767 FIFTH AVENUE
NEW YORK, NEW YORK 10153-0119
TABLE OF CONTENTS
|
| Page |
ARTICLEI DEFINEDTERMS |
| 2 |
Section 1.1 Definitions |
| 2 |
Section 1.2 Certain Other Terms |
| 8 |
ARTICLEII GRANTOFSECURITYINTEREST |
| 9 |
Section 2.1 Collateral |
| 9 |
Section 2.2 Grants of Security Interest in Collateral |
| 11 |
Section 2.3 Cash Collateral Account |
| 12 |
ARTICLEIII REPRESENTATIONS ANDWARRANTIES |
| 13 |
Section 3.1 Title; No Other Liens |
| 13 |
Section 3.2 Perfection and Priority |
| 13 |
Section 3.3 Jurisdiction of Organization; Chief Executive Office |
| 13 |
Section 3.4 Inventory and Equipment |
| 14 |
Section 3.5 Pledged Collateral |
| 14 |
Section 3.6 Accounts |
| 14 |
Section 3.7 Intellectual Property |
| 15 |
Section 3.8 Deposit Accounts; Securities Accounts |
| 15 |
Section 3.9 Commercial Tort Claims |
| 15 |
ARTICLEIV COVENANTS |
| 16 |
Section 4.1 Generally |
| 16 |
Section 4.2 Maintenance of Perfected Security Interest; Further Documentation |
| 16 |
Section 4.3 Changes in Locations, Name, Etc. |
| 17 |
Section 4.4 Pledged Collateral |
| 17 |
Section 4.5 Accounts |
| 19 |
Section 4.6 Delivery of Instruments and Chattel Paper |
| 19 |
Section 4.7 Intellectual Property |
| 19 |
Section 4.8 Vehicles |
| 21 |
Section 4.9 Payment of Payment Obligations and Multi-Currency Payment Obligations |
| 21 |
Section 4.10 Insurance |
| 22 |
Section 4.11 Notice of Commercial Tort Claims |
| 22 |
ARTICLEV REMEDIALPROVISIONS |
| 22 |
Section 5.1 Code and Other Remedies |
| 22 |
Section 5.2 Accounts and Payments in Respect of General Intangibles |
| 23 |
Section 5.3 Pledged Collateral |
| 24 |
Section 5.4 Proceeds to be Turned Over To Collateral Agent |
| 25 |
Section 5.5 Registration Rights |
| 25 |
Section 5.6 Deficiency |
| 26 |
Section 5.7 Grant of License to Use Intellectual Property |
| 26 |
ARTICLEVI THECOLLATERALAGENT |
| 26 |
Section 6.1 Collateral Agent’s Appointment as Attorney-in-Fact |
| 26 |
Section 6.2 Duty of Collateral Agent |
| 28 |
Section 6.3 Authorization of Financing Statements |
| 28 |
Section 6.4 Authority of Collateral Agent |
| 29 |
i
TABLE OF CONTENTS
(continued)
|
| Page |
ARTICLEVII MISCELLANEOUS |
| 29 |
Section 7.1 Amendments in Writing |
| 29 |
Section 7.2 Notices |
| 29 |
Section 7.3 No Waiver by Course of Conduct; Cumulative Remedies |
| 29 |
Section 7.5 Successors and Assigns |
| 31 |
Section 7.6 Counterparts |
| 31 |
Section 7.7 Severability |
| 31 |
Section 7.8 Section Headings |
| 31 |
Section 7.9 Entire Agreement |
| 31 |
Section 7.10 Governing Law |
| 31 |
Section 7.11 Additional Grantors |
| 31 |
Section 7.12 Release of Collateral |
| 32 |
Section 7.13 Reinstatement |
| 32 |
ii
TABLE OF CONTENTS
(continued)
ANNEXES ANDSCHEDULES
Annex 1 |
| Form of Pledge Amendment |
Annex 2 |
| Form of Joinder Agreement |
Annex 3 |
| Form of Short Form Intellectual Property Security Agreement |
|
|
|
Schedule 1 |
| Jurisdiction of Organization; Principal Executive Office |
Schedule 2 |
| Pledged Collateral |
Schedule 3 |
| Filings |
Schedule 4 |
| Location of Inventory and Equipment |
Schedule 5A |
| Intellectual Property |
Schedule 5B |
| Material Intellectual Property |
Schedule 6 |
| Bank Accounts; Control Accounts |
Schedule 7 |
| Commercial Tort Claims |
Schedule 8 |
| Excluded Trademarks |
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
Section 4.4 Pledged Collateral
18
19
20
21
22
23
24
25
26
of Default, use, license or sublicense any Collateral consisting of Intellectual Property, now owned or hereafter acquired by such Grantor and wherever the same may be located, which license shall include reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. Each of the parties hereto acknowledges and agrees that (i) any security interest granted to the Collateral Agent or any other Secured Party hereunder or any other Security Document on any Intellectual Property of any Grantor, and the exercise of any rights and remedies (including any sale, transfer or disposal) by the Collateral Agent related thereto, shall be subject to the license granted in the foregoing sentence at all times and (ii) the Collateral Agent may exercise such license for the benefit of any Secured Party (including the Multi-Currency Secured Parties with respect to the sale, transfer or disposal of any Multi-Currency Collateral), regardless of the priority of Liens on any Collateral granted to such Secured Party, in accordance with the Intercreditor Agreement.
