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$41	Preview Subscribers	2007	Revlon, Inc. Revlon, Inc. (77K) Doc #3244249: Click preview link for longer preview. AMENDED AND RESTATED BY-LAWS OF REVLON, INC. Dated as of December 10, 2007 TABLE OF CONTENTS ARTICLE I OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. Place of Meetings 1 Section 2. Annual . . . 3244249	Revlon Revlon, Inc. ( Personal & Household Products ) As referenced in this Revlon, Inc.: REVLON, INC. – EX-3.1 2 file2.htm AMENDED AND RESTATED BY-LAWS OF REVLON, INC. Exhibit 3.1 AMENDED AND RESTATED BY-LAWS OF REVLON, INC. Dated as of December 10, 2007 TABLE OF CONTENTS ARTICLE I OFFICES Section 1. Registered Office 1 Section _____________ REVLON, INC. – Exhibit 3.1 AMENDED AND RESTATED BY-LAWS OF REVLON, INC. Dated as of December 10, 2007 TABLE OF CONTENTS ARTICLE I OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. _____________ REVLON, INC. – Laws 19 Section 2. Entire Board of Directors 20 ARTICLE XII GENERAL PROVISIONS Section 1. Seal 20 Section 2. Fiscal Year 20 iv BY-LAWS (as amended and restated) OF REVLON, INC. (hereinafter called the ?Corporation?) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State _____________ dt 1873500 ;	Revlon Revlon, Inc. ( Personal & Household Products ) As referenced in this Revlon, Inc.: REVLON, INC. – EX-3.1 2 file2.htm AMENDED AND RESTATED BY-LAWS OF REVLON, INC. Exhibit 3.1 AMENDED AND RESTATED BY-LAWS OF REVLON, INC. Dated as of December 10, 2007 TABLE OF CONTENTS ARTICLE I OFFICES Section 1. Registered Office 1 Section _____________ REVLON, INC. – Exhibit 3.1 AMENDED AND RESTATED BY-LAWS OF REVLON, INC. Dated as of December 10, 2007 TABLE OF CONTENTS ARTICLE I OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. _____________ REVLON, INC. – Laws 19 Section 2. Entire Board of Directors 20 ARTICLE XII GENERAL PROVISIONS Section 1. Seal 20 Section 2. Fiscal Year 20 iv BY-LAWS (as amended and restated) OF REVLON, INC. (hereinafter called the ?Corporation?) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State _____________ dt 1873503
$39	Subscribers	2006	Consolidated Financial Data Consolidated Financial Data (25K) Doc #2670083: This document is immediately available for purchase, but does not have a preview available for viewing. 2670083	Revlon Revlon, Inc. ( Personal & Household Products ) ;	Revlon Revlon, Inc. ( Personal & Household Products )
$33	Subscribers	2006	Consolidated Financial Data Consolidated Financial Data (25K) Doc #2678431: This document is immediately available for purchase, but does not have a preview available for viewing. 2678431	Revlon Revlon, Inc. ( Personal & Household Products ) ;	Revlon Revlon, Inc. ( Personal & Household Products )
$58	Preview Subscribers	2002	Deed of Trust, Assignment of Rents and Leases Deed of Trust, Assignment of Rents and Leases (129K) Doc #120406: Click preview link for longer preview. DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES AND SECURITY AGREEMENT from REVLON CONSUMER PRODUCTS CORPORATION, Grantor to FIRST AMERICAN TITLE INSURANCE COMPANY, Trustee for the use and benefit of WILMINGTON TRUST COMPANY, AS COLLATERAL AGENT for holders of the Note Obligations, Beneficiary (COLLATERAL IS OR INCLUDES FIXTURES) DATED AS OF NOVEMBER 30, 2001 This Deed of Trust has been prepared by and after recording, please return to: Cravath, Swaine & Moore Worldwide Plaza 825 Eighth Avenue New York, New York 10019-7474 Attention: Joyce Law, Esq. {PAGE} North Carolina (COLLATERAL IS OR INCLUDES FIXTURES) DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES AND SECURITY AGREEMENT THIS DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES AND SECURITY AGREEMENT, dated as of November 30, 2001, is made by Revlon Consumer Products Corporation, a Delaware corporation ("Grantor"), whose address is c/o Revlon, Inc., 625 Madison Avenue, New York, New York 10022, Attention: Vice President and Deputy General Counsel, to First American Title Insurance Company, a North Carolina corporation ("Trustee"), whose address is 101 North Elm Street, Suite 100, Greensboro, North Carolina 27401, for the use and benefit of Wilmington Trust Company, whose address is Rodney Square North, 1100 N. Market Street, Wilmington, Delaware 19890, as collateral agent for holders of the Note Obligations (in such capacity, "Beneficiary", which term shall be deemed to include the successors and assigns of Beneficiary). References to this "Deed of Trust" shall mean this instrument and any and all renewals, modifications, amendments, supplements, extensions, consolidations, substitutions, spreaders and replacements of this instrument. Background Grantor and Beneficiary, as trustee (in such capacity, the "Indenture Trustee"), are parties to the Indenture dated November 26, 2001 (as amended, supplemented or otherwise modified from time to time, the "Indenture") among the Grantor, the Guarantors identified on the signature pages thereto and the Trustee, providing for the issuance of Grantor's 12% Senior Secured Notes Due 2005 (the "Notes"); and A. Grantor is party to the Second Amended and Restated Credit Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") among Grantor, the local borrowing subsidiaries party thereto, the financial institutions party thereto, JPMorgan Chase Bank ("Chase"), as administrative agent (in such capacity, the "Bank Agent"), the other agents party thereto and the arranger party thereto; and B. (i) To secure the Bank Obligations (as defined in the Collateral Agency Agreement referred to herein), Grantor has granted to the Administrative Agent (as defined in the Collateral Agency Agreement), for the benefit of the holders of the Bank Obligations, a first priority security interest in the Trust Property (the "First Deed Lien"), and (ii) to secure the Note Obligations (as defined in the Collateral Agency Agreement), the Grantor now intends hereby to grant to Beneficiary, for the benefit of the holders of the Note Obligations (as defined in the Collateral Agency Agreement), a second priority security interest in the Trust Property (it being understood that the relative rights and priorities of the grantees in respect of the Trust Property are