EXHIBIT 4.10
SUBSDIARY PLEDGE AGREEMENT (INTERNATIONAL)
(PPI Two Corporation)
(Note Obligations)
PLEDGE AND SECURITY AGREEMENT, dated as of November 30, 2001, made by PPI
TWO CORPORATION, a Delaware corporation (the "Pledgor"), in favor of WILMINGTON
TRUST COMPANY, as collateral agent (in such capacity and as further defined
below, the "Note Collateral Agent"), for the holders of the Note Obligations (as
hereinafter defined).
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the Pledgor has guaranteed (the "Indenture Guarantee") the
obligations of Revlon Consumer Products Corporation (the "Company") under the
Indenture, dated as of November 26, 2001, among the Company, the Guarantors
identified on the signature pages thereto and Wilmington Trust Company, as
trustee (in such capacity, the "Trustee"), providing for the issuance of 12%
Senior Secured Notes Due 2005 of the Company; and
WHEREAS, the Pledgor is a party to a Subsidiaries Guarantee (the "Bank
Guarantee") referred to in the Second Amended and Restated Credit Agreement
entered into by the Company on the date hereof ; and
WHEREAS, (i) to secure the Pledgor's guarantee of the Bank Obligations (as
defined below) pursuant to the Bank Guarantee, the Pledgor has granted to the
Administrative Agent (as defined below), for the benefit of the holders of the
Bank Obligations, a first priority security interest in the Collateral (as
defined below) (the "First Pledge Lien"), and (ii) to secure the Pledgor's
guarantee of the Note Obligations pursuant to the Indenture Guarantee, the
Pledgor now intends hereby to grant to the Note Collateral Agent, for the
benefit of the holders of the Note Obligations, a second priority security
interest in the Collateral (it being understood that the relative rights and
priorities of the grantees in respect of the Collateral are governed by the
Collateral Agency Agreement referred to herein).
NOW, THEREFORE, the Pledgor agrees with the Note Collateral Agent for the
benefit of the holders of the Note Obligations as follows:
1. Defined Terms. The following terms shall have the following meanings:
"Actionable Event" has the meaning assigned such term in the Collateral
Agency Agreement.
"Administrative Agent" has the meaning assigned such term in the Collateral
Agency Agreement.
"Bank Obligations" has the meaning assigned such term in the Collateral
Agency Agreement.
2
"Bankruptcy Event of Default" has the meaning assigned to such term in the
Collateral Agency Agreement.
"Collateral" means all of the Pledgor's right, title and interest, whether
now owned or hereafter acquired, in the Pledged Stock, all Investment Property
and all Proceeds with respect thereto.
"Collateral Account" has the meaning assigned such term in the Collateral
Agency Agreement.
"Collateral Agency Agreement" means the Amended and Restated Collateral
Agency Agreement, dated as of May 30, 1997 and as further amended and restated
as of the date hereof, among the Pledgor, JPMorgan Chase Bank, as bank agent,
the Administrative Agent, the Trustee and the Note Collateral Agent, as the same
may be amended, supplemented or otherwise modified from time to time.
"Contractual Obligation" means, with respect to any Person, any provision
of any material debt security or of any material preferred stock or other equity
interest issued by such Person or of any material indenture, mortgage,
agreement, instrument or undertaking to which such Person is a party or by which
it or any of its material property is bound.
"Controlling Collateral Agent" means (i) with respect to Collateral that is
also subject to Liens granted under any First Lien Document: at all times prior
to the First Pledge Lien Termination Date, the Administrative Agent and,
thereafter, the Note Collateral Agent; and (ii) with respect to Collateral that
is not subject to any Lien granted under any First Lien Document: at all times,
the Note Collateral Agent.
"Excluded Entities" means Madison (Services) Pty. Ltd.; Revlon (Aust.)
Services Pty. Ltd.; Revlon Professional Holding Company LLC; Revlon Pension
Trustee Company (U.K.) Limited; and Revlon (Maesteg)
Pension Trustee Company Limited.
"First Lien Documents" has the meaning assigned such term in the Collateral
Agency Agreement.
"First Lien Termination Date" has the meaning assigned such term in the
Collateral Agency Agreement.
"First Pledge Lien" has the meaning assigned such term in the recitals
hereto.
"First Pledge Lien Termination Date" means either (a) the date on which the
First Pledge Lien is released in accordance with the terms of the Collateral
Agency Agreement or (b) the date on which all Bank Obligations are Fully
Satisfied (as defined in the Collateral Agency Agreement), whichever shall first
occur; provided, however, that if a First Lien Termination Date is deemed not to
have occurred under Section 5.2(f) of the Collateral Agency Agreement, any First
Pledge Lien Termination Date that has occurred shall likewise be deemed not to
have occurred, and such event shall be governed by the terms and provisions of
Section 5.2(f) of the Collateral Agency Agreement.
3
"Governmental Authority" means any nation or government, any state or other
political subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government
(including, without limitation, any governmental department, commission, board,
bureau, agency or instrumentality, or other court or arbitrator, in each case
whether of the United States or foreign) and the National Association of
Insurance Commissioners.
"Guarantee Obligations" means the obligations of the Pledgor under the
Indenture Guarantee.
