Exhibit
		4.3

	 AMENDED
		AND RESTATED PLEDGE AND SECURITY AGREEMENT

	  

	 Dated
		as of December
		20, 2006


	  

	  

	 among


	  

	  

	 REVLON, INC.,

	  

	  

	 REVLON CONSUMER PRODUCTS CORPORATION


	  

	  

	 and


	  

	 Each
		Other Grantor

	 From
		Time to Time Party Hereto

	  

	  

	 and


	  

	  

	 Citicorp
		USA, Inc.

	 as
		Collateral Agent

	  

	  

	 


	  

	  

	 


	 


	  

	 


	  

	 WEIL, GOTSHAL & MANGES LLP
 767 FIFTH AVENUE
 NEW YORK, NEW YORK 10153-0119 

	 
		 
	 

	 
		 
	 


	 

	 
	 

	 

	 
		TABLE OF CONTENTS
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  Page
				

			 
	
				
				  ARTICLE I DEFINED TERMS
				

			 	
				
				   
				

			 	
				
				  2
				

			 
	
				
				  Section 1.1 Definitions
				

			 	
				
				   
				

			 	
				
				  2
				

			 
	
				
				  Section 1.2 Certain Other Terms
				

			 	
				
				   
				

			 	
				
				  8
				

			 
	
				
				  ARTICLE II GRANT OF SECURITY INTEREST
				

			 	
				
				   
				

			 	
				
				  9
				

			 
	
				
				  Section 2.1 Collateral
				

			 	
				
				   
				

			 	
				
				  9
				

			 
	
				
				  Section 2.2 Grants of Security Interest in
				  Collateral
				

			 	
				
				   
				

			 	
				
				  11
				

			 
	
				
				  Section 2.3 Cash Collateral Account
				

			 	
				
				   
				

			 	
				
				  12
				

			 
	
				
				  ARTICLE III REPRESENTATIONS AND WARRANTIES
				

			 	
				
				   
				

			 	
				
				  13
				

			 
	
				
				  Section 3.1 Title; No Other Liens
				

			 	
				
				   
				

			 	
				
				  13
				

			 
	
				
				  Section 3.2 Perfection and Priority
				

			 	
				
				   
				

			 	
				
				  13
				

			 
	
				
				  Section 3.3 Jurisdiction of Organization;
				  Chief Executive Office
				

			 	
				
				   
				

			 	
				
				  13
				

			 
	
				
				  Section 3.4 Inventory and Equipment
				

			 	
				
				   
				

			 	
				
				  14
				

			 
	
				
				  Section 3.5 Pledged Collateral
				

			 	
				
				   
				

			 	
				
				  14
				

			 
	
				
				  Section 3.6 Accounts
				

			 	
				
				   
				

			 	
				
				  14
				

			 
	
				
				  Section 3.7 Intellectual Property
				

			 	
				
				   
				

			 	
				
				  15
				

			 
	
				
				  Section 3.8 Deposit Accounts; Securities
				  Accounts
				

			 	
				
				   
				

			 	
				
				  15
				

			 
	
				
				  Section 3.9 Commercial Tort Claims
				

			 	
				
				   
				

			 	
				
				  15
				

			 
	
				
				  ARTICLE IV COVENANTS
				

			 	
				
				   
				

			 	
				
				  16
				

			 
	
				
				  Section 4.1 Generally
				

			 	
				
				   
				

			 	
				
				  16
				

			 
	
				
				  Section 4.2 Maintenance of Perfected Security
				  Interest; Further Documentation
				

			 	
				
				   
				

			 	
				
				  16
				

			 
	
				
				  Section 4.3 Changes in Locations, Name,
				  Etc.
				

			 	
				
				   
				

			 	
				
				  17
				

			 
	
				
				  Section 4.4 Pledged Collateral
				

			 	
				
				   
				

			 	
				
				  17
				

			 
	
				
				  Section 4.5 Accounts
				

			 	
				
				   
				

			 	
				
				  19
				

			 
	
				
				  Section 4.6 Delivery of Instruments and
				  Chattel Paper
				

			 	
				
				   
				

			 	
				
				  19
				

			 
	
				
				  Section 4.7 Intellectual Property
				

			 	
				
				   
				

			 	
				
				  19
				

			 
	
				
				  Section 4.8 Vehicles
				

			 	
				
				   
				

			 	
				
				  21
				

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

			 	
				
				   
				

			 	
				
				  21
				

			 
	
				
				  Section 4.10 Insurance
				

			 	
				
				   
				

			 	
				
				  22
				

			 
	
				
				  Section 4.11 Notice of Commercial Tort
				  Claims
				

			 	
				
				   
				

			 	
				
				  22
				

			 
	
				
				  ARTICLE V REMEDIAL PROVISIONS
				

			 	
				
				   
				

			 	
				
				  22
				

			 
	
				
				  Section 5.1 Code and Other Remedies
				

			 	
				
				   
				

			 	
				
				  22
				

			 
	
				
				  Section 5.2 Accounts and Payments in Respect
				  of General Intangibles
				

			 	
				
				   
				

			 	
				
				  23
				

			 
	
				
				  Section 5.3 Pledged Collateral
				

			 	
				
				   
				

			 	
				
				  24
				

			 
	
				
				  Section 5.4 Proceeds to be Turned Over To
				  Collateral Agent
				

			 	
				
				   
				

			 	
				
				  25
				

			 
	
				
				  Section 5.5 Registration Rights
				

			 	
				
				   
				

			 	
				
				  25
				

			 
	
				
				  Section 5.6 Deficiency
				

			 	
				
				   
				

			 	
				
				  26
				

			 
	
				
				  Section 5.7 Grant of License to Use
				  Intellectual Property
				

			 	
				
				   
				

			 	
				
				  26
				

			 
	
				
				  ARTICLE VI THE COLLATERAL AGENT
				

			 	
				
				   
				

			 	
				
				  26
				

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

			 	
				
				   
				

			 	
				
				  26
				

			 
	
				
				  Section 6.2 Duty of Collateral Agent
				

			 	
				
				   
				

			 	
				
				  28
				

			 
	
				
				  Section 6.3 Authorization of Financing
				  Statements
				

			 	
				
				   
				

			 	
				
				  28
				

			 
	
				
				  Section 6.4 Authority of Collateral
				  Agent
				

			 	
				
				   
				

			 	
				
				  29
				

			 

 

	 
		 
	 


	 
		 
	 

	 
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		TABLE OF CONTENTS
	 

	 
		(continued)
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  Page
				

			 
	
				
				  ARTICLE VII MISCELLANEOUS
				

			 	
				
				   
				

			 	
				
				  29
				

			 
	
				
				  Section 7.1 Amendments in Writing
				

			 	
				
				   
				

			 	
				
				  29
				

			 
	
				
				  Section 7.2 Notices
				

			 	
				
				   
				

			 	
				
				  29
				

			 
	
				
				  Section 7.3 No Waiver by Course of Conduct;
				  Cumulative Remedies
				

			 	
				
				   
				

			 	
				
				  29
				

			 
	
				
				  Section 7.5 Successors and Assigns
				

			 	
				
				   
				

			 	
				
				  31
				

			 
	
				
				  Section 7.6 Counterparts
				

			 	
				
				   
				

			 	
				
				  31
				

			 
	
				
				  Section 7.7 Severability
				

			 	
				
				   
				

			 	
				
				  31
				

			 
	
				
				  Section 7.8 Section Headings
				

			 	
				
				   
				

			 	
				
				  31
				

			 
	
				
				  Section 7.9 Entire Agreement
				

			 	
				
				   
				

			 	
				
				  31
				

			 
	
				
				  Section 7.10 Governing Law
				

			 	
				
				   
				

			 	
				
				  31
				

			 
	
				
				  Section 7.11 Additional Grantors
				

			 	
				
				   
				

