exv4w11






Exhibit 4.11




Execution Version




SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT




Dated as of November 23, 2009



among



Revlon, Inc.,



Revlon Consumer Products Corporation



and



Each Other Grantor

From Time to Time Party Hereto



and



Citicorp USA, Inc.

as Collateral Agent



Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153-0119













 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	Article I Defined Terms
	 	 	 2	 
	 
	 	 	 	 
	Section 1.1 Definitions
	 	 	2	 
	Section 1.2 Certain Other Terms
	 	 	10	 
	 
	 	 	 	 
	Article II Grant of Security Interest
	 	 	11	 
	 
	 	 	 	 
	Section 2.1 Collateral
	 	 	11	 
	Section 2.2 Grants of Security Interest in Collateral
	 	 	14	 
	Section 2.3 Cash Collateral Account
	 	 	15	 
	 
	 	 	 	 
	Article III Representations and Warranties
	 	 	15	 
	 
	 	 	 	 
	Section 3.1 Title; No Other Liens
	 	 	16	 
	Section 3.2 Perfection and Priority
	 	 	16	 
	Section 3.3 Jurisdiction of Organization; Chief Executive Office
	 	 	16	 
	Section 3.4 Inventory and Equipment
	 	 	17	 
	Section 3.5 Pledged Collateral
	 	 	17	 
	Section 3.6 Accounts
	 	 	17	 
	Section 3.7 Intellectual Property
	 	 	18	 
	Section 3.8 Deposit Accounts; Securities Accounts
	 	 	18	 
	Section 3.9 Commercial Tort Claims
	 	 	18	 
	 
	 	 	 	 
	Article IV Covenants
	 	 	18	 
	 
	 	 	 	 
	Section 4.1 Generally
	 	 	19	 
	Section 4.2 Maintenance of Perfected Security Interest; Further Documentation
	 	 	19	 
	Section 4.3 Changes in Locations, Name, Etc.
	 	 	20	 
	Section 4.4 Pledged Collateral
	 	 	20	 
	Section 4.5 Accounts
	 	 	22	 
	Section 4.6 Delivery of Instruments and Chattel Paper
	 	 	22	 
	Section 4.7 Intellectual Property
	 	 	22	 
	Section 4.8 Vehicles
	 	 	24	 
	Section 4.9 Payment of Multi-Currency Payment Obligations and Term Loan Payment
Obligations
	 	 	24	 
	Section 4.10 Insurance
	 	 	25	 
	Section 4.11 Notice of Commercial Tort Claims
	 	 	25	 
	 
	 	 	 	 
	Article V Remedial Provisions
	 	 	25	 
	 
	 	 	 	 
	Section 5.1 Code and Other Remedies
	 	 	25	 
	Section 5.2 Accounts and Payments in Respect of General Intangibles
	 	 	26	 
	Section 5.3 Pledged Collateral
	 	 	27	 
	Section 5.4 Proceeds to be Turned Over To Collateral Agent
	 	 	28	 
	Section 5.5 Registration Rights
	 	 	28	 
	Section 5.6 Deficiency
	 	 	29	 
	Section 5.7 Grant of License to Use Intellectual Property
	 	 	29	 
	 
	 	 	 	 
	Article VI The Collateral Agent
	 	 	30	 
	 
	 	 	 	 
	Section 6.1 Collateral Agent’s Appointment as Attorney-in-Fact
	 	 	30	 
	Section 6.2 Duty of Collateral Agent
	 	 	31	 
	Section 6.3 Authorization of Financing Statements
	 	 	32	 
	Section 6.4 Authority of Collateral Agent
	 	 	32	 






i









 





TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page
	Article VII Miscellaneous
	 	 	32	 
	 
	 	 	 	 
	Section 7.1 Amendments in Writing
	 	 	32	 
	Section 7.2 Notices
	 	 	33	 
	Section 7.3 No Waiver by Course of Conduct; Cumulative Remedies
	 	 	33	 
	Section 7.5 Successors and Assigns
	 	 	34	 
	Section 7.6 Counterparts
	 	 	34	 
	Section 7.7 Severability
	 	 	35	 
	Section 7.8 Section Headings
	 	 	35	 
	Section 7.9 Entire Agreement
	 	 	35	 
	Section 7.10 Governing Law
	 	 	35	 
	Section 7.11 Additional Grantors
	 	 	35	 
	Section 7.12 Release of Collateral
	 	 	35	 
	Section 7.13 Reinstatement
	 	 	36	 







ii









 






Annexes and Schedules




	 	 	 
	Annex 1

	 	Form of Pledge Amendment
	Annex 2

	 	Form of Joinder Agreement
	Annex 3

	 	Form of Short Form Intellectual Property Security Agreement
	 
	 	 
	Schedule 1

	 	Jurisdiction of Organization; Principal Executive Office
	Schedule 2

	 	Pledged Collateral
	Schedule 3

	 	Filings
	Schedule 4

	 	Location of Inventory and Equipment
	Schedule 5A

	 	Intellectual Property
	Schedule 5B

	 	Material Intellectual Property
	Schedule 6

	 	Bank Accounts; Control Accounts
	Schedule 7

	 	Commercial Tort Claims
	Schedule 8

	 	Excluded Trademarks







iii









 







This Second Amended and Restated Pledge and Security Agreement is subject to the terms and
provisions of the Second Amended and Restated Intercreditor and Collateral Agency Agreement, dated
as of November 23, 2009 (as such agreement may be amended, amended and restated, supplemented or
otherwise modified from time, the “Intercreditor Agreement”), among Citicorp USA, Inc., as
Administrative Agent for the Multi-Currency Lenders and Issuing Lenders, Citicorp USA, Inc., as
Administrative Agent for the Term Loan Lenders, U.S. Bank National Association, as Trustee for the
Noteholders, Citicorp USA, Inc., as collateral agent for the Secured Parties, Revlon, Inc., Revlon
Consumer Products Corporation and each other Grantor.




     Second Amended and Restated Pledge and Security Agreement, dated as of November 23,
2009, by Revlon, Inc. (“Revlon”), Revlon Consumer Products Corporation (the “Company”) and each of
the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to
Section 7.11 (Additional Grantors) (together with Revlon and the Company, each a “Grantor” and
collectively, the “Grantors”) in favor of Citicorp USA, Inc. (“Citicorp”), as collateral agent for
the Secured Parties (in such capacity, together with any successor in such capacity, the
“Collateral Agent”).



Witnesseth:




          Whereas, the Company, certain of its subsidiaries, the lenders (the “Multi-Currency
Lenders”) and issuing lenders (the “Issuing Lenders”) party thereto, Citicorp, as administrative
agent for the Multi-Currency Lenders and Issuing Lenders (in such capacity, together with any
successor in such capacity, the “Multi-Currency Administrative Agent”), and the Collateral Agent
are parties to the Credit Agreement, dated as of July 9, 2004 (as such agreement has been or may be
amended, restated, supplemented, renewed or otherwise modified from time to time, together with any
other agreements pursuant to which any such Indebtedness or any commitments, obligations, costs,
expenses, fees, reimbursements, indemnities or other obligations payable or owing thereunder may be
refinanced, restructured, renewed, extended, increased, refunded or replaced, the “Multi-Currency
Credit Agreement”);




          Whereas, the Term Loan Facility under, and as defined in, the Multi-Currency Credit
Agreement was refinanced pursuant to the Term Loan Agreement, dated as of December 20, 2006 (as
such agreement has been or may be amended, restated, supplemented, renewed or otherwise modified
from time to time, together with any other agreements pursuant to which any such Indebtedness or
any commitments, obligations, costs, expenses, fees, reimbursements, indemnities or other
obligations payable or owing thereunder may be refinanced, restructured, renewed, extended,
increased, refunded or replaced, the “Term Loan Agreement”, and together with the Multi-Currency
Credit Agreement, the “Credit Agreements”), among the Company, as borrower, the lenders (the “Term
Loan Lenders”; together with the Multi-Currency Lenders and the Issuing Lenders, the “Lenders”)
party thereto, Citicorp, as administrative agent for the Term Loan Lenders (in such capacity,
together with any successor in such capacity, the “Term Loan Administrative Agent”, and together
with the Multi-Currency Administrative Agent, the “Administrative Agents”), the Collateral Agent
(together with the Administrative Agents and the Noteholder Representative, the “Agents”), and
JPMorgan Chase Bank, N.A., as syndication agent;













 







          Whereas, the Credit Agreements have been amended pursuant to amendments dated as of
November 6, 2009 (the “Amendments”), to permit the Company to refinance the Existing Senior Notes
with proceeds of a Permitted Second Lien Financing and to make such other changes to the terms of
the Credit Agreements as are provided in such Amendments;




          Whereas, concurrently with the execution and delivery of this Agreement, the Company
is issuing Indebtedness constituting a Permitted Second Lien Financing in the form of notes (the
“Notes”) pursuant to the Indenture dated as of November 23, 2009 among Revlon, the Company, the
other Grantors and U.S. Bank National Association, as trustee (in such capacity, together with any
successor in such capacity, the “Noteholder Representative”) (as such agreement may be amended,
restated, supplemented, renamed or otherwise modified from time to time, together with any other
agreements pursuant to which any such Indebtedness or any commitments, obligations, costs,
expenses, fees, reimbursements, indemnities or other obligations payable or owing thereunder may be
refinanced, restructured, renamed, extended, increased, refunded or replaced, the “Indenture”) in
order to refinance the Existing Senior Notes;




          Whereas, the Grantors are party to the Guaranty, dated as of July 9, 2004 (as the
same may be amended, restated, supplemented or otherwise modified from time to time, the
“Multi-Currency Guaranty”), pursuant to which they have guaranteed the Payment Obligations (as
defined in the Multi-Currency Credit Agreement) (the “Multi-Currency Payment Obligations”);




          Whereas, the Grantors are party to the Term Loan Guaranty, dated as of December 20,
2006 (as the same may be amended, restated, supplemented or otherwise modified from time to time,
the “Term Loan Guaranty”), pursuant to which they have guaranteed the Payment Obligations (as
defined in the Term Loan Agreement) (the “Term Loan Payment Obligations”);




          Whereas, pursuant to the Indenture, the Grantors, other than the Company, have
guaranteed the Noteholder Payment Obligations (as defined below);




          Whereas, this Agreement, on the terms and subject to the conditions set forth herein,
shall amend and restate, in its entirety, the Amended and Restated Pledge and Security Agreement,
dated as of December 20, 2006 (as amended, supplemented or otherwise modified from time to time
prior to the date hereof, the “Existing Pledge and Security Agreement”), entered into by the
Grantors in favor of the Collateral Agent; and




          Whereas, each Grantor will receive substantial direct and indirect benefits from the
making of the Loans, the issuing of the Notes and the granting of the other financial
accommodations to the Company under the Credit Agreements and the Indenture;




          Now, therefore, each Grantor hereby agrees with the Collateral Agent as follows:




     ARTICLE I Defined Terms



          Section 1.1 Definitions




          (a) Unless otherwise defined or specified herein, terms defined in the Credit Agreements and
used herein have the meanings given to them in the Credit Agreements. To the






2









 







extent terms are defined differently in the Term Loan Agreement and the Multi-Currency Credit
Agreement, the terms shall be used herein as defined in the Multi-Currency Credit Agreement unless
otherwise specified.




          (b) Terms used herein without definition that are defined in the UCC have the meanings given
to them in the UCC, including the following terms (which are capitalized herein):



“Account Debtor”

“Account”

“Certificated Security”

“Chattel Paper”

“Commercial Tort Claim”

“Commodity Account”

“Control Account”

“Deposit Account”

“Documents”

“Entitlement Holder”

“Entitlement Order”

“Equipment”

“Financial Asset”

“Fixtures”

“General Intangible”

“Goods”

“Instruments”

“Inventory”

“Investment Property”

“Lease”

“Letter-of-Credit Right”

“Payment Intangibles”

“Proceeds”

“Securities Account”

“Securities Intermediary”

“Security”

“Security Entitlement”

“Software”

“Supporting Obligations”




          (c) The following terms shall have the following meanings:




          “Additional Pledged Collateral” means any Pledged Collateral acquired by any Grantor after the
date hereof and in which a security interest is granted pursuant to Section 2.2 (Grants of Security
Interest in Collateral), including, to the extent a security interest is granted therein pursuant
to, Section 2.2 (Grants of Security Interest in Collateral) (i) all Stock and Stock Equivalents of
any Person that are acquired by any Grantor after the date hereof, together with all certificates,
instruments or other documents representing any of the foregoing and all Security Entitlements of
any Grantor in respect of any of the foregoing, (ii) all additional Indebtedness from time to time
owed to any Grantor by any obligor on the Pledged Debt Instruments and the Instruments evidencing
such Indebtedness and (iii) all interest, cash, Instruments and other property or Proceeds from
time to time received, receivable or otherwise distributed in respect of






3









 







or in exchange for any of the foregoing. “Additional Pledged Collateral” may be General
Intangibles, Instruments or Investment Property.




          “Agreement” means this Second Amended and Restated Pledge and Security Agreement.




          “Collateral” means, collectively, the Multi-Currency Collateral and the Term Loan Collateral.




          “Constituent Documents” means, with respect to any Person, (a) the articles of incorporation,
certificate of incorporation or certificate of formation (or the equivalent organizational
documents) of such Person, (b) the by-laws, operating agreement (or the equivalent governing
documents) of such Person and (c) any document setting forth the manner of election and duties of
the directors or managing members of such Person (if any) and the designation, amount or relative
rights, limitations and preferences of any class or series of such Person’s Stock.




          “Controlling Agent” has the meaning specified in the Intercreditor Agreement.




          “Copyright Licenses” means any written agreement naming any Grantor as licensor or licensee
granting any right under any Copyright, including the grant of any right to copy, publicly perform,
create derivative works, manufacture, distribute, exploit or sell materials derived from any
Copyright.




          “Copyrights” means (a) all copyrights arising under the laws of the United States, any other
country or any political subdivision thereof, whether registered or unregistered and whether
published or unpublished, all registrations and recordings thereof and all applications in
connection therewith, including all registrations, recordings and applications in the United States
Copyright Office or in any foreign counterparts thereof, and (b) the right to obtain all renewals
thereof.




          “Default” means, (i) with respect to any Credit Agreement, a “Default” as defined in such
Credit Agreement and (ii) with respect to the Indenture, a “Default” as defined in the Indenture.




          “Deposit Account Control Agreement” means with respect to any deposit account, an agreement,
in form and substance reasonably satisfactory to the Designated Administrative Agent, among the
Collateral Agent, the financial institution or other Person at which such account is maintained and
the Grantor maintaining such account, effective to grant “control” (as defined under the applicable
UCC) over such account to the Collateral Agent.




          “Designated Administrative Agent” shall mean, (i) until all Multi-Currency Payment Obligations
arising under the Multi-Currency Credit Agreement have been paid in full, the Multi-Currency
Administrative Agent, (ii) at any time thereafter and until all Term Loan Payment Obligations under
the Term Loan Agreement have been paid in full, the Term Loan Administrative Agent and (iii) at any
time thereafter, the Noteholder Representative.