"Investment Property" shall mean the collective reference to (a) all
"investment property" as such term is defined in Section 9-102(a)(49) of the UCC
and (b) whether or not constituting "investment property" as so defined, all
Pledged Stock; provided, that in no event shall Investment Property include (i)
the capital stock or other equity interests of any Excluded Entity, (ii) any
"investment property" as so defined held by the Pledgor in respect of its
obligations pursuant to any employee benefit, welfare or pension plan or similar
arrangement of the Pledgor or any of its Subsidiaries, (iii) more than 66% of
the total outstanding Voting Stock of any Subsidiary of the Pledgor which is not
organized under the laws of a State within the United States, or (iv) any asset
pledged under or otherwise subject to any Security Document (as defined in the
Indenture) that is entitled Company Pledge Agreement (Domestic) or Subsidiary
Pledge Agreement (Domestic).
"Liens" has the meaning assigned such term in the Indenture.
"Non-Voting Stock" means outstanding shares of capital stock or other
ownership interests not entitled to vote (within the meaning of Treasury
Regulations (Section) 1.956-2(c)(2)).
"Note Collateral Agent" means Wilmington Trust Company and any successors
thereof appointed in accordance with the terms of the Collateral Agency
Agreement, in each case as collateral agent for the holders of the Note
Obligations.
"Note Obligation Document" has the meaning assigned such term in the
Collateral Agency Agreement.
"Note Obligations" has the meaning assigned such term in the Collateral
Agency Agreement.
"Notice of an Actionable Event" has the meaning assigned such term in the
Collateral Agency Agreement.
"Permitted Liens" has the meaning assigned such term in the Indenture.
"Person" has the meaning assigned such term in the Indenture.
"Pledge Agreement" means this Pledge and Security Agreement, as amended,
supplemented or otherwise modified from time to time.
4
"Pledged Stock" means, subject to the last sentence of subsection 5(a) of
this Pledge Agreement, the shares of capital stock of the Issuers listed on
Schedule 1 hereto, together with the stock certificates representing such
shares, or stock dividends, options, warrants or rights of any nature whatsoever
that may be received or receivable by or otherwise distributed to the Pledgor in
respect of or in exchange for any or all of such shares, or otherwise in
accordance with the provisions of Section 5(a), while this Pledge Agreement is
in effect.
"Proceeds" means all "proceeds" as such term is defined in Section
9-102(a)(64) of the UCC on the date hereof and, in any event, shall include,
without limitation, all dividends or other income from the Pledged Stock,
collections thereon or distributions with respect thereto.
"Requirements of Law" means the Certificate of Incorporation and By-Laws or
other organizational or governing documents of the Pledgor, and any law, treaty,
rule or regulation, or determination of an arbitrator or a court or other
Governmental Authority, in each case applicable to or binding upon the Pledgor
or any of its material property or to which the Pledgor or any of its material
property is subject.
"Secured Obligations" has the meaning assigned such term in the Collateral
Agency Agreement.
"Subsidiary": as defined in the Indenture.
"Termination Date" means the earlier of (a) the date on which, pursuant to
Section 8 of the Collateral Agency Agreement, the Note Collateral Agent is
required to release its security interest in all collateral security pledged or
otherwise granted to it by the Pledgor pursuant to this Pledge Agreement, or (b)
the date on which the Indenture Obligations have been Fully Satisfied (each as
defined in the Collateral Agency Agreement), whichever shall first occur.
"UCC" means the Uniform Commercial Code from time to time in effect in the
State of New York.
"Voting Stock," as to any issuer, shall mean the issued and outstanding
shares of each class of capital stock or other ownership interests of such
issuer entitled to vote (within the meaning of Treasury Regulations (Section)
1.956-2(c)(2)).
2. Grant of Security Interest; Collateral Agency Agreement Controls.
(a) Grant. The Pledgor hereby pledges to the Note Collateral Agent, for
the benefit of the holders of the Note Obligations, and delivers (or has
delivered) to the Controlling Collateral Agent, for the benefit of the holders
of the Note Obligations and the other Secured Obligations, all the Pledged Stock
and hereby grants to the Note Collateral Agent, for the benefit of the holders
of the Note Obligations, a second priority security interest in the Collateral,
as collateral security for the prompt and complete payment and performance when
due (whether at the stated maturity, by acceleration or otherwise) of the
Guarantee Obligations. Notwithstanding anything to the contrary contained
herein, the Collateral described herein shall constitute collateral security
only for those Guarantee Obligations with respect to which the
5
Proceeds of such Collateral are applied pursuant to Section 4.2(b) (or, if
applicable, 4.8) and 4.2(e) of the Collateral Agency Agreement and the Lien and
security interest provided hereby shall encumber the Collateral only to the
extent of such Guarantee Obligations.
(b) Collateral Agency Agreement Controls. Notwithstanding anything to
the contrary contained in this Pledge Agreement but subject to the last sentence
of this Section 2(b), all of the rights and obligations of the parties hereto
set forth herein are subject to the terms of the Collateral Agency Agreement,
which shall be controlling. Without limiting the generality of the foregoing,
the rights of the Note Collateral Agent and the holders of the Note Obligations
set forth herein relating to (i) the release of or realization upon Collateral
that is subject to Liens granted under the First Lien Documents, (ii) amendments
to or waivers in respect of this Pledge Agreement or any other Note Obligation
Document, (iii) the exercise of remedies with respect to Collateral that is
subject to Liens granted under the First Lien Documents, (iv) the right to
receive, hold and apply Proceeds that are subject to Liens granted under the
First Lien Documents and (v) all other matters addressed herein are granted
subject to, and shall be exercised in accordance with, the terms of the
Collateral Agency Agreement. The terms of this Section 2(b) shall not prevent
the Note Collateral Agent from taking such actions or reasonably requesting the
Pledgor to take such actions as are necessary to perfect or maintain the
perfection of the Note Collateral Agent's security interest in the Collateral,
nor shall such terms mitigate the Pledgor's obligations hereunder to take such
actions, provide such information and deliver such documents, instruments and
certificates as may be necessary to perfect or maintain the perfection of such
security interest.