governed by the Collateral Agency Agreement); and {PAGE} 2 C. Grantor (i) is the owner of the fee simple estate in the parcel(s) of real property described on Schedule A attached hereto (the "Land") and (ii) owns the buildings, improvements, structures and fixtures now or subsequently located on the Land (the "Improvements"; the Land and the Improvements being collectively referred to as the "Real Estate"). Granting Clauses For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor agrees that to secure the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Note Obligations; GRANTOR HEREBY CONVEYS TO TRUSTEE AND HEREBY GRANTS, ASSIGNS, TRANSFERS AND SETS OVER TO TRUSTEE, IN TRUST WITH POWER OF SALE FOR THE USE AND BENEFIT OF BENEFICIARY, AND GRANTS BENEFICIARY AND TRUSTEE A SECURITY INTEREST IN: (A) the Real Estate; (B) all the estate, right, title, claim or demand whatsoever of Grantor, in possession or expectancy, in and to the Real Estate or any part thereof; (C) all right, title and interest of Grantor in, to and under all easements, rights of way, gores of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water and riparian rights, development rights, air rights, mineral rights and all estates, rights, titles, interests, privileges, licenses, tenements, hereditaments and appurtenances belonging, relating or appertaining to the Real Estate, and any reversions, remainders, rents, issues, profits and revenue thereof and all land lying in the bed of any street, road or avenue, in front of or adjoining the Real Estate to the center line thereof; (D) all of the fixtures, chattels, business machines, machinery, apparatus, equipment, furnishings, fittings and articles of personal property of every kind and nature whatsoever, and all appurtenances and additions thereto and substitutions or replacements thereof (together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by Grantor and now or subsequently attached to, or contained in or used in any way in connection with any operation or letting of the Real Estate, including but without limiting the generality of the foregoing, all screens, awnings, shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors and windows, furniture and furnishings, heating, electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioning and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and unloading equipment and systems, stoves, ranges, laundry equipment, cleaning systems (including window cleaning apparatus), telephones, communication systems (including satellite dishes and antennae), sprinkler systems, televisions, computers, and other fire prevention and extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes, pumps, tanks, conduits, appliances, fittings and fixtures of every kind and description (all of the foregoing in this paragraph (D) being referred to as the "Equipment"); 120406	Revlon Revlon, Inc. ( Personal & Household Products ) As referenced in this Deed of Trust, Assignment of Rents and Leases: Revlon, Inc. – ASSIGNMENT OF RENTS AND LEASES AND SECURITY AGREEMENT, dated as of November 30, 2001, is made by Revlon Consumer Products Corporation, a Delaware corporation ("Grantor"), whose address is c/o Revlon, Inc. , 625 Madison Avenue, New York, New York 10022, Attention: Vice President and Deputy General Counsel, to First American Title Insurance Company, a North Carolina corporation ("Trustee"), whose address is _____________ Revlon, Inc. – Liens": as defined in the Indenture. "Material Adverse Effect": a material adverse effect upon (i) the business, condition (financial or otherwise), operations, performance, properties or {PAGE} 6 prospects of (A) Revlon, Inc. or (B) the Grantor and its Subsidiaries taken as a whole or (ii) the ability of Grantor and its Subsidiaries taken as a whole to perform the obligations of _____________ dt 1335432 ; Revlon Revlon, Inc. ( Personal & Household Products ) As referenced in this Deed of Trust, Assignment of Rents and Leases: Revlon, Inc. – ASSIGNMENT OF RENTS AND LEASES AND SECURITY AGREEMENT, dated as of November 30, 2001, is made by Revlon Consumer Products Corporation, a Delaware corporation ("Grantor"), whose address is c/o Revlon, Inc. , 625 Madison Avenue, New York, New York 10022, Attention: Vice President and Deputy General Counsel, to First American Title Insurance Company, a North Carolina corporation ("Trustee"), whose address is _____________ Revlon, Inc. – Liens": as defined in the Indenture. "Material Adverse Effect": a material adverse effect upon (i) the business, condition (financial or otherwise), operations, performance, properties or {PAGE} 6 prospects of (A) Revlon, Inc. or (B) the Grantor and its Subsidiaries taken as a whole or (ii) the ability of Grantor and its Subsidiaries taken as a whole to perform the obligations of _____________ dt 1335472 ; JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Deed of Trust, Assignment of Rents and Leases: JPMorgan Chase – Credit Agreement") among Grantor, the local borrowing subsidiaries party thereto, the financial institutions party thereto, JPMorgan Chase Bank ("Chase"), as administrative agent (in such capacity, the "Bank Agent"), the other agents party dt 45645 ;	Wilmington Trust Wilmington Trust Co. ( Financial ) As referenced in this Deed of Trust, Assignment of Rents and Leases: WILMINGTON TRUST CO – LEASES AND SECURITY AGREEMENT from REVLON CONSUMER PRODUCTS CORPORATION, Grantor to FIRST AMERICAN TITLE INSURANCE COMPANY, Trustee for the use and benefit of WILMINGTON TRUST CO MPANY, AS COLLATERAL AGENT for holders of the Note Obligations, Beneficiary (COLLATERAL IS OR INCLUDES FIXTURES) DATED AS OF NOVEMBER 30, 2001 This _____________ Wilmington Trust Co – North Carolina corporation ("Trustee"), whose address is 101 North Elm Street, Suite 100, Greensboro, North Carolina 27401, for the use and benefit of Wilmington Trust Co mpany, whose address is Rodney Square North, 1100 N. Market Street, Wilmington, Delaware 19890, as collateral agent for holders of the Note Obligations ( _____________ Wilmington Trust Co – Collateral Agency Agreement. "Bank Agent": as defined in the Recitals hereto. {PAGE} 5 "Bank Obligations": as defined in the Collateral Agency Agreement. "Beneficiary": Wilmington Trust Co mpany and any successors thereof appointed in accordance with the terms of the Collateral Agency Agreement, in each case as collateral agent for _____________ dt 99532 ; Cravath Cravath, Swaine & Moore LLP ( Legal ) As referenced in this Deed of Trust, Assignment of Rents and Leases: Cravath, Swaine – 2001 This Deed of Trust has been prepared by and after recording, please return to: Cravath, Swaine & Moore Worldwide Plaza 825 Eighth Avenue New York, New York 10019-7474 Attention: Joyce dt 35090 ; Revlon Consumer Products Corp