          “Domestic Person” means any “United States person” under and as defined in Section 7701(a)(30)
of the Code.




4









 





          “Event of Default” means, (i) with respect to any Credit Agreement, an “Event of Default” as
defined in such Credit Agreement and (ii) with respect to the Indenture, an “Event of Default” as
defined in the Indenture.




          “Excluded Equity” means any Voting Stock in excess of 66% of the total outstanding Voting
Stock of any direct Subsidiary of any Grantor if such Subsidiary is a Non-U.S. Person. For the
purposes of this definition, “Voting Stock” means, as to any issuer, 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 § 1.956-2(c)(2)).




          “Excluded Property” means, collectively, (i) Excluded Equity, (ii) any permit, lease, license,
contract, instrument or other agreement held by any Grantor that prohibits or requires the consent
of any Person other than the Company and its Affiliates as a condition to the creation by such
Grantor of a Lien thereon, or any permit, lease, license, contract, instrument or other agreement
held by any Grantor to the extent that any Requirement of Law applicable thereto prohibits the
creation of a Lien thereon, but only, in each case, to the extent, and for so long as, such
prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC
or any other Requirement of Law, (iii) Equipment or Fixtures owned by any Grantor that is subject
to a purchase money Lien or a capital lease if the contract or other agreement in which such Lien
is granted (or in the documentation providing for such capital lease) prohibits or requires the
consent of any Person other than the Company and its Affiliates as a condition to the creation of
any other Lien on such Equipment or Fixtures, (iv) an application to register a trademark under
Section 1(b) of the Trademark Act, 15 U.S.C. Section 1051(b), prior to the filing of an amendment
under Section 1(c) or statement of use under Section 1(d), 15 U.S.C. Sections 1051(c) or (d) and
(v) any property or asset of any Grantor situated (or deemed to be situated) in the Commonwealth of
Australia; provided, however, “Excluded Property” shall not include any Proceeds, substitutions or
replacements of Excluded Property (unless such Proceeds, substitutions or replacements would
constitute Excluded Property).




          “Excluded Trademarks” means the Trademarks listed on Schedule 8 (Excluded Trademarks).




          “First Priority Multi-Currency Collateral Liens” has the meaning specified in Section 2.2(a).




          “First Priority Term Loan Collateral Liens” has the meaning specified in Section 2.2(d).




          “Indenture” has the meaning specified in the recitals hereto.




          “Intellectual Property” means, collectively, all rights, priorities and privileges of any
Grantor relating to intellectual property, whether arising under United States, multinational or
foreign laws or otherwise, including Copyrights, Copyright Licenses, Patents, Patent Licenses,
Trademarks, Trademark Licenses, trade secrets and Internet domain names, and all rights to sue at
law or in equity for any infringement or other impairment thereof, including the right to receive
all proceeds and damages therefrom.




          “Intercompany Note” means any promissory note evidencing loans made by any Grantor or any of
its Subsidiaries to a Grantor.




5









 





          “Intercreditor Agreement” has the meaning specified in the legend to this Agreement.




          “LLC” means each limited liability company in which a Grantor has an interest, including those
set forth on Schedule 2 (Pledged Collateral), but excluding Revlon Professional Holding Company
LLC.




          “LLC Agreement” means each operating agreement with respect to a LLC, as each agreement has
heretofore been, and may hereafter be, amended, restated, supplemented or otherwise modified from
time to time.




          “Loan Documents” means, collectively, the Multi-Currency Loan Documents and the Term Loan
Documents.




          “Material Intellectual Property” means, with respect to any Grantor, at any time, Intellectual
Property owned by or licensed to such Grantor that is necessary or otherwise material to the
conduct of the business of the Company and its Subsidiaries, taken as a whole, at such time.




          “Multi-Currency Administrative Agent” has the meaning specified in the recitals hereto.




          “Multi-Currency Eligible Obligations” has the meaning specified in the Intercreditor
Agreement.




          “Multi-Currency Collateral” has the meaning specified in Section 2.1(a).




          “Multi-Currency Loan Documents” means the Loan Documents (as defined in the Multi-Currency
Credit Agreement).




          “Multi-Currency Secured Obligations” means, collectively, (a) the Multi-Currency Payment
Obligations, (b) the obligations of each Grantor related thereto under the Multi-Currency Guaranty
and the other Multi-Currency Loan Documents to which it is a party and (c) the Multi-Currency
Eligible Obligations (as defined in the Intercreditor Agreement).




          “Multi-Currency Secured Party” means the Multi-Currency Administrative Agent and each holder
of any Multi-Currency Secured Obligation.




          “Non-U.S. Person” means any Person that is not a Domestic Person.




          “Notes” has the meaning specified in the recitals hereto.




          “Noteholder Documents” means the Indenture, the Noteholder Security Documents and the other
Indenture Documents (as defined in the Indenture).




          “Noteholder Payment Obligations” means the unpaid principal of and interest on (including
interest accruing after the maturity of the Notes and interest accruing after the filing of any
petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding,
relating to the Company, whether or not a claim for post-filing or post-petition interest is
allowed in such proceeding) the Notes and all other obligations and liabilities of the






6









 







Company to any Noteholder Secured Party, whether direct or indirect, absolute or contingent,
due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in
connection with, the Notes, the Indenture or any other Noteholder Documents, or any other document
made, delivered or given in connection herewith or therewith, whether on account of principal,
interest, reimbursement obligations, fees, indemnities, reasonable and documented costs, reasonable
and documented expenses (including all fees, charges and disbursements of counsel to the Noteholder
Representative, the Collateral Agent or to any Noteholder that are required to be paid by the
Company pursuant to the Noteholder Documents) or otherwise.




          “Noteholder Representative” shall include, in addition to the Noteholder Representative as
defined in the legend hereto, (a) any successors and assigns thereto, or any acting Noteholder
Representative, in each case, as permitted under the Noteholder Documents, and (b) if there is no
acting Noteholder Representative, the Required Holders (as defined in the Noteholder Documents).




          “Noteholder Secured Obligations” means all Note Obligations (as defined in the Indenture) and
the obligations of each Loan Party under the Noteholder Documents to which it is a party.




          “Noteholder Secured Party” means the Noteholder Representative and each holder of any
Noteholder Secured Obligations.




          “Noteholder Security Documents” means the Security Documents (as defined in the Indenture).




          “Noteholders” means, collectively, the Holders (as defined in the Noteholder Documents).




          “Other Excluded Assets” means, collectively, (i) all interests in real property other than fee
interests located in the United States, (ii) any fee interest in real property if the value of such
fee interest is less than $7.5 million and the Company’s fee interest, as of the date hereof, in
real property located in Irvington, New Jersey; (iii) any Stock or assets owned by Revlon other
than the Stock of the Company and proceeds thereof; (iv) any Stock and other securities of each
Subsidiary of the Company to the extent that the pledge of such Stock or other securities to secure
the Noteholder Secured Obligations would cause such Subsidiary to be required to file separate
financial statements with the Securities and Exchange Commission or any successor thereto pursuant
to Rule 3-16 of Regulation S-X; and (v) those assets that otherwise would constitute Collateral but
as to which the Agents shall not have required a lien or security interest.




          “pay in full,” “paid in full” or “payment in full” shall mean, (a) with respect to the Secured
Obligations, the payment in full in cash of the principal of, accrued (but unpaid) interest and
premium, if any, on all such Secured Obligations and, with respect to letters of credit outstanding
thereunder, delivery of cash collateral or backstop letters of credit in respect thereof in
compliance with the terms thereof, in each case, after or concurrently with termination of all
Commitments thereunder and payment in full in cash of any other Secured Obligations that are due
and payable at or prior to the time such principal and interest are paid (and, in the case of the
Multi-Currency Secured Obligations or the Term Loan Secured Obligations, the payment in full in
cash or Undesignation (as defined in the Intercreditor Agreement) of all Multi-Currency Eligible
Obligations or all Term Loan Eligible Obligations, respectively) or (b) in the case of the




7









 




Noteholder Secured Obligations, a legal defeasance or covenant defeasance has been effected
under the Indenture or the Indenture has been discharged in accordance with its terms.




          “Parent Collateral” has the meaning specified in Section 2.1(c).




          “Partnership” means each partnership in which a Grantor has an interest, including those set
forth on Schedule 2 (Pledged Collateral).




          “Partnership Agreement” means each partnership agreement governing a Partnership, as each such
agreement has heretofore been, and may hereafter be, amended, restated, supplemented or otherwise
modified.




          “Patents” means (a) all letters patent of the United States, any other country or any
political subdivision thereof and all reissues and extensions thereof, (b) all applications for
letters patent of the United States or any other country and all divisionals, continuations and
continuations-in-part thereof and (c) all rights to obtain any reissues or extensions of the
foregoing.




          “Patent License” means all agreements, whether written or oral, providing for the grant by or
to any Grantor of any right to manufacture, have manufactured, use, import, sell or offer for sale
any invention covered in whole or in part by a Patent.




          “Pledged Certificated Stock” means all Certificated Securities and any other Stock and Stock
Equivalent of a Person evidenced by a certificate, Instrument or other equivalent document, in each
case owned by any Grantor, including all Stock listed on Schedule 2 (Pledged Collateral).




          “Pledged Collateral” means, collectively, the Pledged Stock, Pledged Debt Instruments, any
other Investment Property of any Grantor, all chattel paper, certificates or other Instruments
representing any of the foregoing and all Security Entitlements of any Grantor in respect of any of
the foregoing. Pledged Collateral may be General Intangibles, Instruments or Investment Property,
but excludes Excluded Equity.




          “Pledged Debt Instruments” means all right, title and interest of any Grantor in Instruments
evidencing any Indebtedness owed to such Grantor, including all Indebtedness described on
Schedule 2 (Pledged Collateral), issued by the obligors named therein.




          “Pledged Stock” means all Pledged Certificated Stock and all Pledged Uncertificated Stock.
For purposes of this Agreement, the term “Pledged Stock” shall not include any Excluded Equity.




          “Pledged Uncertificated Stock” means any Stock or Stock Equivalent of any Person that is not
Pledged Certificated Stock, including all right, title and interest of any Grantor as a limited or
general partner in any Partnership or as a member of any LLC and all right, title and interest of
any Grantor in, to and under any Partnership Agreement or LLC Agreement to which it is a party.




          “Required Secured Parties” means, collectively, the Required Lenders (as defined in the
Multi-Currency Credit Agreement) and the Required Lenders (as defined in the Term Loan Agreement).




8









 





          “Second Priority Multi-Currency Collateral Liens” has the meaning specified in Section 2.2(b).




          “Second Priority Term Loan Collateral Liens” has the meaning specified in Section 2.2(d).




          “Secured Obligations” means, collectively, the Multi-Currency Secured Obligations, the Term
Loan Secured Obligations and the Noteholder Secured Obligations.




          “Secured Parties” shall mean, collectively, the Multi-Currency Lenders, the Issuing Lenders,
the Multi-Currency Administrative Agent, the Term Loan Lenders, the Term Loan Administrative Agent,
the Collateral Agent, the Noteholders, the Noteholder Representative and any other holder of any
Secured Obligation.




          “Securities Account Control Agreement” means, with respect to any securities account,
commodity account, securities entitlement or commodity contract, an agreement, in form and
substance reasonably satisfactory to the Designated Administrative Agent, among the Collateral
Agent, the financial institution or other Person at which such account is maintained or with which
such entitlement or contract is carried and the Grantor maintaining such account, effective to
grant “control” (as defined under the applicable UCC) over such account, entitlement or contract to
the Collateral Agent.




          “Securities Act” means the Securities Act of 1933, as amended.




          “Stock” means shares of capital stock (whether denominated as common stock or preferred
stock), beneficial, partnership or membership interests, participations or other equivalents
(regardless of how designated) of or in a corporation, partnership, limited liability company or
equivalent entity, whether voting or non-voting.




          “Stock Equivalents” means all securities convertible into or exchangeable for Stock and all
warrants, options or other rights to purchase or subscribe for any Stock, whether or not presently
convertible, exchangeable or exercisable.




          “Term Loan Administrative Agent” has the meaning specified in the recitals hereto.




          “Term Loan Collateral” has the meaning specified in Section 2.1(b).




          “Term Loan Documents” means the Loan Documents (as defined in the Term Loan Agreement).




          “Term Loan Secured Obligations” means, collectively, (a) the Term Loan Payment Obligations,
(b) the obligations of each Grantor related thereto under the Term Loan Guaranty and the other Term
Loan Documents to which it is a party and (c) the Term Loan Eligible Obligations (as defined in the
Intercreditor Agreement).




          “Term Loan Secured Party” means the Term Loan Administrative Agent and each holder of any Term
Loan Secured Obligations.







9









 








          “Third Priority Multi-Currency Collateral Liens” has the meaning specified in Section 2.2(c).




          “Trademark License” means any agreement, whether written or oral, providing for the grant by
or to any Grantor of any right to use any Trademark.




          “Trademarks” means (a) all trademarks, trade names, corporate names, company names, business
names, fictitious business names, trade styles, service marks, logos and other source or business
identifiers, and, in each case, all goodwill associated therewith, whether now existing or
hereafter adopted or acquired, all registrations and recordings thereof and all applications in
connection therewith, in each case whether in the United States Patent and Trademark Office or in
any similar office or agency of the United States, any State thereof or any other country or any
political subdivision thereof, or otherwise, and all common-law rights related thereto, and (b) the
right to obtain all renewals thereof; provided, that any reference in the Loan Documents to
“Trademarks” of the Company shall exclude the Excluded Trademarks.




          “UCC” means the Uniform Commercial Code as from time to time in effect in the State of New
York; provided, however, that, in the event that, by reason of mandatory provisions of law, any of
the attachment, perfection or priority of the Collateral Agent’s and the Secured Parties’ security
interests in any Collateral is governed by the Uniform Commercial Code as in effect in a
jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial
Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such
attachment, perfection or priority and for purposes of definitions related to such provisions.




          “Vehicles” means all vehicles covered by a certificate of title law of any state.




          Section 1.2 Certain Other Terms




          (a) In this Agreement, in the computation of periods of time from a specified date to a later
specified date, the word “from” means “from and including” and the words “to” and “until” each mean
“to but excluding” and the word “through” means “to and including.”




          (b) The terms “herein,” “hereof,” “hereto” and “hereunder” and similar terms refer to this
Agreement as a whole and not to any particular Article, Section, subsection or clause in this
Agreement.




          (c) References herein to an Annex, Schedule, Article, Section, subsection or clause refer to
the appropriate Annex or Schedule to, or Article, Section, subsection or clause in this Agreement.




          (d) The meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.




          (e) Where the context requires, provisions relating to the Collateral or any part thereof,
when used in relation to a Grantor, shall refer to such Grantor’s Collateral or any relevant part
thereof.




          (f) Any reference in this Agreement to a Loan Document or Noteholder Document shall include
all appendices, exhibits and schedules thereto, and, unless specifically






10









 







stated otherwise all amendments, restatements, supplements or other modifications thereto, and
as the same may be in effect at any time such reference becomes operative.




