EXHIBIT 4.2
[FORM OF FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE
SECURITY]
CUSIP No. $
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12% Senior Secured Exchange Note Due 2005
Revlon Consumer Products Corporation, a Delaware corporation,
promises to pay to____________ , or registered assigns, the principal sum of
________ Dollars on December 1, 2005.
Interest Payment Dates: June 1 and December 1.
Record Dates: May 15 and November 15.
Additional provisions of this Security are set forth on the
other side of this Security.
Dated: REVLON CONSUMER PRODUCTS
CORPORATION
By:
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[Title]
[SEAL] By:
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[Title]
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
WILMINGTON TRUST COMPANY,
as Trustee, certifies
that this is one of
the Securities referred
to in the Indenture.
by
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Authorized Signatory
*/ [If the Security is to be issued in global form add the Global Securities
Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 to
Appendix A captioned "[TO BE ATTACHED TO GLOBAL SECURITIES] - SCHEDULE OF
INCREASES OR DECREASES IN GLOBAL SECURITY".]
**/ [If the Security is a Private Exchange Security issued in a Private Exchange
Offer to an Initial Purchaser holding an unsold portion of its initial
allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and
replace the Assignment Form included in this Exhibit A with the Assignment Form
included in such Exhibit 1 to Appendix A.]
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[FORM OF REVERSE SIDE OF EXCHANGE SECURITY
OR PRIVATE EXCHANGE SECURITY]
12% Senior Secured Exchange Note Due 2005
1. Interest
Revlon Consumer Products Corporation, a Delaware corporation
(such corporation, and its successors and assigns under the Indenture
hereinafter referred to, being herein called the "Company"), promises to pay
interest on the Principal amount of this Security at the rate per annum shown
above (without duplication of the interest that accrued on the Initial Security
in exchange for which this Security was issued)[; provided, however, that if (a)
by February 25, 2002, neither the Shelf Registration Statement nor the Exchange
Offer Registration Statement has been filed with the SEC, the rate per annum at
which this Security bears interest will increase by 0.5% from and including such
date until but excluding the earlier of (i) the date on which the Shelf
Registration Statement or the Exchange Offer Registration Statement is filed and
(ii) June 24, 2002 and if (b) by June 24, 2002, neither (i) the Registered
Exchange Offer is consummated nor (ii) the Shelf Registration Statement is
declared effective, the rate per annum at which this Security bears interest
will increase by 0.5% from and including such date until but excluding the
earlier of (i) the consummation of the Registered Exchange Offer and (ii) the
effective date of the Shelf Registration Statement.](1) The Company will pay
interest semiannually on June 1 and December 1 of each year, commencing June 1,
2002. Interest on the Securities will accrue from the most recent date to which
interest has been paid on the Initial Securities, or, if no interest has been
paid on the Initial Securities, the Exchange Securities or the Private Exchange
Securities, as the case may be, from November 26, 2001. Interest will be
computed on the basis of a 360-day year of twelve 30-day months. The Company
shall pay interest on overdue Principal at the rate borne by the Securities plus
1% per annum, and it shall pay interest on overdue installments of interest at
the same rate to the extent lawful.
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(1) Insert if at the time of issuance of the Exchange Security or Private
Exchange Security (as the case may be) neither the Registered Exchange Offer has
been consummated nor a Shelf Registration Statement has been declared effective
in accordance with the Registration Agreement.
