exv4w17






Exhibit 4.17




Execution Version




Second Amended and Restated Intercreditor and 

Collateral Agency Agreement



     This Second Amended and Restated Intercreditor and Collateral Agency Agreement, dated
as of November 23, 2009, is entered into among Citicorp USA, Inc. (“Citicorp”),
as administrative agent for the Multi-Currency Lenders (as defined below) and Issuing Lenders (as
defined below) (in such capacity, the “Multi-Currency Administrative Agent”), Citicorp, as
administrative agent for the Term Loan Lenders (as defined below) (in such capacity, the “Term Loan
Administrative Agent”; together with the Multi-Currency Administrative Agent, the “Administrative
Agents”), U.S. Bank National Association, as trustee for the Noteholders (in such
capacity, the “Noteholder Representative”; together with the Multi-Currency Administrative Agent
and the Term Loan Administrative Agent, the “Representatives”), Citicorp, as collateral
agent for the Secured Parties (in such capacity, the “Collateral Agent”), Revlon, Inc.
(“Revlon”), Revlon Consumer Products Corporation (the “Company”) and each other Loan
Party.



W i t n e s s e t h :



     Whereas, the Company, certain of its subsidiaries, the lenders (“Multicurrency
Lenders”) and issuing lenders (the “Issuing Lenders”) party thereto, 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 “Existing Credit Agreement”);



     Whereas, the Term Loan Facility under, and as defined in, the Existing Credit
Agreement, was refinanced pursuant to the Term Loan Agreement, dated as of December 20, 2006 (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 “Term Loan Agreement”, and together with the Existing 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, the
Term Loan Administrative Agent and the Collateral Agent, and JPMorgan Chase Bank, N.A., as
syndication agent, to provide for $840,000,000 in term loans;



     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 Existing Credit Agreement and the Term Loan Agreement 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 pursuant to the Indenture
dated as of November 23, 2009 among the Company, as issuer, Revlon and certain subsidiaries of the
Company, as guarantors, and U.S. Bank National Association, as trustee (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”) in order to refinance the Existing Senior Notes;




     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 intercreditor and collateral
agency agreement, dated as of December 26, 2006 (as amended, supplemented or otherwise modified
from time to time prior to the date hereof, the “Existing Intercreditor Agreement”), entered into
by the Multi-Currency Administrative Agent, the Term Loan Administrative Agent, the Collateral
Agent, Revlon, the Company and each other Loan Party;



     Now, Therefore, in consideration of the premises and the covenants and agreements
contained herein, the parties hereto hereby agree as follows:



     Section 1. Definitions



     1.1 Definitions



     (a) Unless otherwise defined herein, terms are used herein as defined in the Existing Credit
Agreement or the Term Loan Agreement, as the context may require. In addition, as used in this
Agreement, the following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):



     “Agent” shall mean each of the Controlling Agent, the Senior Agent, the Junior Agent and the
Collateral Agent.



     “Agreement” shall mean this Second Amended and Restated Intercreditor and Collateral Agency
Agreement, as amended, restated, supplemented or otherwise modified from time to time in accordance
with the terms hereof.



     “Bankruptcy Code” shall mean title 11, United States Code.



     “Bankruptcy Law” shall mean the Bankruptcy Code, or any similar federal, state or foreign
Requirement of Law for the relief of debtors or any arrangement, reorganization, insolvency,
moratorium, assignment for the benefit of creditors, any other marshalling of the assets and
liabilities of the Company or any other Loan Party or any similar law relating to or affecting the
enforcement of creditors’ rights generally.



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



     “Collateral Agent” shall include, in addition to the Collateral Agent referred to in the
recitals hereto, any successors and assigns to the Collateral Agent permitted hereunder.



     “Collateral Documents” shall mean this Agreement, the Security Documents, the Noteholder
Security Documents, the Senior Documents, the Junior Documents and all other security agreements,
pledge agreements, mortgages, guaranties and other documents executed and/or delivered by the Loan
Parties and accepted by the Collateral Agent.



2









 





     “Controlling Agent” shall mean (a) in the case of any Multi-Currency Collateral, (i) prior to
the payment in full of all Multi-Currency Claims, the Multi-Currency Administrative Agent, (ii)
after the payment in full of all Multi-Currency Claims and prior to the payment in full of all Term
Loan Claims, the Term Loan Administrative Agent and (iii) after the payment in full of all
Multi-Currency Claims and all Term Loan Claims, the Noteholder Representative and (b) in the case
of any Term Loan Collateral, (i) prior to the payment in full of all Term Loan Claims, the Term
Loan Administrative Agent, (ii) after the payment in full of all Term Loan Claims and prior to the
payment in full of all Multi-Currency Claims, the Multi-Currency Administrative Agent and (iii)
after the payment in full of all Term Loan Claims and all Multi-Currency Claims, the Noteholder
Representative.



     “Event of Default” shall have the meaning set forth in the applicable Financing Document.



     “Existing Credit Agreement” shall have the meaning set forth in the recitals to this
Agreement.



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



     “Indenture” shall have the meaning set forth in the recitals to this Agreement.



     “Insolvency Proceeding” shall mean, collectively, (a) any voluntary or involuntary case or
proceeding under the Bankruptcy Law with respect to the Company or any other Loan Party, (b) any
other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding with respect to the
Company or any other Loan Party or with respect to any of their respective assets, (c) any
liquidation, dissolution, reorganization or winding up of the Company or any Loan Party, whether
voluntary or involuntary and whether or not involving insolvency or bankruptcy (except as permitted
by Section 11.5 (or other applicable successor provision) of either Credit Agreement and Section
5.01 (or other applicable successor provision) of the Indenture), and (d) any assignment for the
benefit of creditors or any other marshaling of assets and liabilities of the Company or any other
Loan Party.



     “Junior Agent” shall mean (a) in the case of any Multi-Currency Collateral, (i) with respect
to the Multi-Currency Administrative Agent, collectively, the Term Loan Administrative Agent and
the Noteholder Representative and (ii) with respect to the Term Loan Administrative Agent, the
Noteholder Representative and (b) in the case of any Term Loan Collateral, with respect to the Term
Loan Administrative Agent, collectively, the Multi-Currency Administrative Agent and the Noteholder
Representative.



     “Junior Claims” shall mean (a) in the case of any Multi-Currency Collateral, (i) with respect
to all Multi-Currency Claims, all Term Loan Claims and all Noteholder Claims and (ii) with respect
to all Term Loan Claims, all Noteholder Claims and (b) in the case of any Term Loan Collateral,
with respect to all Term Loan Claims, collectively, all Multi-Currency Claims and all Noteholder
Claims.



     “Junior Documents” shall mean, collectively, with respect to any Junior Claim, any provision
pertaining to such Junior Claim in any Financing Document or any other document, instrument or
certificate evidencing or delivered in connection with such Junior Claim.



3









 





     “Junior Liens” shall mean (a) in the case of any Multi-Currency Collateral, (i) with respect
to all Liens securing the Multi-Currency Claims, all Liens securing the Term Loan Claims and the
Noteholder Claims and (ii) with respect to all Liens securing the Term Loan Claims, all Liens
securing the Noteholder Claims and (b) in the case of any Term Loan Collateral, with respect to all
Liens securing the Term Loan Claims, collectively, all Liens securing the Multi-Currency Claims and
all Liens securing the Noteholder Claims.



     “Junior Secured Parties” shall mean (a) in the case of any Multi-Currency Collateral, (i) with
respect to all Multi-Currency Secured Parties, all Term Loan Secured Parties and all Noteholder
Secured Parties and (ii) with respect to all Term Loan Secured Parties, all Noteholder Secured
Parties and (b) in the case of any Term Loan Collateral, with respect to all Term Loan Secured
Parties, collectively, all Multi-Currency Secured Parties and all Noteholder Secured Parties.



     “Multi-Currency Administrative Agent” shall include, in addition to the Multi-Currency
Administrative Agent referred to in the recitals hereto, (a) any successors and assigns thereto or
any acting administrative agent, in each case, as permitted under the Existing Credit Agreement,
and (b) if there is no acting Multi-Currency Administrative Agent, the Required Lenders (as defined
in the Existing Credit Agreement).



     “Multi-Currency Claims” shall mean all Multi-Currency Secured Obligations and all extensions
of credit under any financing, or any arrangement for use of cash collateral, under any Bankruptcy
Law extended or provided to any Loan Party by the Multi-Currency Lenders.



     “Multi-Currency Collateral” shall mean, collectively, the “Multi-Currency Collateral,” as
defined in the Pledge and Security Agreement, the Charged Assets (as defined in the Multi-Currency
Debenture), any Real Property of the Loan Parties constituting Collateral (as defined in the
Existing Credit Agreement) and any other Collateral (as defined in the Existing Credit Agreement)
of the same type.



     “Multi-Currency Debenture” means that certain Multi-Currency Debenture, dated as of July 9,
2004, between the Company, Charles Revson Inc., Charles of the Ritz Group Ltd. and Revlon
International Corporation (UK Branch), as Chargors, and the Collateral Agent.



     “Multi-Currency Eligible Obligation Holder” shall mean each holder of any Multi-Currency
Eligible Obligation.



     “Multi-Currency Eligible Obligation” shall mean each Designated Eligible Obligation designated
as a “Multi-Currency Eligible Obligation” by the Company to the Agents from time to time pursuant
to Section 10.1.



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



     “Multi-Currency Secured Obligations” shall have the meaning set forth in the Pledge and
Security Agreement.



     “Multi-Currency Secured Party” shall have the meaning set forth in the Pledge and Security
Agreement.



4









 





     “Noteholder Claims” shall mean all Noteholder Secured Obligations and all extensions of credit
under any financing, or any arrangement for use of cash collateral, under any Bankruptcy Law
extended or provided to any Loan Party by the Noteholders.



     “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 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
referred to in the recitals 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” shall have the meaning set forth in the Pledge and Security
Agreement.



     “Noteholder Secured Party” shall have the meaning set forth in the Pledge and Security
Agreement.



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



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



     “Notice of Actionable Default” shall mean a written certification identified as a “Notice of
Actionable Default,” substantially in the form attached hereto as Exhibit B or such other form
reasonably satisfactory to the Collateral Agent, from any Administrative Agent or the Noteholder
Representative addressed to the Collateral Agent certifying that an Event of Default has occurred
and is continuing under the applicable Financing Documents, and that any required notice thereof
has been given and any grace periods provided for therein have expired.