          (g) The term “including” means “including without limitation,” except when used in the
computation of time periods.




          (h) The term “promptly” shall mean within three Business Days unless otherwise determined in
the reasonable discretion of the Collateral Agent.




          (i) The terms “Lender,” “Multi-Currency Lender,” “Issuing Lender,” “Term Lender,” “Collateral
Agent” and “Secured Party” include their respective permitted successors and assigns.




          (j) References in this Agreement to any statute shall be to such statute as amended or
modified and in effect from time to time.




          (k) Any reference in this Agreement to “the Credit Agreements and the Indenture” or “the
Credit Agreements or the Indenture” or to a specific provision of a Credit Agreement or the
Indenture shall be deemed to refer to the applicable Credit Agreement, Indenture or provision only
so long as such agreement has not been terminated (or, in the case of the Indenture, a legal
defeasance or covenant defeasance has been effected under the Indenture or the Indenture has been
discharged in accordance with its terms) without a refinancing, restructuring, renewal, extension,
refunding or replacement thereof. In addition, to the extent that any provision in this Agreement
refers to an action or condition that is “permitted by the Credit Agreements and the Indenture” or
“subject to the Credit Agreements and the Indenture” or words of similar import, any such action or
condition that is not in compliance with an applicable provision of any Credit Agreement but is in
compliance with the Indenture shall not be deemed to give rise to a “Default” or “Event of Default”
under and as defined in the Indenture.




     ARTICLE II Grant of Security Interest



          Section 2.1 Collateral




          (a) For the purposes of this Agreement, all of the following property now owned or at any time
hereafter acquired by a Grantor (other than Revlon) or in which such Grantor now has or at any time
in the future may acquire any right, title or interest is collectively referred to as the
“Multi-Currency Collateral”:





     (i) all Accounts;




     (ii) all Chattel Paper;




     (iii) all Deposit Accounts;




     (iv) all Equipment;




     (v) all Fixtures;




     (vi) all Instruments;



11









 






     (vii) all Inventory;




     (viii) all Investment Property (excluding any Stock or Stock Equivalents issued by the
Company or any of its Subsidiaries and any certificates representing such Stock or Stock
Equivalents);




     (ix) all Letter-of-Credit Rights;




     (x) all Vehicles;




     (xi) all General Intangibles solely to the extent (A) primarily related, and integral,
to the development, construction, maintenance, ownership and/or use of, or embedded in, any
Real Property, Fixtures, Equipment or Vehicles, including all licenses, permits,
certificates, Software and computer programs necessary for the use of such property, or (B)
derived or arising from, or giving rise to, any Real Property or any other property
described in this Section 2.1(a), including all Leases, Payment Intangibles, Supporting
Obligations, all know-how, warranties, guarantees, endorsements, indemnifications and
insurance policies to the extent covering such property and all other rights and claims
pertaining to such property (but, in the case of this clause (B), excluding all
Intellectual Property);




     (xii) all Documents pertaining to the other property described in this Section 2.1(a);




     (xiii) all books and records pertaining to the other property described in this
Section 2.1(a);




     (xiv) all property of the type described in this Section 2.1(a) of any Grantor held by
the Collateral Agent or any other Secured Party, including all such property of every
description, in the possession or custody of or in transit to the Collateral Agent or such
Secured Party for any purpose, including safekeeping, collection or pledge, for the account
of such Grantor or as to which such Grantor may have any right or power; and




     (xv) to the extent not otherwise included, all Proceeds of any or all of the
foregoing;


provided, however, that “Multi-Currency Collateral” shall not include any Excluded Property; and
provided, further, that if any Excluded Property would have otherwise constituted Multi-Currency
Collateral, when such property shall cease to be Excluded Property, such property shall be deemed
at all times from and after the date hereof to constitute Multi-Currency Collateral.




          (b) For the purposes of this Agreement, except to the extent specified in Section 2.1(a) as
“Multi-Currency Collateral”, all of the following property now owned or at any time hereafter
acquired by a Grantor (other than Revlon) or in which such Grantor now has or at any time in the
future may acquire any right, title or interests, together with the Parent Collateral (as defined
below), are collectively referred to as the “Term Loan Collateral”:





     (i) all Intellectual Property, except to the extent specified in Section 2.1(a) as
“Multi-Currency Collateral”;



12









 






     (ii) all other General Intangibles, except to the extent specified in Section 2.1(a)
as “Multi-Currency Collateral”;




     (iii) all Stock or Stock Equivalents issued by any Subsidiaries of the Company and any
certificates representing such Stock or Stock Equivalents;




     (iv) the Commercial Tort Claims described on Schedule 7 (Commercial Tort Claims) and
on any supplement thereto received by the Collateral Agent pursuant to Section 4.11 (Notice
of Commercial Tort Claims);




     (v) all property of the type described in this Section 2.1(b) of any Grantor held by
the Collateral Agent or any other Secured Party, including all such property of every
description, in the possession or custody of or in transit to the Collateral Agent or such
Secured Party for any purpose, including safekeeping, collection or pledge, for the account
of such Grantor or as to which such Grantor may have any right or power;




     (vi) all Documents pertaining to the other property described in this Section 2.1(b);




     (vii) all books and records pertaining to the other property described in this
Section 2.1(b);




     (viii) all other Goods and personal property of such Grantor, whether tangible or
intangible and wherever located; and




     (ix) to the extent not otherwise included, all Proceeds of any or all of the
foregoing;


provided, however, that “Term Loan Collateral” shall not include any Excluded Property; and
provided, further, that if any Excluded Property would have otherwise constituted Term Loan
Collateral, when such property shall cease to be Excluded Property, such property shall be deemed
at all times from and after the date hereof to constitute Term Loan Collateral.




          (c) For the purposes of this Agreement, all of the following property now owned or at any time
hereafter acquired by Revlon or in which Revlon now has or at any time in the future may acquire
any right, title or interests is collectively referred to as the “Parent Collateral”:





     (i) all of the Stock or Stock Equivalents of any direct Subsidiary of Revlon (the
“Parent Pledged Stock”);




     (ii) all additional shares of Stock or Stock Equivalents of any issuer of Pledged
Stock acquired from time to time by Revlon in any manner and all shares of any Person who,
after the date of this Agreement, becomes, as a result of any occurrence, a direct
Subsidiary of Revlon;




     (iii) the certificates representing the shares referred to in clauses (i) and (ii)
above; and



13









 






     (iv) all dividends, cash, interest, instruments and other property or Proceeds, from
time to time received, receivable or otherwise distributed in respect of or in exchange for
any or all of the foregoing.



          Section 2.2 Grants of Security Interest in Collateral




          (a) Each Grantor, as collateral security for the full, prompt and complete payment and
performance when due (whether at stated maturity, by acceleration or otherwise) of the
Multi-Currency Secured Obligations of such Grantor, hereby mortgages, pledges and hypothecates to
the Collateral Agent for the benefit of the Multi-Currency Secured Parties, and grants to the
Collateral Agent for the benefit of the Multi-Currency Secured Parties, a lien on and security
interest in, all of its right, title and interest in, to and under the Multi-Currency Collateral of
such Grantor; provided, however, that, if and when any property that at any time constituted
Excluded Property becomes Multi-Currency Collateral, the Collateral Agent shall have, and at all
times from and after the date hereof be deemed to have had, a security interest in such property.
The continuing security interest and Lien granted above in this Section 2.2(a) by the Grantors to
the Collateral Agent for the benefit of the Multi-Currency Secured Parties are referred to as the
“First Priority Multi-Currency Collateral Liens”.




          (b) Each Grantor, as collateral security for the full, prompt and complete payment and
performance when due (whether at stated maturity, by acceleration or otherwise) of the Term Loan
Secured Obligations of such Grantor, hereby mortgages, pledges and hypothecates to the Collateral
Agent for the benefit of the Term Loan Secured Parties, and grants to the Collateral Agent for the
benefit of the Term Loan Secured Parties, a lien on and security interest in, all of its right,
title and interest in, to and under the Multi-Currency Collateral of such Grantor; provided,
however, that, if and when any property that at any time constituted Excluded Property becomes
Multi-Currency Collateral, the Collateral Agent shall have, and at all times from and after the
date hereof be deemed to have had, a security interest in such property. The continuing security
interest and Lien granted above in this Section 2.2(b) by the Grantors to the Collateral Agent for
the benefit of the Term Loan Secured Parties are referred to as “Second Priority Multi-Currency
Collateral Liens”. The First Priority Multi-Currency Collateral Liens on any or all of the
Multi-Currency Collateral shall take priority over the Second Priority Multi-Currency Collateral
Liens and the Second Priority Multi-Currency Collateral Liens shall be and are hereby rendered
subordinate and inferior in priority to the First Priority Multi-Currency Collateral Liens on such
Multi-Currency Collateral.




          (c) Each Grantor, as collateral security for the full, prompt and complete payment and
performance when due (whether at stated maturity, by acceleration or otherwise) of the Noteholder
Secured Obligations of such Grantor, hereby mortgages, pledges and hypothecates to the Collateral
Agent for the benefit of the Noteholder Secured Parties, and grants to the Collateral Agent for the
benefit of the Noteholder Secured Parties, a lien on and security interest in, all of its right,
title and interest in, to and under the Multi-Currency Collateral of such Grantor (other than any
Other Excluded Assets); provided, however, that, if and when any property that at any time
constituted Excluded Property becomes Multi-Currency Collateral (other than any Other Excluded
Assets), the Collateral Agent shall have, and at all times from and after the date hereof be deemed
to have had, a security interest in such property. The continuing security interest and Lien
granted above in this Section 2.2(c) by the Grantors to the Collateral Agent for the benefit of the
Noteholder Secured Parties are referred to as “Third Priority Multi-Currency Collateral Liens.”
The First Priority Multi-Currency Collateral Liens and the Second Priority Multi-Currency
Collateral Liens on any or all of the Multi-Currency Collateral shall take priority over






14









 







the Third Priority Multi-Currency Collateral Liens and the Third Priority Multi-Currency
Collateral Liens shall be and are hereby rendered subordinate and inferior in priority to the First
Priority Multi-Currency Collateral Liens and the Second Priority Multi-Currency Collateral Liens on
such Multi-Currency Collateral.




          (d) Each Grantor, as collateral security for the full, prompt and complete payment and
performance when due (whether at stated maturity, by acceleration or otherwise) of the Term Loan
Secured Obligations of such Grantor, hereby mortgages, pledges, and hypothecates to the Collateral
Agent for the benefit of the Term Loan Secured Parties, and grants to the Collateral Agent for the
benefit of the Term Loan Secured Parties, a lien on and security interest in, all of its right,
title and interest in, to and under the Term Loan Collateral of such Grantor; provided, however,
that, if and when any property that at any time constituted Excluded Property becomes Term Loan
Collateral, the Collateral Agent shall have, and at all times from and after the date hereof be
deemed to have had, a security interest in such property. The continuing security interest and
Lien granted above in this Section 2.2(d) by the Grantors to the Collateral Agent for the benefit
of the Term Loan Secured Parties are referred to as “First Priority Term Loan Collateral Liens”.




          (e) Each Grantor, as collateral security for the full, prompt and complete payment and
performance when due (whether at stated maturity, by acceleration or otherwise) of the
Multi-Currency Secured Obligations and the Noteholder Secured Obligations of such Grantor, hereby
mortgages, pledges, hypothecates and grants to the Collateral Agent for the benefit of the
Multi-Currency Secured Parties and the Noteholder Secured Parties, a lien on and security interest
in, all of its right, title and interest in, to and under the Term Loan Collateral of such Grantor
(other than, in the case of the Noteholder Secured Obligations, any Other Excluded Assets);
provided, however, that, if and when any property that at any time constituted Excluded Property
becomes Term Loan Collateral, the Collateral Agent shall have, and at all times from and after the
date hereof be deemed to have had, a security interest in such property. The continuing security
interest and Lien granted above in this Section 2.2(e) by the Grantors to the Collateral Agent for
the benefit of the Multi-Currency Secured Parties and the Noteholder Secured Parties are referred
to as “Second Priority Term Loan Collateral Liens.” The First Priority Term Loan Collateral Liens
on any or all of the Term Loan Collateral shall take priority over the Second Priority Term Loan
Collateral Liens and the Second Priority Term Loan Collateral Liens shall be and are hereby
rendered subordinate and inferior in priority to the First Priority Term Loan Collateral Liens on
such Term Loan Collateral.




          (f) Notwithstanding anything to the contrary contained in this Agreement, the Liens granted
above, and the relative priority thereof, shall be as set forth in, and subject to the terms and
conditions of, the Intercreditor Agreement.




          Section 2.3 Cash Collateral Account




          The Collateral Agent has established a Deposit Account under its direction at Citibank, N.A.,
designated as “Citicorp USA, Inc.–Revlon Consumer Products Corporation Collateral Account”. Such
Deposit Account shall be a Cash Collateral Account.




     ARTICLE III Representations and Warranties



          To induce (i) the Lenders, the Collateral Agent and the Administrative Agents to enter into
the Credit Agreements and (ii) the Noteholder Representative to enter into the






15









 







Indenture and the Noteholders to accept the Notes, each Grantor hereby represents and warrants
each of the following to the Collateral Agent for the benefit of the Secured Parties (it being
understood that no Grantor makes any representation or warranty to any Noteholder Secured Party
with respect to any Other Excluded Asset):




          Section 3.1 Title; No Other Liens




          Except for the Liens granted to the Collateral Agent pursuant to this Agreement and the other
Liens permitted to exist on the Collateral under the Credit Agreements and the Indenture, such
Grantor (a) is the record and beneficial owner of the Pledged Collateral pledged by it hereunder
constituting Instruments or Certificated Securities, (b) is the Entitlement Holder of all such
Pledged Collateral constituting Investment Property held in a Securities Account (unless the
Collateral Agent has otherwise been declared the Entitlement Holder of such Pledged Collateral) and
(c) has rights in or the power to transfer each other item of Collateral in which a Lien is granted
by it hereunder, free and clear of any other Lien.




