exv4w15






Exhibit 4.15




     Second Amended and Restated Trademark Security Agreement, dated as of November
23, 2009 (“Trademark Security Agreement”), by each of the entities listed on the signature pages
hereof (each a “Grantor” and, collectively, the “Grantors”), in favor of Citicorp USA, Inc.
(“Citicorp”), as collateral agent for the Secured Parties (as defined in the Credit Agreements and
Indenture referred to below) (in such capacity, the “Collateral Agent”).



W i t n e s s e t h:



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



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



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



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



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



1









 





     Section 1. Defined Terms



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



     Section 2. Grant of Security Interest in Trademark Collateral



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



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



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



     (c) all Proceeds of the foregoing, including, without limitation, any claim by Grantor against
third parties for past, present, future (i) infringement or dilution of any Trademark or Trademark
licensed under any Trademark License or (ii) injury to the goodwill associated with any Trademark
or any Trademark licensed under any Trademark License.



     Section 3. Security Agreement



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



[Signature Pages Follow]



2









 





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



	 	 	 	 	 
	 	REVLON CONSUMER PRODUCTS CORPORATION,

as Grantor

 	 
	 	By:  	/s/ Michael T. Sheehan
 	 
	 	 	Name:  	Michael T. Sheehan 	 
	 	 	Title:  	Senior Vice President, Deputy


General Counsel and Secretary 	 
	 



	 	 	 	 	 
	 	Accepted and Agreed

as of the date first above written:

 	 
	 	Citicorp USA, Inc.,

as Collateral Agent

 	 
	 	By:  	/s/ Caesar W. Wyszomirski
 	 
	 	 	Name:  	Caesar W. Wyszomirski 	 
	 	 	Title:  	Director 	 
	 



 









 






Schedule I

to

Trademark Security Agreement

Trademark Registrations