3. Stock Powers. Unless such stock power previously has been delivered to
the Controlling Collateral Agent, the Pledgor shall deliver an undated stock
power covering each certificate representing one or more shares of Pledged Stock
concurrently with the delivery to the Controlling Collateral Agent of such
certificate, duly executed in blank by the Pledgor with, if the Controlling
Collateral Agent so reasonably requests, signature guaranteed.
4. Representations and Warranties. The Pledgor represents and warrants to
the Note Collateral Agent that:
(a) the Pledgor has the corporate power and authority and the legal
right to execute and deliver, to perform its obligations under, and to grant the
Lien on the Collateral pursuant to this Pledge Agreement and has taken all
necessary corporate action to authorize its execution, delivery and performance
of, and grant of the Lien on the Collateral pursuant to this Pledge Agreement;
(b) this Pledge Agreement constitutes a legal, valid and binding
obligation of the Pledgor enforceable in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors' rights
generally and general equitable principles;
(c) the execution, delivery and performance of this Pledge Agreement
will not violate any Contractual Obligation or material Requirement of Law of
the Pledgor and will not result in the creation or imposition of any Liens on
any of the properties or assets of the
6
Pledgor pursuant to the provisions of any Contractual Obligation, except as
contemplated hereby;
(d) no consent or authorization of, filing with, or other act by or in
respect of, any arbitrator or Governmental Authority and no consent of any other
Person (including, without limitation, any stockholder or creditor of the
Pledgor), is required in connection with the execution, delivery, performance,
validity or enforceability of this Pledge Agreement, except for UCC-1 financing
statement filings with the appropriate Governmental Authorities and such
consents which have already been obtained;
(e) no litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority is pending or, to the knowledge of the
Pledgor, threatened against the Pledgor or against any of its properties or
assets with respect to this Pledge Agreement or any of the transactions
contemplated hereby;
(f) the shares of Pledged Stock of each Issuer listed on Schedule 1,
together with any additional shares of stock delivered by the Pledgor to the
Controlling Collateral Agent in accordance with this Pledge Agreement,
constitute 66% (rounded downwards to avoid fractional shares) of the issued and
outstanding shares of all classes of Voting Stock and 100% of the issued and
outstanding shares of all classes of Non-Voting Stock of such Issuer that are
owned by the Pledgor;
(g) all the shares of the Pledged Stock have been duly authorized and
validly issued and are fully paid and nonassessable;
(h) the Pledgor is the record and beneficial owner of, and has good
title to, the Pledged Stock listed on Schedule I, together with any additional
shares of stock delivered by the Pledgor to the Controlling Collateral Agent in
accordance with this Pledge Agreement, free of any and all Liens or options in
favor of, or claims of, any other Person, except Permitted Liens;
(i) upon delivery to the Controlling Collateral Agent of the stock
certificates evidencing the Pledged Stock, and the filing of a UCC-1 financing
statement in the filing office in which a secured party would be required to
file a financing statement under the UCC in order to perfect its security
interest in Investment Property, the Lien granted pursuant to this Pledge
Agreement will constitute a valid, perfected second priority Lien on the
Collateral subject to the Lien of a securities intermediary or commodities
intermediary (as each such term is defined in the UCC), if any, in Investment
Property and subject to other Permitted Liens, and enforceable as such against
all creditors of the Pledgor and any Persons purporting to purchase any
Collateral from the Pledgor, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general equitable principles;
(j) no Default or Event of Default has occurred and is continuing on
the date hereof and no Default or Event of Default will occur as a result of
consummation of the transactions contemplated hereby; and
7
(k) the pledge of the Collateral pursuant to this Pledge Agreement does
not violate Regulations T, U or X of the Federal Reserve Board or any successors
to such regulations as of the date hereof.