          Section 3.2 Perfection and Priority




          The security interests granted pursuant to this Agreement shall constitute valid and
continuing perfected security interests in favor of the Collateral Agent in the Collateral for
which perfection is governed by the UCC (other than Vehicles) or filing with the United States
Copyright Office upon (i) in the case of all Collateral in which a security interest may be
perfected by filing a financing statement under the UCC, the completion of the filings and other
actions specified on Schedule 3 (Filings) (which, in the case of all filings and other documents
referred to on such schedule, have been delivered to the Collateral Agent in completed and duly
executed form), (ii) the delivery to the Collateral Agent of all Collateral consisting of
Instruments and Certificated Securities, in each case, properly endorsed for transfer to the
Collateral Agent or in blank, and all other Collateral which may be perfected under the UCC only by
possession, (iii) the execution of Securities Account Control Agreements with respect to Investment
Property not in certificated form, (iv) the execution of Deposit Account Control Agreements with
respect to all Deposit Accounts of a Grantor, (v) all appropriate filings having been made with the
United States Copyright Office, and (vi) with respect to any Letter of Credit Rights, the consent
to the assignment of proceeds of the relevant letter of credit by the issuer or any nominated
person in respect thereof, except to the extent that such Letter of Credit Right is a supporting
obligation (as defined in the UCC) for any Collateral. With the exception of the subordination of
(i) the Second Priority Multi-Currency Collateral Liens to the First Priority Multi-Currency
Collateral Liens, (ii) the Second Priority Term Loan Collateral Liens to the First Priority Term
Loan Collateral Liens and (iii) the Third Priority Multi-Currency Collateral Liens to the First
Priority Multi-Currency Collateral Liens and the Second Priority Multi-Currency Collateral Liens,
in each case, pursuant to this Agreement and the Intercreditor Agreement, such security interests
shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having
priority over the Collateral Agent’s Lien by operation of law or otherwise as permitted under the
Credit Agreements and the Indenture.




          Section 3.3 Jurisdiction of Organization; Chief Executive Office




          Such Grantor’s jurisdiction of organization, legal name, organizational identification number,
if any, and the location of such Grantor’s chief executive office or sole
place of business, in each case as of the date hereof, is specified on Schedule 1
(Jurisdiction of Organization; Principal Executive Office).




16









 








          Section 3.4 Inventory and Equipment




          On the date hereof, such Grantor’s Inventory and Equipment (other than mobile goods and
Inventory or Equipment in transit) are kept at the locations listed on Schedule 4 (Location of
Inventory and Equipment).




          Section 3.5 Pledged Collateral




          (a) The Pledged Stock pledged hereunder by such Grantor is listed on Schedule 2 (Pledged
Collateral) and constitutes that percentage of the issued and outstanding equity of all classes of
each issuer thereof as set forth on Schedule 2 (Pledged Collateral), in each case, as supplemented
by a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 (Form of
Pledge Amendment) (each a “Pledge Amendment”) from time to time hereunder.




          (b) All of the Pledged Stock (other than Pledged Stock in limited liability companies and
partnerships) pledged hereunder by such Grantor has been duly authorized, validly issued and is
fully paid and nonassessable (to the extent such concepts are applicable under the laws of the
jurisdiction of organization of the issuer thereof).




          (c) Each of the Pledged Stock constitutes the legal, valid and binding obligation of the
obligor with respect thereto, enforceable (to the extent such concepts are applicable to such
Pledged Stock under the laws of the jurisdiction of organization of the issuer thereof) in
accordance with its terms, subject to the effects of applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’
rights generally, and general equitable principles, whether considered in a proceeding in equity or
at law.




          (d) All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting
of Certificated Securities or Instruments has been delivered to the Collateral Agent in accordance
with Section 4.4(a) (Pledged Collateral) and Section 10.11 of the Credit Agreements.




          (e) Except as permitted by the Credit Agreements and the Indenture, all Pledged Collateral
held by a Securities Intermediary in a Securities Account is in a Control Account.




          (f) Except as permitted by the Credit Agreements and the Indenture, other than Pledged Stock
constituting General Intangibles, there is no Pledged Collateral other than that represented by
Certificated Securities or Instruments in the possession of the Collateral Agent or that consist of
Financial Assets held in a Control Account.




          Section 3.6 Accounts




          No amount payable to such Grantor under or in connection with any Account is evidenced by any
Instrument or Chattel Paper that has not been delivered to the Collateral Agent,
properly endorsed for transfer, to the extent delivery is required by Section 4.4 (Pledged
Collateral).




17









 








          Section 3.7 Intellectual Property




          (a) Schedule 5A (Intellectual Property) lists all registered Intellectual Property of such
Grantor on the date hereof, separately identifying that owned by such Grantor and that licensed to
such Grantor. Schedule 5B (Material Intellectual Property) includes all Material Intellectual
Property of such Grantor on the date hereof, separately identifying that owned by such Grantor and
that licensed to such Grantor. The Intellectual Property set forth on Schedule 5B (Material
Intellectual Property) for such Grantor, as updated pursuant to Section 4.7(g), constitutes all of
the Material Intellectual Property as of the date on which such schedule, or update, is delivered
to the Collateral Agent.




          (b) All Material Intellectual Property owned by such Grantor is valid, subsisting, unexpired
(in the case of any registered Material Intellectual Property) and enforceable, has not been
adjudged invalid and has not been abandoned, and, to the knowledge of such Grantor, the use thereof
in the business of such Grantor does not infringe, misappropriate, dilute or violate the
intellectual property rights of any other Person, except any such infringement, misappropriation,
dilution or violation that could not reasonably be expected to adversely affect the net revenues of
the Company and its Subsidiaries, taken as a whole, by $5,000,000 or more in the aggregate.




          (c) No holding, decision or judgment has been rendered by any Governmental Authority in a case
involving such Grantor that would limit, cancel or question the validity of, or such Grantor’s
rights in, any Material Intellectual Property owned by such Grantor.




          (d) There are no judgments or settlements to be paid by such Grantor relating to the Material
Intellectual Property in an aggregate amount of $5,000,000 or more and no claims relating to the
Material Intellectual Property which could reasonably be expected to adversely affect the net
revenues of the Company and its Subsidiaries, taken as a whole, by $5,000,000 or more in the
aggregate.




          Section 3.8 Deposit Accounts; Securities Accounts




          The only Deposit Accounts or Securities Accounts maintained by any Grantor on the date hereof
are those listed on Schedule 6 (Bank Accounts; Control Accounts), which sets forth such information
separately for each Grantor.




          Section 3.9 Commercial Tort Claims




          The only Commercial Tort Claims of any Grantor existing on the date hereof (regardless of
whether the amount, defendant or other material facts can be determined and regardless of whether
such Commercial Tort Claim has been asserted, threatened or has otherwise been made known to the
obligee thereof or whether litigation has been commenced for such claims) are those listed on
Schedule 7 (Commercial Tort Claims), which sets forth such information separately for each Grantor.




     ARTICLE IV Covenants



          Each Grantor agrees with the Collateral Agent to the following, until the Multi-Currency
Payment Obligations, Term Loan Payment Obligations and Noteholder Payment Obligations have been
paid in full and, in each case, unless the Administrative Agents (or the




18









 







Noteholder Representative,
once the Multi-Currency Payment Obligations and the Term Loan Payment Obligations have been paid in
full) otherwise consent in writing (it being understood that no Grantor makes any such agreement
with the Collateral Agent, in its capacity as Collateral Agent for the Noteholder Secured Parties,
with respect to any Other Excluded Asset):




          Section 4.1 Generally




          Such Grantor shall (a) except for the security interests created by this Agreement, not create
or suffer to exist any Lien upon or with respect to any Collateral, except Liens permitted under
Section 11.3 (Limitation on Liens) of the Credit Agreements and the Indenture, (b) not use or
permit any Collateral to be used unlawfully or in violation of any provision of this Agreement, any
other Loan Document or Noteholder Document, any Requirement of Law or any policy of insurance
covering the Collateral, (c) not sell, transfer or assign (by operation of law or otherwise) any
Collateral except as permitted under the Credit Agreements and the Indenture, (d) not enter into
any agreement or undertaking restricting the right or ability of such Grantor or the Collateral
Agent to sell, assign or transfer any Collateral except as permitted under the Credit Agreements
and the Indenture, and (e) promptly notify the Collateral Agent of its entry into any agreement or
assumption of undertaking that restricts the ability to sell, assign or transfer any Collateral
regardless of whether or not it has a Material Adverse Effect.




          Section 4.2 Maintenance of Perfected Security Interest; Further Documentation




          (a) Except as permitted by the Credit Agreements and the Indenture, such Grantor shall
maintain the security interests created by this Agreement as perfected security interests having at
least the priorities described in Section 2.2 (Grants of Security Interest in Collateral) and
Section 3.2 (Perfection and Priority) and shall defend such security interests and the applicable
priorities of such security interests against the claims and demands of all Persons.




          (b) Such Grantor shall furnish to the Collateral Agent from time to time statements and
schedules further identifying and describing the Collateral and such other reports in connection
with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and in
form and scope reasonably satisfactory to the Collateral Agent.




          (c) At any time and from time to time, upon the written request of the Collateral Agent, and
at the sole expense of such Grantor, such Grantor shall promptly and duly execute and deliver, and
have recorded, such further instruments and documents and take such further action as the
Collateral Agent may request (at the direction of any Administrative Agent in its sole discretion
exercised reasonably and in accordance with customary business practices for comparable loan
transactions) for the purpose of obtaining or preserving the full benefits of this Agreement and of
the rights and powers herein granted, including the filing of any financing or continuation
statement under the UCC (or other similar laws) in effect in any jurisdiction within the United
States, United Kingdom, Bermuda or such other jurisdiction to the extent such jurisdiction is,
directly or indirectly, one of the top five net revenue generating markets of the Company and its
Subsidiaries, with respect to the security interests created hereby and the
execution and delivery of Deposit Account Control Agreements and Securities Account Control
Agreements.




19









 








          Section 4.3 Changes in Locations, Name, Etc.




          (a) Except upon 15 days’ prior written notice to the Collateral Agent (or such other notice
satisfactory to the Collateral Agent) and delivery to the Collateral Agent of (i) all additional
financing statements and other documents reasonably requested by the Collateral Agent to maintain
the validity, perfection and priority of the security interests provided for herein and (ii) if
applicable, a written supplement to Schedule 4 (Location of Inventory and Equipment) showing
(A) any additional locations at which Inventory or Equipment shall be kept or (B) any changes in
any location where Inventory or Equipment shall be kept that would require the Collateral Agent to
take any action to maintain a perfected security interest in such Collateral, such Grantor shall
not do any of the following:





     (i) permit any Inventory or Equipment to be kept at a location other than those listed
on Schedule 4 (Location of Inventory and Equipment), except for Inventory or Equipment in
transit or Inventory and Equipment with an aggregate value of less than $5,000,000;




     (ii) change its jurisdiction of organization or its location, in each case from that
referred to in Section 3.3 (Jurisdiction of Organization; Chief Executive Office); or




     (iii) change its legal name or any trade name used to identify it in the conduct of
its business or ownership of its properties or organizational identification number, if
any, or corporation, limited liability company or other organizational structure to such an
extent that any financing statement filed in connection with this Agreement would become
misleading.



          (b) Such Grantor shall keep and maintain at its own cost and expense records of the
Collateral, including a record of payments received and credits granted with respect to the
Collateral and such other dealings with the Collateral, in form and substance reasonably
satisfactory to the Collateral Agent.




          Section 4.4 Pledged Collateral




          (a) Such Grantor shall (i) deliver to the Collateral Agent, all certificates and Instruments
representing or evidencing any Pledged Collateral (including Additional Pledged Collateral, but
excluding any Instrument or Chattel Paper that is excluded from the delivery requirements of
Section 4.6), whether now existing or hereafter acquired, in suitable form for transfer by delivery
or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed
instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory
to the Collateral Agent, together, in respect of any Additional Pledged Collateral, with a Pledge
Amendment in the form of Annex 1 (Form of Pledge Amendment), an acknowledgment and agreement to a
Joinder Agreement duly executed by the Grantor, in substantially the form in the form of Annex 2
(Form of Joinder Agreement), or such other documentation reasonably acceptable to the Collateral
Agent and (ii) except as permitted by the Credit Agreements and the Indenture, maintain all other
Pledged Collateral constituting Investment Property in a Control Account. Such Grantor authorizes
the Collateral Agent to attach each Pledge Amendment to this Agreement. For the purpose of
obtaining or preserving the
full benefits of this Agreement and of the rights and powers herein granted, the Collateral
Agent shall have the right in its reasonable discretion, at any time (i) upon request and if the
Company fails to comply with such request, to the extent necessary or appropriate to perfect the
security




20









 







interests contemplated herein, and (ii) during an Event of Default under any Credit
Agreement or the Indenture, without notice to the Grantor, to transfer to or to register in its
name or in the name of its nominees any Pledged Collateral. The Collateral Agent shall have the
right at any time to exchange any certificate or instrument representing or evidencing any Pledged
Collateral for certificates or instruments of smaller or larger denominations.




          (b) Except as provided in Article V (Remedial Provisions), such Grantor shall be entitled to
receive all cash dividends, distributions, principal and interest paid in respect of the Pledged
Collateral (other than liquidating or distributing dividends) with respect to the Pledged
Collateral. Any sums paid upon or in respect of any Pledged Collateral upon the liquidation or
dissolution of any issuer of any Pledged Collateral, any distribution of capital made on or in
respect of any Pledged Collateral or any property distributed upon or with respect to any Pledged
Collateral pursuant to the recapitalization or reclassification of the capital of any issuer of
Pledged Collateral or pursuant to the reorganization thereof shall, unless otherwise (i) subject to
a perfected security interest (with the priorities contemplated herein) in favor of the Collateral
Agent or (ii) applied in accordance with the Credit Agreements and the Indenture, be delivered to
the Collateral Agent to be held by it hereunder as additional collateral security for the Secured
Obligations. If any sum of money or property so paid or distributed in respect of any Pledged
Collateral shall be received by such Grantor, such Grantor shall, until such money or property is
paid or delivered to the Collateral Agent, hold such money or property in trust for the Collateral
Agent, segregated from other funds of such Grantor, as additional security for the Secured
Obligations.




          (c) Except as provided in Article V (Remedial Provisions), such Grantor shall be entitled to
exercise all voting, consent and corporate, partnership, limited liability company and similar
rights with respect to the Pledged Collateral; provided, however, that no vote shall be cast,
consent given or right exercised or other action taken by such Grantor that would impair the
Collateral (except to the extent permitted under the Credit Agreements and the Indenture), be
inconsistent with or result in any violation of any provision of the Credit Agreements or the
Indenture, this Agreement or any other Loan Document or Noteholder Document or, without prior
notice to the Collateral Agent, enable or permit any issuer of Pledged Collateral controlled by the
Company 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 of Pledged Collateral.




          (d) Such Grantor shall not grant “control” (within the meaning of such term under Article
9-106 of the UCC) over any Investment Property of such Grantor to any Person other than the
Collateral Agent, except to the extent permitted under the Credit Agreements and the Indenture.




          (e) In the case of each Grantor that is an issuer of Pledged Collateral, such Grantor agrees
to be bound by the terms of this Agreement relating to the Pledged Collateral issued by it and
shall comply with such terms insofar as such terms are applicable to it. In the case of any
Grantor that is a holder of any Stock or Stock Equivalent in any Person that is an issuer of
Pledged Collateral, such Grantor consents to (i) the exercise of the rights granted to the
Collateral Agent hereunder (including those described in Section 5.3 (Pledged Collateral)), and
(ii) the pledge by each other Grantor, pursuant to the terms hereof, of the Pledged Stock in such
Person and, to the extent required in Section 4.4(a), to the transfer of such Pledged Stock to
the Collateral Agent or its nominee and to the substitution of the Collateral Agent or its nominee
as a holder of such Pledged Stock with all the rights, powers and duties of other holders of
Pledged




21









 







Stock of the same class and, if the Grantor having pledged such Pledged Stock hereunder had
any right, power or duty at the time of such pledge or at the time of such substitution beyond that
of such other holders, with all such additional rights, powers and duties. Such Grantor agrees to
execute and deliver to the Collateral Agent such certificates, agreements and other documents as
may be necessary, in the reasonable judgment of the Company or the Collateral Agent, to evidence,
formalize or otherwise give effect to the consents given in this clause (e).




