	 	Name: Thomas M. Brown	 	 
	 

	 	Title: Managing Director	 	 
	 
	 	 	 	 
	CREDIT SUISSE SECURITIES (USA) LLC,	 	 
	 
	 	 	 	 
	By:

	 	/s/ Edward L. Neuburg	 	 
	 

	 	 	 	 
	 

	 	Name: Edward L. Neuburg	 	 
	 

	 	Title: Managing Director	 	 
	 
	 	 	 	 
	J.P. MORGAN SECURITIES INC.,	 	 
	 
	 	 	 	 
	By:

	 	/s/ Gerard J. Murray	 	 
	 

	 	 	 	 
	 

	 	Name: Gerard J. Murray	 	 
	 

	 	Title: Managing Director	 	 






For themselves and the other several Initial Purchasers

listed on Schedule I of the Purchase Agreement




[Registration Rights Agreement Signature Page]














 



 




ANNEX A TO

REGISTRATION AGREEMENT




          Each broker-dealer that receives Exchange Notes for its own account pursuant to the
Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the
meaning of the 1933 Act. This Prospectus, as it may be amended or supplemented from time to time,
may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange
for the Notes where such Notes were acquired by such broker-dealer as a result of market-making
activities or other trading activities. The Issuer has agreed that, for a period of 210 days after
the Expiration Date (as defined herein), it will make this Prospectus available to any
broker-dealer for use in connection with any such resale. See “Plan of Distribution”.














 



 




ANNEX B TO

REGISTRATION AGREEMENT




          Each broker-dealer that receives Exchange Notes for its own account in exchange for the Notes,
where such Notes were acquired by such broker-dealer as a result of market-making activities or
other trading activities, must acknowledge that it will deliver a prospectus in connection with any
resale of such Exchange Notes. See “Plan of Distribution”.














 



 




ANNEX C TO

REGISTRATION AGREEMENT




PLAN OF DISTRIBUTION




          Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange
Offer must acknowledge that it will deliver a prospectus in connection with any resale of such
Exchange Notes. This Prospectus, as it may be amended or supplemented from time to time, may be
used by a broker-dealer in connection with resales of Exchange Notes received in exchange for
Existing Notes where such Existing Notes were acquired as a result of market-making activities or
other trading activities. The Issuer has agreed that for a period of 210 days after the Expiration
Date, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for
use in connection with any such resale. In addition, until •, 200•, all dealers
effecting transactions in the Exchange Notes may be required to deliver a prospectus. 1




          The Issuer will not receive any proceeds from any sale of Exchange Notes by broker-dealers.
Exchange Notes received by broker-dealers for their own account pursuant to the Exchange Offer may
be sold from time to time in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Notes or a combination of such methods
of resale, at market prices prevailing at the time of resale, at prices related to such prevailing
market prices or negotiated prices. Any such resale may be made directly to purchasers or to or
through brokers or dealers who may receive compensation in the form of commissions or concessions
from any such broker-dealer and/or the purchasers of any such Exchange Notes. Any broker-dealer
that resells Exchange Notes that were received by it for its own account pursuant to the Exchange
Offer and any broker or dealer that participates in a distribution of such Exchange Notes may be
deemed to be an “underwriter” within the meaning of the 1933 Act and any profit on any such resale
of Exchange Notes and any commissions or concessions received by any such persons may be deemed to
be underwriting compensation under the 1933 Act. The Letter of Transmittal states that by
acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an “underwriter” within the meaning of the 1933 Act.




          For a period of 210 days after the Expiration Date, the Issuer will promptly send additional
copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer
that requests such documents in the Letter of Transmittal. The Issuer has agreed to pay all
expenses incident to the Exchange Offer other than commissions or concessions of any brokers or
dealers and will indemnify the holders of the Notes (including any broker-dealers) against certain
liabilities, including liabilities under the 1933 Act.






 




			
	1	 	The legend required by Item 502(b) of
Regulation S-K must appear on the back page of the Exchange Offer Prospectus,
if required.










 



 






ANNEX D TO

REGISTRATION AGREEMENT




Rider A





	o	 	CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF
THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.




Name:

Address:




Rider B



If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in,
and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a
broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it
represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of
market-making or other trading activities and acknowledges that it will deliver a prospectus in
connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the
meaning of the 1933 Act.