exv4w21





Exhibit 4.21


This Term Loan Guaranty is subject to the terms and provisions of the Amended and
Restated Intercreditor and Collateral Agency Agreement, dated as of December 20, 2006 (as such
agreement may be amended, amended and restated, supplemented or otherwise modified from time, the
“Intercreditor Agreement”), among Citicorp USA, Inc., as administrative agent for the
Multi-Currency Lenders and Issuing Lenders, Citicorp USA, Inc., as administrative agent for the
Lenders, Citicorp USA, Inc., as collateral agent for the Secured Parties, Revlon, Inc., Revlon
Consumer Products Corporation and each other Guarantor.


Term Loan Guaranty


     Term Loan Guaranty (this “Guaranty”), dated as of December 20, 2006, by Revlon, Inc.
(the “Parent”), Revlon Consumer Products Corporation (the “Company”) and each of the other entities
listed on the signature pages hereof or that becomes a party hereto pursuant to Section 23
(Additional Guarantors) hereof (each a “Subsidiary Guarantor” and, together with the Parent and the
Company, collectively, the “Guarantors” and individually a “Guarantor”), in favor of Citicorp USA,
Inc. (“Citicorp”), as the collateral agent for the Secured Parties (the “Collateral Agent”, and
together with the other Secured Parties each a “Guarantied Party” and, collectively, the
“Guarantied Parties”).


W i t n e s s e t h:


     Whereas, pursuant to the Term Loan Agreement dated as of December 20, 2006 (together
with all appendices, exhibits and schedules thereto and as the same may be amended, restated,
supplemented or otherwise modified from time to time, the “Term Loan Agreement”; capitalized terms
defined therein and used herein having the meanings given to them in the Term Loan Agreement) among
the Company, the Lenders party thereto, Citicorp, as administrative agent for the Lenders, and the
Collateral Agent, the Lenders have severally agreed to make extensions of credit to the Company
upon the terms and subject to the conditions set forth therein;



     Whereas, the Parent is the sole shareholder of the Company and each Subsidiary
Guarantor is a direct or indirect Subsidiary of the Company;



     Whereas, each Guarantor will receive substantial direct and indirect benefits from
the making of the Loans and the granting of the other financial accommodations to the Company under
the Term Loan Agreement; and



     Whereas, a condition precedent to the obligation of the Lenders to make their
respective extensions of credit to the Company under the Term Loan Agreement is that the Guarantors
shall have executed and delivered this Guaranty for the benefit of the Guarantied Parties;



     Now, Therefore, in consideration of the premises set forth above, the terms and
conditions contained herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:



     Section 1 Guaranty



     (a) To induce the Lenders to make the Loans:



 








 





          (i) Each Guarantor, other than the Company, hereby absolutely, unconditionally and irrevocably
guarantees, as primary obligor and not merely as surety, the full and punctual payment when due,
whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise
in accordance herewith or any other Loan Document, of all the (x) Payment Obligations and (y)
Designated Eligible Obligations, in each case, whether or not from time to time reduced or
extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may
become barred by any statute of limitations, whether or not enforceable as against the Obligor (as
defined below), whether now or hereafter existing, and whether due or to become due, including
principal, interest (including interest at the contract rate applicable upon default accrued or
accruing after the commencement of any proceeding under the Bankruptcy Code, whether or not such
interest is an allowed claim in such proceeding), fees and costs of collection. This Guaranty
constitutes a guaranty of payment and not of collection.




          (ii) The Company, as a Guarantor, hereby absolutely, unconditionally and irrevocably
guarantees, as primary obligor and not merely as surety, the full and punctual payment when due,
whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise
in accordance herewith or any other Loan Document, of all the Designated Eligible Obligations,
whether or not from time to time reduced or extinguished or hereafter increased or incurred,
whether or not recovery may be or hereafter may become barred by any statute of limitations,
whether or not enforceable as against the Obligor (as defined below), whether now or hereafter
existing, and whether due or to become due, including principal, interest (including interest at
the contract rate applicable upon default accrued or accruing after the commencement of any
proceeding under the Bankruptcy Code, whether or not such interest is an allowed claim in such
proceeding), fees and costs of collection. This Guaranty constitutes a guaranty of payment and not
of collection.