     “Pari Passu Liens” shall mean, in the case of any Term Loan Collateral, all Liens securing the
Multi-Currency Claims and the Noteholder Claims.



5









 





     “pay in full,” “paid in full” or “payment in full” shall mean (a) with respect to any Secured
Claims, the payment in full in cash of the principal of, accrued (but unpaid) interest and premium,
if any, on all such Secured Claims 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
relevant Collateral Documents, in each case, after or concurrently with termination of all
Commitments (as defined in the Existing Credit Agreement) or Term Loan Commitments, as applicable,
thereunder and payment in full in cash of any other such Secured Claims 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
Claims or the Term Loan Claims, the payment in full in cash or Undesignation of all Multi-Currency
Eligible Obligations or all Term Loan Eligible Obligations, respectively) or (b) with respect to
the Noteholder Secured Claims, a legal defeasance or covenant defeasance pursuant to the Indenture
or the discharge of the Indenture in accordance with its terms.



     “Required Secured Parties” means, collectively, (a) in the case of Section 2, the Required
Lenders (as defined in the Existing Credit Agreement) and the Required Lenders (as defined in the
Term Loan Agreement) or, after the payment in full of all Multi-Currency Claims and all Term Loan
Claims, the Noteholder Representative or the Required Holders (as defined in the Noteholder
Documents) and (b) in the case of all other Sections, the Required Lenders (as defined in the
Existing Credit Agreement), the Required Lenders (as defined in the Term Loan Agreement) and the
Required Holders (as defined in the Indenture).



     “Secured Claims” shall mean, collectively, the Multi-Currency Claims, the Term Loan Claims and
the Noteholder Claims.



     “Secured Parties” shall mean, collectively, the Multi-Currency Secured Parties, the Term Loan
Secured Parties and the Noteholder Secured Parties.



     “Senior Agent” shall mean (a) in the case of any Multi-Currency Collateral, (i) with respect
to the Term Loan Administrative Agent, the Multi-Currency Administrative Agent, and (ii) with
respect to the Noteholder Representative, collectively, the Multi-Currency Administrative Agent and
the Term Loan Administrative Agent and (b) in the case of any Term Loan Collateral, with respect to
the Multi-Currency Administrative Agent and the Noteholder Representative, the Term Loan
Administrative Agent.



     “Senior Claims” shall mean (a) in the case of any Multi-Currency Collateral, (i) with respect
to all Term Loan Claims, all Multi-Currency Claims and (ii) with respect to all Noteholder Claims,
collectively, all Multi-Currency Claims and all Term Loan Claims and (b) in the case of any Term
Loan Collateral, with respect to all Multi-Currency Claims and all Noteholder Claims, all Term Loan
Claims. “Senior Claims” shall include all interest accrued or accruing (or which would, absent the
commencement of an Insolvency Proceeding, accrue) after the commencement of an Insolvency
Proceeding in accordance with and at the rate specified in the Senior Documents whether or not the
claim for such interest is allowed as a claim in such Insolvency Proceeding. To the extent any
payment with respect to the Senior Claims (whether by or on behalf of any Loan Party, as proceeds
of security, enforcement of any right of setoff or otherwise) is declared to be fraudulent or
preferential in any respect, set aside or required to be paid to a debtor in possession, trustee,
receiver or similar Person, then the obligation or part thereof originally intended to be satisfied
shall be deemed to be reinstated and outstanding as if such payment had not occurred.



6









 





     “Senior Collateral” shall mean (a) with respect to any Junior Secured Party, any Collateral on
which it has a Junior Lien and (b) with respect to any Senior Secured Party, any Collateral on
which it has a Senior Lien.



     “Senior Documents” shall mean, collectively, with respect to any Senior Claim, any provision
pertaining to such Senior Claim in any Financing Document or any other document, instrument or
certificate evidencing or delivered in connection with such Senior Claim.



     “Senior Liens” shall mean (a) in the case of any Multi-Currency Collateral, (i) with respect
to all Liens securing the Term Loan Claims, all Liens securing the Multi-Currency Claims and (ii)
with respect to all Liens securing the Noteholder Claims, collectively, all Liens securing the
Multi-Currency Claims and all Liens securing the Term Loan Claims and (b) in the case of any Term
Loan Collateral, with respect to all Liens securing the Multi Currency Claims and all Liens
securing the Noteholder Claims, all Liens securing the Term Loan Claims.



     “Senior Secured Parties” shall mean (a) in the case of any Multi-Currency Collateral, (i) with
respect to all Term Loan Secured Parties, all Multi-Currency Secured Parties and (ii) with respect
to all Noteholder Secured Parties, all Multi-Currency Secured Parties and all Term Loan Secured
Parties and (b) in the case of any Term Loan Collateral, with respect to all Multi-Currency Secured
Parties and all Noteholder Secured Parties, all Term Loan Secured Parties.



     “Term Loan Administrative Agent” shall include, in addition to the Term Loan Administrative
Agent referred to in the recitals hereto, (a) any successors and assigns thereto or any acting Term
Loan Administrative Agent, in each case, as permitted under the Term Loan Agreement, and (b) if
there is no acting Term Loan Administrative Agent, the Required Lenders (as defined in the Term
Loan Agreement).



     “Term Loan Agreement” shall have the meaning set forth in the recitals to this Agreement.



     “Term Loan Claims” shall mean all Term Loan Secured Obligations and all extensions of credit
under any financing, or any arrangement for use of cash collateral, under any Bankruptcy Law
extended or provided to any Loan Party by the Term Loan Lenders.



     “Term Loan Collateral” shall have the meaning set forth in the Pledge and Security Agreement,
the Charged Assets (as defined in the Term Loan Debenture) and any other Collateral (as defined in
the Term Loan Agreement) of the same type.



     “Term Loan Commitments” shall have the meaning set forth in the Term Loan Agreement, and shall
also mean the commitments to provide extensions of credit under any agreement that refinances,
restructures, renews, extends, increases, refunds or replaces the Term Loan Agreement.



     “Term Loan Debenture” means that certain Term Loan Debenture, dated as of December 20, 2006,
among the Company, Charles Revson Inc., Charles of the Ritz Group Ltd. and Revlon International
Corporation (UK Branch), as Chargors, and the Collateral Agent.



7









 





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



     “Term Loan Eligible Obligation” shall mean each Designated Eligible Obligation (other than a
Multi-Currency Eligible Obligation).



     “Term Loan Eligible Obligation Holder” shall mean each holder of any Term Loan Eligible
Obligation.



     “Term Loan Secured Obligations” shall have the meaning set forth in the Pledge and Security
Agreement.



     “Term Loan Secured Party” shall have the meaning set forth in the Pledge and Security
Agreement.



     “Undesignated” or “Undesignation” shall mean, at any time, with respect to any obligation
designated by the Company as a Designated Eligible Obligation hereunder, that such designation has
been revoked at or before such time in accordance with Section 10.1.



     “Uniform Commercial Code” or “UCC” shall mean the Uniform Commercial Code of the State of New
York, as amended.



     1.2 Certain Other Terms



     (a) 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.



     (b) References herein to an Annex, Schedule, Article, Section, subsection or clause, unless
specifically stated otherwise, refer to the appropriate Annex or Schedule to, or Article, Section,
subsection or clause in this Agreement.



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



     (d) Any reference in this Agreement to a Financing Document shall include all appendices,
exhibits and schedules thereto, and, unless specifically stated otherwise, all amendments,
restatements, supplements or other modifications thereto or replacements thereof, and as the same
may be in effect at any time such reference becomes operative.



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



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



8









 





     Section 2. Collateral Agent



     2.1 Appointment. Each Secured Party hereby appoints Citicorp as the Collateral Agent
hereunder and authorizes the Collateral Agent to take such action as agent on its behalf and to
exercise such powers under this Agreement and the other Collateral Documents as are delegated to
the Collateral Agent under such documents and to exercise such powers as are reasonably incidental
thereto. Without limiting the foregoing, each Secured Party hereby authorizes the Collateral Agent
to execute and deliver, and to perform its obligations under, each of the Collateral Documents to
which the Collateral Agent is a party, to exercise all rights, powers and remedies that the
Collateral Agent may have under such documents and to act as agent for the Secured Parties under
such Collateral Documents.



     2.2 Actions; Direction of Administrative Agents.



     (a) Except as set forth in Section 2.2(b), the Collateral Agent shall take, or refrain from
taking, any action as directed in writing (i) by the applicable Representative as designated in the
Existing Credit Agreement, the Term Loan Agreement or (to the extent such action is permitted by
this Agreement and the Indenture) the Indenture, as applicable, or any other Financing Document
with respect to such action, (ii) collectively by the Representatives or (iii) in the absence of
such events, with respect to any Collateral (and any provision of the Collateral Documents related
thereto), by the Controlling Agent in respect of such Collateral.



     (b) From and after the receipt of any Notice of Actionable Default and prior to the withdrawal
of all pending Notices of Actionable Default, the Collateral Agent shall take, or refrain from,
taking any action, with respect to any Collateral (and any provision of the Collateral Documents
related thereto), as directed in writing by the Controlling Agent in respect of such Collateral.
Each Representative, in the event all of the Events of Default giving rise to any Notice of
Actionable Default issued by such Representative have been cured or waived or otherwise has ceased
to exist pursuant to the applicable Financing Document, shall withdraw such Notice of Actionable
Default by written notice to the Collateral Agent.



     (c) Each Representative shall promptly send to the other Representatives a copy of any written
directions given by such Representative pursuant to this Section 2.2; provided, however, that the
failure to comply with this Section 2.2(c) shall not impair any of the rights, powers and remedies
of such Representative or the Collateral Agent under any Collateral Document.



     (d) Notwithstanding anything to the contrary provided herein or in the Collateral Documents,
the Collateral Agent shall not be obligated to take, or refrain from taking, any action (i) to the
extent the Collateral Agent has received a written advice from its counsel that such action is in
conflict with any applicable law, Collateral Document or order of any Governmental Authority or
(ii) with respect to which the Collateral Agent, in its reasonable judgment, has not received
adequate security or indemnity hereunder or under the Collateral Documents.



     (e) Nothing in this Section 2.2 shall impair the right of the Collateral Agent in its
discretion to take or omit to take any action which is deemed proper by the Collateral Agent under
the Collateral Documents and which it believes in good faith is not inconsistent with any direction
of the applicable Representative delivered pursuant to this Section 2.2; provided, however, the
Collateral Agent shall not be under any obligation to take any discretionary action



9









 




under the provisions of this Agreement or any other Collateral Document unless so directed by
the applicable Representative.