$39	Preview Subscribers	2002	Employment Agreement Employment Agreement (54K) Doc #914461: Click preview link for longer preview. <DESCRIPTION>EMPLOYMENT AGREEMENT <TEXT> <PAGE> EXECUTION EDITION EMPLOYMENT AGREEMENT -------------------- EMPLOYMENT AGREEMENT effective as of February 17, 2002, between REVLON CONSUMER PRODUCTS CORPORATION, a Delaware corporation ("RCPC" and, together with its parent Revlon, Inc. and its subsidiaries the "Company"), and Jack L. Stahl (the "Executive"). RCPC wishes to employ the . . . 914461	Revlon Revlon, Inc. ( Personal & Household Products ) As referenced in this Employment Agreement: Revlon, Inc. – EMPLOYMENT AGREEMENT EXECUTION EDITION EMPLOYMENT AGREEMENT -------------------- EMPLOYMENT AGREEMENT effective as of February 17, 2002, between REVLON CONSUMER PRODUCTS CORPORATION, a Delaware corporation ("RCPC" and, together with its parent Revlon, Inc. and its subsidiaries the "Company"), and Jack L. Stahl (the "Executive"). RCPC wishes to employ the Executive with the Company, and the Executive wishes to accept employment with the _____________ Revlon, Inc. – Executive for the Term (as defined in Section 2.1), to render exclusive and full-time services to the Company, in the capacity of president and chief executive officer of Revlon, Inc. ("Revlon") and RCPC, reporting to the Board of Directors of each of Revlon and RCPC, and to perform such other duties consistent with such position (including service as a _____________ Revlon, Inc. – Board of Directors of each of Revlon and RCPC, and to perform such other duties consistent with such position (including service as a director or officer of any affiliate of Revlon, Inc. if elected) as may be assigned by the Board of Directors of Revlon. The Executive's title shall be President and Chief Executive Officer of Revlon and RCPC, or _____________ Revlon, Inc. – bonuses are paid generally, whether or not the Executive remains employed on such date. 3.3 Equity. Pursuant to the recommendation of the Compensation Committee of the Board administering the Revlon, Inc. Third Amended and Restated 1996 Stock Plan ("1996 Stock Plan"), the Executive is hereby granted an award (the "Equity Award") of restricted stock and stock options in accordance with _____________ dt 1335444 ; Revlon Revlon, Inc. ( Personal & Household Products ) As referenced in this Employment Agreement: Revlon, Inc. – EMPLOYMENT AGREEMENT EXECUTION EDITION EMPLOYMENT AGREEMENT -------------------- EMPLOYMENT AGREEMENT effective as of February 17, 2002, between REVLON CONSUMER PRODUCTS CORPORATION, a Delaware corporation ("RCPC" and, together with its parent Revlon, Inc. and its subsidiaries the "Company"), and Jack L. Stahl (the "Executive"). RCPC wishes to employ the Executive with the Company, and the Executive wishes to accept employment with the _____________ Revlon, Inc. – Executive for the Term (as defined in Section 2.1), to render exclusive and full-time services to the Company, in the capacity of president and chief executive officer of Revlon, Inc. ("Revlon") and RCPC, reporting to the Board of Directors of each of Revlon and RCPC, and to perform such other duties consistent with such position (including service as a _____________ Revlon, Inc. – Board of Directors of each of Revlon and RCPC, and to perform such other duties consistent with such position (including service as a director or officer of any affiliate of Revlon, Inc. if elected) as may be assigned by the Board of Directors of Revlon. The Executive's title shall be President and Chief Executive Officer of Revlon and RCPC, or _____________ Revlon, Inc. – bonuses are paid generally, whether or not the Executive remains employed on such date. 3.3 Equity. Pursuant to the recommendation of the Compensation Committee of the Board administering the Revlon, Inc. Third Amended and Restated 1996 Stock Plan ("1996 Stock Plan"), the Executive is hereby granted an award (the "Equity Award") of restricted stock and stock options in accordance with _____________ dt 1335482 ;	Vedder Price Vedder, Price, Kaufman & Kammholz P.C. ( Legal ) As referenced in this Employment Agreement: Vedder Price – Avenue New York, NY 10022 Attention: General Counsel If to the Executive, to the Executive's principal residence as reflected in the records of the Company, with a copy to: Vedder Price Kaufman & Kammholz 805 Third Avenue New York, NY 10022-7513 Attention: Stewart Reifler 10. General. ------- 10.1 This Agreement shall be governed by and construed and enforced in accordance with _____________ dt 1533529
$47	Preview Subscribers	2000	Employment Agreement Employment Agreement (48K) Doc #914525: Click preview link for longer preview. EMPLOYMENT AGREEMENT amended and restated as of May 9, 2000, between REVLON CONSUMER PRODUCTS CORPORATION, a Delaware corporation ("RCPC" and, together with its parent Revlon, Inc. and its subsidiaries the "Company"), and Douglas Greeff (the "Executive"). RCPC wishes to employ the Executive with the Company, and the Executive wishes to accept employment with the Company, on the terms and conditions set forth in this Agreement. Accordingly, RCPC and the Executive hereby agree as follows: I. Employment, . . . 