27
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this
28
Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.
29
30
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
31
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.
(b) If the Collateral Agent shall be directed or permitted pursuant toSection 9.1 of the Intercreditor Agreement to release any Lien created hereby upon any Collateral (including any Collateral sold or disposed of by any Grantor in a transaction permitted by the Credit Agreements), such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in,Section 9.1 of the Intercreditor Agreement (and, upon such release, shall no longer constitute “Collateral” under the Loan Documents). In connection therewith, the Collateral Agent, at the request and sole expense of the Company, shall execute and deliver to the Company all releases or other documents,
32
including, without limitation, UCC termination statements, reasonably necessary or desirable for the release of the Lien created hereby on such Collateral. At the request and sole expense of the Company, a Grantor (and its Subsidiaries) shall be released from its obligations hereunder and the Lien granted by such Grantor (and its Subsidiaries) on the Collateral pursuant to this Agreement shall be released in the event that all the capital stock of such Grantor shall be sold or disposed to the extent permitted by the Credit Agreements;provided,however, that the Company shall have delivered to the Collateral Agent, at least ten Business Days (or such shorter period reasonably acceptable to the Collateral Agent) prior to the date of the proposed release, a written request for release identifying the relevant Grantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Company in form and substance reasonably satisfactory to the Collateral Agent stating that such transaction is in compliance with the Credit Agreements and the other Loan Documents.
33
IN WITNESS WHEREOF, each of the undersigned has caused this Amended and Restated Pledge and Security Agreement to be duly executed and delivered as of the date first above written.
|
| REVLONCONSUMERPRODUCTSCORPORATION, | ||
| | /s/ Michael T. Sheehan | ||
|
|
| Name: Michael T. Sheehan | |
|
|
| Title: | Senior Vice President, Deputy General Counsel and Assistant Secretary |
|
| REVLON,INC., | ||
| | /s/ Michael T. Sheehan | ||
|
|
| Name: Michael T. Sheehan | |
|
|
| Title: | Senior Vice President, Deputy General Counsel and Assistant Secretary |
|
| ALMAY,INC., | ||
| | /s/ Michael T. Sheehan | ||
|
|
| Name: Michael T. Sheehan | |
|
|
| Title: | Vice President and Assistant Secretary |
|
| CHARLES OF THERITZGROUPLTD., | ||
| | /s/ Michael T. Sheehan | ||
|
|
| Name: Michael T. Sheehan | |
|
|
| Title: | Vice President and Assistant Secretary |
|
| CHARLESREVSONINC., | ||
| | /s/ Michael T. Sheehan | ||
|
|
| Name: Michael T. Sheehan | |
|
|
| Title: | Vice President and Assistant Secretary |
[SIGNATUREPAGE TOAMENDED ANDRESTATEDPLEDGE ANDSECURITYAGREEMENT]
|
| COSMETICS&MOREINC., | ||
| | /s/ Michael T. Sheehan | ||
|
|
| Name: Michael T. Sheehan | |
|
|
| Title: | Vice President and Assistant Secretary |
|
| NORTHAMERICAREVSALEINC., | ||
| | /s/ Michael T. Sheehan | ||
|
|
| Name: Michael T. Sheehan | |
|
|
| Title: | Vice President and Assistant Secretary |
|
| PPI TWOCORPORATION, | ||
| | /s/ Michael T. Sheehan | ||
|
|
| Name: Michael T. Sheehan | |
|
|
| Title: | Vice President and Assistant Secretary |
|
| REVLONCONSUMERCORP., | ||
| | /s/ Michael T. Sheehan | ||
|
|
| Name: Michael T. Sheehan | |
|
|