5. Covenants. The Pledgor covenants and agrees with the Note Collateral
Agent that, from and after the date of this Pledge Agreement until the
Termination Date:
(a) If the Pledgor shall, as a result of its ownership of the Pledged
Stock, become entitled to receive or shall receive any stock certificate
(including, without limitation, any certificate representing a stock dividend or
a distribution in connection with any reclassification, increase or reduction of
capital or any certificate issued in connection with any reorganization), option
or rights, whether in addition to, in substitution of, as a conversion of, or in
exchange for any shares of the Pledged Stock, or otherwise in respect thereof,
the Pledgor shall accept the same as the agent of the Controlling Collateral
Agent and the holders of the Secured Obligations (or, if the Note Collateral
Agent is the Controlling Collateral Agent, the Note Obligations), hold the same
in trust for the Controlling Collateral Agent and the holders of the Secured
Obligations (or, if the Note Collateral Agent is the Controlling Collateral
Agent, the Note Obligations), and deliver the same forthwith to the Controlling
Collateral Agent in the exact form received, duly indorsed by the Pledgor to the
Controlling Collateral Agent, if required, together with an undated stock power
covering such certificate duly executed in blank by the Pledgor and with, if the
Controlling Collateral Agent so reasonably requests, signature guaranteed, to be
held by the Controlling Collateral Agent, subject to the terms hereof and the
terms of the Collateral Agency Agreement, as additional collateral security for
the Secured Obligations (or, if the Note Collateral Agent is the Controlling
Collateral Agent, the Guarantee Obligations). Except as otherwise permitted by
the Indenture, any sums paid upon or in respect of the Pledged Stock upon the
liquidation or dissolution of any Issuer and any sums paid in connection with
the redemption of, or in exchange for, collateral, shall be paid over to the
Controlling Collateral Agent for deposit by it in the Collateral Account, until
such monies are disbursed in accordance with the Collateral Agency Agreement,
and in case any distribution of capital shall be made on or in respect of the
Pledged Stock or any property shall be distributed upon or with respect to the
Pledged Stock pursuant to the recapitalization or reclassification of the
capital of any Issuer or pursuant to the reorganization thereof, the property so
distributed shall be delivered to the Controlling Collateral Agent to be held by
it hereunder as additional collateral security for the Secured Obligations (or,
if the Note Collateral Agent is the Controlling Collateral Agent, the Guarantee
Obligations), subject to the terms of the Collateral Agency Agreement. If any
sums of money or property so paid or distributed in respect of the Pledged Stock
shall be received by the Pledgor, the Pledgor shall, until such money or
property is paid or delivered to the Controlling Collateral Agent, hold such
money or property in trust for the Controlling Collateral Agent and the holders
of the Secured Obligations (or, if the Note Collateral Agent is the Controlling
Collateral Agent, the Note Obligations), subject to the Collateral Agency
Agreement, segregated from other funds of the Pledgor, as additional collateral
security for the Secured Obligations (or, if the Note Collateral Agent is the
Controlling Collateral Agent, the Guarantee Obligations). Notwithstanding the
foregoing provisions of this Section 5(a) or any other provision of this
Agreement, in no event shall more than 66% (rounded downwards to avoid
fractional shares) of the issued and outstanding shares of all classes of Voting
Stock and 100% of the issued and outstanding shares of all classes of Non-Voting
Stock of any Issuer owned by the Pledgor constitute Pledged Stock or Collateral
hereunder; and, if at
8
any time the Pledgor delivers to the Controlling Collateral Agent stock
certificates representing more than 66% (rounded downwards to avoid fractional
shares) of the issued and outstanding shares of all classes of Voting Stock
owned by the Pledgor, such excess shares of Voting Stock shall not constitute
Pledged Stock.
(b) The Pledgor will not (i) vote to enable, or take any other action
to permit, any Issuer to issue any stock or other equity securities of any
nature or to issue any other securities convertible into or granting the right
to purchase or exchange for any stock or other equity securities of any nature
of any Issuer which in any such case would be in violation of the terms of the
Indenture, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or
grant any option with respect to, the Collateral in violation of the terms of
the Indenture, or (iii) create, incur or permit to exist any Lien or option in
favor of, or any claim of any Person with respect to, any of the Collateral, or
any interest therein, except for the Lien provided for by this Pledge Agreement
and Permitted Liens. The Pledgor will defend the right, title and interest of
the Note Collateral Agent and the holders of the Note Obligations in and to the
Collateral against the claims and demands of all Persons whomsoever, other than
in the case of Permitted Liens.
(c) At any time and from time to time, upon the written request of the
Note Collateral Agent, and at the sole expense of the Pledgor, the Pledgor will
promptly and duly execute and deliver such further instruments and documents and
take such further actions as may be necessary or that the Note Collateral Agent
may reasonably request for the purposes of perfecting or protecting any security
interest granted hereby or to enable the Note Collateral Agent to obtain or
preserve the full benefits of this Pledge Agreement and of the rights and powers
herein granted.
(d) The Pledgor agrees to pay, and to save the Note Collateral Agent
and the holders of the Note Obligations harmless from, any and all liabilities
with respect to, or resulting from any delay in paying, any and all stamp,
excise, sales or other taxes which may be payable or determined to be payable
with respect to any of the Collateral or in connection with any of the
transactions contemplated by this Pledge Agreement.
6. Dividends; Voting Rights. Unless a Notice of an Actionable Event shall
have been given and remains outstanding and the Controlling Collateral Agent
shall have given notice to the Pledgor of the Controlling Collateral Agent's
intent to exercise its corresponding rights pursuant to paragraph 7 (except in
the case of a Bankruptcy Event of Default, in which case no such notice shall be
required), the Pledgor shall be permitted to receive all dividends (whether in
cash or evidenced by a note or chattel paper but other than stock dividends)
free of the Lien created by this Pledge Agreement, to the extent that such
dividends are permitted under the Indenture, in respect of the Pledged Stock and
to exercise all voting and corporate rights with respect to the Pledged Stock;
provided, however, that no vote shall be cast or corporate right exercised or
other action taken which, in the Controlling Collateral Agent's reasonable
judgment, would impair the Collateral or which would be inconsistent with or
result in any violation of any provision of this Pledge Agreement or the
Indenture.
