Common use of Additional Equity Offerings Clause in Contracts

Additional Equity Offerings. (i) The aggregate commitments by the M&F Lenders to provide the M&F Loans to the Company (whether such commitments are funded or unfunded) shall be less than $87,000,000 at any time during the period from the date hereof to the date on which Revlon shall have consummated one or more Equity Offerings after the date hereof generating at least $75,000,000 in gross proceeds and made Capital Contributions to the Company in an amount equal to the Net Proceeds in respect thereof, other than amounts which are applied by Revlon to repurchase, repay, defease or redeem any Subordinated Notes, Existing Senior Notes, Multi-Currency Loans (with a corresponding reduction of the revolving commitments under the Existing Credit Agreement) or other Indebtedness for borrowed money of the Company scheduled to mature on or prior to the Term Loan Maturity Date (provided that no such Equity Offering shall be required hereunder), or (ii) the Company shall fail to apply any Capital Contributions referred to in clause (i) above promptly after its receipt thereof to repurchase, repay, defease or redeem any Subordinated Notes, Existing Senior Notes or other Indebtedness for borrowed money of the Company scheduled to mature on or prior to the Term Loan Maturity Date, including, without limitation, repayment of Term Loans and repayment of any outstanding revolving loans under the Existing Credit Agreement without any corresponding permanent reduction in the aggregate commitment thereunder; then, and in any such event, (x) if such event is an Event of Default specified in clause (i), (ii) or (iii) of paragraph (j) of this Section 12.1 with respect to any Loan Party, automatically the Term Loan Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the Notes, and (y) if such event is any other Event of Default, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Company, declare all or any part of the Term Loans (with accrued interest thereon) and any other amounts owing under this Agreement to the Lenders and the Term Loan Notes to be due and payable forthwith, whereupon the same shall immediately become due and payable. In addition to the remedies set forth above, the Administrative Agent may direct the Collateral Agent to exercise any remedies provided for by the Security Documents in accordance with the terms thereof or any other remedies provided by applicable law. Except as expressly provided above in this Section 12.1, presentment, demand, protest and all other notices of any kind are hereby expressly waived.

Additional Equity Offerings. To the extent that the sum of (i) The the aggregate commitments by principal amount of the Additional Tendered Notes, (ii) the M&F Lenders Equity Contribution, if any, (iii) the aggregate proceeds of the Public Rights Offering, (iv) the aggregate proceeds of the Rights Offering (including the Aggregate Back-Stop Amount) and (v) the aggregate proceeds of any other equity offering(s) consummated after the Exchange Offer and used by Products Corporation to provide the M&F Loans to the Company (whether such commitments are funded or unfunded) shall be reduce outstanding indebtedness, other than revolving indebtedness unless there is a corresponding commitment reduction, is less than $87,000,000 at any time during 300 million (such shortfall, if any, the period from the date hereof "Aggregate Additional Offering Amount"), Revlon will agree to the date consummate, on which Revlon shall have consummated or prior to March 31, 2006, one or more Equity offerings (which may be rights offerings and/or issuances of Revlon Class A common stock in a public offering or private placement or other exempt transactions either for cash or in exchange for outstanding indebtedness of Products Corporation) in order to reduce the outstanding indebtedness of Products Corporation, other than revolving indebtedness unless there is a corresponding commitment reduction, by the Aggregate Additional Offering Amount (the "Additional Offerings"). The offering price and terms of any Additional Offerings after shall be determined by the date hereof generating Board of Directors of Revlon at least $75,000,000 the time of the Additional Offerings. In the event that by March 31, 2006 the proceeds (or aggregate principal amount of notes tendered in gross proceeds and made Capital Contributions any exchange) of the Additional Offerings are less than the Aggregate Additional Offering Amount, M&F will agree to purchase shares (the "Aggregate Additional Back-Stop Amount") of Revlon Class A common stock for an amount of cash such that Products Corporation reduces indebtedness, other than revolving indebtedness unless there is a corresponding commitment reduction, in an aggregate principal amount equal to the Company Aggregate Additional Offering Amount. M&F may satisfy its obligations by making an investment in Revlon Class A common stock in an amount equal to the Net Aggregate Additional Back-Stop Amount pursuant to any