          (f) Such Grantor shall not, without the consent of the Collateral Agent, agree to any
amendment of any Constituent Document that in any way adversely affects the perfection of the
security interest of the Collateral Agent in the Pledged Collateral pledged by such Grantor
hereunder, including any amendment electing to treat any membership interest or partnership
interest that is part of the Pledged Collateral as a “security” under Section 8-103 of the UCC, or
any election to turn any previously uncertificated Stock that is part of the Pledged Collateral
into certificated Stock.




          Section 4.5 Accounts




          Unless the Controlling Agent with respect to the Multi-Currency Collateral shall otherwise
consent, such Grantor shall not, other than in the ordinary course of business consistent with its
past practice, (i) grant any extension of the time of payment of any Account, (ii) compromise or
settle any Account for less than the full amount thereof, (iii) release, wholly or partially, any
Person liable for the payment of any Account, (iv) allow any credit or discount on any Account or
(v) amend, supplement or modify any Account in any manner that could reasonably be expected to
adversely affect the value thereof.




          Section 4.6 Delivery of Instruments and Chattel Paper




          If any amount in excess of $2,000,000 payable under or in connection with any Collateral owned
by such Grantor shall be or become evidenced by an Instrument or Chattel Paper, such Grantor shall
promptly deliver such Instrument or Chattel Paper to the Collateral Agent, duly indorsed in a
manner reasonably satisfactory to the Collateral Agent, or, if consented to by the Collateral
Agent, shall mark all such Instruments and Chattel Paper with the following legend: “This writing
and the obligations evidenced or secured hereby are subject to the security interest of Citicorp
USA, Inc., as Collateral Agent for the benefit of the Secured Parties”.




          Section 4.7 Intellectual Property




          (a) Such Grantor (either itself or through licensees) shall (i) continue to use each Trademark
that is Material Intellectual Property in order to maintain such Trademark in full force and effect
with respect to each class of goods for which such Trademark is currently used, free from any claim
of abandonment for non-use, (ii) maintain consistent with past practice the quality of products and
services offered under such Trademark, (iii) use such Trademark with the appropriate notice of
registration and all other notices and legends, in each case, as required by applicable
Requirements of Law, (iv) not adopt or use any mark that is confusingly similar or a colorable
imitation of such Trademark unless the Collateral Agent shall obtain perfected security interests
in such mark pursuant to this Agreement and (v) not (and not permit any licensee or sublicensee
thereof to) do any other act or knowingly omit to do any act whereby such Trademark
(or any goodwill associated therewith) may become destroyed, invalidated, impaired or harmed
in any way.




22









 








          (b) Such Grantor (either itself or through licensees) shall not do any act, or omit to do any
act, whereby any Patent that is Material Intellectual Property may become forfeited, abandoned or
dedicated to the public.




          (c) Such Grantor (either itself or through licensees) (i) shall not (and shall not permit any
licensee or sublicensee thereof to) do any act or omit to do any act whereby any portion of the
Copyrights that is Material Intellectual Property may become invalidated or otherwise impaired and
(ii) shall not (either itself or through licensees) do any act whereby any portion of the
Copyrights that is Material Intellectual Property may fall into the public domain.




          (d) Such Grantor (either itself or through licensees) shall not do any act, or omit to do any
act, which would substantially increase the risk of any trade secret that is Material Intellectual
Property becoming publicly available or otherwise unprotectable; provided, however, that execution
and delivery of any agreement related to such trade secret subject to customary and reasonable
confidentiality provisions shall not constitute a breach of this clause (d).




          (e) Such Grantor (either itself or through licensees) shall not do any act that knowingly uses
any Material Intellectual Property to infringe, misappropriate, or violate any valid intellectual
property right of any other Person.




          (f) Such Grantor shall notify the Collateral Agent promptly if it knows, after due inquiry,
that (i) any application or registration relating to any Material Intellectual Property is likely
to become forfeited, abandoned or dedicated to the public, or of any adverse determination or
development related to such application or registration (including the institution of, or any such
determination or development in, any proceeding in the United States Patent and Trademark Office or
the United States Copyright Office or any court or tribunal in any country, but excluding any
ordinary course office actions) regarding such Grantor’s ownership of, right to use, interest in,
or the validity of, any Material Intellectual Property owned by such Grantor or such Grantor’s
right to register the same or to own and maintain the same or (ii) any action or proceeding seeking
to limit, cancel or question the validity of any Material Intellectual Property owned by such
Grantor or such Grantor’s ownership interest therein is pending or, to the knowledge of such
Grantor, threatened.




          (g) The Grantors shall deliver to the Administrative Agents, the Noteholder Representative and
the Collateral Agent, by each January 31st and July 31st of each year following the date hereof,
commencing January 31, 2010 (or, if the Controlling Agent with respect to the Term Loan Collateral
reasonably so requests in writing, more often; provided, however, that, except during such time as
a Default or Event of Default under any Credit Agreement or the Indenture has occurred and is
continuing, such Controlling Agent shall not so request more frequently than monthly), an update of
Schedule 5B (Material Intellectual Property), listing all of the Material Intellectual Property of
the Company and its Subsidiaries as of such date and any licensing or franchise agreement with
respect thereto pursuant to which such Grantor is the licensor or franchisor.




          (h) Such Grantor shall take all reasonable actions necessary or requested by the Collateral
Agent, including in any proceeding before the United States Patent and Trademark Office, the United
States Copyright Office or any similar office or agency, to maintain and pursue
each application (and to obtain the relevant registration) and to maintain each registration
of any Copyright, Trademark, Patent or Internet domain name that is Material Intellectual Property,




23









 







including filing of applications for renewal, affidavits of use, affidavits of incontestability and
opposition and interference and cancellation proceedings.




          (i) In the event that any Material Intellectual Property is or has been infringed upon or
misappropriated or diluted by a third party, which event could reasonably be expected to adversely
affect the net revenues of the Company and its Subsidiaries, taken as a whole, by more than
$5,000,000 in the aggregate, such Grantor shall notify the Collateral Agent promptly after such
Grantor learns thereof. Such Grantor shall take appropriate action in its reasonable judgment in
response to such infringement, misappropriation or dilution, including promptly bringing suit for
infringement, misappropriation or dilution and to recover all damages for such infringement,
misappropriation or dilution, and shall take such other actions as may be appropriate in its
reasonable judgment under the circumstances to protect such Material Intellectual Property.




          (j) At such times required by Section 10.14 of the Credit Agreements and Section 4.16 of the
Indenture, such Grantor shall execute and deliver to the Collateral Agent for filing in (i) the
United States Copyright Office a short-form copyright security agreement in the form attached
hereto as Annex 3 (Form of Short Form Intellectual Property Security Agreement), (ii) in the United
States Patent and Trademark Office and with the Secretary of State of all appropriate States of the
United States a short-form trademark security agreement in the form attached hereto as Annex 3
(Form of Short Form Intellectual Property Security Agreement), and (iii) the United States Patent
and Trademark Office a short-form patent security agreement in form attached hereto as Annex 3
(Form of Short Form Intellectual Property Security Agreement).




          (k) Notwithstanding anything to the contrary in this Section 4.7, (i) the Grantor shall have
the right to license its Patents and Trademarks in accordance with Section 10.14(d) of the Credit
Agreements and the Indenture and (ii) no Grantor shall be prohibited from causing or permitting the
expiration, abandonment or invalidation of any of the Intellectual Property (other than Material
Intellectual Property) or failing to renew, abandoning or permitting to expire any applications or
registrations for any of the Intellectual Property (other than Material Intellectual Property), if,
in such Grantor’s reasonable good faith judgment, there is a reasonable and valid business reason
for taking or omitting to take such action.




          Section 4.8 Vehicles




          Upon the reasonable request of the Collateral Agent, within 30 days after the date of such
request and, with respect to any Vehicle acquired by such Grantor subsequent to the date of any
such request (until such request is withdrawn by the Collateral Agent), within 30 days after the
date of acquisition thereof, such Grantor shall file all applications for certificates of title or
ownership indicating the Collateral Agent’s first, second and third priority security interests in
the Vehicle covered by such certificate and any other necessary documentation, in each office in
each jurisdiction that the Collateral Agent shall deem advisable to perfect its security interests
in the Vehicles.





			
	          Section 4.9	 	Payment of Multi-Currency Payment Obligations and Term Loan Payment
Obligations





          Except as permitted by Section 10.3 or Section 11.3 of the Credit Agreements and Section 4.05
of the Indenture, such Grantor shall pay and discharge or otherwise satisfy at or before maturity
or before they become delinquent, as the case may be, all taxes, assessments and




24









 







governmental
charges or levies (other than maintenance payments for Patents, to the extent that such Grantor is
permitted to abandon such Patent in accordance with the terms of the Loan Documents and Noteholder
Documents) imposed upon the Collateral or in respect of income or profits therefrom, as well as all
claims of any kind (including claims for labor, materials and supplies) against or with respect to
the Collateral, except that no such tax, assessment, levy, claim or charge need be paid if the
amount or validity thereof is currently being contested in good faith by appropriate proceedings,
reserves in conformity with GAAP with respect thereto have been provided on the books of such
Grantor and such proceedings could not reasonably be expected to result in the sale, forfeiture or
loss of any material portion of the Collateral or any interest therein.




          Section 4.10 Insurance




          Such Grantor shall (i) maintain, and cause to be maintained for each of its Subsidiaries,
insurance in accordance with Section 10.5 of the Credit Agreements and any applicable provisions of
the Indenture Documents and (ii) cause all such insurance maintained for such Grantor to name the
Collateral Agent on behalf of the Secured Parties as additional insured or loss payee, as
appropriate, and to provide that no cancellation, material addition in amount or material change in
coverage shall be effective until after 30 days’ written notice thereof to the Collateral Agent (or
such shorter period as acceptable to the Collateral Agent).




          Section 4.11 Notice of Commercial Tort Claims




          Such Grantor agrees that, if it shall acquire any interest in any Commercial Tort Claim
(whether from another Person or because such Commercial Tort Claim shall have come into existence)
in excess of $2,500,000, (i) such Grantor shall, promptly upon such acquisition, deliver to the
Collateral Agent, in each case in form and substance reasonably satisfactory to the Collateral
Agent, a notice of the existence and nature of such Commercial Tort Claim and deliver a supplement
to Schedule 7 (Commercial Tort Claims) containing a specific description of such Commercial Tort
Claim, (ii) the provision of Section 2.1 (Collateral) shall apply to such Commercial Tort Claim and
(iii) such Grantor shall execute and deliver to the Collateral Agent, in each case in form and
substance reasonably satisfactory to the Collateral Agent, any certificate, agreement and other
document, and take all other action, deemed by the Collateral Agent to be reasonably necessary or
appropriate for the Collateral Agent to obtain, on behalf of the Term Loan Secured Parties, a
first-priority, perfected security interest in all such Commercial Tort Claims, and on behalf of
the Multi-Currency Secured Parties and the Noteholder Secured Parties, a second-priority, perfected
security interest in all such Commercial Tort Claims. Any supplement to Schedule 7 (Commercial
Tort Claims) delivered pursuant to this Section 4.11 (Notice of Commercial Tort Claims) shall,
after the receipt thereof by the Collateral Agent, become part of Schedule 7 (Commercial Tort
Claims) for all purposes hereunder other than in respect of representations and warranties made
prior to the date of such receipt.




     ARTICLE V Remedial Provisions



          Section 5.1 Code and Other Remedies




          During the continuance of an Event of Default under any Credit Agreement or the Indenture, the
Collateral Agent may in accordance with the terms of the Intercreditor Agreement exercise, in
addition to all other rights and remedies granted to it in this Agreement and in any other
instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and
remedies of a secured party under the UCC or any other applicable



25









 




law. Without limiting the
generality of the foregoing, the 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 any Grantor 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 forthwith collect, receive, appropriate and realize upon any Collateral,
and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of
and deliver any Collateral (or contract to do any of the foregoing), in one or more parcels at
public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent
or any Secured Party 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. Subject to the terms of the Intercreditor Agreement, the Collateral Agent shall
have the right upon any such public sale or sales, and, to the extent permitted by the UCC and
other applicable 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 of any Grantor, which right or equity
is hereby waived and released. Each Grantor further agrees, at the Collateral Agent’s request, to
assemble the Collateral and make it available to the Collateral Agent at places that the Collateral
Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Collateral
Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.1, after
deducting all reasonable costs and expenses of every kind incurred in connection therewith or
incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or
the rights of the Collateral Agent and any other Secured Party hereunder, including reasonable
attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations,
in such order as the Intercreditor Agreement shall prescribe, and only after such application and
after the payment by the Collateral Agent of any other amount required by any provision of law,
need the Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted
by applicable law, each Grantor waives all claims, damages and demands it may acquire against the
Collateral Agent or any other Secured Party arising out of the exercise by them of any rights
hereunder. 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.




          Section 5.2 Accounts and Payments in Respect of General Intangibles




          (a) In addition to, and not in substitution for, any similar requirement in the Credit
Agreements or the Indenture, if required by the Collateral Agent at any time during the continuance
of an Event of Default under any Credit Agreement or the Indenture, any payment of Accounts or
payment in respect of General Intangibles, when collected by any Grantor, shall be forthwith (and,
in any event, within two Business Days) deposited by such Grantor in the exact form received, duly
indorsed by such Grantor to the Collateral Agent, in an Approved Deposit
Account or a Cash Collateral Account, subject to withdrawal by the Collateral Agent as
provided in Section 5.4 (Proceeds to be Turned Over To Collateral Agent). Until so turned over,
such payment shall be held by such Grantor in trust for the Collateral Agent, segregated from other
funds of such Grantor. Each such deposit of Proceeds of Accounts and payments in respect of
General Intangibles shall be accompanied by a report identifying in reasonable detail the nature
and source of the payments included in the deposit.




          (b) At the Collateral Agent’s request, during the continuance of an Event of Default under any
Credit Agreement or the Indenture, each Grantor shall deliver to the Collateral Agent all original
and other documents evidencing, and relating to, the agreements and




26









 







transactions that gave rise to
the Accounts or payments in respect of General Intangibles, including all original orders, invoices
and shipping receipts.




          (c) Subject to the terms of the Credit Agreements and the Indenture, the Collateral Agent may,
without notice, at any time during the continuance of an Event of Default under any Credit
Agreement or the Indenture, limit or terminate the authority of a Grantor to collect its Accounts
or amounts due under General Intangibles or any thereof.