     For purposes of this Guaranty, (a) the term “Obligations” shall mean (i) in the case of the
Company, the Designated Eligible Obligations and (ii) in the case of each other Guarantor, the
Payment Obligations and the Designated Eligible Obligations (other than any Designated Eligible
Obligations of such Guarantor), and (b) the term “Obligor” shall mean (i) in the case of Payment
Obligations, the Company and (ii) in the case of any Designated Eligible Obligations, the Company
or any Subsidiary of the Company that is obligated thereunder. “Pay in full,” “paid in full” or
“payment in full” shall mean, with respect to the Obligations, the payment in full in cash of the
principal of, accrued (but unpaid) interest and premium, if any, on all such Obligations after or
concurrently with termination of all Term Loan Commitments thereunder and payment in full in cash
of any other Obligations that are due and payable at or prior to the time such principal and
interest are paid.



     (b) Each Guarantor further agrees that, if (i) any payment made by any Obligor that is applied
to the Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to
be fraudulent or preferential or otherwise required to be refunded or repaid, or (ii) the proceeds
of Collateral that are applied to the Obligations are required to be returned by any Guarantied
Party to such Obligor, its estate, trustee, receiver or any other party, including any Guarantor,
under any bankruptcy law, equitable cause or any other Requirement of Law, then, to the extent of
such amount required to be refunded, repaid or returned, any such Guarantor’s liability hereunder
(and any Lien or other Collateral securing such liability) shall be and remain in full force and
effect, as fully as if such payment or proceeds had never been made or received. If, prior to any
of the foregoing, this Guaranty shall have been cancelled or surrendered (and if any Lien or other
Collateral securing such Guarantor’s liability hereunder shall have been released or terminated by
virtue of such cancellation or surrender), this Guaranty (and such Lien or other Collateral) shall
be reinstated in full force and effect, and such prior



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cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect
the obligations of any such Guarantor in respect of the amount of such payment (or any Lien or
other Collateral securing such obligation).




     Section 2 Limitation of Guaranty



     Any term or provision of this Guaranty or any other Loan Document to the contrary
notwithstanding, the maximum aggregate amount of the Obligations for which any Subsidiary Guarantor
shall be liable shall not exceed the maximum amount for which such Subsidiary Guarantor can be
liable without rendering this Guaranty or any other Loan Document, as it relates to such Subsidiary
Guarantor, subject to avoidance under applicable law relating to fraudulent conveyance or
fraudulent transfer (including Section 548 of the Bankruptcy Code or any applicable provisions of
comparable state law) (collectively, “Fraudulent Transfer Laws”), in each case after giving effect
(a) to all other liabilities of such Subsidiary Guarantor, contingent or otherwise, that are
relevant under such Fraudulent Transfer Laws (specifically excluding, however, any liabilities of
such Subsidiary Guarantor in respect of intercompany Indebtedness to any Obligor to the extent that
such Indebtedness would be discharged in an amount equal to the amount paid by such Subsidiary
Guarantor hereunder) and (b) to the value as assets of such Subsidiary Guarantor (as determined
under the applicable provisions of such Fraudulent Transfer Laws) of any rights to subrogation,
contribution, reimbursement, indemnity or similar rights held by such Subsidiary Guarantor pursuant
to (i) applicable Requirements of Law, (ii) Section 3 (Contribution) of this Guaranty or (iii) any
other Contractual Obligations providing for an equitable allocation among such Subsidiary Guarantor
and other Subsidiaries or Affiliates of the Company of obligations arising under this Guaranty or
other guaranties of the Obligations by such parties.



     Section 3 Contribution



     To the extent that any Subsidiary Guarantor shall be required hereunder to pay a portion of
the Obligations exceeding the greater of (a) the amount of the economic benefit actually received
by such Subsidiary Guarantor from the Loans and (b) the amount such Subsidiary Guarantor would
otherwise have paid if such Subsidiary Guarantor had paid the aggregate amount of the Obligations
(excluding the amount thereof repaid by the Obligors in the same proportion as such Subsidiary
Guarantor’s net worth at the date enforcement is sought hereunder bears to the aggregate net worth
of all the Subsidiary Guarantors at the date enforcement is sought hereunder), then such Guarantor
shall be reimbursed by such other Subsidiary Guarantors for the amount of such excess, pro rata,
based on the respective net worths of such other Subsidiary Guarantors at the date enforcement
hereunder is sought.