914525	Revlon Revlon, Inc. ( Personal & Household Products ) As referenced in this Employment Agreement: Revlon, Inc. – 10.22 EXECUTION COPY EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT amended and restated as of May 9, 2000, between REVLON CONSUMER PRODUCTS CORPORATION, a Delaware corporation ("RCPC" and, together with its parent Revlon, Inc. and its subsidiaries the "Company"), and Douglas Greeff (the "Executive"). RCPC wishes to employ the Executive with the Company, and the Executive wishes to accept employment with the Company, _____________ Revlon, Inc. – employs the Executive for the Term (as defined in Section 2.1), to render exclusive and full-time services to the Company, in the capacity of chief financial officer of Revlon, Inc. and to perform such other duties consistent with such position (including service as a director of Revlon, Inc. or director or officer of any affiliate of Revlon, Inc. if _____________ Revlon, Inc. – services to the Company, in the capacity of chief financial officer of Revlon, Inc. and to perform such other duties consistent with such position (including service as a director of Revlon, Inc. or director or officer of any affiliate of Revlon, Inc. if elected) as may be assigned by the Board of Directors and the Chief Executive Officer of Revlon, Inc. _____________ Revlon, Inc. – officer of Revlon, Inc. and to perform such other duties consistent with such position (including service as a director of Revlon, Inc. or director or officer of any affiliate of Revlon, Inc. if elected) as may be assigned by the Board of Directors and the Chief Executive Officer of Revlon, Inc. The Executive's title shall be Chief Financial Officer and _____________ Revlon, Inc. – of Revlon, Inc. or director or officer of any affiliate of Revlon, Inc. if elected) as may be assigned by the Board of Directors and the Chief Executive Officer of Revlon, Inc. The Executive's title shall be Chief Financial Officer and Executive Vice President, or such other titles of at least equivalent level consistent with the Executive's duties from _____________ dt 1335445 ;	Revlon Revlon, Inc. ( Personal & Household Products ) As referenced in this Employment Agreement: Revlon, Inc. – 10.22 EXECUTION COPY EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT amended and restated as of May 9, 2000, between REVLON CONSUMER PRODUCTS CORPORATION, a Delaware corporation ("RCPC" and, together with its parent Revlon, Inc. and its subsidiaries the "Company"), and Douglas Greeff (the "Executive"). RCPC wishes to employ the Executive with the Company, and the Executive wishes to accept employment with the Company, _____________ Revlon, Inc. – employs the Executive for the Term (as defined in Section 2.1), to render exclusive and full-time services to the Company, in the capacity of chief financial officer of Revlon, Inc. and to perform such other duties consistent with such position (including service as a director of Revlon, Inc. or director or officer of any affiliate of Revlon, Inc. if _____________ Revlon, Inc. – services to the Company, in the capacity of chief financial officer of Revlon, Inc. and to perform such other duties consistent with such position (including service as a director of Revlon, Inc. or director or officer of any affiliate of Revlon, Inc. if elected) as may be assigned by the Board of Directors and the Chief Executive Officer of Revlon, Inc. _____________ Revlon, Inc. – officer of Revlon, Inc. and to perform such other duties consistent with such position (including service as a director of Revlon, Inc. or director or officer of any affiliate of Revlon, Inc. if elected) as may be assigned by the Board of Directors and the Chief Executive Officer of Revlon, Inc. The Executive's title shall be Chief Financial Officer and _____________ Revlon, Inc. – of Revlon, Inc. or director or officer of any affiliate of Revlon, Inc. if elected) as may be assigned by the Board of Directors and the Chief Executive Officer of Revlon, Inc. The Executive's title shall be Chief Financial Officer and Executive Vice President, or such other titles of at least equivalent level consistent with the Executive's duties from _____________ dt 1335483
$45	Preview Subscribers	2002	Employment Agreement Employment Agreement (50K) Doc #1462962: Click preview link for longer preview. EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT effective as of August 1, 2001, between REVLON CONSUMER PRODUCTS CORPORATION, a Delaware corporation ("RCPC" and, together with its parent Revlon, Inc. and its subsidiaries the "Company"), and Paul Shapiro (the "Executive"). RCPC wishes to employ the Executive with the Company, and the Executive wishes to accept employment with the Company, on the terms and conditions set forth in this Agreement. Accordingly, RCPC and the . . . 1462962	Revlon Revlon, Inc. ( Personal & Household Products ) As referenced in this Employment Agreement: Revlon, Inc. – lt;PAGE> EXHIBIT 10.7 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT effective as of August 1, 2001, between REVLON CONSUMER PRODUCTS CORPORATION, a Delaware corporation ("RCPC" and, together with its parent Revlon, Inc. and its subsidiaries the "Company"), and Paul Shapiro (the "Executive"). RCPC wishes to employ the Executive with the Company, and the Executive wishes to accept employment with the Company, _____________ Revlon, Inc. – employs the Executive for the Term (as defined in Section 2.1), to render exclusive and full-time services to the Company, in the capacity of Chief Administrative Officer of Revlon, Inc. and to perform such other duties consistent with such position as may be assigned by the Board of Directors and the Chief Executive Officer of Revlon, Inc. The Executive' _____________ Revlon, Inc. – Administrative Officer of Revlon, Inc. and to perform such other duties consistent with such position as may be assigned by the Board of Directors and the Chief Executive Officer of Revlon, Inc. The Executive's title shall be Chief Administrative Officer and Executive Vice President, or such other titles of at least equivalent level consistent with the Executive's duties from _____________ Revlon, Inc. – the Executive's duties from time to time as may be assigned to the Executive by the Board of Directors (the "Board") and the Chief Executive Officer (the "CEO") of Revlon, Inc. At all times during the Term, the Executive shall be the senior-most administrative officer of the Company. At all times during the Term, the Executive shall report directly _____________ Revlon, Inc. – with the prior approval of the Board or the