transaction approved by Revlon's Board of Directors, which may include a rights offering. Use of Proceeds The net cash proceeds received by Revlon in respect thereofthe Additional Offerings (including the Aggregate Additional Back-Stop Amount) will be contributed to Products Corporation. Revlon will cause Products Corporation to use any such amounts to reduce outstanding indebtedness, other than amounts which are applied by Revlon to repurchase, repay, defease or redeem any Subordinated Notes, Existing Senior Notes, Multi-Currency Loans (with revolving indebtedness unless there is a corresponding reduction of commitment reduction. Amendments, Waivers The terms will not be amended or waived without the revolving commitments under the Existing Credit Agreement) or other Indebtedness for borrowed money of the Company scheduled to mature on or prior to the Term Loan Maturity Date (provided that no such Equity Offering shall be required hereunder), or (ii) the Company shall fail to apply any Capital Contributions referred to in clause (i) above promptly after its receipt thereof to repurchase, repay, defease or redeem any Subordinated Notes, Existing Senior Notes or other Indebtedness for borrowed money of the Company scheduled to mature on or prior to the Term Loan Maturity Date, including, without limitation, repayment of Term Loans and repayment of any outstanding revolving loans under the Existing Credit Agreement without any corresponding permanent reduction in the aggregate commitment thereunder; then, and in any such event, (x) if such event is an Event of Default specified in clause (i), (ii) or (iii) of paragraph (j) of this Section 12.1 with respect to any Loan Party, automatically the Term Loan Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the Notes, and (y) if such event is any other Event of Default, with the written consent of the Required Lenderseach of Fidelity, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Company, declare all or any part of the Term Loans (with accrued interest thereon) M&F and any other amounts owing under this Agreement to the Lenders and the Term Loan Notes to be due and payable forthwith, whereupon the same shall immediately become due and payable. In addition to the remedies set forth above, the Administrative Agent may direct the Collateral Agent to exercise any remedies provided for by the Security Documents in accordance with the terms thereof or any other remedies provided by applicable law. Except as expressly provided above in this Section 12.1, presentment, demand, protest and all other notices of any kind are hereby expressly waivedRevlon.

Additional Equity Offerings. (i) The aggregate commitments by the M&F M&FH Lenders to provide the M&F M&FH Loans to the Company (whether such commitments are funded or unfunded) shall be less than $87,000,000 at any time during the period from the date hereof Amendment No. 2 Effective Date to the date on which Revlon shall have consummated one or more Equity Offerings after the date hereof Amendment No. 2 Effective Date generating at least $75,000,000 in gross proceeds and made Capital Contributions to the Company in an amount equal to the Net Proceeds in respect thereof, other than amounts which are applied by Revlon to repurchase, repay, defease or redeem any Subordinated Notes, Existing Senior Notes, Multi-Currency Loans (with a corresponding reduction of the revolving commitments under the Existing Credit Agreement) or other Indebtedness for borrowed money of the Company scheduled to mature on or prior to the Term Loan Maturity Date thereof (provided that no such Equity Offering shall be required hereunder), or (ii) the Company shall fail to apply any Capital Contributions referred to in clause (i) above promptly after its receipt thereof to repurchase, repay, defease or redeem any Subordinated Notes, Existing Senior Notes or other Indebtedness for borrowed money of the Company scheduled to mature on or prior to the Term Loan Maturity Date, including, without limitation, repayment of Term outstanding Multi-Currency Loans and repayment of any outstanding revolving loans under the Existing Credit Agreement without any corresponding permanent reduction in the aggregate commitment thereunder; then, and in any such event, Aggregate Multi-Currency Commitment;" (xl) if such event The Annex C attached to this Amendment is an Event hereby added to the Credit Agreement as a new Schedule IIA thereto. 