7. Rights of the Controlling Collateral Agent and the Holders of the Note
Obligations. (a) If a Notice of an Actionable Event shall have been given and
remains outstanding and the Controlling Collateral Agent shall have given notice
of its intent to exercise
9
such rights to the Pledgor (except in the case of a Bankruptcy Event of Default,
in which case no such notice shall be required), (i) the Controlling Collateral
Agent shall have the right to receive any and all dividends (whether in cash or
evidenced by a note or chattel paper) paid in respect of the Pledged Stock and
shall, pursuant to the Collateral Agency Agreement, deposit the proceeds of such
cash dividends in the Collateral Account, until such monies are disbursed in
accordance with the Collateral Agency Agreement, and (ii) all shares of the
Pledged Stock shall be registered in the name of the Controlling Collateral
Agent or its nominee, and the Controlling Collateral Agent or its nominee may
thereafter exercise (A) all voting, corporate and other rights pertaining to
such shares of the Pledged Stock at any meeting of shareholders of the Issuers
or otherwise and (B) any and all rights of conversion, exchange, subscription
and any other rights, privileges or options pertaining to such shares of the
Pledged Stock as if it were the absolute owner thereof (including, without
limitation, the right to exchange at its discretion any and all of the Pledged
Stock upon the merger, consolidation, reorganization, recapitalization or other
fundamental change in the corporate structure of the Issuers, or upon the
exercise by the Pledgor or the Controlling Collateral Agent of any right,
privilege or option pertaining to such shares of the Pledged Stock, and in
connection therewith, the right to deposit and deliver any and all of the
Pledged Stock with any committee, depositary, transfer agent, registrar or other
designated agency upon such terms and conditions as it may determine), all
without liability except to account for property actually received by it, but
the Controlling Collateral Agent shall have no duty to the Pledgor to exercise
any such right, privilege or option and shall not be responsible for any failure
to do so or delay in so doing.
(b) In order to permit the Controlling Collateral Agent to exercise the
voting and other rights which it is entitled to exercise pursuant to paragraph
7(a)(ii) and to receive the dividends and distributions which it is authorized
to receive and retain pursuant to paragraph 7(a)(i), the Pledgor shall, if
necessary, upon written notice from the Controlling Collateral Agent (except in
the case of a Bankruptcy Event of Default, in which case no such notice shall be
required), from time to time execute and deliver (or cause to be executed and
delivered) to the Controlling Collateral Agent all such proxies, dividend
payment orders and other instruments as the Controlling Collateral Agent may
reasonably request.
(c) The rights of the Note Collateral Agent and the holders of the Note
Obligations hereunder shall not be conditioned or contingent upon the pursuit by
the Note Collateral Agent or any holder of the Note Obligations of any right or
remedy against the Issuers or against any other Person which may be or become
liable in respect of all or any part of the Note Obligations or against any
collateral security therefor, guarantee thereof or right of offset with respect
thereto. Neither the Note Collateral Agent nor any holder of the Note
Obligations shall be liable for any failure to demand, collect or realize upon
all or any part of the Collateral or for any delay in doing so, nor shall the
Note Collateral Agent be under any obligation to sell or otherwise dispose of
any Collateral upon the request of the Pledgor or any other Person or to take
any other action whatsoever with regard to the Collateral or any part thereof.
8. Remedies. If a Notice of an Actionable Event shall have been given and
remains outstanding, the Controlling Collateral Agent, on behalf of the holders
of the Secured Obligations (or, if the Note Collateral Agent is the Controlling
Collateral Agent, the Note Obligations), may exercise, in addition to all other
rights and remedies granted in this Pledge Agreement and in any other instrument
or agreement securing, evidencing or relating to the
10
Guarantee Obligations, but subject to the terms of the Collateral Agency
Agreement, all rights and remedies of a secured party under the UCC. Without
limiting the generality of the foregoing, the Controlling Collateral Agent,
without demand of performance or other demand, presentment, protest,
advertisement or notice of any kind (except any notice required by law referred
to below) to or upon the Pledgor, the Issuers or any other Person (all and each
of which demands, defenses, advertisements and notices are hereby waived, to the
extent permitted by applicable law), may in such circumstances, but subject to
the terms of the Collateral Agency Agreement, forthwith collect, receive,
appropriate and realize upon the Collateral, or any part thereof, and/or may
forthwith sell, assign, give option or options to purchase or otherwise dispose
of and deliver the Collateral or any part thereof (or contract to do any of the
foregoing), in one or more parcels at public or private sale or sales, in the
over-the-counter market, at any exchange, broker's board or office of the
Controlling Collateral Agent or elsewhere upon such terms and conditions as it
may deem advisable and at such prices as it may deem best, for cash or on credit
or for future delivery without assumption of any credit risk. The Controlling
Collateral Agent or any holder of the Secured Obligations (or, if the Note
Collateral Agent is the Controlling Collateral Agent, the Note Obligations)
shall have the right upon any such public sale or sales, and, to the extent
permitted by law, upon any such private sale or sales, to purchase the whole or
any part of the Collateral so sold, free of any right or equity of redemption in
the Pledgor, which right or equity is hereby waived or released. The Controlling
Collateral Agent shall, pursuant to the Collateral Agency Agreement, deposit any
Proceeds from time to time held by it and the net proceeds of any such
collection, recovery, receipt, appropriation, realization or sale, in the
Collateral Account, until such monies are disbursed in accordance with the
Collateral Agency Agreement. In the absence of gross negligence or willful
misconduct, neither the Controlling Collateral Agent nor any holder of Note
Obligations shall be deemed to assume any responsibility for or obligation or
duty with respect to any part or all of the Pledged Stock and the other
Collateral of any nature or kind or any matter or proceeding arising out of or
related thereto, but the same shall be at the Pledgor's sole risk at all times.