CEO. 1.3 Location. The duties to be performed by the Executive hereunder shall be performed primarily at the office of Revlon, Inc. in the New York City metropolitan area, subject to reasonable travel requirements consistent with the nature of the Executive's duties from time to time on behalf of the _____________ dt 1335448 ; Revlon Revlon, Inc. ( Personal & Household Products ) As referenced in this Employment Agreement: Revlon, Inc. – lt;PAGE> EXHIBIT 10.7 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT effective as of August 1, 2001, between REVLON CONSUMER PRODUCTS CORPORATION, a Delaware corporation ("RCPC" and, together with its parent Revlon, Inc. and its subsidiaries the "Company"), and Paul Shapiro (the "Executive"). RCPC wishes to employ the Executive with the Company, and the Executive wishes to accept employment with the Company, _____________ Revlon, Inc. – employs the Executive for the Term (as defined in Section 2.1), to render exclusive and full-time services to the Company, in the capacity of Chief Administrative Officer of Revlon, Inc. and to perform such other duties consistent with such position as may be assigned by the Board of Directors and the Chief Executive Officer of Revlon, Inc. The Executive' _____________ Revlon, Inc. – Administrative Officer of Revlon, Inc. and to perform such other duties consistent with such position as may be assigned by the Board of Directors and the Chief Executive Officer of Revlon, Inc. The Executive's title shall be Chief Administrative Officer and Executive Vice President, or such other titles of at least equivalent level consistent with the Executive's duties from _____________ Revlon, Inc. – the Executive's duties from time to time as may be assigned to the Executive by the Board of Directors (the "Board") and the Chief Executive Officer (the "CEO") of Revlon, Inc. At all times during the Term, the Executive shall be the senior-most administrative officer of the Company. At all times during the Term, the Executive shall report directly _____________ Revlon, Inc. – with the prior approval of the Board or the CEO. 1.3 Location. The duties to be performed by the Executive hereunder shall be performed primarily at the office of Revlon, Inc. in the New York City metropolitan area, subject to reasonable travel requirements consistent with the nature of the Executive's duties from time to time on behalf of the _____________ dt 1335486 ;	Revlon Consumer Products Revlon Consumer Products Corp ; Toll Brothers Toll Brothers Inc. ( Construction ) As referenced in this Employment Agreement: Toll Brothers, Inc – do not interfere with the performance of his duties to the Company. The Executive currently serves and may continue to serve during the Term on the board of directors of Toll Brothers, Inc ., Niche Directories, Inc. and Haircolor Express, Inc. and the Executive may serve during the Term on the boards of directors of other corporations with the prior approval of the _____________ dt 1337672
$37	Preview Subscribers	2004	First Supplemental Indenture First Supplemental Indenture (17K) Doc #1462881: Click preview link for longer preview. FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE, dated as of July 6, 2004 (this "First Supplemental Indenture"), among REVLON CONSUMER PRODUCTS CORPORATION, a Delaware corporation (the "Company"), the guarantors identified on the signature pages hereto (the "Guarantors") and WILMINGTON TRUST COMPANY, as trustee under the indenture referred to herein (the "Trustee"). W I T N E S S E T H: WHEREAS, the Company, the Guarantors and the Trustee . . . 1462881	Revlon Revlon, Inc. ( Personal & Household Products ) As referenced in this First Supplemental Indenture: REVLON INC. – Vice President, General Counsel and Secretary WILMINGTON TRUST COMPANY, as Trustee By: /s/ Steven Cimalore -------------------------------------- Name: Steven Cimalore Title: Vice President ALMAY, INC. CHARLES OF THE RITZ GROUP LTD. CHARLES REVLON INC. COSMETICS & MORE INC. PPI TWO CORPORATION REVLON CONSUMER CORP. REVLON DEVELOPMENT CORP. REVLON GOVERNMENT SALES, INC. REVLON INTERNATIONAL CORPORATION REVLON PRODUCTS CORP. REVLON REAL ESTATE CORPORATION* RIROS CORPORATION _____________ REVLON, INC. – RIROS CORPORATION RIROS GROUP INC. RIT INC. as Subsidiary Guarantors By: /s/ Robert K. Kretzman ------------------------------------- Name: Robert K. Kretzman Title: Vice President and Secretary * President and Secretary <PAGE> REVLON, INC. , as Parent Guarantor By: /s/ Robert K. Kretzman -------------------------------------- Name: Robert K. Kretzman Title: Executive Vice President, General Counsel and Secretary NORTH AMERICA REVSALE INC., By: /s/ Michael T. Sheehan ------------------------------------- _____________ dt 1335447 ; Revlon Revlon, Inc. ( Personal & Household Products ) As referenced in this First Supplemental Indenture: REVLON, INC. – RIROS CORPORATION RIROS GROUP INC. RIT INC. as Subsidiary Guarantors By: /s/ Robert K. Kretzman ------------------------------------- Name: Robert K. Kretzman Title: Vice President and Secretary * President and Secretary <PAGE> REVLON, INC. , as Parent Guarantor By: /s/ Robert K. Kretzman -------------------------------------- Name: Robert K. Kretzman Title: Executive Vice President, General Counsel and Secretary NORTH AMERICA REVSALE INC., By: /s/ Michael T. Sheehan ------------------------------------- _____________ dt 1335485 ;	Revlon Consumer Products Revlon Consumer Products Corp
