EX-99 3 s479044.txt EXH. 10.31 March 24, 2004 Mafco Holdings Inc. 35 East 62nd Street New York, New York 10021 Attention: Barry F. Schwartz Executive Vice President and General Counsel Facsimile: (212) 572-5170 email: bschwartz@mafgrp.com Ladies and Gentlemen: Reference is made to that certain exchange support agreement dated as of February 11, 2004 (as amended, the "Support Agreement") by and between Revlon, Inc. and Mafco Holdings Inc. Capitalized terms used herein and not defined shall have the meaning ascribed to such terms in the Support Agreement. In light of the results of the Exchange Offer in which the aggregate principal amount of Additional Tendered Notes equals $190,339,000, which results in an Aggregate Offering Amount (and an Aggregate Back-Stop Amount) of $9,661,000, the parties agree that the costs and expenses, including, without limitation, legal, accounting and printing expenses, as well as the use of organizational resources, in a $9,661,000 rights offering would be unduly disproportionate and that it would be a better use of corporate resources to add this amount to the additional debt reduction which is to be completed by March 31, 2006. Accordingly, notwithstanding anything contained in the Support Agreement to the contrary, Revlon shall not conduct the Rights Offering and that M&F shall not purchase the Back-Stop Shares. For the avoidance of doubt, this shall not (i) affect Revlon's obligations with respect to the Additional Offerings, (ii) reduce the Aggregate Additional Offering Amount (which, as a result of this letter agreement, is currently $109,661,000) or (iii) affect M&F's obligations to purchase the Aggregate Additional Back-Stop Amount (which, as a result of this letter agreement, is an aggregate investment amount of $109,661,000). As modified hereby, the Support Agreement and its terms and conditions are hereby ratified and confirmed for all purposes and in all respects. [Execution Page Follows] Very truly yours, REVLON, INC. /s/ Robert K. Kretzman By:________________________ Name: Robert K. Kretzman Title: Executive Vice President, Chief Legal Officer and Secretary Acknowledged and Agreed: Mafco Holdings Inc. /s/ Todd J. Slotkin ______________________________ Authorized Signature ______________________________ Todd J. Slotkin Executive Vice President and Chief Financial Officer Acknowledged and Agreed: Fidelity Management & Research Co. /s/ Nate Van Duzer ______________________________ Authorized Signature Nate Van Duzer Assistant General Counsel ______________________________ (Type or Print Name and Title of Authorized Signatory) [Signature Page to Mafco Support Amendment]