			 	
				
				  31
				

			 
	
				
				  Section 7.12 Release of Collateral
				

			 	
				
				   
				

			 	
				
				  32
				

			 
	
				
				  Section 7.13 Reinstatement
				

			 	
				
				   
				

			 	
				
				  32
				

			 

 

	 
		 
	 


	 
		 
	 

	 
		ii
	 

	 
		 
	 

	 

	 
	 

	 

	 
		TABLE OF CONTENTS
	 

	 
		(continued)
	 

	 
		ANNEXES AND SCHEDULES
	 

	 
		 
	 

	 
			
				
				  Annex 1
				

			 	
				
				   
				

			 	
				
				  Form of Pledge Amendment
				

			 
	
				
				  Annex 2
				

			 	
				
				   
				

			 	
				
				  Form of Joinder Agreement
				

			 
	
				
				  Annex 3
				

			 	
				
				   
				

			 	
				
				  Form of Short Form Intellectual Property Security
				  Agreement
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Schedule 1
				

			 	
				
				   
				

			 	
				
				  Jurisdiction of Organization; Principal Executive
				  Office
				

			 
	
				
				  Schedule 2
				

			 	
				
				   
				

			 	
				
				  Pledged Collateral
				

			 
	
				
				  Schedule 3
				

			 	
				
				   
				

			 	
				
				  Filings
				

			 
	
				
				  Schedule 4
				

			 	
				
				   
				

			 	
				
				  Location of Inventory and Equipment
				

			 
	
				
				  Schedule 5A
				

			 	
				
				   
				

			 	
				
				  Intellectual Property
				

			 
	
				
				  Schedule 5B
				

			 	
				
				   
				

			 	
				
				  Material Intellectual Property
				

			 
	
				
				  Schedule 6
				

			 	
				
				   
				

			 	
				
				  Bank Accounts; Control Accounts
				

			 
	
				
				  Schedule 7
				

			 	
				
				   
				

			 	
				
				  Commercial Tort Claims
				

			 
	
				
				  Schedule 8
				

			 	
				
				   
				

			 	
				
				  Excluded Trademarks
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
		 
	 


	 



	 
	 

	 

	 THIS AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT 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 TERM LOAN LENDERS,
		CITICORP USA, INC., AS COLLATERAL AGENT FOR THE SECURED
		PARTIES, REVLON, INC., REVLON CONSUMER PRODUCTS CORPORATION AND EACH OTHER GRANTOR.

	  

	 AMENDED AND RESTATED
		PLEDGE AND SECURITY AGREEMENT, dated as
		of December 20, 2006, by Revlon, Inc. (“Revlon”), Revlon
		Consumer Products Corporation (the “Company”) and each of
		the other entities listed on the signature pages hereof or that becomes a party
		hereto pursuant to Section 7.11 (Additional Grantors) (together
		with the Revlon and the Company, each a “Grantor” and
		collectively, the “Grantors”) in favor of Citicorp USA, Inc.
		(“Citicorp”), as collateral agent for the Secured Parties
		(in such capacity, the “Collateral Agent”).

	  

	 WITNESSETH:

	  

	 WHEREAS, the Company, certain of its subsidiaries, the lenders
		(the “Multi-Currency Lenders”) and issuing lenders (the
		“Issuing Lenders”) party thereto, Citicorp, as
		administrative agent for the Multi-Currency Lenders and Issuing Lenders (the
		“Multi-Currency Administrative Agent”), and the Collateral
		Agent are parties to the Credit Agreement, dated as of July 9, 2004 (as the
		same may be amended, restated, supplemented or otherwise modified from time to
		time, the “Existing Credit Agreement”);

	  

	 WHEREAS, the
		Company has requested that the Term Loan Facility under, and as defined in, the
		Existing Credit Agreement be refinanced pursuant to the Term Loan Agreement,
		dated as of December 20, 2006 (as the same may be amended, restated,
		supplemented or otherwise modified from time to time, 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, 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;

	  

	 WHEREAS, the
		Existing Credit Agreement is being amended pursuant to Amendment No. 4 to
		Credit Agreement, dated as of December 20, 2006 (the “Amendment”),
		to permit the Company to borrow the term loans (the “New
		Term Loans”)
		under the Term Loan Agreement and to make such other changes to the terms of
		the Existing Credit Agreement as are provided in such amendment;

	  

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

	 
		 
	 

	 
		 
	 

	 
		 
	 


	 

	 
	 

	 

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


	  

	 WHEREAS, it is
		a condition precedent to (i) the effectiveness of the Amendment and (ii) the
		obligation of the Term Loan Lenders to make their respective extensions of
		credit to the Company under the Term Loan Agreement that the Grantors shall
		have executed and delivered this Agreement to the Collateral
		Agent;

	  

	 WHEREAS, this
		Agreement, on the terms and subject to the conditions set forth herein, shall
		amend and restate, in its entirety, the Pledge and Security Agreement, dated as
		of July 9, 2004 (as amended, supplemented or otherwise modified from time
		to time prior to the date hereof, the “Existing
		Pledge and Security Agreement”),
		entered into by the Grantors in favor of the Collateral Agent; and


	  

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

	  

	 NOW, THEREFORE in consideration of the
		premises and to induce the applicable Lenders and the Collateral Agent to enter
		into the Amendment and the Term Loan Agreement and to induce the Lenders to
		make their respective extensions of credit to the Company and, in the case of
		the Existing Credit Agreement, the other borrowers thereunder, as the case may
		be, each Grantor hereby agrees with the Collateral Agent as
		follows:

	  

	 
		ARTICLE
		I          DEFINED TERMS

	  

	 
		Section 1.1          Definitions


	  

	 (a)  Unless
		otherwise defined herein, terms defined in the Credit Agreements and used
		herein have the meanings given to them in the Credit Agreements. To the extent
		terms are defined differently in the Term Loan Agreement and the Existing
		Credit Agreement, the terms shall be used herein as defined in the Existing
		Credit Agreement unless otherwise specified.

	  

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

	  

	 “Account
		Debtor”


	 “Account”


	 “Certificated
		Security”


	 “Chattel
		Paper”


	 “Commercial
		Tort Claim”


	 “Commodity
		Account”


	 “Control
		Account”


	 “Deposit
		Account”


	 “Documents”


	 “Entitlement
		Holder”


	 
		 
	 

	 
		2
	 

	 
		 
	 


	 

	 
	 

	 

	 “Entitlement
		Order”


	 “Equipment”


	 “Financial
		Asset”


	 “Fixtures”


	 “General
		Intangible”


	 “Goods”


	 “Instruments”


	 “Inventory”


	 “Investment
		Property”


	 “Lease”


	 “Letter-of-Credit
		Right”


	 “Payment
		Intangibles”


	 “Proceeds”


	 “Securities
		Account”


	 “Securities
		Intermediary”


	 “Security”


	 “Security
		Entitlement”


	 “Software”


	 “Supporting
		Obligations”


	  

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

	  

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

	  

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

	  

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

	  

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

	  

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

	 
		 
	 

	 
		3
	 

	 
		 
	 


	 

	 
	 

	 

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

	  

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

	  

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

	  

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

	  

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

	  

	 “Excluded
		Equity”
		means any Voting Stock in excess of 66% of the total outstanding Voting Stock
		of any direct Subsidiary of any Grantor if such Subsidiary is a Non-U.S.
		Person. For the purposes of this definition, “Voting
		Stock”
		means, as to any issuer, the issued and outstanding shares of each class of
		capital stock or other ownership interests of such issuer entitled to vote
		(within the meaning of Treasury Regulations
		§ 1.956-2(c)(2)).