          (d) The Collateral Agent in its own name or in the name of others may at any time during the
continuance of an Event of Default under any Credit Agreement or the Indenture communicate with
Account Debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount
and terms of any Account or amounts due under any General Intangible.




          (e) Upon the request of the Collateral Agent at any time during the continuance of an Event of
Default under any Credit Agreement or the Indenture, each Grantor shall notify Account Debtors that
the Accounts or General Intangibles have been collaterally assigned to the Collateral Agent and
that payments in respect thereof shall be made directly to the Collateral Agent. In addition, the
Collateral Agent may at any time during the continuance of an Event of Default under any Credit
Agreement or the Indenture enforce such Grantor’s rights against such Account Debtors and obligors
of General Intangibles.




          (f) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under
each of the Accounts and payments in respect of General Intangibles to observe and perform all the
conditions and obligations to be observed and performed by it thereunder, all in accordance with
the terms of any agreement giving rise thereto. Neither the Collateral Agent nor any other Secured
Party shall have any obligation or liability under any agreement giving rise to an Account or a
payment in respect of a General Intangible by reason of or arising out of this Agreement or the
receipt by the Collateral Agent nor any other Secured Party of any payment relating thereto, nor
shall the Collateral Agent nor any other Secured Party be obligated in any manner to perform any
obligation of any Grantor under or pursuant to any agreement giving rise to an Account or a payment
in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or
the sufficiency of any payment received by it or as to the sufficiency of any performance by any
party thereunder, to present or file any claim, to take any action to enforce any performance or to
collect the payment of any amounts that may have been assigned to it or to which it may be entitled
at any time or times.




          Section 5.3 Pledged Collateral




          (a) Subject to the terms of the Intercreditor Agreement and during the continuance of an Event
of Default under any Credit Agreement or the Indenture, upon notice by the Collateral Agent to the
relevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any Proceeds
of the Pledged Collateral and make application thereof to the Secured Obligations in the order set
forth in the Intercreditor Agreement and (ii) the Collateral Agent or its nominee may exercise
(A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any
meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers
of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and
any other right, privilege or option pertaining to the Pledged Collateral as if it were the
absolute owner thereof (including the right to exchange at its discretion any of the Pledged
Collateral upon the merger, amalgamation, consolidation,




27









 







reorganization, recapitalization or other
fundamental change in the corporate or equivalent structure of any issuer of Pledged Collateral,
the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer
agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent
may determine), all without liability except to account for property actually received by it;
provided, however, that the Collateral Agent shall have no duty to any Grantor 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 Collateral Agent to exercise the voting and other consensual rights
that it may be entitled to exercise pursuant hereto and to receive all dividends and other
distributions that it may be entitled to receive hereunder, (i) each Grantor shall promptly execute
and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies,
dividend payment orders and other instruments as the Collateral Agent may from time to time
reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby
grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged
Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of
the Pledged Collateral would be entitled (including giving or withholding written consents of
shareholders, partners or members, as the case may be, calling special meetings of shareholders,
partners or members, as the case may be, and voting at such meetings), which proxy shall be
effective, automatically and without the necessity of any action (including any transfer of any
Pledged Collateral on the record books of the issuer thereof) by any other Person (including the
issuer of such Pledged Collateral or any officer or agent thereof) only during the continuance of
an Event of Default under any Credit Agreement or the Indenture and which proxy shall only
terminate upon the earlier to occur of (x) the termination of such Event of Default and (y) the
payment in full of the applicable Secured Obligations.




          (c) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged
Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from
the Collateral Agent in writing that (A) states that an Event of Default under any Credit Agreement
or the Indenture has occurred and is continuing and (B) is otherwise in accordance with the terms
of this Agreement, without any other or further instructions from such Grantor, and each Grantor
agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise
expressly permitted hereby, pay any dividend or other payment with respect to the Pledged
Collateral directly to the Collateral Agent.




          Section 5.4 Proceeds to be Turned Over To Collateral Agent




          All Proceeds received by the Collateral Agent under this Section 5 in cash or Cash Equivalents
shall be held by the Collateral Agent in a Cash Collateral Account. All such Proceeds while held
by the Collateral Agent in a Cash Collateral Account (or by such Grantor in trust for the
Collateral Agent) shall continue to be held as collateral security for the Secured Obligations and
shall not constitute payment thereof until applied as provided in the Intercreditor Agreement.




          Section 5.5 Registration Rights




          (a) Each Grantor recognizes that the Collateral Agent may be unable to effect a public sale of
any Pledged Collateral by reason of certain prohibitions contained in the Securities Act and
applicable state securities laws or otherwise or may determine that a public sale is impracticable
or not commercially reasonable and, accordingly, may resort to one or more




28









 




private sales thereof to
a restricted group of purchasers that shall 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. Each Grantor 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 Collateral Agent shall be under no obligation to delay a sale
of any Pledged Collateral for the period of time necessary to permit the issuer thereof to register
such securities for public sale under the Securities Act, or under applicable state securities
laws, even if such issuer would agree to do so.




          (b) Each Grantor 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 the Pledged Collateral
pursuant to this Section 5.5 valid and binding and in compliance with all other applicable
Requirements of Law. Each Grantor further agrees that a breach of any covenant contained in this
Section 5.5 will cause irreparable injury to the Collateral Agent and other Secured Parties, that
the Collateral Agent and the other Secured Parties have no adequate remedy at law in respect of
such breach and, as a consequence, that each and every covenant contained in this Section 5.5 shall
be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to
assert any defense against an action for specific performance of such covenants except for a
defense that no Event of Default has occurred and is continuing under any Credit Agreement or the
Indenture or that the applicable Secured Obligations have been paid in full.




          Section 5.6 Deficiency




          Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other
disposition of the Collateral are insufficient to pay the Secured Obligations and the fees and
disbursements of any attorney employed by the Collateral Agent or any other Secured Party to
collect such deficiency in accordance with Section 14.5 of the Credit Agreements and Section 7.07
of the Indenture.




          Section 5.7 Grant of License to Use Intellectual Property




          (a) Each Grantor hereby grants to the Collateral Agent, solely to the extent necessary to
enable the Collateral Agent to exercise the rights and remedies under this Agreement
and the other Security Documents, an irrevocable, non-exclusive license (exercisable without
payment of royalty or other compensation to the Grantors) to, during the continuance of an Event of
Default under any Credit Agreement or the Indenture, use, license or sublicense any Collateral
consisting of Intellectual Property, now owned or hereafter acquired by such Grantor and wherever
the same may be located, which license shall include reasonable access to all media in which any of
the licensed items may be recorded or stored and to all computer software and programs used for the
compilation or printout thereof. Each of the parties hereto acknowledges and agrees that (i) any
security interest granted to the Collateral Agent or any other Secured Party hereunder or any other
Security Document on any Intellectual Property of any Grantor, and the exercise of any rights and
remedies (including any sale, transfer or disposal) by the Collateral Agent related thereto, shall
be subject to the license granted in the foregoing sentence at all times and (ii) the Collateral
Agent may exercise such license for the benefit of any Secured Party (including the Multi-Currency
Secured Parties with respect to the sale, transfer or disposal of any Multi-Currency Collateral),
regardless of the priority of Liens on any Collateral granted to such Secured Party, in accordance
with the Intercreditor Agreement.




29









 








          (b) Notwithstanding any other provision contained in this Agreement, any security interest
granted hereunder in any Collateral consisting of Intellectual Property shall be subject to the
license granted under the preceding paragraph (a), as such license may be exercised for the benefit
of the Secured Parties holding such license, and any sale or transfer of such Collateral consisting
of Intellectual Property upon any exercise of remedies under this Agreement shall be made expressly
subject to such license.




     ARTICLE VI The Collateral Agent



          Section 6.1 Collateral Agent’s Appointment as Attorney-in-Fact




          (a) Subject to the last sentence of this Section 6.1(a), each Grantor hereby irrevocably
constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of
substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in
the place and stead of such Grantor and in the name of such Grantor or in its own name, for the
purpose of carrying out the terms of this Agreement, to take any appropriate action and to execute
any document or instrument that may be necessary or desirable to accomplish the purposes of this
Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the
Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by
such Grantor, to do any of the following:





     (i) in the name of such Grantor or its own name, or otherwise, take possession of and
indorse and collect any check, draft, note, acceptance or other instrument for the payment
of moneys due under any Account or General Intangible or with respect to any other
Collateral and file any claim or take any other action or proceeding in any court of law or
equity or otherwise deemed appropriate by the Collateral Agent for the purpose of
collecting any such moneys due under any Account or General Intangible or with respect to
any other Collateral whenever payable;




     (ii) in the case of any Intellectual Property, execute and deliver, and have recorded,
any agreement, instrument, document or paper as the Collateral Agent may request to
evidence the Collateral Agent’s security interests in such Intellectual Property
and the goodwill and General Intangibles of such Grantor relating thereto or
represented thereby;




     (iii) pay or discharge taxes and Liens levied or placed on or threatened against the
Collateral, effect any repair or pay any insurance called for by the terms of this
Agreement (including all or any part of the premiums therefor and the costs thereof);




     (iv) execute, in connection with any sale provided for in Section 5.1 (Code and Other
Remedies) or 5.5 (Registration Rights), any endorsement, assignment or other instrument of
conveyance or transfer with respect to the Collateral; or




     (v) (A) direct any party liable for any payment under any Collateral to make payment
of any moneys due or to become due thereunder directly to the Collateral Agent or as the
Collateral Agent shall direct, (B) ask or demand for, collect, and receive payment of and
receipt for, any moneys, claims and other amounts due or to become due at any time in
respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or
express bill, bill of lading, storage or warehouse receipt, draft against debtors,
assignment, verification, notice and other document in connection with any Collateral,



30









 







(D) commence and prosecute any suit, action or proceeding at law or in equity in any court
of competent jurisdiction to collect any Collateral and to enforce any other right in
respect of any Collateral, (E) defend any suit, action or proceeding brought against such
Grantor with respect to any Collateral, (F) settle, compromise or adjust any such suit,
action or proceeding and, in connection therewith, give such discharges or releases as the
Collateral Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark (along
with the goodwill of the business to which any such Trademark pertains) throughout the
world for such term or terms, on such conditions, and in such manner as the Collateral
Agent shall in its sole discretion determine, including the execution and filing of any
document necessary to effectuate or record such assignment and (H) generally, sell,
transfer, pledge and make any agreement with respect to or otherwise deal with any
Collateral as fully and completely as though the Collateral Agent were the absolute owner
thereof for all purposes, and do, at the Collateral Agent’s option and such Grantor’s
expense, at any time, or from time to time, all acts and things that the Collateral Agent
deems necessary to protect, preserve or realize upon the Collateral and the Collateral
Agent’s and the other Secured Parties’ security interests therein and to effect the intent
of this Agreement, all as fully and effectively as such Grantor might do.


Anything in this clause (a) to the contrary notwithstanding, the Collateral Agent agrees that it
shall not exercise any right under the power of attorney provided for in this clause (a) unless an
Event of Default under any Credit Agreement or the Indenture shall be continuing.




          (b) If any Grantor fails to perform or comply with any of its agreements contained herein, the
Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or
otherwise cause performance or compliance, with such agreement.




          (c) The reasonable expenses of the Collateral Agent incurred in connection with actions
undertaken as provided in this Section 6.1, together with interest thereon at a rate per annum
equal to the rate per annum at which interest would then be payable on past due Revolving Loans
that are Alternate Base Rate Loans under the Multi-Currency Credit Agreement, from the date of
payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by
such Grantor to the Collateral Agent on demand.




          (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done
by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled
with an interest and are irrevocable until this Agreement is terminated and the security interests
created hereby are released.




          Section 6.2 Duty of Collateral Agent




          The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical
preservation of the Collateral in its possession shall be to deal with it in the same manner as the
Collateral Agent deals with similar property for its own account. Neither the Collateral Agent,
any other Secured Party nor any of their respective officers, directors, employees or agents shall
be liable for failure to demand, collect or realize upon any 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 any Grantor or any other Person or to take any other action whatsoever with regard to any
Collateral. The powers conferred on the Collateral Agent hereunder are solely to protect the
Collateral Agent’s interest in the Collateral and shall not impose any duty upon the Collateral
Agent or any other Secured Party to exercise any such powers. The Collateral Agent and the




31









 







other
Secured Parties shall be accountable only for amounts that they actually receive as a result of the
exercise of such powers, and neither they nor any of their respective officers, directors,
employees or agents shall be responsible to any Grantor for any act or failure to act hereunder,
except for their own gross negligence or willful misconduct.




          Section 6.3 Authorization of Financing Statements




          Each Grantor authorizes the Collateral Agent (and, to the extent authorized by the Collateral
Agent, its Affiliates, counsel and other representatives), at any time and from time to time, to
file or record financing statements, amendments to financing statements, and other filing or
recording documents or instruments with respect to the Collateral in such form and in such offices
as the Collateral Agent reasonably determines appropriate to perfect the security interests of the
Collateral Agent under this Agreement under the laws of any jurisdiction of the United States, and
such financing statements and amendments may described the Collateral covered thereby as “all
assets of the debtor”, “all personal property of the debtor” or words of similar effect. Each
Grantor hereby also authorizes the Collateral Agent and its Affiliates, counsel and other
representatives, at any time and from time to time, to file continuation statements with respect to
previously filed financing statements. A photographic or other reproduction of this Agreement
shall be sufficient as a financing statement or other filing or recording document or instrument
for filing or recording in any jurisdiction.




          Section 6.4 Authority of Collateral Agent




          Each Grantor acknowledges that the rights and responsibilities of the Collateral Agent under
this Agreement with respect to any action taken by the Collateral Agent or the exercise or
non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right
or remedy provided for herein or resulting or arising out of this Agreement shall, as between the
Collateral Agent and the other Secured Parties, be governed by the Intercreditor Agreement, the
Credit Agreements or the Indenture and by such other agreements with respect thereto as may exist
from time to time among them, but, as between the Collateral Agent and the Grantors, the Collateral
Agent shall be conclusively presumed to be acting as agent for the Collateral Agent and the other
Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor
shall be under any obligation, or entitlement, to make any inquiry
respecting such authority. To the extent that the Intercreditor Agreement conflicts with any
other Loan Document or other Noteholder Document with regard to the authority of the Collateral
Agent, the Intercreditor Agreement shall control.




     ARTICLE VII Miscellaneous



          Section 7.1 Amendments in Writing




          None of the terms or provisions of this Agreement may be waived, amended, supplemented or
otherwise modified unless the same (i) shall be in writing signed by each Grantor, the Collateral
Agent and each Administrative Agent and the Noteholder Representative and (ii) shall have been
approved by the Required Secured Parties pursuant to Section 14.1 of each Credit Agreement and the
Noteholder Representative or the Required Holders (as defined in the Noteholder Documents to the
extent required pursuant to Article 9 of the Indenture; provided, however, that, in the case of
clauses (i) and (ii) above, any such amendment, supplement, modification or waiver shall not
require the approval, consent or signature of the Noteholder Representative or any Noteholder if
the Company shall have delivered to the Collateral Agent and




32









 







each Administrative Agent a
certificate of a Responsible Officer of the Company that such amendment, supplement, modification
or waiver does not adversely affect the Noteholders or is otherwise permitted by the Indenture
without any such approval, consent or signature; provided, further, that this Agreement may be
supplemented in accordance with the terms of this Agreement (but no existing provisions may be
modified and no Collateral may be released) through Pledge Amendments and Joinder Agreements, in
substantially the form of Annex 1(Form of Pledge Amendment) and Annex 2 (Form of Joinder Agreement)
respectively, in each case duly executed by the Collateral Agent and each Grantor directly affected
thereby in accordance with Section 10.11 (Additional Stock Pledges) or Section 10.12 (Additional
Collateral) of the Credit Agreements or Section 4.14 or Section 4.16 of the Indenture.