     2.3 Limitation on Duties.



     (a) The Collateral Agent shall be obliged to perform only such duties as are specifically set
forth in this Agreement or any other Collateral Document, and no implied covenants or obligations
shall be read into any Collateral Document against the Collateral Agent. The Collateral Agent
shall, upon receipt of any written direction pursuant to Section 2.2, exercise the rights and
powers vested in it by any Collateral Document with respect to such direction, and the Collateral
Agent shall not be liable with respect to any action taken or omitted in accordance with such
direction. If the Collateral Agent shall seek directions from any Representative or the Required
Secured Parties with respect to any action under any Collateral Document, the Collateral Agent
shall not be required to take, or refrain from taking, such action until it shall have received
such direction.



     (b) 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
with similar property for its own account. The powers conferred on the Collateral Agent hereunder
and under the Collateral Documents are solely to protect the Collateral Agent’s interest in the
Collateral (for itself and for the benefit of the Secured Parties) and, except as expressly set
forth herein, shall not impose any duty upon the Collateral Agent to exercise any such powers. The
Collateral Agent shall be accountable only for amounts that it actually receives as a result of the
exercise of such powers at the direction of the applicable Representative, and neither the
Collateral Agent nor any of its officers, directors, employees or agents shall be responsible to
any Secured Party or any Loan Party for any act or failure to act hereunder, except for its own
gross negligence or willful misconduct.



     2.4 Resignation and Removal.



     (a) The Collateral Agent may resign at any time by giving written notice thereof to the
Representatives and the Company. The Collateral Agent may be removed at any time by the
Multi-Currency Administrative Agent and the Term Loan Administrative Agent, acting jointly, or the
Required Secured Parties, by giving written notice thereof to the Collateral Agent and the Company.
Upon any such resignation or removal, the Multi-Currency Administrative Agent and the Term Loan
Administrative Agent, acting jointly, or the Required Secured Parties shall have the right to
appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so
appointed, and shall have accepted such appointment, within 30 days following the notice of
resignation or removal, then the retiring Collateral Agent may, on behalf of the Secured Parties,
appoint a successor Collateral Agent. In either case, such appointment shall be subject to the
prior written approval of the Company (which approval may not be unreasonably withheld or delayed
and shall not be required upon the occurrence and during the continuance of an Event of Default).



     (b) Upon the acceptance of any appointment as the Collateral Agent by a successor Collateral
Agent, such successor Collateral Agent shall succeed to, and become vested with, all the rights,
powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent
shall be discharged from its duties and obligations under this Agreement, the Credit Agreements,
the Noteholder Documents and the Collateral Documents. Promptly after any retiring Collateral
Agent’s resignation or removal hereunder as Collateral Agent, the retiring



10









 




Collateral Agent shall take such action as may be reasonably necessary to assign to the
successor Collateral Agent its rights as Collateral Agent under the Collateral Documents and to
protect and maintain the Liens held by the Collateral Agent for the benefit of the Secured Parties
(including delivery of any Collateral in its possession to the successor Collateral Agent). After
such resignation, the retiring Collateral Agent shall continue to have the benefit of Section 8 as
to any actions taken or omitted to be taken by it while it was Collateral Agent under this
Agreement, the Credit Agreements, the Noteholder Documents and the Collateral Documents.




     (c) If no Person has accepted appointment as a successor Collateral Agent within 30 days
following the notice of resignation or removal, the retiring Collateral Agent’s resignation or
removal shall nevertheless thereupon become effective, and the Multi-Currency Administrative Agent
and the Term Loan Administrative Agent, jointly, shall assume and perform all of the duties of the
retiring Collateral Agent hereunder until such time, if any, as the Multi-Currency Administrative
Agent and the Term Loan Administrative Agent, jointly, or the Required Secured Parties shall
appoint a successor Collateral Agent as provided for above.



     2.5 Debenture Collateral Agency Provisions. The provisions of Schedule 4 to the Debenture,
dated as of November 23, 2009, among the Company, Charles Revson Inc., Charles of the Ritz Group
Ltd. and Revlon International Corporation (UK Branch), as Chargors, and the Collateral Agent shall
apply mutatis mutandis to Citicorp USA Inc. as collateral agent under the Multi-Currency Debenture
and the Term Loan Debenture, respectively.



     Section 3. Priority of Liens



     3.1 Lien Subordination. Notwithstanding the date, manner or order of grant, attachment or
perfection of any Junior Lien in respect of any Collateral or of any Senior Lien in respect of any
Collateral and notwithstanding any provision of the UCC, any applicable law, any Collateral
Document, any alleged or actual defect or deficiency in any of the foregoing or any other
circumstance whatsoever, the Junior Agent, on behalf of each Junior Secured Party, in respect of
such Collateral hereby agrees that:



     (a) any Senior Lien in respect of such Collateral, regardless of how acquired, whether by
grant, statute, operation of law, subrogation or otherwise, shall be and shall remain senior and
prior to any Junior Lien in respect of such Collateral (whether or not such Senior Lien is
subordinated to any Lien securing any other obligation); and



     (b) any Junior Lien in respect of such Collateral, regardless of how acquired, whether by
grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all
respects to any Senior Lien in respect of such Collateral.



     3.2 Prohibition on Contesting Liens. In respect of any Collateral, the Junior Agent, on
behalf of each Junior Secured Party, in respect of such Collateral agrees that it shall not, and
hereby waives any right to:



     (a) contest, or support any other Person in contesting, in any proceeding (including any
Insolvency Proceeding), the priority, validity or enforceability of any Senior Lien on such
Collateral; or



     (b) demand, request, plead or otherwise assert or claim the benefit of any marshalling,
appraisal, valuation or similar right which it may have in respect of such Collateral



11









 




or the Senior Liens on such Collateral, except to the extent that such rights are expressly
granted in this Agreement.




     3.3 Pari Passu Second Liens on Term Loan Collateral.



     (a) Notwithstanding the date, manner or order of grant, attachment or perfection of any Pari
Passu Lien in respect of the Term Loan Collateral and notwithstanding any provision of the UCC, any
applicable law, any Collateral Document, any alleged or actual defect or deficiency in any of the
foregoing or any other circumstance whatsoever, the Multi-Currency Administrative Agent and the
Noteholder Representative, on behalf of the Multi-Currency Secured Parties and the Noteholder
Secured Parties, respectively, in respect of the Term Loan Collateral, hereby agree that any Pari
Passu Lien in respect of the Term Loan Collateral, regardless of how acquired, whether by grant,
statute, operation of law, subrogation or otherwise, shall be and shall remain equal in priority of
payment to each other Pari Passu Lien in respect of such Term Loan Collateral (whether or not such
Pari Passu Lien is subordinated to any Lien securing any other obligation), subject, in the case of
the Pari Passu Liens securing the Noteholder Claims, to the provisions of this Agreement giving
greater rights to the Multi-Currency Administrative Agent in its capacity as the Controlling Agent.



     (b) Each of the Multi-Currency Administrative Agent and the Noteholder Representative, on
behalf of the Multi-Currency Secured Parties and the Noteholder Secured Parties, respectively, in
respect of the Term Loan Collateral, agrees that it shall not, and hereby waives any right to: (a)
contest, or support any other Person in contesting, in any proceeding (including any Insolvency
Proceeding), the priority, validity or enforceability of any Pari Passu Lien on such Term Loan
Collateral, or (ii) demand, request, plead or otherwise assert or claim the benefit of any
marshalling, appraisal, valuation or similar right which it may have in respect of such Term Loan
Collateral or the other Pari Passu Liens on such Term Loan Collateral, except to the extent that
such rights are expressly granted in this Agreement.



     3.4 New Liens.



     (a) The parties hereto agree that, prior to the payment in full of the Secured Claims, any
Lien on any asset of any Loan Party securing any Secured Claim (and which asset is not also subject
to a Lien securing all of the Secured Claims in accordance with the priorities set forth herein)
shall immediately be released upon demand by any Agent or assigned to the Collateral Agent on
behalf of the Secured Parties, subject to the priorities set forth in Section 3.1, and, at all
times prior to such release or assignment, the Secured Party to whom such Lien was granted shall be
acting as a sub-agent of the Collateral Agent for the sole purpose of perfecting the Lien on such
asset; provided, however, that, if the Existing Credit Agreement, the Term Loan Credit Agreement or
the Indenture, as the case may be, specifically does not require the relevant Secured Claims to be
secured by a Lien on such asset, then this Section 3.4(a) shall not apply to such asset solely in
respect of such Secured Claims.



     (b) Each Loan Party hereby agrees not to grant, or to permit any of its Subsidiaries to grant,
except as expressly permitted by the Financing Documents, any Lien on any of its respective assets
securing the Senior Claims or the Junior Claims, as the case may be, to any Person other than the
Collateral Agent on behalf of the Secured Parties, subject to the priorities set forth in Section
3.1.



12









 





     3.5 Separate Liens. Each of the parties hereto acknowledges and agrees that (i) the grants of
Liens pursuant to the Collateral Documents constitute separate and distinct grants of Liens and
(ii) because of, among other things, their differing rights in the Collateral, the Junior Claims in
respect of any Collateral are fundamentally different from the Senior Claims in respect of such
Collateral, and the Junior Claims and Senior Claims in respect of any Collateral must be separately
classified in any Insolvency Proceeding. To further effectuate the intent of the parties as
provided in the immediately preceding sentence, if it is held that, in respect of any Collateral,
the Junior Claims and the Senior Claims in respect of such Collateral constitute only one secured
claim (rather than separate classes of senior and junior secured claims), then the Junior Secured
Parties hereby acknowledge and agree that all distributions shall be made as if there were separate
classes of senior and junior secured claims against the Loan Parties in respect of any Collateral
(with the effect that, to the extent that the aggregate value of the Senior Collateral is
sufficient (for this purpose ignoring all claims held by the Junior Secured Parties), the Senior
Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect
of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition
interest before any distribution is made in respect of the claims held by the Junior Secured
Parties with respect to the Senior Collateral, with the Junior Secured Parties hereby acknowledging
and agreeing to turn over to the Senior Secured Parties amounts otherwise received or receivable by
them to the extent necessary to effectuate the intent of this sentence, even if such turnover has
the effect of reducing the claim or recovery of the Junior Secured Parties).