The Pledgor hereby releases the Controlling Collateral Agent, the Note
Collateral Agent, and the holders of Note Obligations from any claims, causes of
action and demands at any time arising out of or with respect to this Pledge
Agreement, the Pledged Stock and the other Collateral and/or any actions taken
or omitted to be taken by the Controlling Collateral Agent, the Note Collateral
Agent, and/or the holders of Note Obligations with respect thereto and the
Pledgor hereby agrees to hold the Controlling Collateral Agent, the Note
Collateral Agent, and/or such holder of Note Obligations, as the case may be,
harmless from and with respect to any and all such claims, causes of action and
demands, except in the case of the Controlling Collateral Agent, the Note
Collateral Agent, or any holder of Note Obligations, to the extent of any gross
negligence or willful misconduct on the part of the Controlling Collateral
Agent, the Note Collateral Agent, or such holder of Note Obligations, as the
case may be, subject in each case to the terms of the Collateral Agency
Agreement. If any notice of a proposed sale or other disposition of Collateral
shall be required by law, such notice shall be deemed reasonable and proper if
given at least 10 days before such sale or other disposition. All waivers by the
Pledgor of rights (including rights to notice), and all rights and remedies
afforded the Controlling Collateral Agent herein, and all other provisions of
this Pledge Agreement, are expressly made subject to any applicable mandatory
provisions of law limiting, or imposing conditions (including conditions as to
reasonableness) upon, such waivers or the effectiveness thereof or any such
rights and remedies. Any sale or other disposition of the Collateral and the
possession thereof by the Controlling Collateral Agent shall
11
be in compliance with all provisions of applicable law (including applicable
securities laws and applicable provisions of the UCC). The Pledgor shall remain
liable for any deficiency if the proceeds of any sale or other disposition of
Collateral are insufficient to pay the Guarantee Obligations and the reasonable
fees and disbursements of any attorneys employed by the Controlling Collateral
Agent, the Note Collateral Agent or any holder of the Note Obligations to
collect such deficiency.
9. Registration Rights; Private Sales. (a) If the Controlling Collateral
Agent shall determine to exercise its right to sell any or all of the Pledged
Stock pursuant to paragraph 8 hereof, and if in the opinion of the Controlling
Collateral Agent it is necessary or advisable to have the Pledged Stock, or that
portion thereof to be sold, registered under the provisions of the Securities
Act of 1933, as amended, or the applicable laws of any jurisdiction outside of
the United States (such Act and such other applicable laws collectively, the
"Securities Act"), the Pledgor will cause the Issuers to (i) execute and
deliver, and use its best efforts to cause the directors and officers of the
Issuers to execute and deliver, all such instruments and documents, and do or
cause to be done all such other acts as may be, in the reasonable opinion of the
Controlling Collateral Agent, necessary or advisable to register the Pledged
Stock, or that portion thereof to be sold, under the provisions of the
Securities Act, (ii) use its best efforts to cause the registration statement
relating thereto to become effective and to remain effective for a period of one
year from the date of the first public offering of the Pledged Stock, or that
portion thereof to be sold, and (iii) make all amendments thereto and/or to the
related prospectus which, in the reasonable opinion of the Controlling
Collateral Agent, are necessary or advisable, all in conformity with the
requirements of the Securities Act and the rules and regulations of the
Securities and Exchange Commission (or applicable regulatory body under the laws
of any jurisdiction outside of the United States) applicable thereto. The
Pledgor agrees to cause the Issuers to comply with the provisions of the
securities or "Blue Sky" laws of any and all jurisdictions (including foreign
jurisdictions) which the Controlling Collateral Agent shall reasonably designate
and to make available to its security holders, as soon as practicable, an
earnings statement (which need not be audited) which will satisfy the provisions
of Section 11(a) of the Securities Act.
(b) The Pledgor recognizes that the Controlling Collateral Agent may be
unable to effect a public sale of any or all the Pledged Stock, by reason of
certain prohibitions contained in the Securities Act and applicable state
securities laws or otherwise, and may be compelled to resort to one or more
private sales thereof to a restricted group of purchasers which will be obliged
to agree, among other things, to acquire such securities for their own account
for investment and not with a view to the distribution or resale thereof. The
Pledgor acknowledges and agrees that any such private sale may result in prices
and other terms less favorable than if such sale were a public sale and,
notwithstanding such circumstances, agrees that any such private sale shall be
deemed to have been made in a commercially reasonable manner. The Controlling
Collateral Agent shall be under no obligation to delay a sale of any of the
Pledged Stock for the period of time necessary to permit the Issuers to register
such securities for public sale under the Securities Act, or under applicable
state or foreign securities laws, even if the Issuers would agree to do so.