          Section 7.2 Notices




          All notices, requests and demands to or upon the Collateral Agent or any Grantor hereunder
shall be effected in the manner provided for in Section 14.2 (Notices) of the Credit Agreements or
Section 13.02 of the Indenture; provided, however, that any such notice, request or demand to or
upon any Grantor shall be addressed to the Company’s notice address set forth in such Section 14.2
(Notices) or Section 13.02 of the Indenture.




          Section 7.3 No Waiver by Course of Conduct; Cumulative Remedies




          Neither the Collateral Agent nor any other Secured Party shall by any act (except by a written
instrument pursuant to Section 7.1 (Amendments in Writing)), delay, indulgence, omission or
otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any
Default or Event of Default under any Credit Agreement or the Indenture. No failure to exercise,
nor any delay in exercising, on the part of the Collateral Agent or any other Secured Party, 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 Collateral Agent
or any other Secured Party of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy that the Collateral Agent or such other Secured Party
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.




          Section 7.4 Amendment and Restatement; Effectiveness




          (a) [Intentionally Omitted].




          (b) On the date hereof, the Existing Pledge and Security Agreement shall be amended and
restated in its entirety by this Agreement, and the Existing Pledge and Security Agreement shall
thereafter be of no further force and effect except to evidence the Liens granted thereunder and
the incurrence by the Grantors of obligations thereunder (whether or not such obligations are
contingent as of the date hereof). This Agreement is not in any way intended to constitute a
novation of the obligations and liabilities existing under the Existing Pledge and Security
Agreement or evidence payment or performance of all or any portion of such obligations and
liabilities.




          (c) The terms and conditions of this Agreement and the Agents’, the Noteholders’ and the
Lenders’ rights and remedies under this Agreement and the other Loan




33









 







Documents or Noteholder
Documents shall apply to (i) all of the Multi-Currency Payment Obligations and all obligations of
the Grantors incurred under the Multi-Currency Loan Documents, (ii) all of the Term Loan Payment
Obligations and all obligations of the Grantors incurred under the Term Loan Documents and (iii)
all of the Noteholder Payment Obligations and all obligations of the Grantors under the Noteholder
Documents.




          (d) Each Grantor hereby reaffirms the Liens granted pursuant to the Multi-Currency Loan
Documents to Collateral Agent for the benefit of the Multi-Currency Secured Parties, which Liens
shall continue in full force and effect during the term of this Agreement and any renewals thereof
and shall continue to secure the Multi-Currency Secured Obligations.




          (e) Each Grantor hereby reaffirms the Liens granted pursuant to the Term Loan Documents to the
Collateral Agent for the benefit of the Term Loan Secured Parties, which Liens shall continue in
full force and effect during the term of this agreement and any renewals thereof and shall continue
to secure the Term Loan Secured Obligations.




          (f) On and after the date hereof, (i) all references to the Existing Pledge and Security
Agreement (or to any amendment or any amendment and restatement thereof) in the Loan Documents
shall be deemed to refer to the Existing Pledge and Security Agreement, as amended and restated
hereby, (ii) all references to any section (or subsection) of the Existing Pledge and Security
Agreement in any Multi-Currency Loan Document (but not herein) shall be amended to become, mutatis
mutandis, references to the corresponding provisions of this Agreement and (iii) except as the
context otherwise provides, on or after the date hereof, all references to this Agreement herein
(including for purposes of indemnification and reimbursement of fees) shall be deemed to be
reference to the Existing Pledge and Security Agreement, as amended and restated hereby.




          (g) This amendment and restatement is limited as written and is not a consent to any other
amendment, restatement, waiver or other modification, whether or not similar, and, except as
expressly provided herein or in any other Loan Document, all terms and conditions of the Loan
Documents remain in full force and effect unless otherwise specifically amended by this Agreement
or any other Loan Document.




          Section 7.5 Successors and Assigns




          This Agreement shall be binding upon the successors and assigns of each Grantor and shall
inure to the benefit of the Collateral Agent and each other Secured Party and their successors and
assigns; provided, however, that no Grantor may assign, transfer or delegate any of its rights or
obligations under this Agreement without the prior written consent of the Collateral Agent.




          Section 7.6 Counterparts




          This Agreement may be executed by one or more of the parties to this Agreement on any number
of separate counterparts (including by telecopy), each of which when so executed shall be deemed to
be an original and all of which taken together shall constitute one and the same agreement.
Signature pages may be detached from multiple counterparts and attached to a single counterpart so
that all signature pages are attached to the same document. Delivery of an executed counterpart by
telecopy shall be effective as delivery of a manually executed counterpart.




34









 








          Section 7.7 Severability




          Any provision of this Agreement that 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.




          Section 7.8 Section Headings




          The Article and Section titles contained in this Agreement are, and shall be, without
substantive meaning or content of any kind whatsoever and are not part of the agreement of the
parties hereto.




          Section 7.9 Entire Agreement




          This Agreement together with the other Loan Documents and other Noteholder Documents
represents the entire agreement of the parties and supersedes all prior agreements and
understandings relating to the subject matter hereof.




          Section 7.10 Governing Law




          This Agreement and the rights and obligations of the parties hereto shall be governed by, and
construed and interpreted in accordance with, the law of the State of New York.




          Section 7.11 Additional Grantors




          If, pursuant to Section 10.10 (Additional Guaranties) of the Credit Agreements and Section
4.14 or 4.16 of the Indenture, the Company shall be required to cause any Subsidiary that is not a
Grantor to become a Grantor hereunder, such Subsidiary shall execute and deliver to the Collateral
Agent a Joinder Agreement substantially in the form of Annex 2 (Form of Joinder
Agreement) and shall thereafter for all purposes be a party hereto and have the same rights,
benefits and obligations as a Grantor party hereto on the date hereof.




          Section 7.12 Release of Collateral




          (a) At the time provided in Section 9.1(a) of the Intercreditor Agreement, the Collateral
shall be released from the Liens created hereby and this Agreement and all obligations (other than
those expressly stated to survive such termination) of the Collateral Agent and each Grantor
hereunder shall terminate, all without delivery of any instrument or performance of any act by any
party, and all rights to the Collateral shall revert to the Grantors. At the request and sole
expense of any Grantor following any such termination, the Collateral Agent shall deliver to such
Grantor any Collateral of such Grantor held by the Collateral Agent hereunder and execute and
deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such
termination.




          (b) If the Collateral Agent shall be directed or permitted pursuant to Section 9.1 or 9.2 of
the Intercreditor Agreement to release any Lien created hereby upon any Collateral (including any
Collateral sold or disposed of by any Grantor in a transaction permitted by the Credit Agreements),
such Collateral shall be released from the Lien created hereby to the




35









 




extent provided under, and
subject to the terms and conditions set forth in, Section 9.1 or 9.2 of the Intercreditor Agreement
(and, upon such release, shall no longer constitute “Collateral” under the Loan Documents and
Noteholder Documents). In connection therewith, the Collateral Agent, at the request and sole
expense of the Company, shall execute and deliver to the Company all releases or other documents,
including, without limitation, UCC termination statements, reasonably necessary or desirable for
the release of the Lien created hereby on such Collateral. At the request and sole expense of the
Company, a Grantor (and its Subsidiaries) shall be released from its obligations hereunder and the
Lien granted by such Grantor (and its Subsidiaries) on the Collateral pursuant to this Agreement
shall be released in the event that all the capital stock of such Grantor shall be sold or disposed
to the extent permitted by the Credit Agreements and the Indenture; provided, however, that the
Company shall have delivered to the Collateral Agent, at least ten Business Days (or such shorter
period reasonably acceptable to the Collateral Agent) prior to the date of the proposed release, a
written request for release identifying the relevant Grantor and the terms of the sale or other
disposition in reasonable detail, including the price thereof and any expenses in connection
therewith, together with a certification by the Company in form and substance reasonably
satisfactory to the Collateral Agent stating that such transaction is in compliance with the Credit
Agreements, the Indenture, the other Noteholder Documents and the other Loan Documents.




          Section 7.13 Reinstatement




          Each Grantor further agrees that, if any payment made by any Grantor or other Person and
applied to the Multi-Currency Payment Obligations, the Term Loan Payment Obligations or the
Noteholder Payment Obligations is at any time annulled, avoided, set aside, rescinded, invalidated,
declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the
proceeds of Collateral are required to be returned by any Secured Party to such Grantor, its
estate, trustee, receiver or any other party, including any Grantor, under any bankruptcy law,
state or federal law, common law or equitable cause, then, to the extent of such payment or
repayment, any Lien or other Collateral securing such liability shall be and remain in full force
and effect, as fully as if such payment had never been made or, if prior thereto the Lien granted
hereby or other Collateral securing such liability hereunder shall have been released or
terminated by virtue of such cancellation or surrender), such Lien or other Collateral shall
be reinstated in full force and effect, and such prior cancellation or surrender shall not
diminish, release, discharge, impair or otherwise affect any Lien or other Collateral securing the
obligations of any Grantor in respect of the amount of such payment.




[Signature Pages Follow]




36









 





          In witness whereof, each of the undersigned has caused this Amended and Restated
Pledge and Security Agreement to be duly executed and delivered as of the date first above written.




	 	 	 	 	 
	 	Revlon Consumer Products Corporation,

as Grantor

 	 
	 	By:  	/s/ Michael T. Sheehan
 	 
	 	 	Name:  	Michael T. Sheehan 	 
	 	 	Title:  	Senior Vice President, Deputy
General Counsel and Secretary 	 
	 
	 	Revlon, Inc.,

as Grantor

 	 
	 	By:  	/s/ Michael T. Sheehan
 	 
	 	 	Name:  	Michael T. Sheehan 	 
	 	 	Title:  	Senior Vice President, Deputy
General Counsel and Secretary 	 
	 
	 	Almay, Inc.,

as Grantor

 	 
	 	By:  	/s/ Michael T. Sheehan
 	 
	 	 	Name:  	Michael T. Sheehan 	 
	 	 	Title:  	Vice President and Secretary 	 
	 
	 	Charles of the Ritz Group Ltd.,

as Grantor

 	 
	 	By:  	/s/ Michael T. Sheehan
 	 
	 	 	Name:  	Michael T. Sheehan 	 
	 	 	Title:  	Vice President and Secretary 	 
	 
	 	Charles Revson Inc.,

as Grantor

 	 
	 	By:  	/s/ Michael T. Sheehan
 	 
	 	 	Name:  	Michael T. Sheehan 	 
	 	 	Title:  	Vice President and Secretary 	 
	 



[Signature Page to Second Amended and Restated Pledge and Security Agreement]





 









 





	 	 	 	 	 
	 	Cosmetics & More Inc.,

as Grantor

 	 
	 	By:  	/s/ Michael T. Sheehan
 	 
	 	 	Name:  	Michael T. Sheehan 	 
	 	 	Title:  	Vice President and Secretary 	 
	 
	 	North America Revsale Inc.,

as Grantor

 	 
	 	By:  	/s/ Michael T. Sheehan
 	 
	 	 	Name:  	Michael T. Sheehan 	 
	 	 	Title:  	Vice President and Secretary 	 
	 
	 	PPI Two Corporation,

as Grantor

 	 
	 	By:  	/s/ Michael T. Sheehan
 	 
	 	 	Name:  	Michael T. Sheehan 	 
	 	 	Title:  	Vice President and Secretary 	 
	 
	 	Revlon Consumer Corp.,

as Grantor

 	 
	 	By:  	/s/ Michael T. Sheehan
 	 
	 	 	Name:  	Michael T. Sheehan 	 
	 	 	Title:  	Vice President and Secretary 	 
	 
	 	Revlon Development Corp.,

as Grantor

 	 
	 	By:  	/s/ Michael T. Sheehan
 	 
	 	 	Name:  	Michael T. Sheehan 	 
	 	 	Title:  	Vice President and Secretary 	 
	 
	 	Revlon Government Sales, Inc.,

as Grantor

 	 
	 	By:  	/s/ Michael T. Sheehan
 	 
	 	 	Name:  	Michael T. Sheehan 	 
	 	 	Title:  	Vice President and Secretary 	 
	 
	 	Revlon International Corporation,

as Grantor

 	 
	 	By:  	/s/ Michael T. Sheehan
 	 
	 	 	Name:  	Michael T. Sheehan 	 
	 	 	Title:  	Vice President and Secretary 	 
	 



[Signature Page to Second Amended and Restated Pledge and Security Agreement]





 









 





	 	 	 	 	 
	 	Revlon Products Corp.,

as Grantor

 	 
	 	By:  	/s/ Michael T. Sheehan
 	 
	 	 	Name:  	Michael T. Sheehan 	 
	 	 	Title:  	Vice President and Secretary 	 
	 
	 	Revlon Real Estate Corporation,

as Grantor

 	 
	 	By:  	/s/ Michael T. Sheehan
 	 
	 	 	Name:  	Michael T. Sheehan 	 
	 	 	Title:  	Vice President and Secretary 	 
	 
	 	RIROS Corporation,

as Grantor

 	 
	 	By:  	/s/ Michael T. Sheehan
 	 
	 	 	Name:  	Michael T. Sheehan 	 
	 	 	Title:  	Vice President and Secretary 	 
	 
	 	RIROS Group Inc.,

as Grantor

 	 
	 	By:  	/s/ Michael T. Sheehan
 	 
	 	 	Name:  	Michael T. Sheehan 	 
	 	 	Title:  	Vice President and Secretary 	 
	 



[Signature Page to Second Amended and Restated Pledge and Security Agreement]





 









 





	 	 	 	 	 
	Accepted and Agreed

as of the date first above written:	 	 
	 
	 	 	 	 
	Citicorp USA, Inc.,

as Collateral Agent	 	 
	 
	 	 	 	 
	By:

	 	/s/ Caesar W. Wyzormirski	 	 
	 

	 	 	 	 
	 

	 	Name: Caesar W. Wyszomirski	 	 
	 

	 	Title: Director	 	 






[Signature Page to Second Amended and Restated Pledge and Security Agreement]




 









 





Annex 1

to

Second Amended and Restated Pledge and Security Agreement




Form of Pledge Amendment


This Pledge Amendment, dated as of                      ___, 20___, is delivered pursuant to
Section 4.4(a) (Pledged Collateral) of the Second Amended and Restated Pledge and Security
Agreement, dated as of November 23, 2009, by Revlon, Inc., Revlon Consumer Products Corporation
(the “Company”), the [undersigned Grantor and the other ]Subsidiaries of the Company from time to
time party thereto as Grantors in favor of Citicorp USA, Inc., as collateral agent for itself and
the other Secured Parties referred to therein (as amended, restated, supplemented, renewed or
otherwise modified from time to time, the “Pledge and Security Agreement”) and the undersigned
hereby agrees that this Pledge Amendment may be attached to the Pledge and Security Agreement and
that the Pledged Collateral listed on this Pledge Amendment shall be and become part of the
Collateral referred to in the Pledge and Security Agreement and shall secure all Secured
Obligations of the undersigned; provided that any Collateral comprised of Other Excluded Assets
shall not secure the Noteholder Secured Obligations. Capitalized terms used herein but not defined
herein are used herein with the meaning given them in the Pledge and Security Agreement.