     Section 4. Exercise of Remedies



     4.1 Remedies.



     (a) Prior to the payment in full of the Senior Claims in respect of any Collateral, whether or
not any Insolvency Proceeding has been commenced by or against any Loan Party, with respect to such
Collateral:




     (i) no Junior Secured Party shall (or direct the Collateral Agent to) (A)
exercise or seek to exercise any rights or remedies, (B) institute any action or
proceeding with respect to such rights or remedies, including any action of
foreclosure, contest, protest, (C) object to any foreclosure proceeding or action
brought by the Collateral Agent or any Senior Secured Party or any other exercise
of any rights and remedies relating to such Collateral under the Collateral
Documents or otherwise, or (D) object to the forbearance by the Senior Secured
Parties from bringing or pursuing any foreclosure proceeding or action or any other
exercise of any rights or remedies relating to such Collateral; and




     (ii) the Senior Agent or the Controlling Agent, as the case maybe, on behalf
of the Senior Secured Parties, shall have the exclusive right to (and the exclusive
right to direct the Collateral Agent to) enforce rights, exercise remedies and make
determinations regarding release, disposition (including under §363(f) of the
Bankruptcy Code) or restrictions with respect to such Collateral without any
consultation with, or the consent of, any Junior Secured Party.



     (b) In exercising rights and remedies with respect to any Collateral, the Senior Agent or the
Controlling Agent, as the case maybe, on behalf of the Senior Secured Parties, in respect of such
Collateral may enforce (and direct the Collateral Agent to enforce) the provisions of the Senior
Documents and exercise remedies thereunder, all in such order and in



13









 




such manner as they may determine in the exercise of their sole discretion. Such exercise and
enforcement shall include, without limitation, the rights of an agent appointed by them to sell or
otherwise dispose of such Collateral upon foreclosure, to incur expenses in connection with such
sale or disposition, and to exercise all the rights and remedies of a secured lender under the UCC
of any applicable jurisdiction and of a secured creditor under any Bankruptcy Law.




     (c) The Junior Agent, on behalf of each Junior Secured Party, in respect of any Collateral
agrees that, prior to the payment in full of the Senior Claims in respect of such Collateral, it
will not take or receive any such Collateral or any proceeds of such Collateral in connection with
the exercise of any right or remedy (including setoff) with respect to such Collateral. Without
limiting the generality of the foregoing, prior to the payment in full of the Senior Claims in
respect of any Collateral, the sole right of the Junior Agent and the Junior Secured Parties with
respect to such Collateral shall be the right to receive a share of the proceeds thereof pursuant
to Section 5.1.



     (d) The Junior Agent, on behalf of each Junior Secured Party, in respect of any Collateral (i)
agrees that neither it nor any Junior Secured Party will take any action that would hinder any
exercise of remedies undertaken by any Senior Secured Party in respect of such Collateral under the
Collateral Documents, including any sale, lease, exchange, transfer or other disposition of such
Collateral, whether by foreclosure or otherwise, and (ii) hereby waives any and all rights it or
any Junior Secured Party may have as a junior creditor or otherwise to object to the manner in
which any Senior Secured Party may seek to enforce or collect the Senior Claims or the Liens
granted in any of such Collateral.



     4.2 Exercise of Remedies as Unsecured Creditors. Notwithstanding anything to the contrary in
this Agreement, each Junior Secured Party may exercise its rights and remedies as an unsecured
creditor against the Loan Parties in accordance with the terms of the Junior Documents and
applicable law. In the event any Junior Secured Party in respect of any Collateral becomes a
judgment lien creditor in respect of such Collateral as a result of its enforcement of its rights
as an unsecured creditor, such judgment lien shall be subordinated to any Lien on such Collateral
securing any Senior Claim in respect of such Collateral on the same basis and to the same extent as
the other Liens on such Collateral securing the Junior Claims are subordinated to those securing
the Senior Claims under this Agreement. Nothing in this Agreement modifies any rights or remedies
which any Senior Secured Party in respect of any Collateral may have with respect to such
Collateral.



     Section 5. Application of Payments; Subrogation



     5.1 Proceeds of Collateral. From and after the receipt by the Collateral Agent of any Notice
of Actionable Default and prior to the withdrawal of all pending Notices of Actionable Default,
proceeds of any Collateral received by any Secured Parties, and all payments made by any Loan
Parties in respect of any Secured Claims, shall be applied as follows:



     (a) first, to pay interest on and then principal of any portion of the Senior Claims
in respect of such Collateral that the Senior Agent may have advanced on behalf of any Senior
Secured Party for which the Senior Agent has not then been reimbursed by such Senior Secured Party
or the Loan Parties;



     (b) second, to pay Secured Claims in respect of any expense reimbursements or
indemnities then due to the Senior Agent and the Collateral Agent;



14









 





     (c) third, to pay Secured Claims in respect of any expense reimbursements or
indemnities then due to the other Senior Secured Parties;



     (d) fourth, to pay Secured Claims in respect of any fees then due to the Senior Agent
and the Collateral Agent;



     (e) fifth, to pay Secured Claims in respect of any fees then due to the other Senior
Secured Parties;



     (f) sixth, to pay interest then due and payable in respect of all Senior Claims in
respect of such Collateral;



     (g) seventh, to pay or prepay principal payments for all Senior Claims (and, when
applicable, to provide cash collateral for letters of credit or Interest Rate Agreements
constituting Senior Claims) in respect of such Collateral;



     (h) eighth, to pay all other Senior Claims in respect of such Collateral;



     (i) ninth, to pay interest on and then principal of any portion of the Junior Claims
that any Junior Agent may have advanced on behalf of any Junior Secured Party for which such Junior
Agent has not then been reimbursed by such Junior Secured Party or the Loan Parties;



     (j) tenth, to pay Secured Claims in respect of any expense reimbursements or
indemnities then due to any Junior Agent;



     (k) eleventh, to pay Secured Claims in respect of any expense reimbursements or
indemnities then due to the other Junior Secured Parties;



     (l) twelfth, to pay Secured Claims in respect of any fees then due to any Junior
Agent;



     (m) thirteenth, to pay Secured Claims in respect of any fees then due to the other
Junior Secured Parties;



     (n) fourteenth, to pay interest then due and payable in respect of all Junior Claims
in respect of such Collateral;



     (o) fifteenth, to pay or prepay principal payments for all Junior Claims (and, when
applicable, to provide cash collateral for letters of credit or Interest Rate Agreements
constituting Junior Claims) in respect of such Collateral;



     (p) sixteenth, to pay all other Junior Claims in respect of such Collateral; and



     (q) seventeenth, as directed by the Company (subject to applicable laws);


provided, however, that, if sufficient funds are not available to fund all payments required to be
made in any of clauses first through sixteenth above, the available funds being applied to the
Secured Claims specified in any such clause (unless otherwise specified in such clause) shall be
allocated to the payment of such Secured Claims ratably, based on the proportion of each Agent’s






15









 







and each Secured Party’s interest in the aggregate outstanding Secured Claims described in such
clause; provided, further, that payments that would otherwise be allocated to the Multi-Currency
Lenders shall be allocated first to repay Swing Loans until such Loans are paid in full, second to
repay Local Loans until such Loans are paid in full and then to repay the Revolving Credit Loans.
The order of payment application set forth in clauses (a) through (p) above may be amended at any
time and from time to time by the Required Secured Parties without any notice to or consent of or
approval by any Loan Party (unless such amendment is of the type described in Section 12.3(iv)) or
any other Person (including, without limitation, any holder of Designated Eligible Obligations)
that is not a party to the Existing Credit Agreement, the Term Loan Agreement or the Indenture
(provided, that, for purposes of this clause, the Noteholders shall be deemed to be parties to the
Indenture), as the case may be; provided, however, that (i) any such amendment adversely affecting
any Agent shall also require the prior written consent of such Agent, (ii) any such amendment not
adversely affecting the Multi-Currency Lenders shall not require the consent of any Lender (as
defined in the Existing Credit Agreement), (iii) any such amendment not adversely affecting the
Term Loan Lenders shall not require the consent of any Lender (as defined in the Term Loan
Agreement) and (iv) any such amendment not adversely affecting the Noteholders shall not require
the consent or signature of the Noteholder Representative or any Noteholder (as defined in the
Indenture).




     5.2 Proceeds of Non-Collateral. From and after the receipt by the Collateral Agent of any
Notice of Actionable Default and prior to the withdrawal of all pending Notices of Actionable
Default, any payment received by any party to the Existing Credit Agreement, the Term Loan
Agreement or the Indenture, as applicable, from a Loan Party that does not constitute proceeds of
any Collateral shall be applied pursuant to Section 7.15(h) (or other applicable successor
provision) of the Existing Credit Agreement, Section 7.15(e) (or other applicable successor
provision) of the Term Loan Agreement or Section 6.10 (or other applicable successor provision) of
the Indenture, as applicable.



     5.3 Payments Over. Unless and until all Secured Claims shall have been paid in full, (a) any
payment received by any party hereto at any time in contravention of the Existing Credit Agreement,
the Term Loan Agreement, the Indenture or this Agreement and (b) from and after the receipt of any
Notice of Actionable Default and prior to the withdrawal of all pending Notices of Actionable
Default, any Collateral or proceeds thereof or any payment received by any Secured Party from
proceeds of any Collateral shall be segregated and held in trust and forthwith paid over to the
Collateral Agent for application in accordance with the Existing Credit Agreement, the Term Loan
Agreement or the Indenture, as applicable (in the case of clause (a) above), or Section 5.1 (in the
case of clause (b) above) in the same form as received, with any necessary endorsements or as a
court of competent jurisdiction may otherwise direct. The Collateral Agent is hereby authorized to
make any such endorsements as agent for any such Person. This authorization is coupled with an
interest and is irrevocable.



     5.4 Subrogation. The Junior Agent in respect of any Collateral, on behalf of each Junior
Secured Party, hereby waives any rights of subrogation it may acquire as a result of any payment
hereunder until the Senior Claims in respect of such Collateral shall have been paid in full. Upon
payment in full of such Senior Claims, the Junior Secured Parties shall be subrogated to the rights
of the Senior Secured Parties to receive payments or distributions applicable to such Senior
Claims.



16









 





     Section 6. Insolvency Proceedings



     6.1 Voting of Claims. Until the payment in full of all Senior Claims in respect of any
Collateral, the Senior Agent shall have the right, but not the obligation, to vote the claim of any
Junior Secured Party in respect of such Collateral in any Insolvency Proceeding if such Junior
Secured Party has not voted its claim on or prior to 10 days before the expiration of the time to
vote any such claim. In the event that Senior Agent exercises such right to vote, no Junior
Secured Party shall be entitled to change or withdraw such vote.