	  

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

	 
		 
	 

	 
		4
	 

	 
		 
	 


	 

	 
	 

	 

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


	  

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


	  

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


	  

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

	  

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

	  

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

	  

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

	  

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

	  

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

	  

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

	  

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

	  

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

	  

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


	  

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

	 
		 
	 

	 
		5
	 

	 
		 
	 


	 

	 
	 

	 

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

	  

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

	  

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

	  

	 “pay
		in full,”
		“paid
		in full”
		or “payment
		in full”
		shall mean, with respect to the Secured Obligations, the payment in full in
		cash of the principal of, accrued (but unpaid) interest and premium, if any, on
		all such Secured Obligations and, with respect to letters of credit outstanding
		thereunder, delivery of cash collateral or backstop letters of credit in
		respect thereof in compliance with the terms thereof, in each case, after or
		concurrently with termination of all Commitments thereunder and payment in full
		in cash of any other Secured Obligations that are due and payable at or prior
		to the time such principal and interest are paid.

	  

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


	  

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


	  

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

	  

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

	  

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

	  

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


	  

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

	 
		 
	 

	 
		6
	 

	 
		 
	 


	 

	 
	 

	 

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

	  

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

	  

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

	  

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

	  

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


	  

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

	  

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

	  

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

	  

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

	  

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

	  

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

	  

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


	 
		 
	 

	 
		7
	 

	 
		 
	 


	 

	 
	 

	 

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

	  

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


	  

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

	  

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

	  

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

	  

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

	  

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

	  

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

	  

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

	  

	 Section 1.2          Certain
		Other Terms

	  

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


	  

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

	 
		 
	 

	 
		8
	 

	 
		 
	 


	 

	 
	 

	 

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

	  

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

	  

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

	  

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

	  

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

	  

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

	  

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

	  

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

	  

	 ARTICLE II          GRANT OF SECURITY INTEREST

	  

	 Section 2.1          Collateral


	  

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


	  

	 (i)  all
		Accounts;

	  

	 (ii)  all
		Chattel Paper;

	  

	 (iii)  all
		Deposit Accounts;

	  

	 (iv)  all
		Equipment;

	  

	 (v)  all
		Fixtures;

	  

	 (vi)  all
		Instruments;

	 
		 
	 

	 
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	 (vii)  all
		Inventory;

	  

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

	  

	 (ix)  all
		Letter-of-Credit Rights;

	  

	 (x)  all
		Vehicles;

	  

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

	  

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


	  

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


	  

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

	  

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

	  

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

	  

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


	  

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


	 
		 
	 

	 
		10
	 

	 
		 
	 


	 

	 
	 

	 

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


	  

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

	  

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


	  

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

	  

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


	  

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


	  

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

	  

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

	  

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

	  

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


	  

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


	  

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

	  

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

	 
		 
	 

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

	  

	 Section 2.2          Grants
		of Security Interest in Collateral

	  

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


	  

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

	  

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


	 
		 
	 

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

	  

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

	  

	 Section 2.3          Cash
		Collateral Account

	  

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

	  

	 ARTICLE II          REPRESENTATIONS AND WARRANTIES

	  

	 To
		induce the Lenders, the Collateral Agent and the Administrative Agents to enter
		into the Credit Agreements, each Grantor hereby represents and warrants each of
		the following to the Collateral Agent for the benefit of the Secured
		Parties:

	  

	 Section 3.1          Title;
		No Other Liens

	  

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

	  

	 Section 3.2          Perfection
		and Priority

	  

	 The
		security interests granted pursuant to this Agreement shall constitute valid
		and continuing perfected security interests in favor of the Collateral Agent in
		the Collateral for which perfection is governed by the UCC (other than
		Vehicles) or filing with the United States Copyright Office upon (i) in
		the case of all Collateral in which a security interest may be perfected by
		filing a financing statement under the UCC, the completion of the filings and
		other

	 
		 
	 

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

	  

	 Section 3.3          Jurisdiction
		of Organization; Chief Executive Office

	  

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


	  

	 Section 3.4          Inventory
		and Equipment

	  

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


	  

	 Section 3.5          Pledged
		Collateral

	  

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

	  

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

	  

	 (c)  Each of
		the Pledged Stock constitutes the legal, valid and binding obligation of the
		obligor with respect thereto, enforceable (to the extent such concepts are
		applicable to such Pledged Stock under the laws of the jurisdiction of
		organization of the issuer thereof) in accordance with its terms, subject to
		the effects of applicable bankruptcy, insolvency,

	 
		 
	 

	 
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	 fraudulent
		conveyance, reorganization, moratorium and other similar laws relating to or
		affecting creditors’ rights generally, and general equitable principles,
		whether considered in a proceeding in equity or at law.

	  

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


	  

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

	  

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

	  

	 Section 3.6          Accounts


	  

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


	  

	 Section 3.7          Intellectual
		Property

	  

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

	  

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

	  

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

	  

	 (d)  There
		are no judgments or settlements to be paid by such Grantor relating to the
		Material Intellectual Property in an aggregate amount of $5,000,000 or more
		and

	 
		 
	 

	 
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	 no
		claims relating to the Material Intellectual Property which could reasonably be
		expected to adversely affect the net revenues of the Company and its
		Subsidiaries, taken as a whole, by $5,000,000 or more in the
		aggregate.
 

	  Section 3.8          Deposit
		Accounts; Securities Accounts

	  

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


	  Section 3.9          Commercial
		Tort Claims

	  

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


	  ARTICLE
		IV          COVENANTS

	  

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


	  Section 4.1          Generally


	  

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


	  Section 4.2          Maintenance
		of Perfected Security Interest; Further
		Documentation

	  

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

	 
		 
	 

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

	  

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


	 Section 4.3          Changes
		in Locations, Name, Etc.

	  

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

	  

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

	  

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

	  

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

	  

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

	  

	 
		 
	 

	 
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		Section 4.4          Pledged
		Collateral

	 

	  

	 (a)  Such
		Grantor shall (i) deliver to the Collateral Agent, all certificates and
		Instruments representing or evidencing any Pledged Collateral (including
		Additional Pledged Collateral, but excluding any Instrument or Chattel Paper
		that is excluded from the delivery requirements of Section
		4.6),
		whether now existing or hereafter acquired, in suitable form for transfer by
		delivery or, as applicable, accompanied by such Grantor’s endorsement,
		where necessary, or duly executed instruments of transfer or assignment in
		blank, all in form and substance reasonably satisfactory to the Collateral
		Agent, together, in respect of any Additional Pledged Collateral, with a Pledge
		Amendment, an acknowledgment and agreement to a Joinder Agreement duly executed
		by the Grantor, in substantially the form in the form of Annex 2
		(Form
		of Joinder Agreement), or
		such other documentation reasonably acceptable to the Collateral Agent and
		(ii) except as permitted by the Credit Agreements, maintain all other
		Pledged Collateral constituting Investment Property in a Control Account. Such
		Grantor authorizes the Collateral Agent to attach each Pledge Amendment to this
		Agreement. For the purpose of obtaining or preserving the full benefits of this
		Agreement and of the rights and powers herein granted, the Collateral Agent
		shall have the right in its reasonable discretion, at any time (i) upon request
		and if the Company fails to comply with such request, to the extent necessary
		or appropriate to perfect the security interests contemplated herein, and (ii)
		during an Event of Default, without notice to the Grantor, to transfer to or to
		register in its name or in the name of its nominees any Pledged Collateral. The
		Collateral Agent shall have the right at any time to exchange any certificate
		or instrument representing or evidencing any Pledged Collateral for
		certificates or instruments of smaller or larger denominations.

	  

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

	  

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

	 
		 
	 

	 
		18
	 

	 
		 
	 


	 

	 
	 

	 

	 right to
		purchase or exchange for any Stock or other equity Securities of any nature of
		any issuer of Pledged Collateral.