3. Conditions to Effectiveness of Default specified in clause this Amendment. This Amendment shall become effective as of the date the following conditions precedent have been satisfied (the "Effective Date"): (a) The Administrative Agents shall have received (i)) this Amendment, duly executed and delivered by the Company and the Administrative Agents, (ii) or the Consent and Affirmation, in the form attached hereto as Annex A, duly executed and delivered by each of the Guarantors, and (iii) Lender Consents, in the form attached hereto as Annex B (the "Lender Consent"), duly executed and delivered by Lenders constituting the Required Lenders. (b) The Administrative Agents shall have received written commitments duly executed by existing Lenders (or their Affiliates or Related Funds) or other Eligible Assignees in an aggregate amount equal to the amount of paragraph the proposed Aggregate Additional Term Loan Commitments and, in the case of each such Eligible Assignee that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agents and duly executed by the Company, the Administrative Agents and such Eligible Assignee. (jc) The Administrative Agents shall have received certified copies of resolutions of the Board of Directors of the Company and each Guarantor approving the execution, delivery and performance of this Section 12.1 with respect Amendment and the other documents to any Loan Partybe executed in connection herewith. (d) The Administrative Agents shall have received a favorable opinion of Paul, automatically Weiss, Rifkind, Wharton & Garrison LLP, counsel for the Company ▇▇▇ each Guarantor, a▇▇▇▇▇▇▇d t▇ ▇▇▇ ▇▇ministrative Agents, the Collateral Agent, the Lenders and the Issuing Lenders and in form and substance reasonably satisfactory to the Administrative Agents. (e) The Administrative Agents shall have received from the applicable title insurance company bring-down endorsements to each of the title insurance policies issued pursuant to the terms of the Credit Agreement insuring the continued first priority Lien of the Collateral Agent for the benefit of the Multi-Currency Secured Parties (as defined in the Pledge and Security Agreement) and the continued second priority Lien of the Collateral Agent for the benefit of the Term Loan Commitments shall immediately terminate Secured Parties (as defined in the Pledge and Security Agreement) on each of the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and Mortgaged Properties pursuant to the NotesMortgages, subject only to Customary Permitted Liens, and (y) if such event is any other Event of Default, with the consent of the Required Lenders, otherwise in form and substance reasonably satisfactory to the Administrative Agent may, or upon Agents. (f) The Administrative Agents shall have received a solvency certificate from the request Chief Financial Officer of the Required Lenders, the Administrative Agent shall, by notice to the Company, declare in form and substance reasonably satisfactory to the Administrative Agents. (g) The Term Loan Administrative Agent shall have received a duly executed Notice of Borrowing from the Company. (h) The Administrative Agents shall have received (i) all or any part of accrued and unpaid interest on the Term Loans (immediately prior to giving effect to this Amendment), together with accrued interest thereonany amounts payable pursuant to Section 7.11 of the Credit Agreement and (ii) all fees and any other amounts owing under this Agreement expenses (including reasonable fees and expenses of counsel) due and payable on or before the Effective Date, to the Lenders extent such fees and expenses have been invoiced at least one Business Day prior to the Effective Date. (i) The Term Loan Administrative Agent shall have received from the Company, for the ratable benefit of the Term Loan Notes Lenders that have delivered a Lender Consent on or prior to be due 12:00 noon (New York time) on July 21, 2006, an amendment fee equal to 0.125% of each such Term Loan Lender's Term Loan Percentage of the aggregate principal amount of Term Loans outstanding on the Effective Date (immediately prior to giving effect to this Amendment) and payable forthwith(ii) the Multi-Currency Administrative Agent shall have received from the Company, whereupon for the same shall immediately become due ratable benefit of the Multi-Currency Lenders that have delivered a Lender Consent on or prior to 12:00 noon (New York time) on July 21, 2006, an amendment fee equal to 0.125% of each such Multi-Currency Lender's Multi-Currency Percentage of the Aggregate Multi-Currency Commitment on the Effective Date; provided, that, in the case of clauses (i) and payable. In addition (ii), the Additional Term Loans are made by the Additional Term Loan Lenders on the Effective Date. (j) Prior to and after giving effect to this Amendment, each of the representations and warranties made by any Loan Party in or pursuant to the remedies set forth aboveLoan Documents shall be true and correct in all material respects on and as of the date hereof, as if made on and as of such date, except to the Administrative Agent may direct extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date. (k) No Default or Event of Default shall have occurred and be continuing on the Collateral Agent date hereof prior to exercise any remedies provided for by the Security Documents in accordance with the terms thereof or any other remedies provided by applicable law. Except as expressly provided above in after giving effect to this Section 12.1, presentment, demand, protest and all other notices of any kind are hereby expressly waivedAmendment.