     6.2 Waivers. In the event an Insolvency Proceeding shall be commenced by or against any Loan
Party, in respect of any part of the Senior Collateral or proceeds thereof or any Senior Lien which
may exist thereon, each of the Junior Secured Parties in respect of such Collateral hereby agrees
that such Person shall not, until the payment in full of the Senior Claims in respect of such
Collateral:



     (a) seek any relief from, or modification of, the automatic stay as provided in §362 of the
Bankruptcy Code or seek or accept any form of adequate protection under either or both of §362 and
§363 of the Bankruptcy Code with respect to the Senior Collateral, except (i) replacement Liens,
which Liens at all times shall (A) also secure the Senior Claims and (B) be subordinated to the
Senior Liens in accordance with, and subject to, the terms of this Agreement, and (ii) the accrual
or the current payment of interest and out-of-pocket expenses, including fees and disbursements of
counsel and other professional advisors, incurred by the Junior Agent (which the Junior Secured
Parties agree will constitute adequate protection of their claims and interests);



     (b) oppose or object to any adequate protection sought by or granted to any Senior Secured
Parties with respect to the Senior Collateral;



     (c) oppose or object to the use of any Senior Collateral constituting cash collateral by any
Loan Party, unless the Senior Secured Parties shall have opposed or objected to such use of such
cash collateral;



     (d) oppose or object to any financing with respect to any Loan Party provided under any
Bankruptcy Law (regardless of whether any Indebtedness thereunder is senior to the Junior Claims or
secured by Liens on the Senior Collateral that are senior in priority to the Junior Liens on such
Collateral), unless (i) the Senior Agent or the Senior Secured Parties shall have opposed or
objected to such financing or (ii) any Indebtedness thereunder is secured by any Collateral on
which the Junior Secured Parties have a first-priority Lien under this Agreement and the Liens on
such Collateral securing such Indebtedness would be senior in priority to such first-priority Liens
of the Junior Secured Parties;



     (e) object to (i) the amount of the Senior Claims allowed or permitted to be asserted under
any Bankruptcy Law or (ii) the extent to which the Senior Claims are deemed secured claims,
including under §506(a) of the Bankruptcy Code;



     (f) oppose or object to any protection provided to the Senior Secured Parties, including any
form of adequate protection under §362 or §363 of the Bankruptcy Code and the payment of amounts
equal to interest and expenses allowed under §506(b) and (c) of the Bankruptcy Code to any Senior
Secured Parties; or



17









 





     (g) object to the treatment of the Senior Claims under a chapter 11 plan of reorganization
under the Bankruptcy Code or similar plan or reorganization or arrangement under any other
applicable Insolvency Proceeding, except on the grounds that the present value of all property
received by the Senior Secured Parties exceeds the amount of the claims of the Senior Secured
Parties in such Insolvency Proceeding.



     6.3 No Waiver by Senior Secured Parties. Nothing contained herein shall prohibit or in any
way limit any Senior Secured Party from, with respect to the Senior Collateral, objecting in any
Insolvency Proceeding (or otherwise) to any action taken by any Junior Secured Party, including the
seeking by such Junior Secured Party of adequate protection with respect to such Collateral or the
asserting by such Junior Secured Party of any of its rights and remedies under the Junior Documents
(or otherwise) with respect to such Collateral.



     Section 7. Representations and Warranties



     Each party hereto represents and warrants as follows:



     (a) Such party is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization and has all requisite power and authority to enter into and
perform its obligations under this Agreement.



     (b) This Agreement has been duly executed and delivered by such party and constitutes a legal,
valid and binding obligation of such party, enforceable in accordance with its terms.



     (c) The execution, delivery and performance by such party of this Agreement (i) do not require
any consent or approval of, registration or filing with or any other action by any governmental
authority and (ii) will not violate any applicable law or regulation or the charter, by-laws or
other organizational documents of such party or any order of any governmental authority or any
indenture, agreement or other instrument binding upon such party.



     Section 8. Indemnification; Expenses



     8.1 Indemnification. Each Secured Party (other than any Agent) agrees to indemnify each Agent
and each of its Affiliates, and each of their respective directors, officers, employees, agents and
advisors (to the extent not reimbursed by the Company), from and against such Secured Party’s
ratable share of any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses and disbursements (including fees, expenses and disbursements of
financial and legal advisors) of any kind or nature whatsoever that may be imposed on, incurred by,
or asserted against, such Agent or any of its Affiliates, directors, officers, employees, agents
and advisors in any way relating to or arising out of this Agreement or the other Collateral
Documents or any action taken or omitted by such Agent under this Agreement or the other Collateral
Documents; provided, however, that no Secured Party shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from such Agent’s or such Affiliate’s gross negligence or willful
misconduct.



     8.2 Expenses. Without limiting the foregoing, each Secured Party (other than any Agent)
agrees to reimburse each Agent promptly upon demand for its ratable share of any out-of-pocket
expenses (including fees, expenses and disbursements of financial and legal



18









 




advisors) incurred by such Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of its rights or responsibilities under,
this Agreement or the other Collateral Documents, to the extent that such Agent is not reimbursed
for such expenses by the Company or another Loan Party.




     Section 9. Release of Collateral



     9.1 At the request of the Company, the Collateral Agent shall, and each of the Representatives
and the Secured Parties hereby authorizes and directs the Collateral Agent (without any further
notice or consent to or of any Secured Party) to, promptly release (or, in the case of clause (b)
or (e) below, release or subordinate as required by the holders of any Lien specified thereunder)
any Lien held by the Collateral Agent for the benefit of the Secured Parties against any of the
following:



     (a) all of the Collateral, and all Loan Parties, upon receipt of (i) a written notice from
each of the Representatives that the Payment Obligations (as defined in each Credit Agreement) and
the Noteholder Payment Obligations have been paid in full (or, in the case of the Indenture, that a
legal defeasance or covenant defeasance has been effected thereunder or that the Indenture has been
discharged in accordance with its terms) and (ii) a certificate of a Responsible Officer of the
Company that (A) all Designated Eligible Obligations have been paid in full or have been
Undesignated prior to or concurrently with the delivery of such certificate and (B) all other
Secured Claims, if any, then due and payable have been paid in full; provided, however, that, if
the Collateral Agent has received a notice to the contrary from any Secured Party with respect to
its Secured Claims, such notice shall also have been withdrawn;



     (b) any part of the Collateral that is subject to a Lien permitted by Sections 11.3(a), (b),
(c), (d), (e), (o) or (p) of the Credit Agreements;



     (c) any part of the Collateral sold or disposed of by a Loan Party if such sale or disposition
is permitted by the Financing Documents (or pursuant to a valid waiver or consent to a transaction
otherwise prohibited by the Financing Documents);



     (d) any Pledged Collateral that has been cancelled, replaced or repaid in accordance with the
terms of the Financing Documents; and



     (e) any part of the Collateral, upon receipt of (i) a written instruction from the
Multi-Currency Administrative Agent and the Term Loan Administrative Agent, acting jointly, to
release or subordinate the Lien on such Collateral and (ii) a certificate of a Responsible Officer
of the Company that such release or subordination is permitted by each of the Credit Agreements and
the Indenture and that no Event of Default has occurred under the Indenture and is continuing
thereunder; provided, however, that, in the case of this clause (e), if the Collateral Agent has
received a Notice of Actionable Default from the Noteholder Representative, such notice shall also
have been withdrawn.



     9.2 At the request of the Company, the Collateral Agent shall, and each of the Noteholder
Representative and the Noteholder Secured Parties hereby authorizes and directs the Collateral
Agent (without any further notice or consent to or of any Secured Party) to, (x) promptly confirm
that it does not hold a Lien for the benefit of the Noteholder Secured Parties on any Other
Excluded Assets (as defined in the Indenture); or (y) promptly release (or, in the case



19









 




of clause (b) below, release or subordinate as required by the holders of any Lien specified
thereunder) any Lien held by the Collateral Agent for the benefit of the Noteholder Secured Parties
only (but not any Lien held by the Collateral Agent for the benefit any other Secured Parties
unless such release or subordination is permitted under Section 9.1 above) against any of the
following:




     (a) all of the Collateral, and all Loan Parties, upon receipt of a written notice from the
Noteholder Representative that the Noteholder Payment Obligations have been paid in full (or that a
legal defeasance or covenant defeasance has been effected under the Indenture or that the Indenture
has been discharged in accordance with its terms); provided, however, that, if the Collateral Agent
has received a notice to the contrary from any Noteholder Secured Party with respect to its Secured
Claims, such notice shall also have been withdrawn; or



     (b) any part of the Collateral, upon receipt of a certificate of a Responsible Officer of the
Company that such release or subordination is permitted by the Indenture and that no Event of
Default has occurred under the Indenture and is continuing thereunder; provided, however, that, in
the case of this clause (b), if the Collateral Agent has received a Notice of Actionable Default
from the Noteholder Representative, such notice shall also have been withdrawn.



     9.3 Each of the Representatives and the Secured Parties hereby authorizes and directs the
Collateral Agent to execute and deliver or file such termination and partial release statements and
take such other actions as are reasonably necessary to release (or subordinate) Liens pursuant to
this Section 9 promptly upon the effectiveness of any such release (or subordination). Each of the
Agents and the Secured Parties hereby acknowledges and agrees that the Loan Parties may use the
Collateral to the extent permitted under the Financing Documents. Each Representative hereby
agrees to give the notice referred to in Section 9.1(a)(i) when the Payment Obligations (as defined
in each Credit Agreement) and the Noteholder Payment Obligations, as applicable, have been paid in
full.