	  

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


	  

	 (e)  In the
		case of each Grantor that is an issuer of Pledged Collateral, such Grantor
		agrees to be bound by the terms of this Agreement relating to the Pledged
		Collateral issued by it and shall comply with such terms insofar as such terms
		are applicable to it. In the case of any Grantor that is a holder of any Stock
		or Stock Equivalent in any Person that is an issuer of Pledged Collateral, such
		Grantor consents to (i) the exercise of the rights granted to the
		Collateral Agent hereunder (including those described in Section 5.3
		(Pledged
		Collateral)), and
		(ii) the pledge by each other Grantor, pursuant to the terms hereof, of
		the Pledged Stock in such Person and, to the extent required in Section
		4.4(a), to the
		transfer of such Pledged Stock to the Collateral Agent or its nominee and to
		the substitution of the Collateral Agent or its nominee as a holder of such
		Pledged Stock with all the rights, powers and duties of other holders of
		Pledged Stock of the same class and, if the Grantor having pledged such Pledged
		Stock hereunder had any right, power or duty at the time of such pledge or at
		the time of such substitution beyond that of such other holders, with all such
		additional rights, powers and duties. Such Grantor agrees to execute and
		deliver to the Collateral Agent such certificates, agreements and other
		documents as may be necessary, in the reasonable judgment of the Company or the
		Collateral Agent, to evidence, formalize or otherwise give effect to the
		consents given in this clause (e).


	  

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


	  Section 4.5           Accounts


	  

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


	  Section 4.6          Delivery
		of Instruments and Chattel Paper

	  

	 If any
		amount in excess of $2,000,000 payable under or in connection with any
		Collateral owned by such Grantor shall be or become evidenced by an Instrument
		or Chattel Paper, such Grantor shall promptly deliver such Instrument or
		Chattel Paper to the Collateral Agent, duly indorsed in a manner reasonably
		satisfactory to the Collateral Agent, or, if consented to by the Collateral
		Agent, shall mark all such Instruments and Chattel Paper with the following
		

	 
		 
	 

	 
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	 legend:
		“This
		writing and the obligations evidenced or secured hereby are subject to the
		security interest of Citicorp USA, Inc., as Collateral Agent for the benefit of
		the Secured Parties”.

	 

	  Section 4.7          Intellectual
		Property

	  

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

	  

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

	  

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

	  

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


	  

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

	  

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

	 
		 
	 

	 
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	 (g)  The
		Grantors shall deliver to the Administrative Agents and the Collateral Agent,
		by each January 31st and July 31st of each year following the date hereof,
		commencing July 31, 2007 (or, if the Term Loan Administrative Agent reasonably
		so requests in writing, more often; provided,
		however, that,
		except during such time as a Default or Event of Default has occurred and is
		continuing, the Term Loan Administrative Agent shall not so request more
		frequently than monthly), an update of Schedule
		5B (Material Intellectual Property),
		listing all of the Material Intellectual Property of the Company and its
		Subsidiaries as of such date and any licensing or franchise agreement with
		respect thereto pursuant to which such Grantor is the licensor or franchisor.
		

	  

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

	  

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

	  

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


	  

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

	 
		 
	 

	 
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	  Section 4.8          Vehicles


	  

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


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

	  

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


	  Section 4.10          Insurance


	  

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


	  Section 4.11          Notice
		of Commercial Tort Claims 


	  

	 Such
		Grantor agrees that, if it shall acquire any interest in any Commercial Tort
		Claim (whether from another Person or because such Commercial Tort Claim shall
		have come into existence) in excess of $2,500,000, (i) such Grantor shall,
		promptly upon such acquisition, deliver to the Collateral Agent, in each case
		in form and substance reasonably satisfactory to the Collateral Agent, a notice
		of the existence and nature of such Commercial Tort Claim and deliver a
		supplement to Schedule 7
		(Commercial
		Tort Claims)
		containing a specific description of such Commercial Tort Claim, (ii) the
		provision of Section 2.1
		(Collateral) shall
		apply to such Commercial Tort Claim and (iii) such Grantor shall execute
		and deliver to the Collateral Agent, in each case in form and substance
		reasonably satisfactory to the Collateral Agent, any certificate, agreement and
		other document, and take all other action, deemed by the Collateral Agent to be
		reasonably necessary or appropriate for the Collateral Agent to obtain, on
		behalf of the Term 

	 
		 
	 

	 
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	 Loan
		Secured Parties, a first-priority, perfected security interest in all such
		Commercial Tort Claims, and on behalf of the Multi-Currency Secured Parties, a
		second-priority, perfected security interest in all such Commercial Tort
		Claims. Any supplement to Schedule 7
		(Commercial
		Tort Claims)
		delivered pursuant to this Section 4.11
		(Notice
		of Commercial Tort Claims) shall,
		after the receipt thereof by the Collateral Agent, become part of Schedule 7
		(Commercial
		Tort Claims) for all
		purposes hereunder other than in respect of representations and warranties made
		prior to the date of such receipt.


	  ARTICLE
		V          REMEDIAL PROVISIONS

	 

	  Section 5.1          Code
		and Other Remedies

	  

	 During
		the continuance of an Event of Default, the Collateral Agent may in accordance
		with the terms of the Intercreditor Agreement exercise, in addition to all
		other rights and remedies granted to it in this Agreement and in any other
		instrument or agreement securing, evidencing or relating to the Secured
		Obligations, all rights and remedies of a secured party under the UCC or any
		other applicable law. Without limiting the generality of the foregoing, the
		Collateral Agent, without demand of performance or other demand, presentment,
		protest, advertisement or notice of any kind (except any notice required by law
		referred to below) to or upon any Grantor or any other Person (all and each of
		which demands, defenses, advertisements and notices are hereby waived to the
		extent permitted by applicable law), may in such circumstances forthwith
		collect, receive, appropriate and realize upon any Collateral, and may
		forthwith sell, lease, assign, give option or options to purchase, or otherwise
		dispose of and deliver any Collateral (or contract to do any of the foregoing),
		in one or more parcels at public or private sale or sales, at any exchange,
		broker’s board or office of the Collateral Agent or any Secured Party or
		elsewhere upon such terms and conditions as it may deem advisable and at such
		prices as it may deem best, for cash or on credit or for future delivery
		without assumption of any credit risk. Subject to the terms of the
		Intercreditor Agreement, the Collateral Agent shall have the right upon any
		such public sale or sales, and, to the extent permitted by the UCC and other
		applicable law, upon any such private sale or sales, to purchase the whole or
		any part of the Collateral so sold, free of any right or equity of redemption
		of any Grantor, which right or equity is hereby waived and released. Each
		Grantor further agrees, at the Collateral Agent’s request, to assemble the
		Collateral and make it available to the Collateral Agent at places that the
		Collateral Agent shall reasonably select, whether at such Grantor’s
		premises or elsewhere. The Collateral Agent shall apply the net proceeds of any
		action taken by it pursuant to this Section 5.1, after
		deducting all reasonable costs and expenses of every kind incurred in
		connection therewith or incidental to the care or safekeeping of any Collateral
		or in any way relating to the Collateral or the rights of the Collateral Agent
		and any other Secured Party hereunder, including reasonable attorneys’
		fees and disbursements, to the payment in whole or in part of the Secured
		Obligations, in such order as the Intercreditor Agreement shall prescribe, and
		only after such application and after the payment by the Collateral Agent of
		any other amount required by any provision of law, need the Collateral Agent
		account for the surplus, if any, to any Grantor. To the extent permitted by
		applicable law, each Grantor waives all claims, damages and demands it may
		acquire against the Collateral Agent or any other Secured Party arising out of
		the exercise by them of any rights hereunder. If any notice of a proposed sale
		or other disposition of Collateral shall be required by law, such notice shall
		be deemed reasonable and proper if given at least 10 days before such sale or
		other disposition.