Additional Equity Offerings. (i) The aggregate commitments by the M&F Lenders to provide the M&F Loans to the Company (whether such commitments are funded or unfunded) shall be less than $87,000,000 at any time during the period from the date hereof Amendment No. 2 Effective Date to the date on which Revlon shall have consummated one or more Equity Offerings after the date hereof Amendment No. 2 Effective Date generating at least $75,000,000 in gross proceeds and made Capital Contributions to the Company in an amount equal to the Net Proceeds in respect thereof, other than amounts which are applied by Revlon to repurchase, repay, defease or redeem any Subordinated Notes, Existing Senior Notes, Multi-Currency New Term Loans (with a corresponding reduction of the revolving commitments under the Existing Credit Agreement) or other Indebtedness for borrowed money of the Company scheduled to mature on or prior to the Term Loan Maturity Stated Multi-Currency Termination Date (provided that no such Equity Offering shall be required hereunder), or (ii) the Company shall fail to apply any Capital Contributions referred to in clause (i) above promptly after its receipt thereof to repurchase, repay, defease or redeem any Subordinated Notes, Existing Senior Notes Notes, New Term Loans or other Indebtedness for borrowed money of the Company scheduled to mature on or prior to the Term Loan Maturity Stated Multi-Currency Termination Date, including, without limitation, repayment of Term outstanding Multi-Currency Loans and repayment of any outstanding revolving loans under the Existing Credit Agreement without any corresponding permanent reduction in the aggregate commitment thereunderAggregate Multi-Currency Commitment; then, and in any such event, (x) if such event is an Event of Default specified in clause (i), (ii) or (iii) of paragraph (j) of this Section 12.1 with respect to any Loan Party, automatically the Term Loan Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including, without limitation, all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder), the Notes and the NotesDrafts shall immediately become due and payable, and (y) if such event is any other Event of Default, any or all of the following actions may be taken: (i) with the consent of the Required Multi-Currency Lenders, the Multi-Currency Administrative Agent may, or upon the request of the Required Multi-Currency Lenders, the Multi-Currency Administrative Agent shall, by notice to the Company, declare the Aggregate Multi-Currency Commitment to be terminated forthwith, whereupon the Aggregate Multi-Currency Commitment shall immediately terminate; and/or (ii) with the consent of the Required Multi-Currency Lenders, the Multi-Currency Administrative Agent may, or upon the request of the Required Multi-Currency Lenders, the Multi-Currency Administrative Agent shall, by notice to the Company (on its own behalf and as agent for the Borrowing Subsidiaries), declare all or any part of the Revolving Credit Loans, Swing Line Loans, Local Loans and Acceptances (with accrued interest thereon) and any other amounts owing under this Agreement to the Multi-Currency Lenders (including, without limitation, all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder), the Revolving Credit Notes and the Drafts to be due and payable forthwith, whereupon the same shall immediately become due and payable; and/or (iii) with the consent of the Required Term Loan Lenders, the Term Loan Administrative Agent may, or upon the request of the Required Term Loan Lenders, the Term Loan Administrative Agent shall, by notice to the Company (on its own behalf and as agent for the Borrowing Subsidiaries), declare all or any part of the Term Loans (with accrued interest thereon) and any other amounts owing under this Agreement to the Term Loan Lenders and the Term Loan Notes to be due and payable forthwith, whereupon the same shall immediately become due and payable. In addition to the remedies set forth above, the Administrative Agent Agents may direct the Collateral Agent to exercise any remedies provided for by the Security Documents in accordance with the terms thereof or any other remedies provided by applicable law. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, the Company shall at such time deposit as collateral security for such Letters of Credit in a Cash Collateral Account an amount of cash in Dollars equal to the Deposit Requirement in effect at such time. Amounts held in such Cash Collateral Account shall be applied by the Multi-Currency Administrative Agent (in such order as it shall elect) to the payment of the Payment Obligations on account of the Letters of Credit which are then or thereafter due and payable and to cause any then-outstanding Undrawn L/C Obligations to be Fully Secured. Following the payment of all such Payment Obligations and the termination of all Letters of Credit, any balance remaining in such Cash Collateral Account shall be applied in accordance with the Intercreditor Agreement. Except as expressly provided above in this Section 12.1, presentment, demand, protest and all other notices of any kind are hereby expressly waived.