     Section 10. Designated Eligible Obligations



     10.1 Designation/Revocation. From time to time, as long as (a) no Default or Event of Default
has occurred and is continuing and (b) in the case of any Multi-Currency Designated Obligation,
after giving effect to the designation thereof and any Designated Eligible Obligations Reserve to
be established with respect thereto, the Available Multi-Currency Commitment is equal to or greater
than zero, the Company may designate any obligation of the type defined as “Designated Eligible
Obligations” in either Credit Agreement, and solely to the extent permitted therein, to be secured
by the Collateral as either Multi-Currency Eligible Obligations or Term Loan Eligible Obligations
(or change such designation without notice to or consent of any holder of such Designated Eligible
Obligations) by delivery to the Collateral Agent (with a copy to each Administrative Agent) of a
certificate of a Responsible Officer, substantially in the form attached hereto as Exhibit A or
such other form reasonably satisfactory to the Administrative Agents (the “Certificate of
Designation/Revocation”); provided, however, that a Person providing or maintaining Designated
Eligible Obligations described in clauses (iii) or (iv) of the definition thereof that is not a
Multicurrency Lender, a Term Loan Lender or an Affiliate of a Multicurrency Lender or a Term Loan
Lender shall be reasonably acceptable to the Multi-Currency Administrative Agent or the Term Loan
Administrative Agent, as applicable, as the administrative agent for the Secured Parties whose
Collateral will secure such Designated Eligible Obligations on a first-priority basis. The Company
may revoke such designation at any



20









 




time by delivering to the Collateral Agent a subsequent Certificate of Designation/Revocation
(with a copy to each Administrative Agent) and, immediately upon receipt by the Collateral Agent of
such certificate, without notice to or consent of any holder of such Designated Eligible Obligation
or any other Secured Claim, the applicable Designated Eligible Obligation shall become Undesignated
and shall no longer constitute a “Designated Eligible Obligation,” a “Secured Obligation” or a
“Secured Claim” for any purpose under any Collateral Document, whether or not any amounts or
commitments are then outstanding in respect thereof and whether or not any other Secured Claims are
being paid in full at such time. The Collateral Agent shall maintain a copy of each Certificate of
Designation/Revocation received by it and a record of designations, revocations and the names and
addresses of the representatives of the holders of the Designated Eligible Obligations stated
therein, which record shall be conclusive and binding for all purposes, absent manifest error, and
the Secured Parties may treat each Person whose name is recorded in such record as a holder of
Designated Eligible Obligations for all purposes of this Agreement until such Designated Eligible
Obligations are Undesignated. Upon request and at the expense of the Company or any Secured Party,
the Collateral Agent shall provide a copy of such record to the Company or such Secured Party.




     10.2 Rights of Eligible Obligations Holders. The benefit of the Financing Documents and of
the provisions of this Agreement relating to the Collateral shall extend to and be available in
respect of any Secured Claim arising under any Designated Eligible Obligation solely on the
condition and understanding, as among the Agents and all Secured Parties, that (a) the Designated
Eligible Obligations shall be entitled to the benefit of the Financing Documents and the Collateral
to the extent expressly set forth in this Agreement and the other Financing Documents and to such
extent the Agents shall hold, and have the right and power to act with respect to, the Guaranty and
the Collateral on behalf of and as agent for the holders of the Designated Eligible Obligations,
but the Agents are otherwise acting solely as agents for the applicable Lenders and Issuing Lenders
and shall have no fiduciary duty, duty of loyalty, duty of care, duty of disclosure or other
obligation whatsoever to any holder of Designated Eligible Obligations, (b) all matters, acts and
omissions relating in any manner to the Guaranty, the Collateral, or the omission, creation,
perfection, priority, abandonment or release of any Lien on any asset of any Loan Party, shall be
governed solely by the provisions of this Agreement and the other Financing Documents and no
separate Lien, right, power or remedy with respect to the Loan Parties or any of their assets shall
arise or exist in favor of any Secured Party under any separate instrument or agreement or in
respect of any Designated Eligible Obligation, (c) each Secured Party shall be bound by all actions
taken or omitted, in accordance with the provisions of this Agreement (including release of any or
all of the Collateral pursuant to Section 9 and any amendments or waivers of any Financing
Documents in accordance with Section 14.1 (or other applicable successor provision) of each Credit
Agreement) and the other Financing Documents, by the applicable Agent and, to the extent required
by the applicable Credit Agreement, the Required Lenders (as defined thereunder) (or such lesser
percentage of the applicable Lenders required to direct, or consent to, such action as set forth
herein or therein), each of whom shall be entitled to act at its sole discretion and exclusively in
its own interest given its own Multi-Currency Commitments or Term Loan Commitments, as the case may
be, and its own interest in the Payment Obligations (as defined in the applicable Credit Agreement)
owing to it arising under this Agreement or the other Financing Documents, without any duty or
liability to any other Secured Party or as to any Designated Eligible Obligation and without regard
to whether any Designated Eligible Obligation remains outstanding or is deprived of the benefit of
the Collateral or becomes unsecured or is otherwise affected or put in jeopardy thereby, (d) no
holder of Designated Eligible Obligations and no other Secured Party (except the Agents and the
Lenders to the extent set forth in this Agreement) shall have any right to be notified of, or to
direct, require



21









 




or be heard with respect to, any action taken or omitted in respect of the Collateral or under
this Agreement or the Financing Documents (including any release or amendment referred to above)
and (e) no holder of any Designated Eligible Obligation shall exercise any right of setoff,
banker’s lien or similar right with respect to the Collateral without the consent of the
Administrative Agents.




     Section 11. Acknowledgements and Consents



     11.1 Reliance by Senior Secured Parties. The consent by the Senior Secured Parties to the
execution and delivery of the Junior Documents and the grant of a Junior Lien on the Senior
Collateral and all loans and other extensions of credit made or deemed made on and after the date
hereof by the Senior Secured Parties to the Borrowers (as defined in the Existing Credit Agreement)
or the Company, as applicable, shall be deemed to have been given and made in reliance upon this
Agreement.



     11.2 Independent Analysis. The Junior Agent, on behalf of each Junior Secured Party (other
than the Junior Agent), acknowledges that each Junior Secured Party (other than the Junior Agent)
has, independently and without reliance on the Senior Agent or any Senior Secured Party, and based
on documents and information deemed by it appropriate, made its own credit analysis and decision to
enter into this Agreement, the Junior Documents, and the transactions contemplated hereby and
thereby and agrees that it will continue to make its own credit decision in taking or not taking
any action under the Junior Documents or this Agreement.



     11.3 No Warranties or Liability. The Junior Agent, on behalf of each Junior Secured Party
(other than the Junior Agent), acknowledges and agrees that:



     (a) no Senior Secured Party has made any express or implied representation or warranty,
including with respect to the execution, validity, legality, completeness, collectibility or
enforceability of any Senior Document;



     (b) the Senior Secured Parties will be entitled to manage and supervise their respective loans
and extensions of credit to the Borrowers (as defined in the Existing Credit Agreement) or the
Company, as applicable, as they may, in their sole discretion, deem appropriate and without regard
to any rights or interests that any Junior Secured Party may have in the Senior Collateral or
otherwise, except as otherwise provided in this Agreement or under applicable law; and



     (c) no Senior Secured Party shall have any duty to any Junior Secured Party to act or refrain
from acting in a manner which allows, or results in, the occurrence or continuance of an event of
default or default under any agreements with any Loan Party (including the Junior Documents),
regardless of any knowledge thereof which they may have or be charged with.



     11.4 No Waiver of Lien Priorities.



     (a) No right of any Senior Secured Party to enforce any provision of this Agreement shall at
any time in any way be prejudiced or impaired by any act or failure to act on the part of any Loan
Party or by any act or failure to act by any Senior Secured Party, or by any noncompliance by any
Person with the terms, provisions and covenants of this Agreement, any of



22









 




the Senior Documents or any of the Junior Documents, regardless of any knowledge thereof which
any Senior Secured Party may have or be otherwise charged with.




          (b) Without in any way limiting the generality of the foregoing clause (a) (except as set
forth in any Financing Document), each Senior Secured Party, may, at any time and from time to
time, without the consent of, or notice to, any Junior Secured Party, without incurring any
liability to any Junior Secured Party and without impairing or releasing the lien priorities and
other benefits provided in this Agreement (even if any right of subrogation or other right or
remedy of any Junior Secured Party is affected, impaired or extinguished thereby) do any one or
more of the following:




     (i) change the manner, place or terms of payment or change or extend the time of
payment of, or renew, exchange, amend, increase or alter, the terms of any Senior Claim,
any Lien in respect of any Senior Collateral, any guaranty of any Senior Claim, or any
liability of any Loan Party incurred directly or indirectly in respect of any of the
foregoing (including any increase in or extension of the Senior Claims, without any
restriction as to the amount, tenor or terms of any such increase or extension) or
otherwise amend, renew, exchange, extend, modify or supplement in any manner the Senior
Claims, any Liens held by the Senior Agent, the Senior Secured Parties, or any of the
Senior Documents;




     (ii) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with
in any manner and in any order any part of the Senior Collateral or any liability of any
Loan Party to the Senior Agent or any Senior Secured Party, or any liability incurred
directly or indirectly in respect thereof;




     (iii) settle or compromise any Senior Claim or any other liability of any Loan Party
or any security therefor or any liability incurred directly or indirectly in respect
thereof and apply any sums by whomsoever paid and however realized to any liability
(including the Senior Claims) in any manner or order; and




     (iv) exercise or delay in or refrain from exercising any right or remedy against any
security or any Loan Party or any other Person, elect any remedy and otherwise deal freely
with the Loan Parties, the Senior Collateral and any security, any guarantor or any
liability of any Loan Party to any Senior Secured Party, or any liability incurred directly
or indirectly, in respect of the foregoing.



          (c) The Junior Agent, on behalf of each Junior Secured Party, also agrees that no Senior
Secured Party shall have any duty or liability to any Junior Secured Party, and the Junior Agent,
on behalf of each Junior Secured Party, hereby waives all claims against each Senior Secured Party
arising out of any and all actions which any Senior Secured Party may take or permit or omit to
take with respect to: (i) the Senior Documents, (ii) the collection of the Senior Claims, (iii) the
foreclosure upon, or sale, liquidation or other disposition of, the Senior Collateral, (iv) the
release of any Lien in respect of any Senior Collateral, or (v) the maintenance or preservation of
the Senior Collateral, the Senior Claims or otherwise.



          (d) The Junior Agent, on behalf of each Junior Secured Party, in respect of any Collateral
agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to
demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling,
appraisal, valuation or other similar right that may otherwise be available under



23









 




applicable law or any other similar rights a junior secured creditor may have under applicable
law in respect of such Collateral.




     11.5 Obligations Unconditional. All rights, interests, agreements and obligations hereunder
of the Senior Agent and the Senior Secured Parties in respect of any Collateral and the Junior
Agent and the Junior Secured Parties in respect of such Collateral shall remain in full force and
effect regardless of:



     (a) any lack of validity or enforceability of any Senior Document or any Junior Document and
regardless of whether the Liens of the Senior Agent and Senior Secured Parties are not perfected or
are voidable for any reason;



     (b) any change in the time, manner or place of payment of, or in any other terms of, all or
any of the Senior Claims or Junior Claims, or any amendment or waiver or other modification,
including any increase in the amount thereof, whether by course of conduct or otherwise, of the
terms of any Senior Document or any Junior Document;



     (c) any exchange, release or lack of perfection of any Lien on any Collateral or any other
asset, or any amendment, waiver or other modification, whether in writing or by course of conduct
or otherwise, of all or any of the Senior Claims or Junior Claims or any guarantee thereof;



     (d) the commencement of any Insolvency Proceeding in respect of any Loan Party; or



     (e) any other circumstances which otherwise might constitute a defense available to, or a
discharge of, any Loan Party in respect of any Secured Claim or of any Junior Secured Party in
respect of this Agreement.