| Title: | Vice President and Assistant Secretary |
|
| REVLONDEVELOPMENTCORP., | ||
| | /s/ Michael T. Sheehan | ||
|
|
| Name: Michael T. Sheehan | |
|
|
| Title: | Vice President and Assistant Secretary |
|
| REVLONGOVERNMENTSALES,INC., | ||
| | /s/ Michael T. Sheehan | ||
|
|
| Name: Michael T. Sheehan | |
|
|
| Title: | Vice President and Assistant Secretary |
[SIGNATUREPAGE TOAMENDED ANDRESTATEDPLEDGE ANDSECURITYAGREEMENT]
|
| REVLONINTERNATIONALCORPORATION, | ||
| | /s/ Michael T. Sheehan | ||
|
|
| Name: Michael T. Sheehan | |
|
|
| Title: | Vice President and Assistant Secretary |
|
| REVLONPRODUCTSCORP., | ||
| | /s/ Michael T. Sheehan | ||
|
|
| Name: Michael T. Sheehan | |
|
|
| Title: | Vice President and Assistant Secretary |
|
| REVLONREALESTATECORPORATION, | ||
| | /s/ Michael T. Sheehan | ||
|
|
| Name: Michael T. Sheehan | |
|
|
| Title: | Vice President and Assistant Secretary |
|
| RIROS CORPORATION, | ||
| | /s/ Michael T. Sheehan | ||
|
|
| Name: Michael T. Sheehan | |
|
|
| Title: | Vice President and Assistant Secretary |
|
| RIROS GROUPINC., | ||
| | /s/ Michael T. Sheehan | ||
|
|
| Name: Michael T. Sheehan | |
|
|
| Title: | Vice President and Assistant Secretary |
[SIGNATUREPAGE TOAMENDED ANDRESTATEDPLEDGE ANDSECURITYAGREEMENT]
ACCEPTED ANDAGREED | ||
| /s/ David Leland | |
| Name: David Leland | |
| Title: Vice President |
|
[SIGNATUREPAGE TOAMENDED ANDRESTATEDPLEDGE ANDSECURITYAGREEMENT]
ANNEX 1
TO
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT
FORM OF PLEDGE AMENDMENT
ThisPLEDGE AMENDMENT, dated as of __________ __, 20__, is delivered pursuant toSection 4.4(a)(Pledged Collateral)of the Amended and Restated Pledge and Security Agreement, dated as of December 20, 2006, by Revlon, Inc., Revlon Consumer Products Corporation (the “Company”), the [undersigned Grantor and the other ]Subsidiaries of the Company from time to time party thereto as Grantors in favor of Citicorp USA, Inc., as collateral agent for itself and the other Secured Parties referred to therein (the “Pledge and Security Agreement”) and the undersigned hereby agrees that this Pledge Amendment may be attached to the Pledge and Security Agreement and that the Pledged Collateral listed on this Pledge Amendment shall be and become part of the Collateral referred to in the Pledge and Security Agreement and shall secure all Secured Obligations of the undersigned. Capitalized terms used herein but not defined herein are used herein with the meaning given them in the Pledge and Security Agreement.
|
| [GRANTOR] | ||
| |
| ||
|
|
| Name: | |
|
|
| Title: |
|
Pledged Stock
ISSUER |
| CLASS |
| CERTIFICATE |
| PARVALUE |
| NUMBER |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pledged Debt Instruments
ISSUER |
| DESCRIPTION OF |
| CERTIFICATE |
| FINAL |
| PRINCIPAL |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A1-1
ACKNOWLEDGED AND AGREED | ||
|
| |
| Name: | |
| Title: |
|
A1-2
ANNEX 2
TO
AMENDEDANDRESTATEDPLEDGEANDSECURITYAGREEMENT
FORMOFJOINDERAGREEMENT
ThisJOINDERAGREEMENT, dated as of _________ __, 20__, is delivered pursuant toSection 7.11(Additional Grantors)of the Amended and Restated Pledge and Security Agreement, dated as of December 20, 2006, by Revlon, Inc., Revlon Consumer Products Corporation (the “Company”) and the Subsidiaries of the Company listed on the signature pages thereof in favor of the Citicorp USA, Inc., as collateral agent for the Secured Parties referred to therein (the “Pledge and Security Agreement”). Capitalized terms used herein but not defined herein are used with the meanings given them in the Pledge and Security Agreement.