	 	 	 	 	 
	 	[Grantor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 	 	 	 	 
	Pledged Stock
	 	 	 	 	 	 	 	 	Number
	 	 	 	 	 	 	 	 	of
	 	 	 	 	 	 	 	 	Shares,
	 	 	 	 	Certificate	 	 	 	Units or
	Issuer	 	Class 	 	No(s).	 	Par Value	 	Interests
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 
	Pledged Debt Instruments
	 
	 	 	Description of	 	Certificate	 	Final	 	Principal
	Issuer	 	Debt	 	No(s).	 	Maturity	 	Amount
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 





A1-1









 





	 	 	 	 	 
	Acknowledged and Agreed

as of the date first above written:	 	 
	 
	 	 	 	 
	Citicorp USA, Inc.,

as Collateral Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






A1-2









 





Annex 2

to

Second Amended and Restated Pledge and Security Agreement




Form of Joinder Agreement



          This Joinder Agreement, dated as of                      ___, 20___, is delivered pursuant to
Section 7.11 (Additional Grantors) of the Second Amended and Restated Pledge and Security
Agreement, dated as of November 23, 2009, by Revlon, Inc., Revlon Consumer Products Corporation
(the “Company”) and the Subsidiaries of the Company listed on the signature pages thereof in favor
of the Citicorp USA, Inc., as collateral agent for the Secured Parties referred to therein (as
amended, restated, supplemented, renewed or otherwise modified from time to time, the “Pledge and
Security Agreement”). Capitalized terms used herein but not defined herein are used with the
meanings given them in the Pledge and Security Agreement.




          By executing and delivering this Joinder Agreement, the undersigned, as provided in
Section 7.11 (Additional Grantors) of the Pledge and Security Agreement, hereby becomes a party to
the Pledge and Security Agreement as a Grantor thereunder (and expressly assumes all obligations
and liabilities of a Grantor thereunder) with the same force and effect as if originally named as a
Grantor therein and, without limiting the generality of the foregoing, hereby grants to the
Collateral Agent the following security interests:




          (a) as collateral security for the full, prompt and complete payment and performance when due
(whether at stated maturity, by acceleration or otherwise) of the Multi-Currency Secured
Obligations of the undersigned, the undersigned hereby mortgages, pledges and hypothecates to the
Collateral Agent for the benefit of the Multi-Currency Secured Parties, and grants to the
Collateral Agent for the benefit of the Multi-Currency Secured Parties a lien on and security
interest in, all of its right, title and interest in, to and under the Multi-Currency Collateral of
the undersigned;




          (b) as collateral security for the full, prompt and complete payment and performance when due
(whether at stated maturity, by acceleration or otherwise) of the Term Loan Secured Obligations of
the undersigned, the undersigned hereby mortgages, pledges and hypothecates to the Collateral
Agent for the benefit of the Term Loan Secured Parties, and grants to the Collateral Agent for the
benefit of the Term Loan Secured Parties a lien on and security interest in, all of its right,
title and interest in, to and under the Multi-Currency Collateral of the undersigned;




          (c) as collateral security for the full, prompt and complete payment and performance when due
(whether at stated maturity, by acceleration or otherwise) of the Term Loan Secured Obligations of
the undersigned, the undersigned hereby mortgages, pledges, and hypothecates to the Collateral
Agent for the benefit of the Term Loan Secured Parties, and grants to the Collateral Agent for the
benefit of the Term Loan Secured Parties a lien on and security interest in, all of its right,
title and interest in, to and under the Term Loan Collateral of the undersigned;




          (d) as collateral security for the full, prompt and complete payment and performance when due
(whether at stated maturity, by acceleration or otherwise) of the Multi-Currency Secured
Obligations of the undersigned, the undersigned hereby mortgages, pledges, hypothecates and grants
to the Collateral Agent for the benefit of the Multi-Currency Secured Parties a lien on and
security interest in, all of its right, title and interest in, to and under the Term Loan
Collateral of the undersigned;







A2-1









 








          (e) as collateral security for the full, prompt and complete payment and performance when due
(whether at stated maturity, by acceleration or otherwise) of the Noteholder Secured Obligations of
the undersigned, the undersigned hereby mortgages, pledges, and hypothecates to the Collateral
Agent for the benefit of the Noteholder Secured Parties, and grants to the Collateral Agent for the
benefit of the Noteholder Secured Parties a lien on and security interest in, all of its right,
title and interest in, to and under the Term Loan Collateral of the undersigned (other than any
Other Excluded Assets); and




          (f) as collateral security for the full, prompt and complete payment and performance when due
(whether at stated maturity, by acceleration or otherwise) of the Noteholder Secured Obligations of
the undersigned, the undersigned hereby mortgages, pledges, hypothecates and grants to the
Collateral Agent for the benefit of the Noteholder Secured Parties a lien on and security interest
in, all of its right, title and interest in, to and under the Multi-Currency Collateral of the
undersigned (other than any Other Excluded Assets).




          The information set forth in Annex 1-A hereto is hereby added to the information set forth in
Schedules 1 through 6 to the Pledge and Security Agreement. [By acknowledging and agreeing to this
Joinder Agreement, the undersigned hereby agree that this Joinder Agreement may be attached to the
Pledge and Security Agreement and that the Pledged Collateral listed on Annex 1-A to this Pledge
Amendment shall be and become part of the Collateral referred to in the Pledge and Security
Agreement and shall secure all Secured Obligations of the undersigned.]1




          The undersigned hereby represents and warrants that each of the representations and warranties
contained in Article III (Representations and Warranties) of the Pledge and Security Agreement
applicable to it is true and correct on and as the date hereof as if made on and as of such date.




          In witness whereof, the undersigned has caused this Joinder Agreement to be duly
executed and delivered as of the date first above written.




	 	 	 	 	 
	 	[Additional Grantor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	Insert to pledge Stock of the new Subsidiary
without doing a Pledge Amendment.




A2-2









 










	 	 	 	 	 
	Acknowledged and Agreed

as of the date first above written:	 	 
	 
	 	 	 	 
	[Each Grantor Pledging 

Additional Collateral]	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	Citicorp USA, Inc.,

as Collateral Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






A2-3









 





Annex 3

to

Second Amended and Restated Pledge and Security Agreement




Form of Short Form Intellectual Property Security Agreement2




          [Copyright] [Patent] [Trademark] Security Agreement, dated as of                      ___, 20___,
by each of the entities listed on the signature pages hereof (each a “Grantor” and, collectively,
the “Grantors”), in favor of Citicorp USA, Inc. (“Citicorp”), as collateral agent for the Secured
Parties (as defined in the Credit Agreements and Indenture referred to below) (in such capacity,
the “Collateral Agent”).




Witnesseth:




          Whereas, the Company, certain of its subsidiaries, the lenders (the “Multi-Currency
Lenders”) and issuing lenders (the “Issuing Lenders”) party thereto, Citicorp, as administrative
agent for the Multi-Currency Lenders and Issuing Lenders (the “Multi-Currency Administrative
Agent”), and the Collateral Agent, are parties to the Credit Agreement, dated as of July 9, 2004
(as such agreement has been or may be amended, restated, supplemented, renewed or otherwise
modified from time to time, together with any other agreements pursuant to which any such
Indebtedness or any commitments, obligations, costs, expenses, fees, reimbursements, indemnities or
other obligations payable or owing thereunder may be refinanced, restructured, renewed, extended,
increased, refunded or replaced, the “Multi-Currency Credit Agreement”);




          Whereas, the Company, the lenders (the “Term Loan Lenders”; together with the
Multi-Currency Lenders and the Issuing Lenders, the “Lenders”) party thereto, Citicorp, as
administrative agent for the Term Loan Lenders (the “Term Loan Administrative Agent”, and together
with the Multi-Currency Administrative Agent, the “Administrative Agents”), the Collateral Agent
(together with the Administrative Agents, the “Agents”), and JPMorgan Chase Bank, N.A., as
syndication agent, are parties to the Term Loan Agreement, dated as of December 20, 2006 (as such
agreement has been or may be amended, restated, supplemented, renewed or otherwise modified from
time to time, together with any other agreements pursuant to which any such Indebtedness or any
commitments, obligations, costs, expenses, fees, reimbursements, indemnities or other obligations
payable or owing thereunder may be refinanced, restructured, renewed, extended, increased, refunded
or replaced, the “Term Loan Agreement”, and together with the Multi-Currency Credit Agreement, the
“Credit Agreements”);




          Whereas, the Company, certain of its subsidiaries and Revlon, Inc., as guarantors,
and U.S. Bank National Association, as trustee (the “Noteholder Representative”), are parties to
the Indenture, dated as of November 23, 2009 (as such agreement may be amended, restated,
supplemented, renewed or otherwise modified from time to time, together with any other agreements
pursuant to which any such Indebtedness or any commitments, obligations, costs, expenses, fees,
reimbursements, indemnities or other obligations payable or owing thereunder may be refinanced,
restructured, renewed, extended, increased, refunded or replaced, the “Indenture”);




          Whereas, all the Grantors are party to a Second Amended and Restated Pledge and
Security Agreement, dated as of November 23, 2009, in favor of the Collateral Agent (as the same
may be amended, restated, supplemented or otherwise modified from time to time, the “Security
Agreement”) pursuant to which the Grantors are required to execute and deliver this
[Copyright] [Patent] [Trademark] Security Agreement;






 




			
	2	 	Separate short form agreements should be filed
relating to each Grantor’s respective copyrights, patents and trademarks.




A3-1









 










          Now, Therefore, in consideration of the premises and to induce the Lenders, the
Administrative Agents and the Collateral Agent to enter into the Credit Agreements and to induce
the Noteholder Representative to enter into the Indenture, each Grantor hereby agrees with the
Collateral Agent as follows:




          Section 2. Defined Terms




          Unless otherwise defined herein, terms defined in the Credit Agreements or in the Security
Agreement and used herein have the meaning given to them in the Credit Agreements or the Security
Agreement.




          Section 3. Grant of Security Interest in [Copyright] [Trademark] [Patent] Collateral




          Each Grantor, as collateral security for the full, prompt and complete payment and performance
when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations (as
defined in the Security Agreement) of such Grantor, hereby mortgages, pledges and hypothecates to
the Collateral Agent for the benefit of the Secured Parties (as defined in the Security Agreement),
and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and security
interest in, all of its right, title and interest in, to and under the following Collateral of such
Grantor (the “[Copyright] [Patent] [Trademark] Collateral”):




          [(a)  all of its Copyrights and Copyright Licenses to which it is a party, including, without
limitation, those referred to on Schedule I hereto;




          (b) all extensions of the foregoing; and




          (c) all Proceeds of the foregoing, including, without limitation, any claim by Grantor against
third parties for past, present, or future infringement of any Copyright or Copyright licensed
under any Copyright License.]




or




          [(a)  all of its Patents and Patent Licenses to which it is a party, including, without
limitation, those referred to on Schedule I hereto;




          (b) all reissues, continuations or continuations-in-part of the foregoing; and




          (c) all Proceeds of the foregoing, including, without limitation, any claim by Grantor against
third parties for past, present or future infringement of any Patent or any Patent licensed under
any Patent License.]




or




          [(a)  all of its Trademarks and Trademark Licenses to which it is a party, including, without
limitation, those referred to on Schedule I hereto;




          (b) all goodwill of the business connected with the use of, and symbolized by, each Trademark;
and




          (c) all Proceeds of the foregoing, including, without limitation, any claim by Grantor against
third parties for past, present, future (i) infringement or dilution of any Trademark




A3-2









 




or Trademark licensed under any Trademark License or (ii) injury to the goodwill associated
with any Trademark or any Trademark licensed under any Trademark License.]




          Section 4. Security Agreement




          The security interests granted pursuant to this [Copyright] [Patent] [Trademark] Security
Agreement is granted in conjunction with the security interest granted to the Collateral Agent
pursuant to the Security Agreement and each Grantor hereby acknowledges and affirms that the rights
and remedies of the Collateral Agent with respect to the security interest in the [Copyright]
[Patent] [Trademark] Collateral made and granted hereby are more fully set forth in the Security
Agreement, the terms and provisions of which are incorporated by reference herein as if fully set
forth herein.




[Signature Pages Follow]




A3-3









 





          In witness whereof, each Grantor has caused this [Copyright] [Patent] [Trademark]
Security Agreement to be executed and delivered by its duly authorized offer as of the date first
set forth above.




	 	 	 	 	 
	 	[Grantor],

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	Accepted and Agreed

as of the date first above written:	 	 
	 
	 	 	 	 
	Citicorp USA, Inc.,

as Collateral Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






A3-4









 





Acknowledgment of Grantor




	 	 	 	 	 	 	 
	State of

	 	 	)	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	)	 	 	ss.
	County of 

	 	 	)	 	 	 
	 

	 	 	 	 	 	 





     On this ___ day of                      ___, 20___ before
me personally appeared                                         ,
proved to me on the basis of satisfactory evidence to be the person who executed the foregoing
instrument on behalf of                     , who being by me duly sworn did depose and say that he is
an authorized officer of said corporation, that the said instrument was signed on behalf of said
corporation as authorized by its Board of Directors and that he acknowledged said instrument to be
the free act and deed of said corporation.



 





Notary Public





A3-5









 








Schedule I

to

[Copyright] [Patent] [Trademark] Security Agreement




[Copyright] [Patent] [Trademark] Registrations



	 	 	 
	[A.

	 	REGISTERED COPYRIGHTS
	 
	 	 
	 

	 	[Include Copyright Registration Number and Date]
	 
	 	 
	B.

	 	COPYRIGHT APPLICATIONS
	 
	 	 
	C.

	 	COPYRIGHT LICENSES]
	 
	 	 
	[A.

	 	REGISTERED PATENTS
	 
	 	 
	B.

	 	PATENT APPLICATIONS
	 
	 	 
	C.

	 	PATENT LICENSES]
	 
	 	 
	[A.

	 	REGISTERED TRADEMARKS
	 
	 	 
	B.

	 	TRADEMARK APPLICATIONS
	 
	 	 
	C.

	 	TRADEMARK LICENSES]






[Include complete legal description of agreement (name of agreement, parties and date)]





A3-6