     11.6 Attorney-in-Fact. The Junior Agent, on behalf of each Junior Secured Party, in respect
of any Collateral hereby irrevocably constitutes and appoints the Senior Agent or the Controlling
Agent, as the case may be, in respect of such Collateral and any officer or agent (including the
Collateral Agent) of such Senior Agent or Controlling Agent, 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 the Junior Agent or such holder or in such Senior Agent’s or Controlling Agent’s own name,
from time to time in such Senior Agent’s or Controlling Agent’s discretion, for the purpose of
carrying out the terms of this Agreement, to take any and all appropriate action and to execute any
and all documents and instruments which may be necessary or desirable to accomplish the purposes of
this Agreement, including any financing statements, endorsements or other instruments or transfer
or release. Notwithstanding the grant of the foregoing power of attorney, nothing in this Section
11.6 is intended to in any way relieve any Loan Party of its obligations to comply with
requirements of law or applicable obligations with respect to the release of Collateral under any
Collateral Document.



     11.7 Consent of Loan Parties. Each Loan Party hereby consents to the provisions of this
Agreement and the intercreditor arrangements provided for herein and agrees that the obligations of
the Loan Parties under any Senior Document, Junior Document, Financing Document or other Collateral
Document shall not in any way be diminished or otherwise affected by such provisions or
arrangements. All references to any Loan Party shall include reference to such Loan Party as a
debtor and debtor in possession and any receiver or trustee for such Loan



24









 




Party in any Insolvency Proceeding. Each Loan Party hereby agrees that, if, pursuant to
Section 10.10 (Additional Guaranties) (or other applicable successor provision) of the Existing
Credit Agreement or the Term Loan Agreement or Section 4.14 of the Indenture, as applicable, the
Company shall be required to cause any Subsidiary that is not a Loan Party to become a Loan Party,
or if for any reason the Company desires any such Subsidiary to become a Loan Party, such
Subsidiary shall execute and deliver to the Collateral Agent an Intercreditor Supplement in
substantially the form of Exhibit C (Intercreditor Supplement) attached hereto and shall thereafter
for all purposes be a party hereto and have the same rights, benefits and obligations as a Loan
Party party hereto on the Closing Date.




     Section 12. Miscellaneous



     12.1 Conflicts. Except as expressly provided herein, in the event of any conflict between the
provisions of this Agreement and the provisions of the Collateral Documents, the provisions of this
Agreement shall govern.



     12.2 Continuing Nature. This Agreement shall continue to be effective until the payment in
full of all Secured Claims. This is a continuing agreement of lien subordination and the Senior
Secured Parties may continue, at any time and without notice to any Junior Secured Party, to extend
credit and other financial accommodations and lend monies constituting Senior Claims on the faith
hereof. The terms of this Agreement shall survive, and shall continue in full force and effect, in
any Insolvency Proceeding.



     12.3 Amendments; Waivers. Except as set forth in Section 5.1, no amendment, modification or
waiver of any provision of this Agreement shall be deemed to be made unless the same (a) shall be
in writing signed by each Agent and (b) shall have been approved by the Required Secured Parties
(other than any amendments or modifications requested by any successor Collateral Agent not
adversely affecting the Secured Parties) pursuant to Section 14.1 of each Credit Agreement and
Article 9 of the Indenture; provided, however, that, in the case of clauses (a) and (b) above, any
such amendment, modification or waiver shall not require the approval, consent or signature of the
Noteholder Representative or any other Noteholder if the Company shall have delivered to each Agent
a certificate of a Responsible Officer of the Company that such amendment, modification or waiver
does not adversely affect the Noteholders or is otherwise permitted by the Indenture without any
such approval, consent or signature. Notwithstanding anything to the contrary, the consent of any
Loan Party shall not be required for amendments, modifications or waivers of the provisions of this
Agreement, except that the Company’s consent shall be required for those that (i) affect any
obligation or right of any Loan Party hereunder or that would impose any additional obligations on
any Loan Party (including such changes under Section 10 or this Section 12.3), (ii) change the
ability of any Collateral Agent to release Collateral pursuant to Section 9, (iii) change the
rights of the Loan Parties to make payments in respect of any Secured Claims (except with respect
to proceeds of Collateral while a Notice of Actionable Default is pending) or (iv) adversely affect
the rights of the holders of Multi-Currency Eligible Obligations in relation to those of the
Multi-Currency Lenders or the rights of the holders of Term Loan Eligible Obligations in relation
to those of the Term Loan Lenders. In the case of a waiver of any provision of this Agreement,
such waiver shall be effective only with respect to the specific instance involved and shall in no
way impair the rights of the parties making such waiver or the obligations of the other parties in
any other respect or at any other time. The Representatives shall notify the Company of any
amendment, modification or waiver effected hereunder; provided, however, that the failure of any
Representative to deliver such notice shall not render any such amendment, modification or



25









 




waiver ineffective. Notwithstanding anything to the contrary herein, the consent of any
holder of any Designated Eligible Obligation shall not be required for amendments, modifications or
waivers of the provisions of this Agreement to which the Company has consented, whether or not such
amendments, modifications or waivers adversely affect the rights of such holder. In the event that
the Senior Agent, the Controlling Agent or the requisite Senior Secured Parties and the relevant
Loan Parties enter into any amendment, modification, waiver or consent in respect of any of the
Security Documents (other than this Agreement), then, so long as such amendment, modification,
waiver or consent does not contravene any provision of this Agreement, such amendment,
modification, waiver or consent shall apply automatically to the corresponding provisions of the
comparable Junior Document, in each case, without requiring the consent or any other action of any
Junior Secured Party, the Junior Agent or any Loan Party. No Junior Document may be amended,
supplemented or otherwise modified, and no new Junior Document may be entered into, in each case,
if the effect of any such amendment, supplement, modification or new Junior Document is prohibited
pursuant to this Agreement.




     12.4 Consent to Jurisdiction; Waiver of Trial by Jury.



     (a) Any legal action or proceeding with respect to this Agreement or any other Collateral
Document may be brought in the courts of the State of New York located in the City of New York or
of the United States of America for the Southern District of New York, and, by execution and
delivery of this Agreement, each party hereto hereby accepts for itself and in respect of its
property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties
hereto hereby irrevocably waive any objection, including any objection to the laying of venue or
based on the grounds of forum non conveniens, that any of them may now or hereafter have to the
bringing of any such action or proceeding in such respective jurisdictions.



     (b) Each party hereto hereby irrevocably consents to the service of any and all legal process,
summons, notices and documents in any suit, action or proceeding brought in the United States of
America arising out of or in connection with this Agreement or any other Financing Document by the
mailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process
to such party at its address specified in Section 12.5 (Notices). Each party hereto agrees that a
final judgment in any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.



     (c) Nothing contained in this Section 12.4 shall affect the right of any Agent or any Secured
Party to serve process in any other manner permitted by law or commence legal proceedings or
otherwise proceed against the Company or any other Loan Party in any other jurisdiction.



     (d) EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING
WITH RESPECT TO THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT.



     (e) The obligations of each Loan Party in respect of any Secured Obligation (as defined in the
Pledge and Security Agreement) due to any party hereto in Dollars (including, without limitation,
by virtue of any conversion of a Local Loan or Acceptance from a Denomination Currency into Dollars
pursuant to the provisions of Section 6.4 of the Existing Credit Agreement) or any holder of any
bond which is denominated in Dollars, shall, notwithstanding any judgment in a currency (the
“judgment currency”) other than Dollars, be



26









 




discharged only to the extent that on the Business Day following receipt by such party or such
holder (as the case may be) of any sum adjudged to be so due in the judgment currency such party or
such holder (as the case may be) may in accordance with normal banking procedures purchase Dollars
with the judgment currency; if the amount of Dollars so purchased is less than the sum originally
due to such party or such holder (as the case may be) in Dollars, such Loan Party agrees, as a
separate obligation and notwithstanding any such judgment, to indemnify such party or such holder
(as the case may be) against such loss, and if the amount of Dollars so purchased exceeds the sum
originally due to any party to this Agreement or any holder of Notes (as the case may be), such
party or such holder (as the case may be), agrees to remit to such Loan Party, such excess.




     12.5 Notices. Any notice or other communication herein required or permitted to be given to
(a) any party hereto that is also a party to the Existing Credit Agreement or the Term Loan
Agreement shall be made in accordance with Section 14.2 (or other applicable successor provision)
of such Credit Agreement, (b) any party hereto that is also a party to the Indenture shall be made
in accordance with Section 13.02 (or other applicable successor provision) of the Indenture and (b)
any holder of Designated Eligible Obligation at the address specified in the Certificate of
Designation/Revocation or such other address as shall be notified in writing to the Representatives
and the Collateral Agent.



     12.6 Governing Law. This Agreement has been delivered and accepted at and shall be deemed to
have been made at New York, New York and shall be interpreted, and the rights and liabilities of
the parties bound hereby determined, in accordance with the laws of the State of New York.



     12.7 Specific Performance. Each of the Agents and the Secured Parties may demand specific
performance of this Agreement. The Senior Agent, on behalf of each Senior Secured Party, and the
Junior Agent, on behalf of each Junior Secured Party, hereby irrevocably waive any defense based on
the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of
specific performance in any action which may be brought by any Agent or Secured Party.



     12.8 Section Titles. The section titles contained in this Agreement are and shall be without
substantive meaning or content of any kind whatsoever and are not a part of this Agreement.



     12.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which
shall be an original and all of which shall together constitute one and the same document.
Signature pages may be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are attached to the same document.



     12.10 No Third Party Beneficiaries. This Agreement shall be binding upon, and the rights and
benefits hereof shall inure to the benefit of, the Secured Parties and each of their respective
permitted successors and assigns and, to the extent applicable, the Loan Parties and their
respective permitted successors and assigns. No other Person shall have or be entitled to assert
rights or benefits hereunder. Each Loan Party shall cause each of its Subsidiaries, to the extent
applicable, to comply with the terms of this Agreement.