By executing and delivering this Joinder Agreement, the undersigned, as provided in Section 7.11 (Additional Grantors)of the Pledge and Security Agreement, hereby becomes a party to the Pledge and Security Agreement as a Grantor thereunder (and expressly assumes all obligations and liabilities of a Grantor thereunder) with the same force and effect as if originally named as a Grantor therein and, without limiting the generality of the foregoing, hereby grants to the Collateral Agent the following security interests:
(a) as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Multi-Currency Secured Obligations of the undersigned, the undersigned hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Multi-Currency Secured Parties, and grants to the Collateral Agent for the benefit of the Multi-Currency Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the Multi-Currency Collateral of the undersigned;
(b) as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Term Loan Secured Obligations of the undersigned, the undersigned hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Term Loan Secured Parties, and grants to the Collateral Agent for the benefit of the Term Loan Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the Multi-Currency Collateral of the undersigned;
(c) as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Term Loan Claims of the undersigned, the undersigned hereby mortgages, pledges, and hypothecates to the Collateral Agent for the benefit of the Term Loan Secured Parties, and grants to the Collateral Agent for the benefit of the Term Loan Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the Term Loan Collateral of the undersigned; and
(d) as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Multi-Currency Secured Obligations of the undersigned, the undersigned hereby mortgages, pledges, hypothecates and grants to the Collateral Agent for the benefit of the Multi-Currency Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the Term Loan Collateral of the undersigned.
The information set forth inAnnex 1-Ais hereby added to the information set forth inSchedules 1through 6to the Pledge and Security Agreement. [By acknowledging and
A2-1
agreeing to this Joinder Agreement, the undersigned hereby agree that this Joinder Agreement may be attached to the Pledge and Security Agreement and that the Pledged Collateral listed onAnnex 1-Ato this Pledge Amendment shall be and become part of the Collateral referred to in the Pledge and Security Agreement and shall secure all Secured Obligations of the undersigned.]1
The undersigned hereby represents and warrants that each of the representations and warranties contained inArticle III (Representations and Warranties) of the Pledge and Security Agreement applicable to it is true and correct on and as the date hereof as if made on and as of such date.
INWITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and delivered as of the date first above written.
|
| [ADDITIONAL GRANTOR] | |
| By: | ||
|
|
| Name: |
|
|
| Title: |
1 Insert to pledge Stock of the new Subsidiary without doing a Pledge Amendment.
A2-2
ACKNOWLEDGEDAND AGREED |
|
| ||
|
|
| ||
[EACH GRANTOR PLEDGING |
|
| ||
By: |
|
|
| |
| Name: |
|
|
|
| Title: |
|
|
|
CITICORPUSA, INC., |
|
| ||
By: |
|
|
| |
| Name: |
|
|
|
| Title: |
|
|
|
A2-3
ANNEX 3
TO
AMENDED ANDRESTATEDPLEDGE ANDSECURITYAGREEMENT
FORMOFSHORTFORMINTELLECTUALPROPERTYSECURITYAGREEMENT2
[COPYRIGHT][PATENT] [TRADEMARK] SECURITY AGREEMENT,dated as of _________ __, 20__, by each of the entities listed on the signature pages hereof (each a “Grantor” and, collectively, the “Grantors”), in favor of Citicorp USA, Inc. (“Citicorp”), as collateral agent for the Secured Parties (as defined in the Credit Agreements referred to below) (in such capacity, the “Collateral Agent”).