	 
		 
	 

	 
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	  Section 5.2          Accounts
		and Payments in Respect of General Intangibles

	  

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

	  

	 (b)  At the
		Collateral Agent’s request, during the continuance of an Event of Default,
		each Grantor shall deliver to the Collateral Agent all original and other
		documents evidencing, and relating to, the agreements and transactions that
		gave rise to the Accounts or payments in respect of General Intangibles,
		including all original orders, invoices and shipping receipts.

	  

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

	  

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

	  

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

	  

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

	 
		 
	 

	 
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	 take any
		action to enforce any performance or to collect the payment of any amounts that
		may have been assigned to it or to which it may be entitled at any time or
		times.


	  Section 5.3          Pledged
		Collateral

	  

	 (a)  Subject
		to the terms of the Intercreditor Agreement and during the continuance of an
		Event of Default, upon notice by the Collateral Agent to the relevant Grantor
		or Grantors, (i) the Collateral Agent shall have the right to receive any
		Proceeds of the Pledged Collateral and make application thereof to the Secured
		Obligations in the order set forth in the Intercreditor Agreement and
		(ii) the Collateral Agent or its nominee may exercise (A) any voting,
		consent, corporate and other right pertaining to the Pledged Collateral at any
		meeting of shareholders, partners or members, as the case may be, of the
		relevant issuer or issuers of Pledged Collateral or otherwise and (B) any
		right of conversion, exchange and subscription and any other right, privilege
		or option pertaining to the Pledged Collateral as if it were the absolute owner
		thereof (including the right to exchange at its discretion any of the Pledged
		Collateral upon the merger, amalgamation, consolidation, reorganization,
		recapitalization or other fundamental change in the corporate or equivalent
		structure of any issuer of Pledged Collateral, the right to deposit and deliver
		any Pledged Collateral with any committee, depositary, transfer agent,
		registrar or other designated agency upon such terms and conditions as the
		Collateral Agent may determine), all without liability except to account for
		property actually received by it; provided,
		however, that
		the Collateral Agent shall have no duty to any Grantor to exercise any such
		right, privilege or option and shall not be responsible for any failure to do
		so or delay in so doing.

	  

	 (b)  In order
		to permit the Collateral Agent to exercise the voting and other consensual
		rights that it may be entitled to exercise pursuant hereto and to receive all
		dividends and other distributions that it may be entitled to receive hereunder,
		(i) each Grantor shall promptly execute and deliver (or cause to be
		executed and delivered) to the Collateral Agent all such proxies, dividend
		payment orders and other instruments as the Collateral Agent may from time to
		time reasonably request and (ii) without limiting the effect of
		clause (i)
		above,
		such Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote
		all or any part of the Pledged Collateral and to exercise all other rights,
		powers, privileges and remedies to which a holder of the Pledged Collateral
		would be entitled (including giving or withholding written consents of
		shareholders, partners or members, as the case may be, calling special meetings
		of shareholders, partners or members, as the case may be, and voting at such
		meetings), which proxy shall be effective, automatically and without the
		necessity of any action (including any transfer of any Pledged Collateral on
		the record books of the issuer thereof) by any other Person (including the
		issuer of such Pledged Collateral or any officer or agent thereof) only during
		the continuance of an Event of Default and which proxy shall only terminate
		upon the earlier to occur of (x) the termination of such Event of Default and
		(y) the payment in full of the Secured Obligations.

	  

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

	 
		 
	 

	 
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	  Section 5.4          Proceeds
		to be Turned Over To Collateral Agent

	  

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


	  Section 5.5          Registration
		Rights

	  

	 (a)  Each
		Grantor recognizes that the Collateral Agent may be unable to effect a public
		sale of any Pledged Collateral by reason of certain prohibitions contained in
		the Securities Act and applicable state securities laws or otherwise or may
		determine that a public sale is impracticable or not commercially reasonable
		and, accordingly, may resort to one or more private sales thereof to a
		restricted group of purchasers that shall be obliged to agree, among other
		things, to acquire such securities for their own account for investment and not
		with a view to the distribution or resale thereof. Each Grantor acknowledges
		and agrees that any such private sale may result in prices and other terms less
		favorable than if such sale were a public sale and, notwithstanding such
		circumstances, agrees that any such private sale shall be deemed to have been
		made in a commercially reasonable manner. The Collateral Agent shall be under
		no obligation to delay a sale of any Pledged Collateral for the period of time
		necessary to permit the issuer thereof to register such securities for public
		sale under the Securities Act, or under applicable state securities laws, even
		if such issuer would agree to do so.

	  

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


	  Section 5.6          Deficiency


	  

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


	  Section 5.7          Grant
		of License to Use Intellectual Property

	  

	 (a)  Each
		Grantor hereby grants to the Collateral Agent, solely to the extent necessary
		to enable the Collateral Agent to exercise the rights and remedies under this
		Agreement and the other Security Documents, an irrevocable, non-exclusive
		license (exercisable without payment of royalty or other compensation to the
		Grantors) to, during the continuance of an Event 

	 
		 
	 

	 
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		  of
		  Default, use, license or sublicense any Collateral consisting of Intellectual
		  Property, now owned or hereafter acquired by such Grantor and wherever the same
		  may be located, which license shall include reasonable access to all media in
		  which any of the licensed items may be recorded or stored and to all computer
		  software and programs used for the compilation or printout thereof. Each of the
		  parties hereto acknowledges and agrees that (i) any security interest granted
		  to the Collateral Agent or any other Secured Party hereunder or any other
		  Security Document on any Intellectual Property of any Grantor, and the exercise
		  of any rights and remedies (including any sale, transfer or disposal) by the
		  Collateral Agent related thereto, shall be subject to the license granted in
		  the foregoing sentence at all times and (ii) the Collateral Agent may exercise
		  such license for the benefit of any Secured Party (including the Multi-Currency
		  Secured Parties with respect to the sale, transfer or disposal of any
		  Multi-Currency Collateral), regardless of the priority of Liens on any
		  Collateral granted to such Secured Party, in accordance with the Intercreditor
		  Agreement.

		

	 

	  

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

	  

	 ARTICLE VI          THE COLLATERAL AGENT

	  

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


	  

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

	  

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

	  

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

	 
		 
	 

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

	  

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

	  

	 (v)  (A) direct
		any party liable for any payment under any Collateral to make payment of any
		moneys due or to become due thereunder directly to the Collateral Agent or as
		the Collateral Agent shall direct, (B) ask or demand for, collect, and
		receive payment of and receipt for, any moneys, claims and other amounts due or
		to become due at any time in respect of or arising out of any Collateral,
		(C) sign and indorse any invoice, freight or express bill, bill of lading,
		storage or warehouse receipt, draft against debtors, assignment, verification,
		notice and other document in connection with any Collateral, (D) commence
		and prosecute any suit, action or proceeding at law or in equity in any court
		of competent jurisdiction to collect any Collateral and to enforce any other
		right in respect of any Collateral, (E) defend any suit, action or
		proceeding brought against such Grantor with respect to any Collateral,
		(F) settle, compromise or adjust any such suit, action or proceeding and,
		in connection therewith, give such discharges or releases as the Collateral
		Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark
		(along with the goodwill of the business to which any such Trademark pertains)
		throughout the world for such term or terms, on such conditions, and in such
		manner as the Collateral Agent shall in its sole discretion determine,
		including the execution and filing of any document necessary to effectuate or
		record such assignment and (H) generally, sell, transfer, pledge and make
		any agreement with respect to or otherwise deal with any Collateral as fully
		and completely as though the Collateral Agent were the absolute owner thereof
		for all purposes, and do, at the Collateral Agent’s option and such
		Grantor’s expense, at any time, or from time to time, all acts and things
		that the Collateral Agent deems necessary to protect, preserve or realize upon
		the Collateral and the Collateral Agent’s and the other Secured
		Parties’ security interests therein and to effect the intent of this
		Agreement, all as fully and effectively as such Grantor might do.

