exv10w23






EXECUTION VERSION




AMENDED AND RESTATED

CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT




          This AMENDED AND RESTATED CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this
“Agreement”), dated as of October 13, 2009, by and between Revlon, Inc., a Delaware
corporation (the “Company”), and MacAndrews & Forbes Holdings Inc., a Delaware corporation
(“MacAndrews & Forbes,” and together with the Company, the “parties”) amends and
restates the CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of October 8, 2009, by and
between Company and MacAndrews & Forbes.




W I T N E S S E T H




          WHEREAS, MacAndrews & Forbes and Revlon Consumer Products Corporation, a Delaware corporation
and the Company’s wholly-owned operating subsidiary (“RCPC”), are parties to that certain
Senior Subordinated Term Loan Agreement, dated as of January 30, 2008 (as amended by Amendment No.
1 thereto, dated as of November 14, 2008, Amended and Restated Amendment No. 2 thereto, dated as of
September 23, 2009 and as it may be further amended, supplemented or otherwise modified from time
to time, the “Senior Subordinated Term Loan Agreement”);




          WHEREAS, the Company’s Board of Directors has authorized, and the Company has consummated, an
exchange offer, on the terms and subject to the conditions set forth in the Schedule TO filed by
the Company with the United States Securities and Exchange Commission on August 10, 2009 (as
amended on August 11, 2009, August 19, 2009, August 27, 2009, September 3, 2009, September 11,
2009, September 18, 2009, September 24, 2009 and October 8, 2009) (the “Exchange Offer”),
pursuant to which each share of the Company’s Class A common stock, $0.01 par value (the “Class
A Common Stock”), held by the Company’s stockholders was exchangeable for one share of the
Company’s Series A preferred stock of the Company, par value $0.01 per share (the “Series A
Preferred Stock”);




          WHEREAS, pursuant to Section 1 of that certain Contribution and Stockholder Agreement, dated
as of August 9, 2009, by and between the Company and MacAndrews & Forbes (as amended by Amendment
No. 1 thereto, dated as of September 23, 2009 and as it may be further amended, supplemented or
otherwise modified from time to time, the “Contribution Agreement”), MacAndrews & Forbes
agreed to contribute to the Company, effective upon the consummation of the Exchange Offer, $5.21
of the principal amount of the loan under the Senior Subordinated Term Loan Agreement, for each
share of Class A Common Stock exchanged in the Exchange Offer (provided that MacAndrews & Forbes
shall not contribute more than $105.43 million of the outstanding principal amount of the loan
under the Senior Subordinated Term Loan Agreement); and




          WHEREAS, approximately 9,336,905 shares of Class A Common Stock were exchanged in the Exchange
Offer, including 4,512 shares delivered pursuant to guaranteed delivery procedures.




          NOW, THEREFORE, in consideration of the premises and for other good and






 









 







valuable consideration given to each party hereto, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:




          1. Contribution and Assignment. Effective as of October 8, 2009, on the terms and
subject to the conditions set forth herein, MacAndrews & Forbes does hereby contribute, assign and
convey to the Company all of MacAndrews & Forbes’ right, title and interest in its capacity as
Lender in and to, and all of MacAndrews & Forbes’ rights, obligations, duties and interests as
Lender under the Senior Subordinated Term Loan Agreement, with respect to $48,645,275.05 of the
principal amount of the Loan (as defined under the Senior Subordinated Term Loan Agreement) (the
“Contributed Loan”)).




          2. Acceptance and Assumption. Effective as of October 8, 2009, on the terms and
subject to the conditions set forth herein, the Company does hereby accept and assume all of
MacAndrews & Forbes’ right, title and interest in and to the Contributed Loan and assume all
rights, obligations, duties and interests of MacAndrews & Forbes relating thereto under the Senior
Subordinated Term Loan Agreement.




          3. Further Assurances. From time to time at or after the effective date of this
Agreement, each of the parties to this Agreement shall cooperate and use its reasonable efforts to
take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary,
proper or advisable under applicable laws to consummate and make effective the transactions
contemplated hereby.




          4. Notices. All notices, consents, requests and demands to or upon the respective
parties hereto to be effective shall be in writing and, unless otherwise expressly provided herein,
shall be deemed to have been duly given or made when delivered by hand, or three Business Days
after being deposited in the mail, certified mail, return receipt requested, postage prepaid, or,
in the case of telecopy or electronic mail notice, when sent and receipt has been confirmed,
addressed as follows (or to such other address as may be hereafter notified by any of the
respective parties hereto):




	 	 	 	 	 	 	 
	 	 	If to the Company, to:
	 
	 	 	 	 	 	 
	 	 	 	 	Revlon, Inc.
	 	 	 	 	237 Park Avenue
	 	 	 	 	New York, NY 10017
	 

	 	 	 	Telecopy:
	 	(212) 527-5693
	 

	 	 	 	Attention:
	 	Robert K. Kretzman, Esq.
	 