$49	Preview Subscribers	2003	Indenture Indenture (184K) Doc #175177: Click preview link for longer preview. INDENTURE Dated as of December ___, 2003 ----------- THE BANK OF NEW YORK, Trustee 101 Barclay Street, 8-W New York, New York 10286 ================================================================================ TABLE OF CONTENTS Page ---- ARTICLE I Definitions and Incorporation by Reference SECTION 1.01. Definitions......................................................1 SECTION 1.02. Other Definitions...............................................12 SECTION 1.03. Incorporation by Reference of Trust Indenture Act...............12 SECTION 1.04. Rules of Construction...........................................13 ARTICLE II The Notes SECTION 2.01. Form and Dating.................................................14 SECTION 2.02. Execution and Authentication....................................14 SECTION 2.03. Registrar and Paying Agent......................................15 SECTION 2.04. Paying Agent To Hold Money in Trust.............................15 SECTION 2.05. Noteholder Lists................................................15 SECTION 2.06. Transfer and Exchange...........................................16 SECTION 2.07. Replacement Notes...............................................16 SECTION 2.08. Outstanding Notes...............................................17 SECTION 2.09. Temporary Notes.................................................17 SECTION 2.10. Cancellation....................................................17 SECTION 2.11. CUSIP Numbers...................................................17 SECTION 2.12. Book-Entry Provisions for the Global Note.......................18 SECTION 2.13. Defaulted Interest..............................................19 ARTICLE III Redemption SECTION 3.01. Notices to Trustee..............................................19 SECTION 3.02. Selection of Notes To Be Redeemed...............................20 SECTION 3.03. Notice of Redemption............................................20 SECTION 3.04. Effect of Notice of Redemption..................................21 SECTION 3.05. Deposit of Redemption Price.....................................21 SECTION 3.06. Notes Redeemed in Part..........................................21 i ARTICLE IV Covenants SECTION 4.01. Payment of Notes................................................21 SECTION 4.02. SEC Reports.....................................................21 SECTION 4.03. Limitation on Debt of the Company...............................21 SECTION 4.04. Limitation on Restricted Payments...............................22 SECTION 4.05. Limitation on Liens and Sales of Assets and Subsidiary Stock....23 SECTION 4.06. Limitation on Transactions with Affiliates......................23 SECTION 4.07. Limitation on Other Business Activities.........................24 SECTION 4.08. Maintenance of Non-Investment Company Status....................25 SECTION 4.09. Compliance Certificate..........................................25 SECTION 4.10. Further Instruments and Acts....................................25 ARTICLE V Successor Company SECTION 5.01. When Company May Merge or Transfer Assets.......................25 ARTICLE VI Defaults and Remedies SECTION 6.01. Events of Default...............................................26 SECTION 6.02. Acceleration....................................................28 SECTION 6.03. Other Remedies..................................................28 SECTION 6.04. Waiver of Past Defaults.........................................28 SECTION 6.05. Control by Majority.............................................29 SECTION 6.06. Limitation on Suits.............................................29 SECTION 6.07. Rights of Holders To Receive Payment............................29 SECTION 6.08. Collection Suit by Trustee......................................29 SECTION 6.09. Trustee May File Proofs of Claim................................30 SECTION 6.10. Priorities......................................................30 SECTION 6.11. Undertaking for Costs...........................................30 SECTION 6.12. Waiver of Stay or Extension Laws................................30 ARTICLE VII Trustee SECTION 7.01. Duties of Trustee...............................................31 SECTION 7.02. Rights of Trustee...............................................32 SECTION 7.03. Individual Rights of Trustee....................................33 ii SECTION 7.04. Trustee's Disclaimer............................................33 SECTION 7.05. Notice of Defaults..............................................33 SECTION 7.06. Reports by Trustee to Holders...................................33 SECTION 7.07. Compensation and Indemnity......................................33 SECTION 7.08. Replacement of Trustee..........................................34 SECTION 7.09. Successor Trustee by Merger.....................................35 SECTION 7.10. Eligibility; Disqualification...................................35 SECTION 7.11. Preferential Collection of Claims Against Company...............35 ARTICLE VIII Discharge of Indenture; Defeasance SECTION 8.01. Discharge of Liability on Notes Defeasance......................36 SECTION 8.02. Conditions to Defeasance........................................36 SECTION 8.03. Application of Trust Money......................................38 SECTION 8.04. Repayment to Company............................................38 SECTION 8.05. Indemnity for Government Obligations............................38 SECTION 8.06. Reinstatement...................................................39 ARTICLE IX Amendments SECTION 9.01. Without Consent of Holders......................................39 SECTION 9.02. With Consent of Holders.........................................40 SECTION 9.03. Compliance with Trust Indenture Act.............................40 SECTION 9.04. Revocation and Effect of Consents and Waivers...................40 SECTION 9.05. Notation on or Exchange of Notes................................41 SECTION 9.06. Trustee To Sign Amendments......................................41 SECTION 9.07. Payment for Consent.............................................41 ARTICLE X Security And Pledge Of Collateral SECTION 10.01. Grant of Security Interest.....................................42 SECTION 10.02. Delivery of Collateral.........................................42 SECTION 10.03. Representations and Warranties.................................42 SECTION 10.04. Further Assurances.............................................43 SECTION 10.05. Dividends; Voting Rights; Substitution of Collateral...........43 SECTION 10.06. Trustee Appointed Attorney-in-Fact.............................47 iii SECTION 10.07. Trustee May Perform............................................47 SECTION 10.08. Trustee's