	  

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

	  

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

	  

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

	  

	 
		
		  (d)  Each
		  Grantor hereby ratifies all that said attorneys shall lawfully do or cause to
		  be done by virtue hereof. All powers, authorizations and agencies contained in
		  this 
		

	 

	 
		 
	 

	 
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		Agreement
		are coupled with an interest and are irrevocable until this Agreement is
		terminated and the security interests created hereby are released.
	 

	 Section 6.2          Duty
		of Collateral Agent

	  

	 The
		Collateral Agent’s sole duty with respect to the custody, safekeeping and
		physical preservation of the Collateral in its possession shall be to deal with
		it in the same manner as the Collateral Agent deals with similar property for
		its own account. Neither the Collateral Agent, any other Secured Party nor any
		of their respective officers, directors, employees or agents shall be liable
		for failure to demand, collect or realize upon any Collateral or for any delay
		in doing so or shall be under any obligation to sell or otherwise dispose of
		any Collateral upon the request of any Grantor or any other Person or to take
		any other action whatsoever with regard to any Collateral. The powers conferred
		on the Collateral Agent hereunder are solely to protect the Collateral
		Agent’s interest in the Collateral and shall not impose any duty upon the
		Collateral Agent or any other Secured Party to exercise any such powers. The
		Collateral Agent and the other Secured Parties shall be accountable only for
		amounts that they actually receive as a result of the exercise of such powers,
		and neither they nor any of their respective officers, directors, employees or
		agents shall be responsible to any Grantor for any act or failure to act
		hereunder, except for their own gross negligence or willful
		misconduct.

	  

	 Section 6.3          Authorization
		of Financing Statements

	  

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

	  

	 Section 6.4          Authority
		of Collateral Agent

	  

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

	 
		 
	 

	 
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	 ARTICLE VII          MISCELLANEOUS

	  

	 Section 7.1          Amendments
		in Writing

	  

	 None of
		the terms or provisions of this Agreement may be waived, amended, supplemented
		or otherwise modified unless the same (i) shall be in writing signed by each
		Grantor, the Collateral Agent and each Administrative Agent and (ii) shall have
		been approved by the Required Secured Parties pursuant to Section
		14.1 of each
		Credit Agreement; provided,
		however, that
		this Agreement may be supplemented in accordance with the terms of this
		Agreement (but no existing provisions may be modified and no Collateral may be
		released) through Pledge Amendments and Joinder Agreements, in substantially
		the form of Annex 1(Form
		of Pledge Amendment) and
		Annex 2
		(Form
		of Joinder Agreement)
		respectively, in each case duly executed by the Collateral Agent and each
		Grantor directly affected thereby in accordance with Section
		10.11 (Additional Stock Pledges) or
		Section
		10.12 (Additional Collateral) of the
		Credit Agreements.

	  

	 Section 7.2          Notices


	  

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

	  

	 Section 7.3         No
		Waiver by Course of Conduct; Cumulative
		Remedies

	  

	 Neither
		the Collateral Agent nor any other Secured Party shall by any act (except by a
		written instrument pursuant to Section 7.1
		(Amendments
		in Writing)),
		delay, indulgence, omission or otherwise be deemed to have waived any right or
		remedy hereunder or to have acquiesced in any Default or Event of Default. No
		failure to exercise, nor any delay in exercising, on the part of the Collateral
		Agent or any other Secured Party, any right, power or privilege hereunder shall
		operate as a waiver thereof. No single or partial exercise of any right, power
		or privilege hereunder shall preclude any other or further exercise thereof or
		the exercise of any other right, power or privilege. A waiver by the Collateral
		Agent or any other Secured Party of any right or remedy hereunder on any one
		occasion shall not be construed as a bar to any right or remedy that the
		Collateral Agent or such other Secured Party would otherwise have on any future
		occasion. The rights and remedies herein provided are cumulative, may be
		exercised singly or concurrently and are not exclusive of any other rights or
		remedies provided by law.

	  

	 Section 7.4         Amendment
		and Restatement; Effectiveness

	  

	 (a)  This
		Agreement shall not become effective until the Closing Date.

	  

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

	 
		 
	 

	 
		30
	 

	 
		 
	 


	 

	 
	 

	 

	  

	 (c)  The
		terms and conditions of this Agreement and the Agents’ and the
		Lenders’ rights and remedies under this Agreement and the other Loan
		Documents shall apply to (i) all of the Multi-Currency Payment Obligations and
		all obligations of the Grantors incurred under the Multi-Currency Loan
		Documents and (ii) all of the Term Loan Payment Obligations and all obligations
		of the Grantors incurred under the Term Loan Documents.

	  

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

	  

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

	  

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

	  

	 Section 7.5         Successors
		and Assigns

	  

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

	  

	 Section 7.6         Counterparts


	  

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

	  

	 Section 7.7         Severability


	 
		
		  Any
		  provision of this Agreement that is prohibited or unenforceable in any
		  jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
		  such prohibition or 
		

	 

	 
		 
	 

	 
		31
	 

	 
		 
	 


	 

	 
	 

	 

	 
		unenforceability
		without invalidating the remaining provisions hereof, and any such prohibition
		or unenforceability in any jurisdiction shall not invalidate or render
		unenforceable such provision in any other jurisdiction.
	 

	 Section 7.8         Section
		Headings

	  

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

	  

	 Section 7.9         Entire
		Agreement

	  

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

	  

	 Section 7.10         Governing
		Law

	  

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

	  

	 Section 7.11         Additional
		Grantors

	  

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

	  

	 Section 7.12         Release
		of Collateral

	  

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

	 
		
		  (b)  If the
		  Collateral Agent shall be directed or permitted pursuant to Section 9.1 of the
		  Intercreditor Agreement to release any Lien created hereby upon any Collateral
		  (including any Collateral sold or disposed of by any Grantor in a transaction
		  permitted by the Credit Agreements), such Collateral shall be released from the
		  Lien created hereby to the extent provided under, and subject to the terms and
		  conditions set forth in, Section 9.1 of the
		  Intercreditor Agreement (and, upon such release, shall no longer constitute
		  “Collateral”
		  under the Loan Documents). In connection therewith, the Collateral Agent, at
		  the request and sole expense of the Company, shall execute and deliver to the
		  Company all releases or other documents, 
		

	 

	 
		 
	 

	 
		32
	 

	 
		 
	 


	 

	 
	 

	 

	 
		including,
		without limitation, UCC termination statements, reasonably necessary or
		desirable for the release of the Lien created hereby on such Collateral. At the
		request and sole expense of the Company, a Grantor (and its Subsidiaries) shall
		be released from its obligations hereunder and the Lien granted by such Grantor
		(and its Subsidiaries) on the Collateral pursuant to this Agreement shall be
		released in the event that all the capital stock of such Grantor shall be sold
		or disposed to the extent permitted by the Credit Agreements; provided,
		however, that
		the Company shall have delivered to the Collateral Agent, at least ten Business
		Days (or such shorter period reasonably acceptable to the Collateral Agent)
		prior to the date of the proposed release, a written request for release
		identifying the relevant Grantor and the terms of the sale or other disposition
		in reasonable detail, including the price thereof and any expenses in
		connection therewith, together with a certification by the Company in form and
		substance reasonably satisfactory to the Collateral Agent stating that such
		transaction is in compliance with the Credit Agreements and the other Loan
		Documents.
	 