	 	 	 	 	 	Executive Vice President, Chief Legal Officer
	 

	 	 	 	 	 	and General Counsel






-2-









 






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	with copies (which shall not constitute notice) to:
	 
	 	 	 	 	 	 
	 	 	 	 	Skadden, Arps, Slate, Meagher & Flom LLP
	 	 	 	 	Four Times Square
	 	 	 	 	New York, NY 10036
	 

	 	 	 	Telecopy:
	 	(212) 735-2000
	 

	 	 	 	Attention:
	 	Franklin M. Gittes, Esq.
	 

	 	 	 	 	 	Alan C. Myers, Esq.
	 
	 	 	 	 	 	 
	 	 	If to MacAndrews & Forbes, to:
	 
	 	 	 	 	 	 
	 	 	 	 	MacAndrews & Forbes Holdings, Inc.
	 	 	 	 	35 East 62 Street
	 	 	 	 	New York, NY 10065
	 

	 	 	 	Telecopy:
	 	(212) 572-8439
	 

	 	 	 	Attention:
	 	Barry F. Schwartz
	 

	 	 	 	 	 	Executive Vice Chairman
	 
	 	 	 	 	 	 
	 	 	with a copy (which shall not constitute notice) to:
	 
	 	 	 	 	 	 
	 	 	 	 	Wachtell, Lipton, Rosen & Katz
	 	 	 	 	51 West 52nd Street
	 	 	 	 	New York, NY 10025
	 

	 	 	 	Telecopy:
	 	(212) 403-2000
	 

	 	 	 	Attention:
	 	Adam O. Emmerich, Esq.
	 

	 	 	 	 	 	Trevor S. Norwitz, Esq.






          5. Counterparts. This Agreement may be executed by the parties to this Agreement on
any number of separate counterparts (including by facsimile transmission), and all of said
counterparts taken together shall be deemed to constitute one and the same instrument.




          6. Severability. Any provision of this Agreement which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.




          7. GOVERNING LAWS. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.




          8. Submission To Jurisdiction; Waivers. Each of the Company and MacAndrews & Forbes
hereby irrevocably and unconditionally:





	 	(a)	 	submits for itself and its property in any legal action or proceeding relating
to this Agreement, or for recognition and enforcement of any judgment in respect
thereof, to the non-exclusive general jurisdiction of the Courts of the State of New
York, the courts of the United States of America for the Southern District of New




-3-









 






	 	 	 	York, and appellate courts from any thereof;
	 
	 	(b)	 	consents that any such action or proceeding may be brought in such courts and
waives any objection that it may now or hereafter have to the venue of any such action
or proceeding in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;
	 
	 	(c)	 	agrees that service of process in any such action or proceeding may be effected
by mailing a copy thereof by registered or certified mail (or any substantially similar
form of mail), postage prepaid, to the other party at its address set forth in Section
4 hereof or at such other address of which such party shall have been notified pursuant
thereto;
	 
	 	(d)	 	agrees that nothing herein shall affect the right to effect service of process
in any other manner permitted by law or shall limit the right to sue in any other
jurisdiction; and
	 
	 	(e)	 	waives, to the maximum extent not prohibited by law, any right it may have to
claim or recover in any legal action or proceeding referred to in this subsection any
special, exemplary, punitive or consequential damages.





              9. WAIVERS OF JURY TRIAL. THE COMPANY AND MACANDREWS & FORBES HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
AND FOR ANY COUNTERCLAIM THEREIN.




[REST OF PAGE INTENTIONALLY LEFT BLANK]






-4-









 








          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the day and year first above written.




	 	 	 	 	 
	 	REVLON, INC.

 	 
	 	By:  	/s/ Robert K. Kretzman
 	 
	 	 	Name:  	Robert K. Kretzman 	 
	 	 	Title:  	Executive Vice President, Human
Resources, Chief Legal Officer and General Counsel 	 
	 
	 	MACANDREWS & FORBES HOLDINGS INC.

 	 
	 	By:  	/s/ Barry F. Schwartz
 	 
	 	 	Name:  	Barry F. Schwartz 	 
	 	 	Title:  	Executive Vice Chairman