     Section 4 Authorization; Other Agreements



     The Guarantied Parties are hereby authorized, without notice to, or demand upon, any
Guarantor, which notice and demand requirements each are expressly waived hereby, and without
discharging or otherwise affecting the obligations of any Guarantor hereunder (which obligations
shall remain absolute and unconditional notwithstanding any such action or omission to act), from
time to time, to do each of the following:



     (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or
other terms relating to, the Obligations, or any part of them, or otherwise modify, amend or change
the terms of any promissory note or other agreement, document or instrument (including the other
Loan Documents) now or hereafter executed by the Obligors and delivered to



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the Guarantied Parties or any of them, including any increase or decrease of principal or the
rate of interest thereon (it being understood that no such supplement, renewal, extension,
acceleration, change, modification or amendment relating to the Obligations, or such agreement,
document or instrument, shall be effective, except in accordance with the terms thereof);




     (b) waive or otherwise consent to noncompliance with any provision of any instrument
evidencing the Obligations, or any part thereof, or any other instrument or agreement in respect of
the Obligations (including the other Loan Documents) now or hereafter executed by the Obligors and
delivered to the Guarantied Parties or any of them;



     (c) accept partial payments on the Obligations;



     (d) receive, take and hold additional security or collateral for the payment of the
Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate,
abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional
security or collateral;



     (e) settle, release, compromise, collect or otherwise liquidate the Obligations or accept,
substitute, release, exchange or otherwise alter, affect or impair any security or collateral for
the Obligations or any part of them or any other guaranty therefor, in any manner;



     (f) add, release or substitute any one or more other guarantors, makers or endorsers of the
Obligations or any part of them and otherwise deal with any Obligor or any other guarantor, maker
or endorser;



     (g) apply to the Obligations any payment or recovery (x) from any Obligor, from any other
guarantor, maker or endorser of the Obligations or any part of them or (y) from any Guarantor in
such order as provided herein, in each case whether such Obligations are secured or unsecured or
guaranteed or not guaranteed by others;



     (h) apply to the Obligations any payment or recovery from any Guarantor of the Obligations or
any sum realized from security furnished by such Guarantor upon its indebtedness or obligations to
the Guarantied Parties or any of them, in each case whether or not such indebtedness or obligations
relate to the Obligations; and



     (i) refund at any time any payment received by any Guarantied Party in respect of any
Obligation, and payment to such Guarantied Party of the amount so refunded shall be fully
guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered
(or any release or termination of any Collateral by virtue thereof), and such prior cancellation or
surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any
Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or
terminated shall be reinstated with respect to such obligations);


even if any right of reimbursement or subrogation or other right or remedy of any Guarantor is
extinguished, affected or impaired by any of the foregoing (including any election of remedies by
reason of any judicial, non-judicial or other proceeding in respect of the Obligations that impairs
any subrogation, reimbursement or other right of such Guarantor).







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     Section 5 Guaranty Absolute and Unconditional



     Each Guarantor hereby waives any defense of a surety or guarantor or any other obligor on any
obligations arising in connection with or in respect of any of the following and hereby agrees that
its obligations under this Guaranty are absolute and unconditional and shall not be discharged or
otherwise affected as a result of any of the following:



     (a) the invalidity or unenforceability of any Obligor’s obligations under the Term Loan
Agreement or any other Loan Document or any other agreement or instrument relating thereto, or any
security for, or other guaranty of the Obligations or any part of them, or the lack of perfection
or continuing perfection or failure of priority of any security for the Obligations or any part of
them;



     (b) the absence of any attempt to collect the Obligations or any part of them from the
Obligors or other action to enforce the same;



     (c) failure by any Guarantied Party to take any steps to perfect and maintain any Lien on, or
to preserve any rights to, any Collateral;



     (d) any Guarantied Party’s election, in any proceeding instituted under chapter 11 of the
Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code;



     (e) any borrowing or grant of a Lien by any Obligor, as debtor-in-possession, or extension of
credit, under Section 364 of the Bankruptcy Code;



     (f) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any
Guarantied Party’s claim (or claims) for repayment of the Obligations;



     (g) any use of cash collateral under Section 363 of the Bankruptcy Code;



     (h) any agreement or stipulation as to the provision of adequate protection in any bankruptcy
proceeding;



     (i) the avoidance of any Lien in favor of the Guarantied Parties or any of them for any
reason;