(c) The Pledgor further agrees to use its best efforts to do or cause
to be done all such other acts as may be necessary to make such sale or sales of
all or any portion of
12
the Pledged Stock pursuant to this paragraph 9 valid and binding and in
compliance with any and all other applicable Requirements of Law. The Pledgor
further agrees that a breach of any of the covenants contained in this paragraph
9 will cause irreparable injury to the Controlling Collateral Agent, the Note
Collateral Agent, and the holders of the Note Obligations, that the Controlling
Collateral Agent, the Note Collateral Agent, and the holders of the Note
Obligations have no adequate remedy at law in respect of such breach and, as a
consequence, that each and every covenant contained in this paragraph 9 shall,
subject to the Collateral Agency Agreement, be specifically enforceable against
the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses
against an action for specific performance of such covenants (to the extent
permitted by applicable law) except for a defense that no Actionable Event or
Bankruptcy Event of Default had occurred and was continuing at the time the
Controlling Collateral Agent gave notice pursuant to paragraph 7(a) hereof.
10. Amendments, etc. with Respect to the Note Obligations. The Pledgor
shall remain obligated hereunder, and the Collateral shall remain subject to the
Lien granted hereby, notwithstanding that, without any reservation of rights
against the Pledgor, and without notice to or further assent by the Pledgor, any
demand for payment of any of the Note Obligations made by the Note Collateral
Agent or any holder thereof may be rescinded by the Note Collateral Agent or
such holder, and any of the Note Obligations continued, and the Note
Obligations, or the liability of the Pledgor or any other Person upon or for any
part thereof, or any collateral security or guarantee therefor or right of
offset with respect thereto, may, from time to time, in whole or in part, be
renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered, or released by the Note Collateral Agent or any holder of the Note
Obligations, and the Note Obligation Documents executed and delivered in
connection therewith may be amended, modified, supplemented or terminated, in
whole or part, in accordance with the provisions of the Indenture and the
Collateral Agency Agreement, and any guarantee, right of offset or other
collateral security at any time held by the Note Collateral Agent or any holder
of the Note Obligations for the payment of the Note Obligations may be sold,
exchanged, waived, surrendered or released. Neither the Note Collateral Agent
nor any holder of the Note Obligations shall have any obligation to protect,
secure, perfect or insure this or any other Lien at any time held by it as
security for the Note Obligations or any property subject thereto. The Pledgor
waives any and all notice of the creation, renewal, extension or accrual of any
of the Note Obligations and notice of or proof of reliance by the Note
Collateral Agent or any holder of the Note Obligations upon this Pledge
Agreement. The Pledgor waives diligence, presentment, protest, demand for
payment and notice of default or nonpayment to or upon any Issuer or the Pledgor
with respect to the Note Obligations.
11. Limitation on Duties Regarding Collateral. The Note Collateral Agent's
sole duty with respect to the custody, safekeeping and physical preservation of
the Collateral in its possession, under Section 9-207 of the UCC or otherwise,
shall be to deal with it in the same manner as the Note Collateral Agent deals
with similar securities and property for its own account. Neither the Note
Collateral Agent, any holder of the Note Obligations nor any of their respective
directors, officers, employees, agents or advisors shall be liable for failure
to demand, collect or realize upon any of the Collateral or for any delay in
doing so or shall be under any obligation to sell or otherwise dispose of any
Collateral upon the request of the Pledgor or otherwise.
13
12. Powers Coupled with an Interest. All authorizations and agencies herein
contained with respect to the Collateral are irrevocable and constitute powers
coupled with an interest.
13. Severability. Any provision of this Pledge Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
14. Attorney-in-Fact. Pledgor does hereby constitute the Note Collateral
Agent, its successors and assigns, such Pledgor's true and lawful attorney,
irrevocably, with full power (in the name of Pledgor or otherwise) to file any
claims or take any action (in law or equity or as otherwise deemed appropriate
by the Note Collateral Agent) which the Note Collateral Agent may deem
reasonably necessary or advisable in the premises to protect its security
interest pursuant to this Pledge Agreement but only after a Notice of an
Actionable Event has been given and remains outstanding or after Pledgor has
failed to take such action within a reasonable time after request therefor and
in each case subject to the terms of the Collateral Agency Agreement. The
Pledgor also hereby authorizes the Note Collateral Agent to file any financing
or continuation statements which the Note Collateral Agent in its sole and
reasonable discretion shall determine to be necessary, without the signature of
the Pledgor to the extent permitted by applicable law. The Note Collateral Agent
shall send a copy of each such financing or continuation statement to the
Pledgor. A carbon, photographic or other reproduction of this Pledge Agreement
shall be sufficient as a financing statement for filing in any jurisdiction.
15. Paragraph Headings. The paragraph headings used in this Pledge
Agreement are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof.
16. No Waiver; Cumulative Remedies. Neither the Note Collateral Agent nor
any holder of the Note Obligations shall by any act (except as provided in
paragraph 17 hereof) be deemed to have waived any right or remedy hereunder or
to have acquiesced in any Actionable Event or Bankruptcy Event of Default or in
any breach of any of the terms and conditions hereof. No failure to exercise,
nor any delay in exercising, on the part of the Note Collateral Agent or any
holder of the Note Obligations, any right, power or privilege hereunder shall
operate as a waiver thereof. No single or partial exercise of any right, power
or privilege hereunder shall preclude any other or further exercise thereof or
the exercise of any other right, power or privilege. A waiver by the Note
Collateral Agent or any holder of the Note Obligations of any right or remedy
hereunder on any one occasion shall not be construed as a bar to any right or
remedy which the Note Collateral Agent or such holder of the Note Obligations
would otherwise have on any future occasion. The rights and remedies herein
provided are cumulative, may be exercised singly or concurrently and are not
exclusive of any other rights or remedies provided by law.