Additional Equity Offerings. (a) It is anticipated that from and after the Closing, Network Sub will complete one or more subsequent offerings of Provider Shares to Licensed Physicians, Nurse Practitioners and Physician Assistants who are Participating Providers and have not previously purchased a Provider Share (each such offering, an “Additional Equity Offering”). In the event that Network Sub wishes to commence an Additional Equity Offering, it shall first provide written notice to Centene and, thereafter, each such Additional Equity Offering shall be completed in accordance with and subject to the requirements set forth in Section 5.1(c) (other than Section 5.1(c)(i)(A)) of this Agreement and such other additional requirements as the Founders may agree to in writing. (b) The NCMS Parties hereby acknowledge and agree that for so long as any Centene Debt remains outstanding, any and all Additional Net Offering Proceeds shall be applied (i) The aggregate commitments first, towards any Make-Up Payment pursuant to Section 6.6 of the Partnership Agreement; (ii) second, towards the repayment of any accrued and unpaid interest on the Centene Debt; and (iii) third, towards the repayment of the outstanding principal amount of the Centene Debt. In addition to the foregoing, with respect to any Additional Equity Offering closed on or prior to the expiration of the initial term of the NCDHB Contract (the “Initial Contract Term”), the amount of any then outstanding Centene Debt shall be reduced by the M&F Lenders amount of Additional Network Credit to provide which Network Sub is entitled to receive (if any) in connection with the M&F Loans closing of such Additional Equity Offering. (c) If, as of the closing of an Additional Equity Offering, there is no outstanding Centene Debt, or the Additional Net Offering Proceeds received in connection with such Additional Equity Offering exceed the amount of the then outstanding Centene Debt, then Network Sub shall be entitled to retain all such Additional Net Offering Proceeds (or, as applicable, the amount thereof that exceeds the outstanding Centene Debt). Notwithstanding the foregoing, if, following the closing of an Additional Equity Offering prior to the Company (whether such commitments are funded expiration of the Initial Contract Term, Network Sub is, in accordance with the terms of this Section 5.2(c), entitled to retain all or unfunded) shall be less than $87,000,000 at any time during portion of the period from the date hereof Additional Net Offering Proceeds, Network Sub may, upon written notice to the date on which Revlon shall have consummated one or more Equity Offerings after Centene Parties and HoldCo, elect instead to contribute such proceeds to HoldCo (an “Offering Contribution”). In the date hereof generating at least $75,000,000 in gross proceeds and made Capital Contributions event that Network Sub elects to the Company in make an Offering Contribution, then Centene Sub shall, no later than thirty (30) days thereafter, make an additional capital contribution to HoldCo of an amount equal to the Net Proceeds in respect thereof, other than amounts which are applied product of four (4) multiplied by Revlon to repurchase, repay, defease or redeem any Subordinated Notes, Existing Senior Notes, Multi-Currency Loans the sum of (with a corresponding reduction i) the amount of the revolving commitments under the Existing Credit Agreement) or other Indebtedness for borrowed money of the Company scheduled to mature on or prior to the Term Loan Maturity Date (provided that no such Equity Offering shall be required hereunder)Contribution, or plus (ii) an amount equal to the Company shall fail Additional Network Credit to apply any Capital Contributions referred which Network Sub is entitled to receive (if any) in clause (i) above promptly after its receipt thereof to repurchase, repay, defease or redeem any Subordinated Notes, Existing Senior Notes or other Indebtedness for borrowed money connection with the closing of the Company scheduled to mature on or prior to the Term Loan Maturity Date, including, without limitation, repayment of Term Loans and repayment of any outstanding revolving loans under the Existing Credit Agreement without any corresponding permanent reduction in the aggregate commitment thereunder; then, and in any such event, (x) if such event is an Event of Default specified in clause (i), (ii) or (iii) of paragraph (j) of this Section 12.1 with respect to any Loan Party, automatically the Term Loan Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the Notes, and (y) if such event is any other Event of Default, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Company, declare all or any part of the Term Loans (with accrued interest thereon) and any other amounts owing under this Agreement to the Lenders and the Term Loan Notes to be due and payable forthwith, whereupon the same shall immediately become due and payable. In addition to the remedies set forth above, the Administrative Agent may direct the Collateral Agent to exercise any remedies provided for by the Security Documents in accordance with the terms thereof or any other remedies provided by applicable law. Except as expressly provided above in this Section 12.1, presentment, demand, protest and all other notices of any kind are hereby expressly waivedAdditional Equity Offering.