WITNESSETH:
WHEREAS, the Company, certain of its subsidiaries, the lenders (the “Multi-Currency Lenders”) and issuing lenders (the “Issuing Lenders”) party thereto, Citicorp, as administrative agent for the Multi-Currency Lenders and Issuing Lenders (the “Multi-Currency Administrative Agent”), and the Collateral Agent, are parties to the Credit Agreement, dated as of July 9, 2004 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Existing Credit Agreement”);
WHEREAS, the Company, the lenders (the “Term Loan Lenders”; together with the Multi-Currency Lenders and the Issuing Lenders, the “Lenders”) party thereto, Citicorp, as administrative agent for the Term Loan Lenders (the “Term Loan Administrative Agent”, and together with the Multi-Currency Administrative Agent, the “Administrative Agents”), the Collateral Agent (together with the Administrative Agents, the “Agents”), and JPMorgan Chase Bank, N.A., as syndication agent, are parties to the Term Loan Agreement, dated as of December 20, 2006 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”, and together with the Existing Credit Agreement, the “Credit Agreements”);
WHEREAS, all the Grantors are party to an Amended and Restated Pledge and Security Agreement, dated as of December 20, 2006, in favor of the Collateral Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”) pursuant to which the Grantors are required to execute and deliver this [Copyright] [Patent] [Trademark] Security Agreement;
NOW,THEREFORE, in consideration of the premises and to induce the Lenders, the Administrative Agents and the Collateral Agent to enter into the Credit Agreements and to induce the Lenders to make their respective extensions of credit to the Company thereunder, each Grantor hereby agrees with the Collateral Agent as follows:
Section 2. Defined Terms
Unless otherwise defined herein, terms defined in the Credit Agreements or in the Security Agreement and used herein have the meaning given to them in the Credit Agreements or the Security Agreement.
2 Separate short form agreements should be filed relating to each Grantor's respective copyrights, patents and trademarks.
A3-1
Section 3. Grant of Security Interest in [Copyright] [Trademark] [Patent] Collateral
Each Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of such Grantor, hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the following Collateral of such Grantor (the “[Copyright] [Patent] [Trademark] Collateral”):
[(a) all of its Copyrights and Copyright Licenses to which it is a party, including, without limitation, those referred to onSchedule I hereto;
(b) all extensions of the foregoing; and
(c) all Proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present, or future infringement of any Copyright or Copyright licensed under any Copyright License.]
or
[(a) all of its Patents and Patent Licenses to which it is a party, including, without limitation, those referred to onSchedule Ihereto;
(b) all reissues, continuations or continuations-in-part of the foregoing; and
(c) all Proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present or future infringement of any Patent or any Patent licensed under any Patent License.]
or
[(a) all of its Trademarks and Trademark Licenses to which it is a party, including, without limitation, those referred to on Schedule I hereto;
(b) all goodwill of the business connected with the use of, and symbolized by, each Trademark; and
(c) all Proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present, future (i) infringement or dilution of any Trademark or Trademark licensed under any Trademark License or (ii) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark License.]
Section 4. Security Agreement
The security interests granted pursuant to this [Copyright] [Patent] [Trademark] Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent pursuant to the Security Agreement and each Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the security interest in the [Copyright] [Patent] [Trademark] Collateral made and granted hereby are more fully set forth in
A3-2
the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.
[SIGNATUREPAGESFOLLOW]
A3-3
INWITNESS WHEREOF, each Grantor has caused this [Copyright] [Patent] [Trademark] Security Agreement to be executed and delivered by its duly authorized offer as of the date first set forth above.
|
| [GRANTOR], | |
| By: | ||
|
|
| Name: |
|
|
| Title: |
ACCEPTEDAND AGREED |
|
| ||
|
|
| ||
CITICORPUSA, INC., |
|
| ||
By: |
|
|
| |
| Name: |
|
|
|
| Title: |
|
|
|
A3-4
ACKNOWLEDGMENTOFGRANTOR
STATEOF |
| ) |
|
|
| ) | ss. |
COUNTYOF |
| ) |
|
On this ___ day of ________ __, 20__ before me personally appeared ______________________, proved to me on the basis of satisfactory evidence to be the person who executed the foregoing instrument on behalf of ________________, who being by me duly sworn did depose and say that he is an authorized officer of said corporation, that the said instrument was signed on behalf of said corporation as authorized by its Board of Directors and that he acknowledged said instrument to be the free act and deed of said corporation.
|
|
|
| Notary Public |
|
A3-5
SCHEDULE I
TO
[COPYRIGHT] [PATENT] [TRADEMARK] SECURITYAGREEMENT
[Copyright] [Patent] [Trademark] Registrations
[A. | REGISTERED COPYRIGHTS |
[Include Copyright Registration Number and Date]
B. | COPYRIGHT APPLICATIONS |
C. | COPYRIGHT LICENSES] |
[A. | REGISTERED PATENTS |
B. | PATENT APPLICATIONS |
C. | PATENT LICENSES] |
[A. | REGISTERED TRADEMARKS |
B. | TRADEMARK APPLICATIONS |
C. | TRADEMARK LICENSES] |
[Include complete legal description of agreement (name of agreement, parties and date)]
A3-6