Exhibit 10.02


 


EXECUTION VERSION


 


INCREMENTAL FACILITY ACTIVATION NOTICE


 


October 28, 2016


 


	 	To:	JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement referred
to below



 


This Incremental Facility Activation
Notice is dated as of October 28, 2016 (this “Agreement”), and is entered into by and among Coty Inc., a Delaware
corporation (the “Parent Borrower”), JPMorgan Chase Bank, N.A., as administrative agent for the Credit Agreement
(as defined below) (in such capacity, the “Administrative Agent”), and the Incremental Term Lenders signatory
hereto.


 


Reference is made to that certain
Credit Agreement dated as of October 27, 2015 (as amended by the Incremental Assumption Agreement and Amendment No. 1 dated as
of April 8, 2016 and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time,
the “Credit Agreement”) among the Parent Borrower, the Lenders from time to time party thereto, the Administrative
Agent and the other parties from time to time party thereto. Capitalized terms used herein but not otherwise defined herein shall
have the same meanings assigned to such terms in the Credit Agreement.


 


I. Incremental Facility Activation
Notice


 


(a)          This Agreement constitutes
an Incremental Facility Activation Notice referred to in the Credit Agreement to be provided at any time prior to the Date of Full
Satisfaction in accordance with the terms and provisions of the Credit Agreement, and the Parent Borrower and each of the Incremental
Term Lenders signatory hereto hereby notify you that:


 


		1.	The Incremental Facility is an Incremental Term Loan facility consisting of Term A Loans denominated
in Dollars (the “Second Amendment Incremental Term A USD Loans”).



 


		2.	The amount of the Second Amendment Incremental Term A USD Loans requested by this Incremental Facility
Activation Notice is $975,000,000.



 


		3.	The Borrower with respect to the Second Amendment Incremental Term A USD Loans shall be the Parent
Borrower.



 


		4.	The amount of the Second Amendment Incremental Term A USD Loans to be made by each Incremental
Term Lender is set forth opposite such Incremental Term Lender’s name on Schedule B attached hereto.



 


		5.	The Business Day on which such Second Amendment Incremental Term A USD Loans are requested to be
made (the “Increased Amount Date”) pursuant to this Incremental Facility Activation Notice is October 28, 2016.



 


		6.	The proceeds of such Second Amendment Incremental Term A USD Loans are to be used to pay fees and
expenses incurred in connection with the transactions contemplated by this Agreement and for general corporate purposes.



 


(b)          Each of the Incremental
Term Lenders and the Parent Borrower hereby agrees that (i) the amortization schedule relating to the Second Amendment Incremental
Term A USD Loans is set forth in Schedule A attached hereto, pursuant to which the maturity date shall be the fifth anniversary
of the



    	 



    	



    

Increased Amount Date, and (ii)
the Applicable Rate for the Second Amendment Incremental Term A USD Loans shall be identical to the Applicable Rate of the Term
A USD Loans made on the Closing Date.


 


THIS
AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING THEREUNDER OR RELATED TO THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.



    	2



    	



    

IN WITNESS WHEREOF, each of the undersigned
has caused its duly authorized officer to execute and deliver this Agreement as of the date first written above.


 





	 	COTY INC.
	 	 	 
	 	By	/s/ Michelle Garcia	 
	 	 	 
	 	 	Name: Michelle Garcia
	 	 	 
	 	 	Title: Assistant Secretary
	 	 	 
	 	JPMORGAN CHASE BANK, N.A.
	 	 	 
	 	as Administrative Agent and Second Amendment Incremental Term A USD Lender
	 	 	 
	 	By	/s/ Tony Yung	 
	 	 	 
	 	 	Name: Tony Yung
	 	 	 
	 	 	Title: Executive Director
	 	 	 
	[Signature Page to Incremental Facility
    Activation Notice –  Term Loan A USD]




    	 



    	



    

Schedule A


 


Amortization


 


	Amortization Payment Date	Principal Amount
	 	 
	March 31, 2017	$12,187,500
	June 30, 2017	$12,187,500
	September 30, 2017	$12,187,500
	December 31, 2017	$12,187,500
	March 31, 2018	$12,187,500
	June 30, 2018	$12,187,500
	September 30, 2018	$12,187,500
	December 31, 2018	$12,187,500
	March 31, 2019	$12,187,500
	June 30, 2019	$12,187,500
	September 30, 2019	$12,187,500
	December 31, 2019	$12,187,500
	March 31, 2020	$12,187,500
	June 30, 2020	$12,187,500
	September 30, 2020	$12,187,500
	December 31, 2020	$12,187,500
	March 31, 2021	$12,187,500
	June 30, 2021	$12,187,500
	September 30, 2021	$12,187,500
	October 28, 2021	$743,437,500




    	 



    	



    

Schedule B


 


Second Amendment Incremental Term A USD Commitments


 


	Second Amendment Incremental Term 

A USD Lender	Second Amendment Incremental Term 

A USD Loan Commitment
	BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH	$43,500,000
	BANK OF AMERICA, N.A.	$66,800,000
	BANK OF COMMUNICATIONS CO., LTD, LONDON BRANCH	$27,000,000
	BANK OF TOKYO-MITSUBISHI UFJ, LTD.	$33,400,000
	BMO HARRIS BANK, N.A.	$23,400,000
	BNP PARIBAS	$58,000,000
	CAPITAL ONE BANK (USA), N.A.	$10,900,000
	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK	$58,400,000
	DEUTSCHE BANK AG	$50,000,000
	FIFTH THIRD BANK	$23,400,000
	HSBC BANK AUSTRALIA LIMITED	$58,400,000
	ING BANK N.V.	$58,400,000
	INTESA SANPAOLO S.P.A.	$43,500,000
	JPMORGAN CHASE BANK, N.A.	$66,800,000
	KBC BANK N.V., NEW YORK BRANCH	$7,500,000
	LANDESBANK HESSEN-THÜRINGEN	$30,000,000
	MIZUHO BANK, LTD.	$58,400,000
	MORGAN STANLEY BANK, N.A.	$33,400,000
	PT BANK NEGARA INDONESIA (PERSERO) TBK, NEW YORK AGENCY	$7,500,000
	ROYAL BANK OF CANADA	$58,400,000
	SANTANDER BANK, N.A.	$23,400,000
	SCOTIABANK (IRELAND) DAC	$43,500,000
	SUMITOMO MITSUI BANKING CORPORATION	$43,500,000
	TRISTATE CAP BANK	$2,500,000
	UNICREDIT BANK AG, NEW YORK BRANCH	$45,000,000
	TOTAL	$975,000,000