Duties...............................................47 SECTION 10.09. Remedies Upon Event of Default.................................47 SECTION 10.10. Application of Proceeds........................................48 SECTION 10.11. Continuing Lien................................................48 SECTION 10.12. Certificates and Opinions......................................48 SECTION 10.13. Additional Agreements..........................................48 ARTICLE XI Miscellaneous SECTION 11.01. Trust Indenture Act Controls...................................49 SECTION 11.02. Notices........................................................49 SECTION 11.03. Communication by Holders with Other Holders....................50 SECTION 11.04. Certificate and Opinion as to Conditions Precedent.............50 SECTION 11.05. Statements Required in Certificate or Opinion..................50 SECTION 11.06. When Notes Disregarded.........................................51 SECTION 11.07. Rules by Trustee, Paying Agent and Registrar...................51 SECTION 11.08. Legal Holidays.................................................51 SECTION 11.09. Governing Law..................................................51 SECTION 11.10. No Recourse Against Others.....................................51 SECTION 11.11. Successors.....................................................51 SECTION 11.12. Multiple Originals.............................................52 SECTION 11.13. Table of Contents; Headings....................................52 Exhibit A - Form of Notes Schedule I - Pledged Shares Schedule II - Permitted Transactions iv INDENTURE dated as of ___, 2003, between REV HOLDINGS LLC, a Delaware limited liability company (the "Company") and THE BANK OF NEW YORK, a banking corporation duly organized under the laws of the State of New York (the "Trustee"). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Company's 13% Senior Secured Notes Due 2007 (the "Notes"): ARTICLE I Definitions and Incorporation by Reference SECTION 1.01 Definitions. "Affiliate" of any specified Person means (i) any other Person which, directly or indirectly, is in control of, is controlled by or is under common control with such specified Person or (ii) any other Person who is a director or officer (A) of such specified Person, (B) of any subsidiary of such specified Person or (C) of any Person described in clause (i) above. For purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Applicable Share Number" means 104 shares of Revlon, Inc. Common Stock; provided, however, that in the event of (i) the distribution of a dividend upon shares of Revlon, Inc. in shares of Revlon, Inc., (ii) the combination of shares of Common Stock of Revlon, Inc. into a smaller number of shares or other units, (iii) the subdivision of outstanding shares of Common Stock of Revlon, Inc., (iv) the conversion or reclassification of shares of Common Stock of Revlon, Inc. by issuance or exchange of other securities or (v) a consolidation, merger or binding shares exchange, the Applicable Share Number in effect immediately prior to such action shall be adjusted to equal the number of shares of Common Stock of Revlon, Inc. that would have constituted the Applicable Share Number immediately after such action. "Asset Disposition" means any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or dispositions) of shares of Capital Stock of a Subsidiary of the Company (other than directors' qualifying shares and other than Capital Stock of an Unrestricted Subsidiary or a Non-Recourse Subsidiary), property or other assets (each referred to for the purposes of this definition as a "disposition") by the Company (including any disposition by means of a merger, consolidation or similar transaction) other than (i) a disposition subject to or permitted by Section 4.04, (ii) a disposition by the Company of any Unrestricted Assets, (iii) a disposition of Capital Stock of Revlon, Inc. to the Company, (iv) an issuance of employee stock options and (v) a merger of Revlon, Inc. with or into RCPC or the Company. "Board of Managers" means: (1) with respect to a limited liability company, the board of managers of the limited liability company or any committee thereof duly authorized to act on behalf of such board; (2) with respect to a company or corporation, the board of directors of the company or corporation or any committee thereof duly authorized to act on behalf of such board; (3) with respect to a partnership, the board of directors of the general partner of the partnership or any committee thereof duly authorized to act on behalf of such board; and (4) with respect to any other Person, the board or committee of such Person serving a similar function. "Business Day" means each day which is not a Legal Holiday. "Capital Lease Obligations" of a Person means any obligation which is required to be classified and accounted for as a capital lease on the face of a balance sheet of such Person prepared in accordance with GAAP; the amount of such obligation shall be the capitalized amount thereof, determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. "Capital Stock" of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock or limited liability company membership interests, but excluding any debt securities convertible into or exchangeable for such equity. "Closing Price" on any Trading Day with respect to the per share price of any Capital Stock means the last reported sales price regular way or, in case no such reported sale takes place on such Trading Day, the average of the reported closing bid and asked prices regular way, on the principal national securities exchange on which such Capital Stock is listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, on the National Association of Securities Dealers Automated Quotations National Market System or, if such Capital Stock is not listed or admitted to trading on any national securities exchange or quoted on such National Market System, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm that is selected from time to time by the Company for that purpose and is reasonably acceptable to the Trustee. "Code" means the Internal Revenue Code of 1986, as amended. 