     (j) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation
or dissolution proceeding commenced by or against any Obligor, any Guarantor or any of the
Company’s other Subsidiaries, including any discharge of, or bar or stay against collecting, any
Obligation (or any part of them or interest thereon) in or as a result of any such proceeding;



     (k) failure by any Guarantied Party to file or enforce a claim against any Obligor or its
estate in any bankruptcy or insolvency case or proceeding;



     (l) any action taken by any Guarantied Party if such action is authorized hereby;



     (m) any election following the occurrence of an Event of Default by any Guarantied Party to
proceed separately against the personal property Collateral in accordance



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with such Guarantied Party’s rights under the UCC or, if the Collateral consists of both
personal and real property, to proceed against such personal and real property in accordance with
such Guarantied Party’s rights with respect to such real property; or




     (n) any other circumstance that might otherwise constitute a legal or equitable discharge or
defense of a surety or guarantor or any other obligor on any obligations, other than the payment in
full of the Obligations.



     Section 6 Waivers



     Each Guarantor hereby waives diligence, promptness, presentment, demand for payment or
performance and protest and notice of protest, notice of acceptance and any other notice in respect
of the Obligations or any part of them, and any defense arising by reason of any disability or
other defense of any Obligor. Each Guarantor shall not, until the Obligations are paid in full,
assert any claim or counterclaim it may have against any Obligor or set off any of its obligations
to such Obligor against any obligations of such Obligor to it. In connection with the foregoing,
each Guarantor covenants that its obligations hereunder shall not be discharged, except by payment
in full of the Obligations. Without limiting any of the foregoing, each Guarantied Party agrees
that prompt notice, to the extent required under any Loan Document, shall be given to the relevant
Guarantor; provided, however, that failure to provide such notice shall not have any effect on any
of the rights and remedies of the Guarantied Parties, or the duties and obligations of the
Guarantors, hereunder.



     Section 7 Reliance



     Each Guarantor hereby assumes responsibility for keeping itself informed of the financial
condition of the Obligors and any endorser and other guarantor of all or any part of the
Obligations, and of all other circumstances bearing upon the risk of nonpayment of the Obligations,
or any part thereof, that diligent inquiry would reveal, and each Guarantor hereby agrees that no
Guarantied Party shall have any duty to advise any Guarantor of information known to it regarding
such condition or any such circumstances. In the event any Guarantied Party, in its sole
discretion, undertakes at any time or from time to time to provide any such information to any
Guarantor, such Guarantied Party shall be under no obligation (a) to undertake any investigation
not a part of its regular business routine, (b) to disclose any information that such Guarantied
Party, pursuant to accepted or reasonable commercial finance or banking practices, wishes to
maintain confidential or (c) to make any other or future disclosures of such information or any
other information to any Guarantor.



     Section 8 Waiver of Subrogation and Contribution Rights



     Until the Obligations have been paid in full, the Guarantors shall not enforce or otherwise
exercise any right of subrogation to any of the rights of the Guarantied Parties or any part of
them against any Obligor or any right of reimbursement or contribution or similar right against any
Obligor by reason of this Guaranty or by any payment made by any Guarantor in respect of the
Obligations.



     Section 9 Subordination



     Each Guarantor hereby agrees that any Indebtedness of any Obligor now or hereafter owing to
any Guarantor, whether heretofore, now or hereafter created (the “Guarantor Subordinated Debt”), is
hereby subordinated to all of the Obligations to the extent set forth in this