	 Section 7.13         Reinstatement


	  

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

	  

	 [SIGNATURE
		PAGES
		FOLLOW]


	 
		 
	 

	 
		33
	 

	 
		 
	 


	 

	 
	 

	 

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

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  REVLON CONSUMER PRODUCTS CORPORATION,
 as
				  Grantor
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				   
 By:
				

			 	
				
				  /s/ Michael T. Sheehan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Michael T. Sheehan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Senior Vice President, Deputy
				  General Counsel and Assistant Secretary
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  REVLON, INC.,

				  as Grantor
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				   
 By:
				

			 	
				
				  /s/ Michael T. Sheehan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Michael T. Sheehan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Senior Vice President, Deputy
				  General Counsel and Assistant Secretary
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  ALMAY, INC.,

				  as Grantor
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				   
 By:
				

			 	
				
				  /s/ Michael T. Sheehan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Michael T. Sheehan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Vice President and Assistant
				  Secretary
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  CHARLES OF THE RITZ GROUP LTD.,

				  as Grantor
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				   
 By:
				

			 	
				
				  /s/ Michael T. Sheehan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Michael T. Sheehan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Vice President and Assistant
				  Secretary
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  CHARLES REVSON INC.,

				  as Grantor
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				   
 By:
				

			 	
				
				  /s/ Michael T. Sheehan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Michael T. Sheehan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Vice President and Assistant
				  Secretary
				

			 

 

	 
		[SIGNATURE PAGE TO AMENDED AND
		RESTATED
		PLEDGE
		AND SECURITY AGREEMENT]
	 

	 
		 
	 

	 
		 
	 

	 
		 
	 


	 

	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  COSMETICS & MORE INC.,

				  as Grantor
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				   
 By:
				

			 	
				
				  /s/ Michael T. Sheehan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Michael T. Sheehan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Vice President and Assistant
				  Secretary
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  NORTH AMERICA REVSALE INC.,

				  as Grantor
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				   
 By:
				

			 	
				
				  /s/ Michael T. Sheehan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Michael T. Sheehan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Vice President and Assistant
				  Secretary
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  PPI TWO CORPORATION,
 as
				  Grantor
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				   
 By:
				

			 	
				
				  /s/ Michael T. Sheehan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Michael T. Sheehan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Vice President and Assistant
				  Secretary
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  REVLON CONSUMER CORP.,

				  as Grantor
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				   
 By:
				

			 	
				
				  /s/ Michael T. Sheehan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Michael T. Sheehan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Vice President and Assistant
				  Secretary
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  REVLON DEVELOPMENT CORP.,
 as
				  Grantor
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				   
 By:
				

			 	
				
				  /s/ Michael T. Sheehan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Michael T. Sheehan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Vice President and Assistant
				  Secretary
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  REVLON GOVERNMENT SALES, INC.,

				  as Grantor
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				   
 By:
				

			 	
				
				  /s/ Michael T.
				  Sheehan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Michael T. Sheehan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Vice President and Assistant
				  Secretary
				

			 

 

	 
		[SIGNATURE PAGE TO AMENDED AND
		RESTATED
		PLEDGE
		AND SECURITY AGREEMENT]
	 

	 
		 
	 

	 
		 
	 

	 
		 
	 


	 

	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  REVLON INTERNATIONAL CORPORATION,
 as
				  Grantor
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				   
 By:
				

			 	
				
				  /s/ Michael T. Sheehan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Michael T. Sheehan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Vice President and Assistant
				  Secretary
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  REVLON PRODUCTS CORP.,

				  as Grantor
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				   
 By:
				

			 	
				
				  /s/ Michael T. Sheehan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Michael T. Sheehan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Vice President and Assistant
				  Secretary
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  REVLON REAL ESTATE CORPORATION,
 as
				  Grantor
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				   
 By:
				

			 	
				
				  /s/ Michael T. Sheehan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Michael T. Sheehan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Vice President and Assistant
				  Secretary
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  RIROS CORPORATION,
 as
				  Grantor
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				   
 By:
				

			 	
				
				  /s/ Michael T. Sheehan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Michael T. Sheehan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Vice President and Assistant
				  Secretary
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  RIROS GROUP INC.,

				  as Grantor
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				   
 By:
				

			 	
				
				  /s/ Michael T. Sheehan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Michael T. Sheehan
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Vice President and Assistant
				  Secretary
				

			 

 

	 
		[SIGNATURE PAGE TO AMENDED AND
		RESTATED
		PLEDGE
		AND SECURITY AGREEMENT]
	 

	 
		 
	 

	 
		 
	 

	 
		 
	 


	 

	 
	 

	 

	 
		 
	 

	 
			
				
				  ACCEPTED AND AGREED

				  as of the date first above written:

				   
 CITICORP USA, INC.,
 as
				  Collateral Agent
				

			 
	
				
				   

				  By:
				

			 	
				
				  /s/ David Leland
				

			 
	
				
				   
				

			 	
				
				  Name: David Leland
				

			 
	
				
				   
				

			 	
				
				  Title: Vice President
				

			 	
				
				   
				

			 

 

	 
		[SIGNATURE PAGE TO AMENDED AND
		RESTATED
		PLEDGE
		AND SECURITY AGREEMENT]
	 

	 
		 
	 

	 
		 
	 

	 
		 
	 


	 

	 
	 

	 

	 
		ANNEX 1
	 

	 
		TO
	 

	 
		AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT
  

		 
 FORM OF PLEDGE AMENDMENT
	 

	 
		
  
 
	 

	 
		This PLEDGE AMENDMENT, dated as of
		__________ __, 20__, is delivered pursuant to Section 4.4(a)
		(Pledged Collateral) of the Amended and Restated Pledge and Security
		Agreement, dated as of December 20, 2006, by Revlon, Inc., Revlon Consumer
		Products Corporation (the “Company”),
		the [undersigned Grantor and the other ]Subsidiaries of the Company from time
		to time party thereto as Grantors in favor of Citicorp USA, Inc., as collateral
		agent for itself and the other Secured Parties referred to therein (the
		“Pledge and Security
		Agreement”) and the undersigned
		hereby agrees that this Pledge Amendment may be attached to the Pledge and
		Security Agreement and that the Pledged Collateral listed on this Pledge
		Amendment shall be and become part of the Collateral referred to in the Pledge
		and Security Agreement and shall secure all Secured Obligations of the
		undersigned. Capitalized terms used herein but not defined herein are used
		herein with the meaning given them in the Pledge and Security Agreement.
		
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  [GRANTOR]
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				   
 By:
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				   
				

			 

 

	 
		Pledged Stock
	 

	 
		 
	 

	 
			
				
				  ISSUER
				

			 	
				
				   
				

			 	
				
				  CLASS 
				

			 	
				
				   
				

			 	
				
				  CERTIFICATE
 NO(s).
				

			 	
				
				   
				

			 	
				
				  PAR VALUE
				

			 	
				
				   
				

			 	
				
				  NUMBER
 OF
 SHARES,

				  UNITS
				  OR
 INTERESTS
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		Pledged Debt Instruments
	 

	 
		 
	 

	 
			
				
				  ISSUER
				

			 	
				
				   
				

			 	
				
				  DESCRIPTION OF
 DEBT
				

			 	
				
				   
				

			 	
				
				  CERTIFICATE
 NO(s).
				

			 	
				
				   
				

			 	
				
				  FINAL
 MATURITY
				

			 	
				
				   
				

			 	
				
				  PRINCIPAL
 AMOUNT
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		A1-1
	 

	 
		 
	 


	 

	 
	 

	 

	 
		 
	 

	 
			
				
				  ACKNOWLEDGED AND AGREED

				  as of the date first above
				  written:
  

				  CITICORP
				  USA, INC.,

				  as Collateral Agent
				

			 
	
				
				   

				  By:
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  Name: 
				

			 
	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		A1-2
	 

	 
		 
	 


	 

	 
	 

	 

	 
		ANNEX 2
	 

	 
		TO
	 

	 
		AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT
	 

	 
		FORM
		OF
		JOINDER
		AGREEMENT
	 

	 
		This JOINDER AGREEMENT, dated as of _________ __, 20__, is delivered pursuant
		to Section 7.11
		(Additional Grantors) of the Amended and Restated Pledge and Security
		Agreement, dated as of December 20, 2006, by Revlon, Inc., Revlon Consumer
		Products Corporation (the “Company”)
		and the Subsidiaries of the Company listed on the signature pages thereof in
		favor of the Citicorp USA, Inc., as collateral agent for the Secured Parties
		referred to therein (the “Pledge
		and Security Agreement”).
		Capitalized terms used herein but not defined herein are used with the meanings
		given them in the Pledge and Security Agreement.
	 