     12.11 Further Assurances. Each of the Loan Parties and the Junior Agent, on behalf of each
Junior Secured Party, agrees that each such Person shall, at the Loan Parties’



27









 




expense, take such further action and execute and deliver to the Agents and the Senior Agent,
on behalf of each Senior Secured Party, such additional documents and instruments (in recordable
form, if requested), in each case, as the Senior Agent, the Controlling Agent or the Collateral
Agent may reasonably request to effectuate the terms of this Agreement.




[Signature Pages Follow]




28









 





     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.



	 	 	 	 	 
	 	Revlon Consumer Products Corporation

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

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

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

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

 	 
	 	By:  	/s/ Michael T. Sheehan
 	 
	 	 	Name:  	Michael T. Sheehan 	 
	 	 	Title:  	Vice President and Secretary 	 
	 
	 	Cosmetics & More Inc.

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



[Signature Page To Second Amended And Restated Intercreditor Agreement]



 









 





	 	 	 	 	 
	 	North America Revsale Inc.

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

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

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

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

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

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

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



[Signature Page to Second Amended and Restated Intercreditor Agreement]



 









 





	 	 	 	 	 
	 	Revlon Real Estate Corporation

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

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

 	 
	 	By:  	/s/ Michael T. Sheehan
 	 
	 	 	Name:  	Michael T. Sheehan 	 
	 	 	Title:  	Vice President and Secretary 	 
	 
	 	Revlon International Corporation (UK
Branch)

 	 
	 	By:  	/s/ Michael T. Sheehan
 	 
	 	 	Name:  	Michael T. Sheehan 	 
	 	 	Title:  	Vice President and Secretary 	 
	 
	 	Revlon Australia Pty Limited

 	 
	 	By:  	/s/ Michael T. Sheehan
 	 
	 	 	Name:  	Michael T. Sheehan 	 
	 	 	Title:  	Attorney in Fact 	 
	 
	 	Europeénne de Produits de Beauté, S.A.S.

 	 
	 	By:  	/s/ Michael T. Sheehan
 	 
	 	 	Name:  	Michael T. Sheehan 	 
	 	 	Title:  	Attorney in Fact 	 
	 
	 	Revlon S.p.A.

 	 
	 	By:  	/s/ Michael T. Sheehan
 	 
	 	 	Name:  	Michael T. Sheehan 	 
	 	 	Title:  	Director 	 
	 



[Signature Page to Second Amended and Restated Intercreditor Agreement]



 









 





	 	 	 	 	 	 	 	 	 	 	 	 
	SIGNED, SEALED and DELIVERED

	 	)	 	 	 	 	 	 	 	 	 
	by           ,

	 	 	 	 	 	)	 	 	 	 	/s/ Michael T. Sheehan
	the lawful attorney of

	 	 	 	 	 	)	 	 	L. S.	 	 
	REVLON (HONG KONG) LIMITED,

	 	)	 	 	 	 	 	 	 	 	Director and Vice President
	a Local Borrowing Subsidiary

	 	)	 	 	 	 	 	 	 	 	 
	in the presence of :

	 	 	 	 	 	)	 	 	 	 	 






	 	 	 	 	 
	Witness’s signature

	 	/s/ Tanyika E. Hamilton
	 	 
	 

	 	 	 	 
	Witness’s name

	 	Tanyika E. Hamilton	 	 
	Occupation

	 	Executive Assistant	 	 






[Signature Page to Second Amended and Restated Intercreditor Agreement]



 









 





	 	 	 	 	 
	 	CITICORP USA, INC., as Term Loan Administrative
Agent

 	 
	 	By:  	/s/ Caesar W. Wyszomirski
 	 
	 	 	Name:  	Caesar W. Wyszomirski 	 
	 	 	Title:  	Director 	 
	 
	 	CITICORP USA, INC., as Multi-Currency

Administrative Agent

 	 
	 	By:  	/s/ Caesar W. Wyszomirski
 	 
	 	 	Name:  	Caesar W. Wyszomirski 	 
	 	 	Title:  	Director 	 
	 
	 	CITICORP USA, INC., as Collateral Agent

 	 
	 	By:  	/s/ Caesar W. Wyszomirski
 	 
	 	 	Name:  	Caesar W. Wyszomirski 	 
	 	 	Title:  	Director 	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Noteholder

Representative

 	 
	 	By:  	/s/ Richard Prokosch
 	 
	 	 	Name:  	Richard Prokosch 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Second Amended and Restated Intercreditor Agreement]



 









 





Exhibit A




Form of 

Certificate of Designation/Revocation



Revlon Consumer Products Corporation

Certificate of Designation



                                                             , 20       
             



Citicorp USA, Inc.,

as Collateral Agent

388 Greenwich Street

New York, NY 10013





     Pursuant to the provisions of the Second Amended and Restated Intercreditor and Collateral
Agency Agreement, dated as of November 23, 2009, by and among Citicorp USA, Inc.
(“Citicorp”), as administrative agent for the Multi-Currency Lenders and Issuing Lenders,
Citicorp, as administrative agent for the Term Loan Lenders, U.S. Bank National
Association, as trustee for the Noteholders, Citicorp, as collateral agent for the
Secured Parties, Revlon, Inc. (“Revlon”), Revlon Consumer Products Corporation
(the “Company”), and each other Loan Party (as the same may be further amended, restated,
supplemented or otherwise modified from time to time, the “Intercreditor Agreement”; capitalized
terms used herein and not otherwise defined herein are used herein as defined in the Intercreditor
Agreement), the undersigned, a Responsible Officer of the Company, hereby certifies and represents
and warrants on behalf of the Loan Parties as follows:




	 	1.	 	The below referenced agreement is hereby designated as a Designated Eligible
Obligation:





	 	 	 	 	 
	 	 	Principal/	 	 
	Agreement	 	Notional Amount	 	Maturity Date
	                    
	 	                    
	 	                    
	 	 	 	 	 
	                    
	 	                    
	 	                    







	 	2.	 	The above referenced agreement is hereby designated to be:






	 	o	 	Term Loan Eligible Obligations
	 
	 	o	 	Multi-Currency Eligible Obligations






	 	3.	 	Copies of each of the Intercreditor Agreement and the Pledge and Security Agreement
have been delivered to the holders of the Designated Eligible Obligations designated
herein, or their representative, prior to the date hereof or concurrently herewith.




 









 






	 	4.	 	In the case of any designation of Multi-Currency Eligible Obligations hereunder, after
giving effect to such designation and any Designated Eligible Obligations Reserve to be
established with respect thereto (of which the Multi-Currency Administrative Agent has
notified the Company, at its request, prior to or concurrently herewith), the Available
Multi-Currency Commitment will be equal to $                     (greater than or equal to zero).
	 
	 	5.	 	As of the date hereof, no Default or Event of Default has occurred and is continuing.





     In witness whereof, the undersigned has caused this Certificate of Designation to be
duly executed and delivered as of                                                              , 20            
        .



	 	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






Revlon Consumer Products Corporation

Certificate of Revocation



     The Company hereby revokes the designation of the above referenced Designated Eligible
Obligation.



     In witness whereof, the undersigned, a Responsible Officer of the Company, has caused
this Certificate of Revocation to be duly executed and delivered as of ___ ___, 20___.



	 	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






2









 






Exhibit B



Form of 

Notice of Actionable Default



                                                             , 20      
              



Citicorp USA, Inc.,

as Collateral Agent

388 Greenwich Street

New York, NY 10013




     Pursuant to the provisions of the Second Amended and Restated Intercreditor and Collateral
Agency Agreement, dated as of November 23, 2009, by and among Citicorp USA, Inc.
(“Citicorp”), as administrative agent for the Multi-Currency Lenders and Issuing Lenders,
Citicorp, as administrative agent for the Term Loan Lenders, U.S. Bank National
Association, as trustee for the Noteholders, Citicorp, as collateral agent for the
Secured Parties, Revlon, Inc. (“Revlon”), Revlon Consumer Products Corporation
(the “Company”), and each other Loan Party (as the same may be further amended, restated,
supplemented or otherwise modified from time to time, the “Intercreditor Agreement”; capitalized
terms used herein and not otherwise defined herein are used herein as defined in the Intercreditor
Agreement), the undersigned, a Responsible Officer of the [[Multi-Currency] [Term Loan]
Administrative Agent][Noteholder Representative], hereby certifies that an Event of Default has
occurred and is continuing under the [Credit Agreement] [Indenture]and that any required notice
thereof has been given and any grace periods provided for therein have expired.



	 	 	 	 	 
	 	 	[Citicorp USA, Inc.,
	 	 	as [Multi-Currency] [Term Loan] 

Administrative Agent]
	 
	 	 	 	 
	 	 	[U.S. Bank National Association,
	 	 	as Noteholder Representative]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






	 	 	 	 	 
	Accepted and Agreed	 	 
	as of the date first above written:	 	 
	 
	 	 	 	 
	Citicorp USA, Inc.,	 	 
	as Collateral Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 










3









 








Exhibit C



Form of Intercreditor Supplement



     The undersigned hereby agrees to be bound as a Loan Party for purposes of the Second
Amended and Restated Intercreditor and Collateral Agency Agreement, dated as of November 23,
2009 (the “Intercreditor Agreement”), by and among Citicorp USA, Inc. (“Citicorp”), as
administrative agent for the Multi-Currency Lenders and Issuing Lenders, Citicorp, as
administrative agent for the Term Loan Lenders, U.S. Bank National Association, as trustee
for the Noteholders, Citicorp, as collateral agent for the Secured Parties, Revlon,
Inc. (“Revlon”), Revlon Consumer Products Corporation (the “Company”), and each other
Loan Party, and the undersigned hereby acknowledges receipt of a copy of the Intercreditor
Agreement. The undersigned hereby represents and warrants that each of the representations and
warranties contained in Section 7 (Representations and Warranties) of the Intercreditor Agreement
applicable to it is true and correct on and as the date hereof as if made on and as of such date.
Capitalized terms used herein but not defined herein are used with the meanings given them in the
Intercreditor Agreement.



     In witness whereof, the undersigned has caused this Intercreditor Supplement to be
duly executed and delivered as of                                         ,                     .




	 	 	 	 	 
	 	 	[Name of Subsidiary Guarantor]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






	 	 	 	 	 
	Accepted and Agreed	 	 
	as of the date first above written:	 	 
	 
	 	 	 	 
	Citicorp USA, Inc.,	 	 
	as Collateral Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 







4