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Section 9. From and after the receipt by the Collateral Agent of a Notice of Actionable
Default and prior to the withdrawal of all pending Notices of Actionable Default, the Guarantor
Subordinated Debt shall not be paid in whole or in part until the Obligations have been paid in
full and this Guaranty is terminated and of no further force or effect. No Guarantor shall accept
any payment of or on account of any Guarantor Subordinated Debt at any time in contravention of the
foregoing or the Term Loan Agreement. From and after the receipt by the Collateral Agent of a
Notice of Actionable Default and prior to the withdrawal of all pending Notices of Actionable
Default, each Obligor shall pay to the Collateral Agent any payment of all or any part of the
Guarantor Subordinated Debt and any amount so paid to the Collateral Agent shall be applied to
payment of the Obligations as provided in the Intercreditor Agreement. Each payment on the
Guarantor Subordinated Debt received in violation of any of the provisions hereof shall be deemed
to have been received by such Guarantor as trustee for the Guarantied Parties and shall be paid
over to the Collateral Agent immediately on account of the Obligations, but without otherwise
affecting in any manner such Guarantor’s liability hereof. Each Guarantor agrees to file all
claims against any Obligor in any bankruptcy or other proceeding in which the filing of claims is
required by law in respect of any Guarantor Subordinated Debt, and the Collateral Agent shall be
entitled to all of such Guarantor’s rights thereunder. If for any reason a Guarantor fails to file
such claim at least ten Business Days prior to the last date on which such claim should be filed,
such Guarantor hereby irrevocably appoints the Collateral Agent as its true and lawful
attorney-in-fact and is hereby authorized to act as attorney-in-fact in such Guarantor’s name to
file such claim or, in the Collateral Agent’s discretion, to assign such claim to and cause proof
of claim to be filed in the name of the Collateral Agent or its nominee. In all such cases,
whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such
claim shall pay to the Collateral Agent the full amount payable on the claim in the proceeding,
and, to the full extent necessary for that purpose, each Guarantor hereby assigns to the Collateral
Agent all of such Guarantor’s rights to any payments or distributions to which such Guarantor
otherwise would be entitled. If the amount so paid is greater than such Guarantor’s liability
hereunder, the Collateral Agent shall pay the excess amount to the party entitled thereto. In
addition, each Guarantor hereby irrevocably appoints the Collateral Agent as its attorney-in-fact
to exercise all of such Guarantor’s voting rights (other than in its capacity as a debtor or a
debtor in possession) in connection with any bankruptcy proceeding or any plan for the
reorganization of any Obligor.




     Section 10 Default; Remedies



     The obligations of each Guarantor hereunder are independent of and separate from the
Obligations. If any Obligation is not paid when due, or upon any Event of Default or upon any
default by any Obligor as provided in any other instrument or document evidencing all or any part
of the Obligations, the Collateral Agent may, at its sole election (subject to the Intercreditor
Agreement), proceed directly and at once, without notice, against any Guarantor to collect and
recover the full amount or any portion of the Obligations then due, without first proceeding
against such Obligor or any other guarantor of the Obligations, or against any Collateral under the
Loan Documents or joining such Obligor or any other guarantor in any proceeding against any
Guarantor.



     Section 11 Irrevocability; Termination



     This Guaranty shall be irrevocable as to the Obligations (or any part thereof) until the Term
Loan Commitments have been terminated and all monetary Obligations then outstanding have been
irrevocably paid in full, at which time this Guaranty shall automatically be cancelled. Upon such
cancellation and at the written request of any Guarantor or its successors or assigns, and at the
cost and expense of such Guarantor or its successors or assigns, the Collateral



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Agent shall execute in a timely manner a satisfaction of this Guaranty and such instruments,
documents or agreements as are necessary or desirable to evidence the termination of this Guaranty.
At the request and sole expense of the Company, to the extent any Guarantor is released under
Section 7.12(b) of the Pledge and Security Agreement, such Guarantor shall be released from its
obligations hereunder.




     Section 12 Setoff



     Subject to the Intercreditor Agreement, upon the occurrence and during the continuance of an
Event of Default and acceleration of the Payment Obligations, each Guarantied Party and each
Affiliate of a Guarantied Party may, regardless of the acceptance of any security or collateral for
the payment hereof, setoff and apply toward the payment of all or any part of the Obligations
(a) any indebtedness due or to become due from such Guarantied Party or Affiliate to such Guarantor
and (b) any moneys, credits or other property belonging to such Guarantor, at any time held by, or
coming into, the possession of such Guarantied Party or Affiliate. Each Guarantied Party agrees
that prompt notice of any such setoff will be given to the relevant Guarantor; provided, however,
that failure to provide such notice shall not have any effect on the rights and remedies of the
Guarantied Parties, or the duties and obligations of the Guarantors, hereunder or the validity of
such setoff.



     Section 13 No Marshalling



     Each Guarantor consents and agrees that no Guarantied Party or Person acting for or on behalf
of any Guarantied Party shall be under any obligation to marshal any assets in favor of any
Guarantor or against or in payment of any or all of the Obligations.