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

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

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

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

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

	 
		The information set forth in Annex 1-A is
		hereby added to the information set forth in Schedules 1 through 6
		to the Pledge and Security Agreement.
		[By acknowledging and 
	 

	 
		 
	 

	 
		A2-1
	 

	 
		 
	 


	 

	 
	 

	 

	 
		agreeing to this Joinder Agreement, the
		undersigned hereby agree that this Joinder Agreement may be attached to the
		Pledge and Security Agreement and that the Pledged Collateral listed on
		Annex 1-A to this Pledge Amendment shall be and become part of the
		Collateral referred to in the Pledge and Security Agreement and shall secure
		all Secured Obligations of the undersigned.]1
	 

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

	 
		IN WITNESS WHEREOF, the undersigned has
		caused this Joinder Agreement to be duly executed and delivered as of the date
		first above written.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  [ADDITIONAL GRANTOR]
				

			 
	 	 	 	 
	 	 	 	 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 

 
 

	 

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

	 

	 
		A2-2
	 

	 
		 
	 


	 

	 
	 

	 

	 	
			 
				ACKNOWLEDGED AND AGREED

				as of the date first above written:
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				[EACH GRANTOR PLEDGING 
 ADDITIONAL COLLATERAL]
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	 	 	 	 	 
	 	 	 	 	 
	
			 
				By: 
			 

		  	
			 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				Name:
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				Title:
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  


	 
		 
	 

	 
		 
	 

	 
			
				
				  CITICORP USA, INC.,
 as Collateral Agent
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 	 	 
	 	 	 	 	 
	
				
				  By: 
				

			 	
				
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		A2-3
	 

	 
		 
	 


	 

	 
	 

	 

	 
		ANNEX 3
	 

	 
		TO
	 

	 
		AMENDED AND
		RESTATED
		PLEDGE
		AND SECURITY AGREEMENT
	 

	 
		FORM
		OF SHORT FORM INTELLECTUAL
		PROPERTY
		SECURITY
		AGREEMENT2
	 

	 
		[COPYRIGHT][PATENT] [TRADEMARK]
		SECURITY AGREEMENT,
		dated as of _________ __, 20__, by each of the
		entities listed on the signature pages hereof (each a “Grantor”
		and, collectively, the “Grantors”),
		in favor of Citicorp USA, Inc. (“Citicorp”),
		as collateral agent for the Secured Parties (as defined in the Credit
		Agreements referred to below) (in such capacity, the “Collateral Agent”).
	 

	 
		WITNESSETH:
	 

	 
		WHEREAS, the Company, certain of its subsidiaries, the lenders
		(the “Multi-Currency
		Lenders”) and issuing lenders (the
		“Issuing Lenders”) party thereto, Citicorp, as administrative agent
		for the Multi-Currency Lenders and Issuing Lenders (the “Multi-Currency Administrative Agent”), and the Collateral Agent, are parties to the
		Credit Agreement, dated as of July 9, 2004 (as the same may be amended,
		restated, supplemented or otherwise modified from time to time, the
		“Existing 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 the same may be amended,
		restated, supplemented or otherwise modified from time to time, the
		“Term Loan
		Agreement”, and together with the
		Existing Credit Agreement, the “Credit Agreements”);
	 

	 
		WHEREAS, all the Grantors are party to an Amended and Restated
		Pledge and Security Agreement, dated as of December 20, 2006, in favor of the
		Collateral Agent (as the same may be amended, restated, supplemented or
		otherwise modified from time to time, the “Security Agreement”) pursuant to which the Grantors are required to
		execute and deliver this [Copyright] [Patent] [Trademark] Security Agreement;
		
	 

	 
		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 Lenders
		to make their respective extensions of credit to the Company thereunder, each
		Grantor hereby agrees with the Collateral Agent as follows:
	 

	 
		Section 2.
		       Defined Terms
	 

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

	 
 
 

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

	 
		 
	 

	 
		A3-1
	 

	 
		 
	 


	 

	 
	 

	 

	  

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

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

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

	 

	 
		(b)         all
		extensions of the foregoing; and
	 

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

	 
		or
	 

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

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

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

	 
		or
	 

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

	 

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

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

	 
		Section 4.          Security
		Agreement
	 

	 
		The security interests granted pursuant to
		this [Copyright] [Patent] [Trademark] Security Agreement is granted in
		conjunction with the security interest granted to the Collateral Agent pursuant
		to the Security Agreement and each Grantor hereby acknowledges and affirms that
		the rights and remedies of the Collateral Agent with respect to the security
		interest in the [Copyright] [Patent] [Trademark] Collateral made and granted
		hereby are more fully set forth in 
	 

	 
		 
	 

	 
		A3-2
	 

	 
		 
	 


	 

	 
	 

	 

	  

	 
		 
	 

	 
		the Security Agreement, the terms and
		provisions of which are incorporated by reference herein as if fully set forth
		herein.
	 

	 
		[SIGNATURE PAGES FOLLOW]
	 

	 
		 
	 

	 
		A3-3
	 

	 
		 
	 


	 

	 
	 

	 

	 
		 
	 

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

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  [GRANTOR],
 as
				  Grantor
				

			 
	 	 	 	 
	 	 	 	 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 

 

	 
		 
	 

	 
		 
	 

	 
			
				
				  ACCEPTED AND AGREED

				  as of the date first above written:
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  CITICORP
				  USA, INC.,
 as
				  Collateral Agent
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 	 	 
	 	 	 	 	 
	
				
				  By: 
				

			 	
				
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		A3-4
	 

	 
		 
	 


	 

	 
	 

	 

	 
		ACKNOWLEDGMENT OF GRANTOR
	 

	 
		 
	 

	 
			
				
				  STATE
				  OF
				

			 	
				
				   
				

			 	
				
				  )
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  )
				

			 	
				
				  ss.
				

			 
	
				
				  COUNTY
				  OF
				

			 	
				
				   
				

			 	
				
				  )
				

			 	
				
				   
				

			 

 

	 
		 
	 

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

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  Notary Public
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		A3-5
	 

	 
		 
	 


	 

	 
	 

	 

	 
		SCHEDULE I
	 

	 
		TO
	 

	 
		[COPYRIGHT] [PATENT] [TRADEMARK] SECURITY
		AGREEMENT
	 

	 
		[Copyright] [Patent]
		[Trademark] Registrations
	 

	 
			
				
				  [A.
				

			 	
				
				  REGISTERED COPYRIGHTS
				

			 

 

	 
		[Include Copyright Registration Number and Date]
	 

	 
			
				
				  B.
				

			 	
				
				  COPYRIGHT APPLICATIONS
				

			 

 

	 
			
				
				  C.
				

			 	
				
				  COPYRIGHT LICENSES]
				

			 

 

	 
			
				
				  [A.
				

			 	
				
				  REGISTERED PATENTS
				

			 

 

	 
			
				
				  B.
				

			 	
				
				  PATENT APPLICATIONS
				

			 

 

	 
			
				
				  C.
				

			 	
				
				  PATENT LICENSES]
				

			 

 

	 
			
				
				  [A.
				

			 	
				
				  REGISTERED TRADEMARKS
				

			 

 

	 
			
				
				  B.
				

			 	
				
				  TRADEMARK APPLICATIONS
				

			 

 

	 
			
				
				  C.
				

			 	
				
				  TRADEMARK LICENSES]
				

			 

 

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


	 
		 
	 

	 
		A3-6