175177	Revlon Revlon, Inc. ( Personal & Household Products ) As referenced in this Indenture: Revlon, Inc. – management and policies of such Person whether by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Applicable Share Number" means 104 shares of Revlon, Inc. Common Stock; provided, however, that in the event of (i) the distribution of a dividend upon shares of Revlon, Inc. in shares of Revlon, Inc., (ii) the combination of _____________ Revlon, Inc. – to the foregoing. "Applicable Share Number" means 104 shares of Revlon, Inc. Common Stock; provided, however, that in the event of (i) the distribution of a dividend upon shares of Revlon, Inc. in shares of Revlon, Inc., (ii) the combination of shares of Common Stock of Revlon, Inc. into a smaller number of shares or other units, (iii) the subdivision of _____________ Revlon, Inc. – Number" means 104 shares of Revlon, Inc. Common Stock; provided, however, that in the event of (i) the distribution of a dividend upon shares of Revlon, Inc. in shares of Revlon, Inc. , (ii) the combination of shares of Common Stock of Revlon, Inc. into a smaller number of shares or other units, (iii) the subdivision of outstanding shares of Common Stock _____________ Revlon, Inc. – that in the event of (i) the distribution of a dividend upon shares of Revlon, Inc. in shares of Revlon, Inc., (ii) the combination of shares of Common Stock of Revlon, Inc. into a smaller number of shares or other units, (iii) the subdivision of outstanding shares of Common Stock of Revlon, Inc., (iv) the conversion or reclassification of shares of _____________ Revlon, Inc. – ii) the combination of shares of Common Stock of Revlon, Inc. into a smaller number of shares or other units, (iii) the subdivision of outstanding shares of Common Stock of Revlon, Inc. , (iv) the conversion or reclassification of shares of Common Stock of Revlon, Inc. by issuance or exchange of other securities or (v) a consolidation, merger or binding shares exchange, _____________ dt 1335435 ; Revlon Revlon, Inc. ( Personal & Household Products ) As referenced in this Indenture: Revlon, Inc. – management and policies of such Person whether by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Applicable Share Number" means 104 shares of Revlon, Inc. Common Stock; provided, however, that in the event of (i) the distribution of a dividend upon shares of Revlon, Inc. in shares of Revlon, Inc., (ii) the combination of _____________ Revlon, Inc. – to the foregoing. "Applicable Share Number" means 104 shares of Revlon, Inc. Common Stock; provided, however, that in the event of (i) the distribution of a dividend upon shares of Revlon, Inc. in shares of Revlon, Inc., (ii) the combination of shares of Common Stock of Revlon, Inc. into a smaller number of shares or other units, (iii) the subdivision of _____________ Revlon, Inc. – Number" means 104 shares of Revlon, Inc. Common Stock; provided, however, that in the event of (i) the distribution of a dividend upon shares of Revlon, Inc. in shares of Revlon, Inc. , (ii) the combination of shares of Common Stock of Revlon, Inc. into a smaller number of shares or other units, (iii) the subdivision of outstanding shares of Common Stock _____________ Revlon, Inc. – that in the event of (i) the distribution of a dividend upon shares of Revlon, Inc. in shares of Revlon, Inc., (ii) the combination of shares of Common Stock of Revlon, Inc. into a smaller number of shares or other units, (iii) the subdivision of outstanding shares of Common Stock of Revlon, Inc., (iv) the conversion or reclassification of shares of _____________ Revlon, Inc. – ii) the combination of shares of Common Stock of Revlon, Inc. into a smaller number of shares or other units, (iii) the subdivision of outstanding shares of Common Stock of Revlon, Inc. , (iv) the conversion or reclassification of shares of Common Stock of Revlon, Inc. by issuance or exchange of other securities or (v) a consolidation, merger or binding shares exchange, _____________ dt 1335474 ; BNY Bank of New York ( Money Center Banks ) As referenced in this Indenture: BANK OF NEW YORK, – LLC 13% Senior Secured Notes Due 2007 ----------- INDENTURE Dated as of December ___, 2003 ----------- THE BANK OF NEW YORK, Trustee 101 Barclay Street, 8-W New York, New York 10286 ================================================================================ TABLE OF CONTENTS BANK OF NEW YORK, – ___, 2003, between REV HOLDINGS LLC, a Delaware limited liability company (the "Company") and THE BANK OF NEW YORK, a banking corporation duly organized under the laws of the State of New York ( Bank of New York – General Counsel Fax: (212) 572-5056 Confirm: (212) 572-5170 If to the Trustee: The Bank of New York 101 Barclay Street New York, New York 10286 49 Attention: Corporate Trust Division Telephone: ( BANK OF NEW YORK, – executed as of the date first written above. REV HOLDINGS LLC By: ---------------------------------- Name: Title: THE BANK OF NEW YORK, as Trustee, By: ---------------------------------- Name: Title: EXHIBIT A [FORM OF FACE OF NOTE] [UNLESS THIS BANK OF NEW YORK, – this Note. Dated: REV HOLDINGS LLC by --------------------------------- President --------------------------------- Secretary TRUSTEE'S CERTIFICATE OF AUTHENTICATION THE BANK OF NEW YORK, as Trustee, certifies [Seal] that this is one of the Notes referred to in dt 42479 ;	Wilmington Trust Wilmington Trust Co. ( Financial ) As referenced in this Indenture: Wilmington Trust Co – and private debts. However, the Company may pay Principal and interest by check payable in such money. 3. Paying Agent and Registrar Initially, Wilmington Trust Co mpany, a Delaware corporation ("Trustee"), will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Registrar or _____________ dt 99747 ; Rev Holdings LLC
$35	Preview Subscribers	2004	Investment Agreement Investment Agreement (69K) Doc #914317: Click preview link for longer preview. INVESTMENT AGREEMENT by and between Revlon, Inc. and Mafco Holdings Inc. Dated February 20, 2004 =================================== <PAGE> TABLE OF CONTENTS <TABLE> <CAPTION> PAGE . . . 914317	Revlon Revlon, Inc. ( Personal & Household Products )