     Section 14 Enforcement; Amendments; Waivers



     No delay on the part of any Guarantied Party in the exercise of any right or remedy arising
under this Guaranty, the Term Loan Agreement, any other Loan Document or otherwise with respect to
all or any part of the Obligations, the Collateral or any other guaranty of or security for all or
any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by
any such Person of any such right or remedy shall preclude any further exercise thereof. No
modification or waiver of any provision of this Guaranty shall be binding upon any Guarantied
Party, except as expressly set forth in a writing duly signed and delivered by the Administrative
Agent and the Collateral Agent (in accordance with Section 14.1 of the Term Loan Agreement).
Failure by any Guarantied Party at any time hereafter to require strict performance by any Obligor,
any Guarantor, any other guarantor of all or any part of the Obligations or any other Person of any
provision, warranty, term or condition contained in any Loan Document now or at any time hereafter
executed by any such Persons and delivered to any Guarantied Party shall not waive, affect or
diminish any right of any Guarantied Party at any time or times hereafter to demand strict
performance thereof and such right shall not be deemed to have been waived by any act or knowledge
of any Guarantied Party, or its respective agents, officers or employees, unless such waiver is
contained in an instrument in writing, directed and delivered to such Obligor or such Guarantor, as
applicable, specifying such waiver, and is signed by the party or parties necessary to give such
waiver under the Term Loan Agreement. No waiver of any Event of Default by any Guarantied Party
shall operate as a waiver of any other Event of Default or the same Event of Default on a future
occasion, and no action by any Guarantied Party permitted hereunder shall in any way affect or
impair any Guarantied Party’s rights and remedies or the obligations of any Guarantor under this
Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal or
interest owing by any



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Obligor to a Guarantied Party shall be conclusive and binding on each Guarantor irrespective
of whether such Guarantor was a party to the suit or action in which such determination was made.




     Section 15 Successors and Assigns



     This Guaranty shall be binding upon each Guarantor and upon the successors and assigns of such
Guarantors and shall inure to the benefit of the Guarantied Parties and their respective successors
and assigns; all references herein to the Obligors and to the Guarantors shall be deemed to include
their respective successors and assigns. The successors and assigns of the Guarantors and the
Obligors shall include, without limitation, their respective receivers, trustees and
debtors-in-possession. All references to the singular shall be deemed to include the plural where
the context so requires.



     Section 16 Representations and Warranties; Covenants



     Each Guarantor hereby (a) represents and warrants that the representations and warranties as
to it made by the Company in Article VIII (Representations and Warranties) of the Term Loan
Agreement are true and correct to the extent required by Section 9.1(t) (Conditions to Extensions
of Credit) of the Term Loan Agreement and (b) agrees to take, or refrain from taking, as the case
may be, each action necessary to be taken or not taken, as the case may be, so that no Default or
Event of Default is caused by the failure to take such action or to refrain from taking such action
by such Guarantor.



     Section 17 Governing Law



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



     Section 18 Submission to Jurisdiction; Service of Process



     (a) Any legal action or proceeding with respect to this Guaranty, and any other Loan Document,
may be brought in the courts of the State of New York or of the United States of America for the
Southern District of New York, and, by execution and delivery of this Guaranty, each Guarantor
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 Guarantor 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 Guaranty or any other Loan Document by the
mailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process
to such Guarantor care of the Company at the Company’s address specified in Section 14.2 (Notices)
of the Term Loan Agreement. Each Guarantor 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 18 (Submission to Jurisdiction; Service of Process)
shall affect the right of the Collateral Agent or any other Guarantied Party to serve



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process in any other manner permitted by law or commence legal proceedings or otherwise
proceed against a Guarantor in any other jurisdiction.




     (d) The obligations of each Guarantor in respect of any Obligation due to any party hereto in
Dollars 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 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 Guarantor 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 Guaranty 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 Guarantor, such excess.



     Section 19 Certain Terms



     The following rules of interpretation shall apply to this Guaranty: (a) the terms “herein,”
“hereof,” “hereto” and “hereunder” and similar terms refer to this Guaranty as a whole and not to
any particular Article, Section, subsection or clause in this Guaranty, (b) unless otherwise
indicated, references herein to an Exhibit, Article, Section, subsection or clause refer to the
appropriate Exhibit to, or Article, Section, subsection or clause in this Guaranty and (c) the term
“including” means “including without limitation” except when used in the computation of time
periods.



     Section 20 Waiver of Jury Trial



     Each of the Collateral Agent, the other Guarantied Parties and each Guarantor irrevocably
waives trial by jury in any action or proceeding with respect to this Guaranty and any other Loan
Document.



