Third Amendment to Tax Sharing Agreement among MAFCO Holdings, Revlon Holdings, Revlon, Inc., and Subsidiaries

Summary

This amendment, effective January 1, 2001, modifies the existing Tax Sharing Agreement between MAFCO Holdings Inc., Revlon Holdings Inc., Revlon, Inc., Revlon Consumer Products Corporation, and various subsidiaries. The main change is the complete removal of Section 6(c) from the original agreement. All other terms of the Tax Sharing Agreement remain unchanged and in effect. The amendment is executed by authorized representatives of all parties involved.

EX-10.5 3 0003.txt THIRD AMENDMENT TO TAX SHARING AGREEMENT Exhibit 10.5 THIRD AMENDMENT TO TAX SHARING AGREEMENT This is the Third Amendment dated as of January 1, 2001 to the TAX SHARING AGREEMENT entered into as of June 24, 1992 (as amended on February 28, 1995 and January 1, 1997) (as so amended, the "Agreement"), by and among MAFCO HOLDINGS INC., a Delaware corporation ("Parent"), REVLON HOLDINGS INC., a Delaware corporation ("Holdings"), REVLON, INC., a Delaware corporation ("Public Co."), REVLON CONSUMER PRODUCTS CORPORATION, a Delaware corporation ("Operating Co.") and the Subsidiaries of Public Co. that are signatories hereto (capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Agreement). RECITALS The Agreement provides that Public Co. shall make certain payments in respect of taxes to Holdings and Operating Co. and its Subsidiaries shall make certain payments to Public Co. in respect of taxes under circumstances as provided in the Agreement. The parties desire to amend the Agreement as set forth herein. AGREEMENT For good and valuable consideration, the parties hereto agree as follows: 1. Deletion of Section 6(c). Section 6(c) of the Agreement is hereby deleted in its entirety. 2. This Third Amendment shall be effective as of January 1, 2001. Except as amended by this Third Amendment, the Agreement shall remain unchanged and in full force and effect. IN WITNESS WHEREOF, each of the parties has caused this Third Amendment to be executed by its respective duly authorized officer as of the date first above written. MAFCO HOLDINGS INC. By: /s/ Norman J. Gintsling ---------------------------------- Name: Norman J. Gintsling Title: Senior Vice President REVLON HOLDINGS INC. By: /s/ Stanley B. Dessen ---------------------------------- Name: Stanley B. Dessen Title: Senior Vice President REVLON, INC. By: /s/ Stanley B. Dessen ---------------------------------- Name: Stanley B. Dessen Title: Senior Vice President REVLON CONSUMER PRODUCTS CORPORATION By: /s/ Stanley B. Dessen ---------------------------------- Name: Stanley B. Dessen Title: Senior Vice President ALMAY, INC. CARRINGTON PARFUMS LTD. COSMETICS & MORE INC. CHARLES REVSON INC. NORTH AMERICA REVSALE INC. OXFORD PROPERTIES CO. PACIFIC FINANCE & DEVELOPMENT CORP. PPI TWO CORPORATION PRESTIGE FRAGRANCES, LTD. REVLON CONSUMER CORP. REVLON GOVERNMENT SALES, INC. REVLON INTERNATIONAL CORPORATION REVLON PRODUCTS CORP. -2- REVLON REAL ESTATE CORPORATION RIROS CORPORATION RIROS GROUP INC. RIT INC. For and on behalf of the above-listed companies: By: /s/ Stanley B. Dessen ---------------------------------- Name: Stanley B. Dessen Title: Vice President -3-