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2. Method of Payment
The Company will pay interest referred to in paragraph 1 above
(except defaulted interest) on the Exchange Securities or Private Exchange
Securities to the persons who are registered holders of Securities at the close
of business on the May 15 and November 15 next preceding the interest payment
date even if Exchange Securities or Private Exchange Securities are canceled
after the record date and on or before the interest payment date. The Company
will pay interest referred to in paragraph 1 of the Initial Securities (except
defaulted interest) on the Initial Securities in exchange for which the Exchange
Securities or Private Exchange Securities were issued to the Persons who, at the
close of business on the May 15 or the November 15 next preceding each interest
payment date, are registered holders of such Initial Securities, if such record
date occurs prior to such exchange, or registered holders of the Exchange
Securities or Private Exchange Securities, if such record date occurs on or
after the date of such exchange, even if Exchange Securities or Private Exchange
Securities are canceled after the record date and on or before the interest
payment date. Holders must surrender Securities to a Paying Agent to collect
Principal payments. The Company will pay Principal, interest and premium, if
any, in money of the United States that at the time of payment is legal tender
for payment of public and private debts. Payments in respect of the Securities
represented by a global note (including principal, premium and interest) will be
made by wire transfer of immediately available funds to the accounts specified
by The Depository Trust Company. The Company will make all payments in respect
of a certificated Security (including principal, premium and interest) by
mailing a check to the registered address of each Holder thereof; provided,
however, that payments on a certificated Security will be made by wire transfer
to a U.S. dollar account maintained by the payee with a bank in the United
States if such Holder elects payment by wire transfer by giving written notice
to the Trustee or the Paying Agent to such effect designating such account no
later than 30 days immediately preceding the relevant due date for payment (or
such other date as the Trustee may accept in its discretion).
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3. Paying Agent, Registrar and Collateral Agent
Initially, Wilmington Trust Company, as trustee ("Trustee"),
will act as Paying Agent and Registrar. The Company may appoint and change any
Paying Agent, Registrar or co-registrar without notice. The Company or any of
its domestically incorporated Wholly Owned Recourse Subsidiaries may act as
Paying Agent, Registrar or co-registrar. Initially, Wilmington Trust Company
will act as Collateral Agent.
4. Indenture
The Company issued the Securities under an Indenture dated as
of November 26, 2001 ("Indenture"), between the Company and the Trustee. The
terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act").
Capitalized terms used herein and not defined herein have the meanings ascribed
thereto in the Indenture. The Securities are subject to all such terms, and
Securityholders are referred to the Indenture and the Act for a statement of
those terms.
The Securities are obligations of the Company secured as
provided in paragraph 9 below and limited to $663,000,000 aggregate Principal
amount (subject to Section 2.07 of the Indenture). This Security is one of the
Exchange Securities referred to in the Indenture. The Securities constitute
"Designated Senior Debt" of the Company for purposes of the Company's Indenture
dated as of February 1, 1998 with U.S. Bank Trust National Association, as
trustee. [This Security is one of the Original Securities referred to in the
Indenture issued in an aggregate Principal amount of $363,000,000. The
Securities include the Original Securities, up to an aggregate Principal amount
of $300,000,000 of Additional Securities that may be issued under the Indenture
and any Exchange Securities or Private Exchange Securities issued in exchange
for Initial Securities]. [This Security is one of up to $300,000,000 aggregate
Principal amount of Additional Securities. The Securities include such
Additional Securities, the Initial Securities in an aggregate principal amount
of $363,000,000 previously issued under the Indenture and any Exchange
Securities or Private Exchange Securities issued in exchange for Initial
Securities.] The Initial Securities, the Exchange Securities, the Private
Exchange Securities and any Additional Securities are treated as a single class
of securities under the Indenture. The Indenture imposes certain limitations
on, among other things, the
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issuance of debt and redeemable stock by the Company, the issuance of debt and
preferred stock by the Subsidiaries of the Company, the payment of dividends and
other distributions and acquisitions or retirements of the Company's Capital
Stock and Subordinated Obligations, the incurrence by the Company and its
Subsidiaries of Liens on its property and assets, the sale or transfer of assets
and Subsidiary stock by the Company and transactions with Affiliates. In
addition, the Indenture limits the ability of the Company and its Subsidiaries
to restrict distributions and dividends from Subsidiaries.
5. Optional Redemption
The Company may redeem the Securities at the option of the
Company at any time or from time to time, in whole or in part, at a redemption
price equal to the sum of (i) the then outstanding aggregate Principal amount
thereof, plus (ii) accrued and unpaid interest (if any) to the redemption date,
plus (iii) the Applicable Premium.
6. Notice of Redemption
Notice of redemption under paragraph 5 will be mailed at least
30 days but not more than 60 days before the redemption date to each Holder of
Securities to be redeemed at his registered address. Securities in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000. If money sufficient to pay the redemption price of and accrued interest
on all Securities (or portions thereof) to be redeemed on the redemption date is
deposited with the Paying Agent on or before the redemption date and certain
other conditions are satisfied, on and after such date interest ceases to accrue
on such Securities (or such portions thereof) called for redemption.
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7. Put Provisions
Upon a Change of Control, any Holder of Securities will have
the right, subject to certain conditions, to cause the Company to repurchase all
or any part of the Securities of such Holder at a repurchase price equal to the
Put Amount of the Securities to be repurchased plus accrued and unpaid interest
to the repurchase date (subject to the right of Holders of record on the
relevant record date to receive interest due on the related interest payment
date) as provided in, and subject to the terms of, the Indenture.
8. Denominations; Transfer; Exchange
The Securities are in registered form without coupons in
denominations of $1,000 and whole multiples of $1,000. A Holder may transfer or
exchange Securities in accordance with the Indenture. The Registrar may require
a Holder, among other things, to furnish appropriate endorsements or transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture. The Registrar need not register the transfer of or exchange any
Securities selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed) or any
Securities for a period of 15 days before a selection of Securities to be
redeemed.
9. Guarantees; Security
The payment of Principal of and interest, if any, on the
Securities and other Obligations of the Company under the Securities and the
Indenture will be (i) unconditionally and jointly and severally guaranteed by
the Guarantors, pursuant to, and subject to the terms (including release
provisions) of, Section 4.10 and Article X of the Indenture and (ii) secured on
a second-priority basis by the Lien of the Security Documents pursuant to, and
subject to the terms (including release provisions) of, Section 4.12 and Article
XI of the Indenture and the Collateral Agency Agreement.
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10. Persons Deemed Owners
The registered Holder of this Security may be treated as the
owner of it for all purposes.
11. Unclaimed Money
If money for the payment of Principal or interest remains
unclaimed for two years, the Trustee or Paying Agent shall pay the money back to
the Company at its request unless an abandoned property law designates another
person. After any such payment, Holders entitled to the money must look only to
the Company and not to the Trustee for payment.
12. Discharge and Defeasance
Subject to certain conditions, the Company at any time may
terminate some or all of its obligations under the Securities and the Indenture
if the Company deposits with the Trustee money or U.S. Government Obligations
for the payment of Principal and interest on the Securities to redemption or
maturity, as the case may be.
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13. Amendment, Waiver
Subject to certain exceptions set forth in the Indenture, (i)
the Indenture, any Indenture Guarantee or the Securities or any other Indenture
Document may be amended with the written consent of the Holders of at least a
majority in Principal amount outstanding of the Securities and (ii) any default
or noncompliance with any provision may be waived with the written consent of
the Holders of a majority in Principal amount outstanding of the Securities.
Subject to certain exceptions set forth in the Indenture, without the consent of
any Securityholder, the Company, the Guarantors and the Trustee may amend the
Indenture, any Indenture Guarantee or the Securities or any other Indenture
Document to cure any ambiguity, omission, defect or inconsistency, or to comply
with Sections 4.10, 4.11 or 4.12 or Article V or XI of the Indenture, or to
provide for uncertificated Securities in addition to or in place of certificated
Securities, or to add Indenture Guarantees with respect to the Securities or to
secure the Securities, or to add additional covenants or surrender rights and
powers conferred on the Company, or to comply with any requirement of the SEC in
connection with qualifying the Indenture under the Act, or to otherwise comply
with the Act or to provide for the issuance of the Exchange Securities or the
Private Exchange Securities, or to make any change that does not adversely
affect the rights of any Securityholder. A consent to any amendment or waiver of
any provision in the Indenture or in the Securities by any Holder given in
connection with a tender of such Holder's Securities shall not be rendered
invalid by such tender.
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14. Defaults and Remedies
Under the Indenture, Events of Default include (i) default for
30 days in payment of interest on the Securities; (ii) default in payment of
Principal on the Securities at maturity, upon redemption pursuant to paragraph 5
of the Securities, upon declaration or otherwise, or failure by the Company to
repurchase Securities when required; (iii) failure by the Company, as
applicable, to comply with other agreements in the Indenture or the Securities,
in certain cases subject to notice and lapse of time; (iv) certain accelerations
(including failure to pay within any grace period after final maturity) of other
Debt of the Parent Guarantor, the Company or any Significant Subsidiary if the
amount accelerated (or so unpaid) exceeds $25 million and continues for 10 days
after the required notice to the Company; (v) certain events of bankruptcy or
insolvency with respect to the Parent Guarantor, the Company or any Significant
Subsidiary; (vi) certain judgments or decrees for the payment of money in excess
of $25 million if such default continues for 10 days after the required notice
to the Company; (vii) the invalidity or asserted invalidity by the Company or
any Guarantor of the Liens created by the Security Documents (with certain
exceptions) if such default continues for 10 days after the required notice to
the Company; and (viii) an Indenture Guarantee ceasing to be in full force and
effect (other than in accordance with the Indenture) if such default continues
for 10 days after the required notice to the Company or denial or disaffirmation
by a Guarantor of its obligations under its Indenture Guarantee. If an Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in
Principal amount of the Securities may declare all the Securities to be due and
payable immediately. Certain events of bankruptcy or insolvency are Events of
Default which will result in the Securities being due and payable immediately
upon the occurrence of such Events of Default.
Securityholders may not enforce the Indenture or the
Securities except as provided in the Indenture. The Trustee may refuse to
enforce the Indenture or the Securities unless it receives reasonable indemnity
or security. Subject to certain limitations, Holders of a majority in Principal
amount of the Securities may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Securityholders notice of any continuing
Default (except a Default in payment of Principal or interest) if it determines
that withholding notice is in their interest.
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15. Trustee Dealings with the Company
Subject to certain limitations imposed by the Act, the Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee.
16. No Recourse Against Others
A director, officer, employee or stockholder, as such, of the
Company or the Trustee shall not have any liability for any obligations of the
Company or the Trustee under the Securities or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. By
accepting a Security, each Securityholder waives and releases all such
liability. The waiver and release are part of the consideration for the issue of
the Securities.
17. Authentication
This Security shall not be valid until an authorized signatory
of the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.
18. Abbreviations
Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT
(=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship
and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to
Minors Act).
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19. CUSIP Numbers
Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures the Company has caused CUSIP numbers
to be printed on the Securities and has directed the Trustee to use CUSIP
numbers in notices of redemption as a convenience to Securityholders. No
representation is made as to the accuracy of such numbers either as printed on
the Securities or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.
20. Holders' Compliance with Registration Agreement
Each Holder of a Security, by acceptance hereof, acknowledges
and agrees to the provisions of the Registration Agreement, including, without
limitation, the obligations of the Holders with respect to a registration and
the indemnification of the Company to the extent provided therein.
21. Governing Law
THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
The Company will furnish to any Securityholder upon written
request and without charge to the Securityholder a copy of the Indenture which
has in it the text of this Security in larger type. Requests may be made to the
Company at:
625 Madison Avenue
New York, New York 10022
Attention of General Counsel
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ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
(Print or type assignee's name, address and zip code)
(Insert assignee's soc. sec. or tax I.D. No.)
and irrevocably appoint agent to transfer
this Security on the books of the Company. The agent
may substitute another to act for him.
Date: Your Signature:
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(Sign exactly as your name
appears on the other side of
this Security.)
Signature must be guaranteed
by a participant in a
recognized signature guaranty
medallion program or other
signature guarantor acceptable
to the Trustee.
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OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Security purchased by the
Company pursuant to Section 4.07 or 4.09 of the Indenture, check the box:
[ ]
If you want to elect to have only part of this Security
purchased by the Company pursuant to Section 4.07 or 4.09 of the Indenture,
state the amount in Principal amount: $
Date: Your Signature:
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(Sign exactly as your name
appears on the other side of
the Security.)
Signature Guarantee:
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(Signature must be guaranteed by a member
firm of the New York Stock Exchange or a
commercial bank or trust company.)
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