17. Waivers and Amendments; Successors and Assigns. None of the terms or
provisions of this Pledge Agreement may be waived, amended, supplemented or
otherwise
14
modified except in accordance with the terms of the Indenture and the Collateral
Agency Agreement. Without limiting the generality of the foregoing, amendments,
waivers and consents effected in respect of certain provisions of the First Lien
Documents shall, upon their effectiveness but only to the extent provided in the
Collateral Agency Agreement, apply with equal force to the comparable provisions
of this Pledge Agreement and become effective with respect thereto without the
consent of or any other action on the part of any Person. This Pledge Agreement
shall be binding upon the successors and assigns of the Pledgor and shall inure
to the benefit of the Controlling Collateral Agent, the Note Collateral Agent
and the holders of the Note Obligations and their respective successors and
assigns.
18. GOVERNING LAW. THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
19. Notices. Notices by the Note Collateral Agent to the Pledgor or any
Issuer may be given by mail, hand delivery or by facsimile transmission,
addressed or transmitted to the Pledgor, Note Collateral Agent and to any
Issuer, respectively, as follows:
if to the Pledgor:
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Senior Vice President and General Counsel
Facsimile: 000-000-0000;
if to the Note Collateral Agent:
Wilmington Trust Company
Xxxxxx Square North
0000 X. Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: Corporate Trust Administration
Facsimile: 000-000-0000; and
if to the Issuer at its address or transmission number set forth under its
signature on the Acknowledgement and Consent attached hereto and shall be
effective (a) in the case of mail or hand delivery, when delivered, and (b) in
the case of facsimile notices, when sent. The Pledgor and any Issuer may change
their respective addresses and transmission numbers by written notice to the
Note Collateral Agent.
20. Irrevocable Authorization and Instruction to Issuers. The Pledgor
hereby authorizes and instructs any Issuer to comply with any instruction
received by it from the Controlling Collateral Agent in writing that (a) states
that a Notice of an Actionable Event has been given and is outstanding and (b)
is otherwise in accordance with the terms of this Pledge Agreement and the
Collateral Agency Agreement, without any other or further instructions from the
Pledgor, and the Pledgor agrees that any Issuer shall be fully protected in so
complying.
15
21. Authority of Administrative Agent. The Pledgor acknowledges that the
rights and responsibilities of the Note Collateral Agent under this Pledge
Agreement with respect to any action taken by the Note Collateral Agent or the
exercise or non-exercise by the Note Collateral Agent of any option, voting
right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Pledge Agreement shall, as between the Note
Collateral Agent and the holders of the Note Obligations, be governed by the
Indenture and by the Collateral Agency Agreement, but, as between the Note
Collateral Agent and the Pledgor, the Note Collateral Agent shall be
conclusively presumed to be acting with full and valid authority so to act or
refrain from acting, and neither the Pledgor nor any Issuer shall be under any
obligation, or entitlement, to make any inquiry respecting such authority.
22. Release of Collateral and Termination. The Collateral shall be released
from the Lien created hereby, and this Pledge Agreement and all obligations of
the Note Collateral Agent and the Pledgor hereunder shall terminate, in
accordance with the provisions of Sections 8 and 10.6 of the Collateral Agency
Agreement.
16
IN WITNESS WHEREOF, the undersigned has caused this Pledge Agreement to be
duly executed and delivered as of the date first above written.
PPI TWO CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Assistant Secretary
WILMINGTON TRUST COMPANY,
as Note Collateral Agent
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
SCHEDULE 1 to Subsidiary
Pledge Agreement (International)
--------------------------------
DESCRIPTION OF PLEDGED STOCK
----------------------------
Stock
Class of Cert. No. of
Issuer Stock No. Shares
------ ----- --- ------
Revlon (Cayman) Limited Common 5 726
ACKNOWLEDGEMENT AND CONSENT
The undersigned, being one of the Issuers referred to in the foregoing
Pledge Agreement, hereby acknowledges receipt of a copy thereof and agrees to be
bound thereby and to comply with the terms thereof insofar as such terms are
applicable to it. The undersigned agrees to notify the Controlling Collateral
Agent and the Note Collateral Agent promptly in writing of the occurrence of any
of the events described in paragraph 5(a) of the Pledge Agreement. The
undersigned further agrees that the terms of paragraph 9(c) of the Pledge
Agreement shall apply to it, mutatis mutandis, with respect to all actions that
may be required of it under or pursuant to or arising out of paragraph 9 of the
Pledge Agreement.
The undersigned will comply with any instruction received by it from the
Controlling Collateral Agent that (a) states that a Notice of an Actionable
Event has been given and remains outstanding and (b) is otherwise in accordance
with the terms of the applicable Pledge Agreement and the Collateral Agency
Agreement, without any other or further instructions from the Pledgor of its
capital stock. Compliance with such instructions shall include, if so requested,
without limitation, making any dividend or other payments with respect to the
Pledged Stock of the undersigned directly to the Controlling Collateral Agent,
for the benefit of the holders of the Secured Obligations (or, if the Note
Collateral Agent is the Controlling Collateral Agent, the Note Obligations).
REVLON (CAYMAN) LIMITED
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Assistant Secretary
Address for Notices:
c/o Revlon Consumer Products Corporation
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Senior Vice President and
General Counsel
Facsimile: (000) 000-0000