     Section 21 Notices



     Any notice or other communication herein required or permitted shall be given as provided in
Section 14.2 (Notices) of the Term Loan Agreement and, in the case of any Guarantor, to such
Guarantor in care of the Company.



     Section 22 Severability



     Wherever possible, each provision of this Guaranty shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Guaranty shall be
prohibited by or invalid under such law, such provision shall be ineffective to the extent of such
prohibition or invalidity without invalidating the remainder of such provision or the remaining
provisions of this Guaranty.



     Section 23 Additional Guarantors



     Each of the Guarantors agrees that, if, pursuant to Section 10.10 (Additional Guaranties) of
the Term Loan Agreement, the Company shall be required to cause any Subsidiary that is not a
Guarantor to become a Guarantor hereunder, or if for any reason the



10









 




Company desires any such Subsidiary to become a Guarantor hereunder, such Subsidiary shall
execute and deliver to the Collateral Agent a Guaranty Supplement in substantially the form of
Exhibit A (Guaranty Supplement) attached hereto and shall thereafter for all purposes be a party
hereto and have the same rights, benefits and obligations as a Guarantor party hereto on the
Closing Date.




     Section 24 Collateral



     Pursuant to the terms of the Intercreditor Agreement, each Guarantor hereby acknowledges and
agrees that its obligations under this Guaranty are secured pursuant to the terms and provisions of
the Security Documents executed by it in favor of the Collateral Agent, for the benefit of the
Secured Parties.



     Section 25 Payment of Expenses



     Each Guarantor agrees to pay or reimburse the Collateral Agent and each of the other
Guarantied Parties upon demand for all out-of-pocket costs and expenses as required by Section 14.5
of the Term Loan Agreement.



     Section 26 Waiver of Consequential Damages



     Each Guarantor hereby irrevocably and unconditionally waives, to the maximum extent not
prohibited by law, any right it may have to claim or recover any special, exemplary, punitive or
consequential damage in any legal action or proceeding in respect of this Guaranty or any other
Loan Document.



     Section 27 Entire Agreement



     This Guaranty, taken together with all of the other Loan Documents executed and delivered by
the Guarantors, represents the entire agreement and understanding of the parties hereto and
supersedes all prior understandings, written and oral, relating to the subject matter hereof.



[Signature Pages Follow]



 









 





     In witness whereof, this Guaranty has been duly executed by the Guarantors as of
the day and year first set forth above.



	 	 	 	 	 
	 	Revlon, Inc.,

as Parent and as a Guarantor

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

as Company and as a Guarantor

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

as a Guarantor

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

as a Guarantor

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

as a Guarantor

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



[Signature Page to Term Loan Guaranty]



	 	 	 	 	 



 









 






	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 



	 	 	 	 	 
	 	Cosmetics & More Inc.,

as a Guarantor

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

as a Guarantor

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

as a Guarantor

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

as a Guarantor

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

as a Guarantor

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

as a Guarantor

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



[Signature Page to Term Loan Guaranty]



 









 





	 	 	 	 	 
	 	Revlon International Corporation,

as a Guarantor

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

as a Guarantor

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

as a Guarantor

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

as a Guarantor

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

as a Guarantor

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



[Signature Page to Term Loan Guaranty]








 









 











	 	 	 	 
	Acknowledged and Agreed

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

as Collateral Agent

 	 
	By:  	/s/ David Leland
 	 
	Name: David Leland 	 
	Title: Vice President	 
				



[Signature Page to Term Loan Guaranty]



 








 




Exhibit A

To
Term Loan Guaranty


Form of Guaranty Supplement


     The undersigned hereby agrees to be bound as a Guarantor for purposes of the Term Loan
Guaranty, dated as of December 20, 2006 (the “Guaranty”), among Revlon, Inc. and certain of its
Subsidiaries listed on the signature pages thereof and acknowledged by Citicorp USA, Inc., as
Collateral Agent, and the undersigned hereby acknowledges receipt of a copy of the Guaranty. The
undersigned hereby represents and warrants that each of the representations and warranties
contained in Section 16 (Representations and Warranties; Covenants) of the Guaranty 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 Guaranty.



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



	 	 	 	 	 
	 	 	[Name of Subsidiary Guarantor]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






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

	 	 

	 	 
	Name:
	 	 	 	 
	Title: