Exhibit
		4.2

	 AMENDMENT
		NO. 4

	 


	 AMENDMENT
		NO. 4, dated as of December 20, 2006 (this “Amendment”),
		by and among Revlon Consumer Products Corporation (the “Company”),
		Citicorp USA, Inc., as administrative agent for the Term Loan Lenders (in such
		capacity, the “Term
		Loan Administrative Agent”),
		and Citicorp USA, Inc., as administrative agent for the Multi-Currency Lenders
		(in such capacity, the “Multi-Currency
		Administrative Agent”
		and, together with the Term Loan Administrative Agent, the “Administrative
		Agents”).


	  

	 W I T N
		E S S E T H:

	  

	 WHEREAS,
		the Company and the Administrative Agents are parties to that certain Credit
		Agreement, dated as of July 9, 2004 (as amended, supplemented or otherwise
		modified from time to time, the “Credit
		Agreement”),
		among the Company and the Local Borrowing Subsidiaries, as borrowers, the
		Lenders and Issuing Lenders party thereto, the Term Loan Administrative Agent,
		the Multi-Currency Administrative Agent and Citicorp USA, Inc., as collateral
		agent for the Secured Parties (in such capacity, the “Collateral
		Agent”);


	  

	 WHEREAS,
		the Company intends to refinance (the “Refinancing”)
		the Term Loans with proceeds of a $840,000,000 term loan facility pursuant to a
		Term Loan Agreement, dated as of the date hereof (the “New Term
		Loan Agreement”),
		among the Company, the lenders party thereto, Citicorp USA, Inc., as term loan
		administrative agent (in such capacity, the “New
		Term Loan Administrative Agent”),
		the Collateral Agent and the other parties thereto; and

	  

	 WHEREAS,
		in connection with the Refinancing, the Company has requested that the
		Administrative Agents, on behalf of the Lenders, enter into this Amendment to
		amend the Credit Agreement as set forth herein;

	  

	 NOW,
		THEREFORE, in consideration of the foregoing, and for other good and valuable
		consideration, the receipt and sufficiency of which are hereby acknowledged,
		the parties hereto hereby agree as follows:

	  

	 1.  Defined
		Terms.
		Capitalized terms used herein and not otherwise defined herein shall have the
		meanings ascribed to such terms in the Credit Agreement.

	  

	 2.  Amendments.
		Effective as of the Effective Date (as defined below) and subject to the terms
		and conditions set forth herein, the Credit Agreement is hereby amended as
		follows: 

	  

	 (a)  The
		Credit Agreement is hereby amended in its entirety to read as Exhibit
		A
		attached hereto.

	  

	 (b)  Schedule
		8.13 of the Credit Agreement is hereby amended and restated in its entirety as
		set forth on the Annex C attached to this Amendment.

	  

	 (c)  Schedule
		11.6 of the Credit Agreement is hereby amended and restated in its entirety as
		set forth on the Annex D attached to this Amendment.

	  

	 (d)  Exhibit
		J to the Credit Agreement is hereby amended and restated in its entirety as set
		forth on the Annex E attached to this Amendment.

	 
		 
	 

	 
		
	 

	 
		 
	 


	 

	 
	 

	 

	  

	 (e)  Exhibit
		N to the Credit Agreement is hereby amended and restated in its entirety as set
		forth on the Annex F attached to this Amendment.

	  

	 3.  Conditions
		to Effectiveness of this Amendment. This
		Amendment shall become effective as of the date the following conditions
		precedent have been satisfied (the “Effective
		Date”):


	  

	 (a)  The
		Multi-Currency Administrative Agent shall have received (i) this Amendment,
		duly executed and delivered by the Company and the Administrative Agents, (ii)
		the Consent and Affirmation, in the form attached hereto as Annex
		A, duly
		executed and delivered by each of the Guarantors, and (iii) Lender Consents, in
		the form attached hereto as Annex
		B (the
		“Lender
		Consent”),
		duly executed and delivered by Lenders constituting 100% of the Multi-Currency
		Lenders.

	  

	 (b)  The
		Multi-Currency Administrative Agent shall have received reasonably satisfactory
		evidence that (i) all Payment Obligations arising under the Term Loan Facility
		have been Fully Satisfied (including, without limitation, the payment of the
		Prepayment Fee applicable thereto), (ii) the Company shall have received gross
		proceeds under the Term Loan Agreement of at least $840,000,000 and the Term
		Loan Agreement shall be in full force and effect on the Effective Date and
		(iii) the Parent shall have commenced an equity offering of its Class A Common
		Stock with intended gross cash proceeds of at least $100,000,000, such as by
		mailing a prospectus supplement if such equity offering is conducted pursuant
		to a rights offering.

	  

	 (c)  The
		Multi-Currency Administrative Agent shall have received (i) an Amended and
		Restated Intercreditor and Collateral Agency Agreement, duly executed and
		delivered by the Multi-Currency Administrative Agent, the New Term Loan
		Administrative Agent, the Collateral Agent, Revlon and the Company and (ii)
		amendments or amendments and restatements of each of the other Security
		Documents reasonably requested by the Multi-Currency Administrative Agent, duly
		executed and delivered by the Multi-Currency Administrative Agent, the
		Collateral Agent and the applicable Loan Parties.

	  

	 (d)  The
		Multi-Currency Administrative Agent shall have received certified copies of
		resolutions of the Board of Directors of the Company and each Guarantor
		approving the execution, delivery and performance of this Amendment and the
		other documents to be executed in connection herewith.

	  

	 (e)  The
		Multi-Currency Administrative Agent shall have received a favorable opinion of
		Paul, Weiss, Rifkind, Wharton & Garrison LLP, counsel for the Company and
		each Guarantor, addressed to the Multi-Currency Administrative Agent, the
		Collateral Agent, the Lenders and the Issuing Lenders and in form and substance
		reasonably satisfactory to the Multi-Currency Administrative
		Agent.

	  

	 (f)  The
		Multi-Currency Administrative Agent shall have received from the applicable
		title insurance company bring-down endorsements to each of the title insurance
		policies issued pursuant to the terms of the Credit Agreement insuring the
		continued first priority Lien of the Collateral Agent for the benefit of the
		Multi-Currency Secured Parties (as defined in the Pledge and Security
		Agreement) on each of the Mortgaged Properties pursuant to the Mortgages,
		subject only to Customary Permitted Liens, and otherwise in form and substance
		reasonably satisfactory to the Multi-Currency Administrative
		Agent.

	  

	 (g)  The
		Multi-Currency Administrative Agent shall have received a solvency certificate
		from the principal financial officer of the Company, in form and substance
		reasonably satisfactory to the Multi-Currency Administrative
		Agent.

	 
		 
	 

	 
		2
	 

	 
		 
	 


	 

	 
	 

	 

	  

	 (h)  The
		Multi-Currency Administrative Agent shall have received from the Company, for
		the ratable benefit of the Multi-Currency Lenders that have delivered a Lender
		Consent on or prior to 12:00 noon (New York time) on December 14, 2006, an
		amendment fee equal to 0.125% of each such Multi-Currency Lender’s
		Multi-Currency Percentage of the Aggregate Multi-Currency Commitment on the
		Effective Date.

	  

	 (i)  Prior to
		and after giving effect to this Amendment, each of the representations and
		warranties made by any Loan Party in or pursuant to the Loan Documents shall be
		true and correct in all material respects on and as of the date hereof, as if
		made on and as of such date, except to the extent such representations and
		warranties expressly relate to an earlier date, in which case such
		representations and warranties shall be true and correct in all material
		respects as of such earlier date.

	  

	 (j)  No
		Default or Event of Default shall have occurred and be continuing on the date
		hereof prior to or after giving effect to this Amendment.

	  

	 4.  Representations
		and Warranties. The
		Company hereby represents and warrants to the Administrative Agents and the
		Lenders, on and as of the date hereof, both prior to and after giving effect to
		this Amendment, that:

	  

	 (a)  (i) The
		Company has taken all necessary action to authorize the execution, delivery and
		performance of this Amendment, (ii) this Amendment has been duly executed and
		delivered by the Company and (iii) this Amendment is the legal, valid and
		binding obligation of the Company, enforceable against it in accordance with
		its terms, except as enforceability may be limited by applicable bankruptcy,
		insolvency, reorganization, moratorium or similar laws affecting the
		enforcement of creditors’ rights generally and by general equitable
		principles.

	  

	 (b)  Each of
		the representations and warranties made by any Loan Party in or pursuant to the
		Loan Documents is true and correct in all material respects on and as of the
		date hereof, as if made on and as of such date, except to the extent such
		representations and warranties expressly relate to an earlier date, in which
		case such representations and warranties are true and correct in all material
		respects as of such earlier date.

	  

	 (c)  No
		Default or Event of Default has occurred and is continuing.

	  

	 5.  Continuing
		Effect. Except
		as expressly set forth in this Amendment, all of the terms and provisions of
		the Credit Agreement are and shall remain in full force and effect and the
		Company shall continue to be bound by all of such terms and provisions. This
		Amendment is limited to the specific provisions of the Credit Agreement
		specified herein and shall not constitute an amendment of, or an indication of
		the Administrative Agents’ or the Lenders’ willingness to amend or
		waive, any other provisions of the Credit Agreement or the same provisions for
		any other date or purpose.

	  

	 6.  Expenses. The
		Company agrees to pay and reimburse each Administrative Agent for all its
		reasonable out-of-pocket costs and expenses incurred in connection with the
		negotiation, preparation, execution and delivery of this Amendment, and all
		other documents prepared in connection herewith, and the transactions
		contemplated hereby, including, without limitation, reasonable fees and
		disbursements and other charges of counsel to the Administrative
		Agents.

	  

	 7.  Choice
		of Law. This
		Amendment and the rights and obligations of the parties hereto shall be
		governed by, and construed and interpreted in accordance with, the laws of the
		State of New York.

	 
		 
	 

	 
		3
	 

	 
		 
	 


	 

	 
	 

	 

	  

	 8.  Counterparts. This
		Amendment may be executed in any number of counterparts and by different
		parties and separate counterparts, each of which when so executed and
		delivered, shall be deemed an original, and all of which, when taken together,
		shall constitute one and the same instrument. Delivery of an executed
		counterpart of a signature page to this Amendment by facsimile or e-mail shall
		be effective as delivery of a manually executed counterpart of this
		Amendment.

	  

	 9.  Integration. This
		Amendment, together with the other Loan Documents, incorporates all
		negotiations of the parties hereto with respect to the subject matter hereof
		and is the final expression and agreement of the parties hereto with respect to
		the subject matter hereof.

	  

	 10.  Severability. In
		case any provision in this Amendment shall be invalid, illegal or
		unenforceable, such provision shall be severable from the remainder of this
		Amendment and the validity, legality and enforceability of the remaining
		provisions shall not in any way be affected or impaired thereby.

	  

	 11.  Loan
		Document. This
		Amendment is a Loan Document. 

	  

	 12.  Waiver
		of Jury Trial.
		EACH OF
		THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING
		WITH RESPECT TO THIS AMENDMENT AND ANY OTHER LOAN DOCUMENT. 

	  

	 [SIGNATURE PAGES
		FOLLOW]

	 
		 
	 

	 
		4
	 

	 
		 
	 


	 

	 
	 

	 

	  

	 
		
		  IN
		  WITNESS WHEREOF, the parties have entered into this Amendment as of the date
		  first above written.
		

		
		  	
				  
					  
				  

					
				  
					  
				  

					
				  
					 REVLON CONSUMER PRODUCTS
					 CORPORATION
				  

				
	 	 	 	 
	
				  
				  

					
				  
					  
				  

					
				  
					 By: 
				  

					
				  
					 /s/ Robert K. Kretzman
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
				  

				  
 
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Name:
				  

					
				  
					 Robert K. Kretzman
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Title:
				  

					
				  
					 Executive Vice President
Chief Legal Officer and
General
					 Counsel
				  

				

 
 

	  

	 [SIGNATURE PAGE TO AMENDMENT NO. 4]

	 
		 
	 

	 
		 
	 

	 
		 
	 


	 

	 
	 

	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  CITICORP
				  USA, INC., as Term Loan 
 Administrative Agent and Multi-Currency 

				  Administrative Agent
				

			 
	 	 	 	 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  /s/ David Leland
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

				
 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  David Leland
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Vice President
				

			 

 

	  

	 [SIGNATURE PAGE TO AMENDMENT NO. 4]

	 
		 
	 

	 
		 
	 

	 
		 
	 


	 

	 
	 

	 

	 ANNEX
		A

	 


	 CONSENT
		AND AFFIRMATION

	 


	 Each
		Guarantor hereby consents to the Amendment No. 4 (the “Amendment”)
		to which this Consent and Affirmation is attached and agrees that the terms
		thereof shall not affect in any way its obligations and liabilities under the
		Loan Documents (as amended and otherwise expressly modified by the Amendment)
		to which it is a party, all of which obligations and liabilities shall remain
		in full force and effect and each of which is hereby reaffirmed. 

	 


	 Consented
		to and agreed as of

	 the date
		of the Amendment:

	 


	 REVLON,
		INC.

	 REVLON
		CONSUMER PRODUCTS CORPORATION

	 ALMAY,
		INC.

	 CHARLES
		OF THE RITZ GROUP LTD.

	 CHARLES
		REVSON INC.

	 COSMETICS
		& MORE INC.

	 NORTH
		AMERICA REVSALE INC.

	 PPI TWO
		CORPORATION

	 REVLON
		CONSUMER CORP.

	 REVLON
		DEVELOPMENT CORP.

	 REVLON
		GOVERNMENT SALES, INC.

	 REVLON
		INTERNATIONAL CORPORATION

	 REVLON
		PRODUCTS CORP.

	 REVLON
		REAL ESTATE CORPORATION

	 RIROS
		CORPORATION

	 RIROS
		GROUP INC.

	 


	 


	 By:
		________________________      

	 Name:


	 Title:


	 
		 
	 

	 
		 
	 

	 
		 
	 


	 

	 
	 

	 

	 ANNEX
		B

	 


	 LENDER
		CONSENT

	 


	 Reference
		is made to the Credit Agreement, dated as of July 9, 2004 (as amended,
		supplemented or otherwise modified from time to time, the “Credit
		Agreement”),
		among Revlon Consumer Products Corporation and the Local Borrowing
		Subsidiaries, as borrowers, the Lenders and Issuing Lenders party thereto,
		Citicorp USA, Inc., as administrative agent for the Term Loan Lenders (in such
		capacity, the “Term
		Loan Administrative Agent”),
		Citicorp USA, Inc., as administrative agent for the Multi-Currency Lenders (in
		such capacity, the “Multi-Currency
		Administrative Agent”
		and, together with the Term Loan Administrative Agent, the “Administrative
		Agents”),
		and Citicorp USA, Inc., as collateral agent for the Secured Parties. Unless
		otherwise defined herein, capitalized terms used herein and defined in the
		Credit Agreement are used herein as therein defined. 

	 


	 The
		Company has requested that the Lenders consent to an amendment to the Credit
		Agreement on the terms described in the Amendment No. 4 (the “Amendment”)
		to which this Lender Consent is attached. 

	 


	 Pursuant
		to Section
		14.1 (Amendments
		and Waivers) of the
		Credit Agreement, the undersigned Lender hereby consents to the amendments of,
		and modifications to, the Credit Agreement contained in the Amendment and
		authorizes the applicable Administrative Agent to execute the Amendment on its
		behalf.

	 


	 


	 Consented
		to and agreed as of

	 the date
		of the Amendment:

	 


	 _____________________________

		[NAME OF LENDER] 

	 


	 By:
		__________________________     

	 Name:


	 Title:


	 
		 
	 

	 
		 
	 

	 
		 
	 


	 

	 
	 

	 

	 ANNEX
		C

	 


	 SCHEDULE
		8.13

	 
		 
	 

	 
		 
	 

	 
		 
	 


	 

	 
	 

	 

	 ANNEX
		D

	 


	 SCHEDULE
		11.6

	 
		 
	 

	 
		 
	 

	 
		 
	 


	 

	 
	 

	 

	 ANNEX
		E

	 


	 EXHIBIT
		J

	 
		 
	 

	 
		 
	 

	 
		 
	 


	 

	 
	 

	 

	 ANNEX
		F

	 


	 EXHIBIT
		N

	 
		 
	 

	 
		 
	 

	 
		 
	 


	 






  
 
	 
		EXHIBIT
		  A
 

	 $960,000,000


	  

	 
		CREDIT
		  AGREEMENT

		

	  

	 Dated
		as of July
		9, 2004


	  

	 among


	  

	 
		REVLON
		  CONSUMER
		  PRODUCTS
		  CORPORATION

		

	 and


	 
		CERTAIN
		  LOCAL
		  BORROWING
		  SUBSIDIARIES

		

	 as
		Borrowers

	  

	 and


	  

	 
		THE
		  LENDERS
		  AND ISSUING
		  LENDERS
		  PARTY
		  HERETO


		 
 

	 and


	  


	 
		CITICORP
		  USA, INC.

		

	 as
		Term Loan Administrative Agent

	  

	 and


	  

	 CITICORP
		USA,
		INC.


	 as
		Multi-Currency Administrative Agent

	  

	 and


	  

	 CITICORP
		USA,
		INC.


	 as
		Collateral Agent

	  

	 *
		* * 


	  

	 UBS
		SECURITIES
		LLC

	 as
		Syndication Agent

	  

	 and


	  

	 
		CITIGROUP
		  GLOBAL
		  MARKETS
		  INC.

		

	 as
		Sole Lead Arranger and Sole Bookrunner

	  

	 
		WEIL,
		  GOTSHAL
		  & MANGES
		  LLP

		767
		  FIFTH
		  AVENUE


		NEW
		  YORK,
		  NEW
		  YORK
		  10153-0119
 

	 
		 

		
		   
		

		
		   
		

		
		   
		


		

		
 
		 

		TABLE
		  OF CONTENTS

		 

		
		  	 	 	 	 	
				  PAGE 

				  
	 	 	 	 	
				  
 
	
				  ARTICLE
					 I
 	
				  DEFINITIONS

				  	 	
				  1

				  
	
				  Section
					 1.1
 	 	
				  Defined
					 Terms
 	 	
				  1

				  
	
				  Section
					 1.2
 	 	
				  Other
					 Definitional Provisions
 	 	
				  52

				  
	
				  ARTICLE
					 II
 	
				  AMOUNTS
					 AND TERMS OF TERM LOAN COMMITMENT
 	 	
				  52

				  
	
				  Section
					 2.1
 	 	
				  Term
					 Loan Commitments
 	 	
				  52

				  
	
				  Section
					 2.2
 	 	
				  Obligations
					 of the Company
 	 	
				  53

				  
	
				  Section
					 2.3
 	 	
				  Procedure
					 for Borrowing Term Loans
 	 	
				  53

				  
	
				  Section
					 2.4
 	 	
				  Amortization
					 of Term Loans
 	 	
				  54

				  
	
				  Section
					 2.5
 	 	
				  Use of
					 Proceeds of Term Loans
 	 	
				  55

				  
	
				  ARTICLE
					 III
 	
				  AMOUNT
					 AND TERMS OF REVOLVING CREDIT SUB-FACILITY
 	 	
				  56

				  
	
				  Section
					 3.1
 	 	
				  Revolving
					 Credit Commitments
 	 	
				  56

				  
	
				  Section
					 3.2
 	 	
				  Obligations
					 of Company
 	 	
				  57

				  
	
				  Section
					 3.3
 	 	
				  Procedure
					 for Borrowing Revolving Credit Loans
 	 	
				  57

				  
	
				  Section
					 3.4
 	 	
				  Use of
					 Proceeds of Revolving Credit Loans
 	 	
				  58

				  
	
				  ARTICLE
					 IV
 	
				  AMOUNT
					 AND TERMS OF SWING LINE SUB-FACILITY
 	 	
				  58

				  
	
				  Section
					 4.1
 	 	
				  Swing
					 Line Commitments
 	 	
				  58

				  
	
				  Section
					 4.2
 	 	
				  Participations

				  	 	
				  60

				  
	
				  Section
					 4.3
 	 	
				  Use of
					 Proceeds of Swing Line Loans
 	 	
				  60

				  
	
				  ARTICLE
					 V
 	
				  AMOUNT
					 AND TERMS OF LETTER OF CREDIT SUB-FACILITY
 	 	
				  60

				  
	
				  Section
					 5.1
 	 	
				  Letters
					 of Credit Facility
 	 	
				  60

				  
	
				  Section
					 5.2
 	 	
				  Procedure
					 for Issuance of Letters of Credit
 	 	
				  61

				  
	
				  Section
					 5.3
 	 	
				  L/C
					 Participations
 	 	
				  62

				  
	
				  Section
					 5.4
 	 	
				  L/C
					 Reimbursement Obligation of the Company
 	 	
				  63

				  
	
				  Section
					 5.5
 	 	
				  Obligations
					 Absolute
 	 	
				  63

				  
	
				  Section
					 5.6
 	 	
				  Letter
					 of Credit Payments
 	 	
				  63

				  
	
				  Section
					 5.7
 	 	
				  Application

				  	 	
				  63

				  
	
				  Section
					 5.8
 	 	
				  Cash
					 Collateral for Letters of Credit
 	 	
				  64

				  
	
				  Section
					 5.9
 	 	
				  Existing
					 Letters of Credit
 	 	
				  64

				  
	
				  ARTICLE
					 VI
 	
				  AMOUNT
					 AND TERMS OF LOCAL LOAN SUB-FACILITY
 	 	
				  64

				  
	
				  Section
					 6.1
 	 	
				  Local
					 Loan Commitments
 	 	
				  64

				  
	
				  Section
					 6.2
 	 	
				  Obligations
					 of Local Borrowers
 	 	
				  65

				  
	
				  Section
					 6.3
 	 	
				  Procedure
					 for Borrowing Local Loans
 	 	
				  65

				  


		  
			  
		  

		  
			 i
		  

		  
			  
		  


		  

		  
		  

		  

		  TABLE
			 OF CONTENTS
 (continued)

		   

		  	 	 	 	 	
				  PAGE 

	 	 	 	 	
 
	
				  Section
					 6.4
 	 	
				  Currency
					 Conversion and Contingent Funding Agreement
 	 	
				  67

				  
	
				  Section
					 6.5
 	 	
				  Designation
					 of Additional Denomination Currencies
 	 	
				  69

				  
	
				  Section
					 6.6
 	 	
				  Re-Allocation
					 of Currency Sublimits
 	 	
				  70

				  
	
				  Section
					 6.7
 	 	
				  Resignation
					 or Removal of a Local Fronting Lender
 	 	
				  71

				  
	
				  Section
					 6.8
 	 	
				  Reports

				  	 	
				  72

				  
	
				  Section
					 6.9
 	 	
				  Bankers’
					 Acceptances
 	 	
				  73

				  
	
				  Section
					 6.10
 	 	
				  Use of
					 Proceeds of Local Loans and Acceptances
 	 	
				  74

				  
	
				  ARTICLE
					 VII
 	
				  PROVISIONS
					 RELATING TO CERTAIN EXTENSIONS OF CREDIT; FEES AND PAYMENT
 	 	
				  74

				  
	
				  Section
					 7.1
 	 	
				  Voluntary
					 Termination or Reduction of Aggregate Multi-Currency Commitment

				  	 	
				  74

				  
	
				  Section
					 7.2
 	 	
				  Optional
					 Prepayments
 	 	
				  74

				  
	
				  Section
					 7.3
 	 	
				  Mandatory
					 Prepayments and Commitment Reductions
 	 	
				  75

				  
	
				  Section
					 7.4
 	 	
				  Application
					 of Payments and Commitment Reductions
 	 	
				  78

				  
	
				  Section
					 7.5
 	 	
				  Interest
					 Rate and Payment Dates; Risk Participation Fees; Local Administrative
					 Fee
 	 	
				  79

				  
	
				  Section
					 7.6
 	 	
				  Letter
					 of Credit Fees, Commissions and Other Charges
 	 	
				  81

				  
	
				  Section
					 7.7
 	 	
				  Conversion
					 Options, Minimum Tranches and Maximum Interest Periods
 	 	
				  81

				  
	
				  Section
					 7.8
 	 	
				  Inability
					 to Determine Interest Rate
 	 	
				  83

				  
	
				  Section
					 7.9
 	 	
				  Illegality

				  	 	
				  84

				  
	
				  Section
					 7.10
 	 	
				  Requirements
					 of Law; Changes of Law
 	 	
				  85

				  
	
				  Section
					 7.11
 	 	
				  Indemnity

				  	 	
				  87

				  
	
				  Section
					 7.12
 	 	
				  Taxes

				  	 	
				  87

				  
	
				  Section
					 7.13
 	 	
				  Commitment
					 Fee
 	 	
				  90

				  
	
				  Section
					 7.14
 	 	
				  Computation
					 of Interest and Fees
 	 	
				  90

				  
	
				  Section
					 7.15
 	 	
				  Pro Rata
					 Treatment and Payments
 	 	
				  91

				  
	
				  Section
					 7.16
 	 	
				  Interest
					 Act (Canada)
 	 	
				  94

				  
	
				  ARTICLE
					 VIII
 	
				  REPRESENTATIONS
					 AND WARRANTIES
 	 	
				  94

				  
	
				  Section
					 8.1
 	 	
				  Corporate
					 Existence
 	 	
				  95

				  
	
				  Section
					 8.2
 	 	
				  Corporate
					 Power
 	 	
				  95

				  
	
				  Section
					 8.3
 	 	
				  No Legal
					 Bar to Loans
 	 	
				  95

				  
	
				  Section
					 8.4
 	 	
				  No
					 Material Litigation
 	 	
				  96

				  


		  
			  
		  

		  
			 ii
		  

		  
			  
		  


		  

		  
		  

		  

		  TABLE
			 OF CONTENTS
 (continued)

		   

		  	 	 	 	 	
				  PAGE 

	 	 	 	 	
 
	
				  Section
					 8.5
 	 	
				  No
					 Default
 	 	
				  96

				  
	
				  Section
					 8.6
 	 	
				  Ownership
					 of Properties; Liens
 	 	
				  96

				  
	
				  Section
					 8.7
 	 	
				  Taxes

				  	 	
				  96

				  
	
				  Section
					 8.8
 	 	
				  ERISA

				  	 	
				  97

				  
	
				  Section
					 8.9
 	 	
				  Financial
					 Condition
 	 	
				  97

				  
	
				  Section
					 8.10
 	 	
				  No
					 Change
 	 	
				  98

				  
	
				  Section
					 8.11
 	 	
				  Federal
					 Regulations
 	 	
				  98

				  
	
				  Section
					 8.12
 	 	
				  Investment
					 Company Act; PUHCA
 	 	
				  98

				  
	
				  Section
					 8.13
 	 	
				  Matters
					 Relating to Subsidiaries
 	 	
				  98

				  
	
				  Section
					 8.14
 	 	
				  Mortgages

				  	 	
				  99

				  
	
				  Section
					 8.15
 	 	
				  Solvency

				  	 	
				  99

				  
	
				  Section
					 8.16
 	 	
				  Environmental
					 Matters
 	 	
				  99

				  
	
				  Section
					 8.17
 	 	
				  Models

				  	 	
				  100

				  
	
				  Section
					 8.18
 	 	
				  Disclosure

				  	 	
				  100

				  
	
				  Section
					 8.19
 	 	
				  Senior
					 Indebtedness
 	 	
				  101

				  
	
				  Section
					 8.20
 	 	
				  Regulation
					 H
 	 	
				  101

				  
	
				  Section
					 8.21
 	 	
				  Affiliate
					 Obligations
 	 	
				  101

				  
	
				  Section
					 8.22
 	 	
				  Indebtedness
					 Owing to Affiliates
 	 	
				  101

				  
	
				  ARTICLE
					 IX
 	
				  CONDITIONS
					 PRECEDENT
 	 	
				  101

				  
	
				  Section
					 9.1
 	 	
				  Conditions
					 to Initial Extensions of Credit
 	 	
				  101

				  
	
				  Section
					 9.2
 	 	
				  Conditions
					 to Each Extension of Credit
 	 	
				  106

				  
	
				  Section
					 9.3
 	 	
				  Conditions
					 to Each Facilities Increase
 	 	
				  107

				  
	
				  ARTICLE
					 X
 	
				  AFFIRMATIVE
					 COVENANTS
 	 	
				  108

				  
	
				  Section
					 10.1
 	 	
				  Financial
					 Statements
 	 	
				  108

				  
	
				  Section
					 10.2
 	 	
				  Certificates;
					 Other Information
 	 	
				  109

				  
	
				  Section
					 10.3
 	 	
				  Payment
					 of Obligations
 	 	
				  110

				  
	
				  Section
					 10.4
 	 	
				  Conduct
					 of Business and Maintenance of Existence
 	 	
				  110

				  
	
				  Section
					 10.5
 	 	
				  Maintenance
					 of Property; Insurance
 	 	
				  110

				  
	
				  Section
					 10.6
 	 	
				  Inspection
					 of Property; Books and Records; Discussions
 	 	
				  110

				  
	
				  Section
					 10.7
 	 	
				  Notices

				  	 	
				  111

				  
	
				  Section
					 10.8
 	 	
				  Maintenance
					 of Corporate Identity
 	 	
				  112

				  
	
				  Section
					 10.9
 	 	
				  Environmental
					 Laws
 	 	
				  112

				  


		  
			  
		  

		  
			 iii
		  

		  
			  
		  


		  

		  
		  

		  

		  TABLE
			 OF CONTENTS
 (continued)

		   

		  	 	 	 	 	
				  PAGE 

	 	 	 	 	
 
	
				  Section
					 10.10
 	 	
				  Additional
					 Guaranties
 	 	
				  112

				  
	
				  Section
					 10.11
 	 	
				  Additional
					 Stock Pledges
 	 	
				  113

				  
	
				  Section
					 10.12
 	 	
				  Additional
					 Collateral
 	 	
				  114

				  
	
				  Section
					 10.13
 	 	
				  Asset
					 Transfers
 	 	
				  114

				  
	
				  Section
					 10.14
 	 	
				  Intellectual
					 Property
 	 	
				  114

				  
	
				  Section
					 10.15
 	 	
				  Additional
					 Mortgages
 	 	
				  117

				  
	
				  Section
					 10.16
 	 	
				  Post-Closing
					 Matters
 	 	
				  117

				  
	
				  Section
					 10.17
 	 	
				  Borrowing
					 Base Determination
 	 	
				  117

				  
	
				  Section
					 10.18
 	 	
				  Tax
					 Reporting
 	 	
				  118

				  
	
				  Section
					 10.19
 	 	
				  Control
					 Accounts; Approved Deposit Accounts
 	 	
				  118

				  
	
				  Section
					 10.20
 	 	
				  Landlord
					 Waiver and Bailee’s Letters
 	 	
				  119

				  
	
				  ARTICLE
					 XI
 	
				  NEGATIVE
					 COVENANTS
 	 	
				  119

				  
	
				  Section
					 11.1
 	 	
				  Financial
					 Covenants
 	 	
				  119

				  
	
				  Section
					 11.2
 	 	
				  Indebtedness

				  	 	
				  120

				  
	
				  Section
					 11.3
 	 	
				  Limitation
					 on Liens
 	 	
				  123

				  
	
				  Section
					 11.4
 	 	
				  Limitation
					 on Contingent Obligations
 	 	
				  126

				  
	
				  Section
					 11.5
 	 	
				  Limitation
					 on Fundamental Changes
 	 	
				  126

				  
	
				  Section
					 11.6
 	 	
				  Limitation
					 on Sale of Assets
 	 	
				  127

				  
	
				  Section
					 11.7
 	 	
				  Limitation
					 on Restricted Payments
 	 	
				  128

				  
	
				  Section
					 11.8
 	 	
				  Limitation
					 on Investments
 	 	
				  129

				  
	
				  Section
					 11.9
 	 	
				  Limitation
					 on Payments on Account of Debt; Synthetic Purchase Agreements

				  	 	
				  131

				  
	
				  Section
					 11.10
 	 	
				  Limitation
					 on Transactions with Affiliates
 	 	
				  132

				  
	
				  Section
					 11.11
 	 	
				  Hazardous
					 Materials
 	 	
				  132

				  
	
				  Section
					 11.12
 	 	
				  Accounting
					 Changes
 	 	
				  132

				  
	
				  Section
					 11.13
 	 	
				  Limitation
					 on Negative Pledge Clauses
 	 	
				  133

				  
	
				  Section
					 11.14
 	 	
				  Amendment
					 of Company Tax Sharing Agreement
 	 	
				  133

				  
	
				  Section
					 11.15
 	 	
				  Limitations
					 on Restrictions on Subsidiary Distributions
 	 	
				  133

				  
	
				  Section
					 11.16
 	 	
				  Limitation
					 on Activities of RPH
 	 	
				  133

				  
	
				  Section
					 11.17
 	 	
				  Prohibition
					 on Speculative Hedging Transactions
 	 	
				  134

				  
	
				  ARTICLE
					 XII
 	
				  EVENTS
					 OF DEFAULT
 	 	
				  134

				  
	
				  Section
					 12.1
 	 	
				  Events
					 of Default
 	 	
				  134

				  


		  
			  
		  

		  
			 iv
		  

		  
			  
		  


		  

		  
		  

		  

		  TABLE
			 OF CONTENTS
 (continued)

		   

		  	 	 	 	 	
				  PAGE 

	 	 	 	 	
 
	
				  Section
					 12.2
 	 	
				  Right to
					 Cure
 	 	
				  139

				  
	
				  ARTICLE
					 XIII
 	
				  THE
					 AGENTS
 	 	
				  139

				  
	
				  Section
					 13.1
 	 	
				  Authorization
					 and Action
 	 	
				  139

				  
	
				  Section
					 13.2
 	 	
				  Agents’
					 Reliance, Etc
 	 	
				  141

				  
	
				  Section
					 13.3
 	 	
				  Posting
					 of Approved Electronic Communications
 	 	
				  141

				  
	
				  Section
					 13.4
 	 	
				  The
					 Agents Individually
 	 	
				  142

				  
	
				  Section
					 13.5
 	 	
				  Lender
					 Credit Decision
 	 	
				  142

				  
	
				  Section
					 13.6
 	 	
				  Indemnification

				  	 	
				  143

				  
	
				  Section
					 13.7
 	 	
				  Successor
					 Agent
 	 	
				  143

				  
	
				  Section
					 13.8
 	 	
				  Concerning
					 the Collateral and the Security Documents
 	 	
				  144

				  
	
				  ARTICLE
					 XIV
 	
				  MISCELLANEOUS

				  	 	
				  145

				  
	
				  Section
					 14.1
 	 	
				  Amendments
					 and Waivers
 	 	
				  145

				  
	
				  Section
					 14.2
 	 	
				  Notices

				  	 	
				  148

				  
	
				  Section
					 14.3
 	 	
				  No
					 Waiver; Cumulative Remedies
 	 	
				  149

				  
	
				  Section
					 14.4
 	 	
				  Survival
					 of Representations and Warranties
 	 	
				  149

				  
	
				  Section
					 14.5
 	 	
				  Payment
					 of Expenses
 	 	
				  150

				  
	
				  Section
					 14.6
 	 	
				  Assignments
					 and Participations; Binding Effect
 	 	
				  150

				  
	
				  Section
					 14.7
 	 	
				  Adjustments;
					 Set-off
 	 	
				  154

				  
	
				  Section
					 14.8
 	 	
				  Delegation
					 by each Local Borrowing Subsidiary
 	 	
				  156

				  
	
				  Section
					 14.9
 	 	
				  Judgment

				  	 	
				  156

				  
	
				  Section
					 14.10
 	 	
				  Intercreditor
					 Agreement
 	 	
				  156

				  
	
				  Section
					 14.11
 	 	
				  Severability;
					 Conflicts
 	 	
				  157

				  
	
				  Section
					 14.12
 	 	
				  Counterparts;
					 Confidentiality
 	 	
				  157

				  
	
				  Section
					 14.13
 	 	
				  Submission
					 To Jurisdiction; Waivers
 	 	
				  157

				  
	
				  Section
					 14.14
 	 	
				  Acknowledgements

				  	 	
				  158

				  
	
				  Section
					 14.15
 	 	
				  USA
					 PATRIOT Act
 	 	
				  159

				  
	
				  Section
					 14.16
 	 	
				  Governing
					 Law
 	 	
				  159

				  
	
				  Section
					 14.17
 	 	
				  Indemnities

				  	 	
				  159

				  
	
				  Section
					 14.18
 	 	
				  Limitation
					 of Liability
 	 	
				  160

				  

 

		
		   
		

		
		  v
		

		
		   
		


		

		
		

		

		TABLE
		  OF CONTENTS
 (continued)

		 

		
		  	 	 	
				  PAGE 

	 	 	
 
	
				  Schedules

				  	 
	 	 
	
				  Schedule
					 I
 	
				  Lenders;
					 Addresses for Notices
 
	
				  Schedule
					 II
 	
				  Commitments

				  
	
				  Schedule
					 III
 	
				  Borrowers,
					 Denomination Currencies; Currency Sublimits; Maximum Sublimits; Local Fronting
					 Lenders
 
	
				  Schedule
					 IV
 	
				  Borrowing
					 Base Definitions
 
	
				  Schedule
					 1.1
 	
				  Existing
					 Eligible Obligations
 
	
				  Schedule
					 5.9
 	
				  Existing
					 Letters of Credit
 
	
				  Schedule
					 6.3
 	
				  Existing
					 Local Loans
 
	
				  Schedule
					 8.13
 	
				  Subsidiaries
					 of the Company; Subsidiaries Scheduled for Dissolution
 
	
				  Schedule
					 8.16
 	
				  Environmental
					 Matters
 
	
				  Schedule
					 9.1(d)
 	
				  Mortgages

				  
	
				  Schedule
					 9.1(h)(iv)
 	
				  Domestic
					 Local Counsel
 
	
				  Schedule
					 9.1(h)(v)
 	
				  International
					 Local Counsel
 
	
				  Schedule
					 10.16
 	
				  Post-Closing
					 Matters
 
	
				  Schedule
					 11.3
 	
				  Liens

				  
	
				  Schedule
					 11.4
 	
				  Contingent
					 Obligations
 
	
				  Schedule
					 11.6
 	
				  Disposition
					 Assets
 
	 	 
	
				  Exhibits

				  	 
	 	 
	
				  Exhibit
					 A
 	
				  Form of
					 Term Loan Note
 
	
				  Exhibit
					 B
 	
				  Form of
					 Revolving Credit Note
 
	
				  Exhibit
					 C
 	
				  Form of
					 Borrowing Base Certificate
 
	
				  Exhibit
					 D
 	
				  Form of
					 Intercreditor Agreement
 
	
				  Exhibit
					 E
 	
				  Form of
					 Guaranty
 
	
				  Exhibit
					 F
 	
				  Form of
					 Pledge and Security Agreement
 
	
				  Exhibit
					 G
 	
				  Form of
					 Mortgage
 
	
				  Exhibit
					 H-1
 	
				  Form of
					 Notice of Borrowing
 
	
				  Exhibit
					 H-2
 	
				  Form of
					 Application
 
	
				  Exhibit
					 H-3
 	
				  Form of
					 Swing Line Loan Request
 
	
				  Exhibit
					 I
 	
				  Form of
					 Notice of Conversion or Continuation
 
	
				  Exhibit
					 J
 	
				  Form of
					 Affiliate Subordination Letter
 
	
				  Exhibit
					 K-1
 	
				  Form of
					 Opinion of Paul, Weiss, Rifkind,
 
	 	
				  Wharton
					 & Garrison LLP
 
	
				  Exhibit
					 K-2
 	
				  Form of
					 Opinion of Executive Vice President and
 
	 	
				  General
					 Counsel of the Company
 
	
				  Exhibit
					 K-3
 	
				  Form of
					 Opinion of Weil, Gotshal & Manges LLP
 
	
				  Exhibit
					 L
 	
				  Form of
					 Assignment and Acceptance
 
	
				  Exhibit
					 M
 	
				  Form of
					 Compliance Certificate
 
	
				  Exhibit
					 N
 	
				  Form of
					 Capital Contribution Note
 
	
				  Exhibit
					 O-1
 	
				  Form of
					 Local Borrowing Subsidiary Joinder Agreement
 
	
				  Exhibit
					 O-2
 	
				  Form of
					 Local Fronting Lender Joinder Agreement
 
	
				  Exhibit
					 P-1
 	
				  Form of
					 Local Loan Statement
 
	
				  Exhibit
					 P-2
 	
				  Form of
					 Interest Allocation Statement (Local Loans)
 
	
				  Exhibit
					 Q
 	
				  Form of
					 U.S. Tax Compliance Certificate
 
	
				  Exhibit
					 R
 	
				  Form of
					 Solvency Certificate
 

 

		

		
		

		

		 
 

	 
		CREDIT
		  AGREEMENT, dated as
		  of July 9, 2004, among Revlon
		  Consumer Products Corporation, a
		  Delaware corporation (the “Company”),
		  the Local Borrowing Subsidiaries (as defined below) from time to time parties
		  hereto, the Lenders (as defined below), the Issuing Lenders (as defined below),
		  Citicorp
		  USA, Inc.
		  (“Citicorp”),
		  as collateral agent for the Secured Parties (as defined below) (in such
		  capacity, the “Collateral
		  Agent”),
		  Citicorp, as
		  administrative agent for the Term Loan Lenders (as defined below) (in such
		  capacity, the “Term
		  Loan Administrative Agent”),
		  and Citicorp, as
		  administrative agent for the Multi-Currency Lenders (as defined below) and the
		  Issuing Lenders (in such capacity, the “Multi-Currency
		  Administrative Agent”).

		

	  

	 WITNESSETH:

	 


		WHEREAS, the
		  Company has requested that the Lenders and Issuing Lenders make available for
		  the purposes specified in this Agreement a senior secured revolving credit and
		  letter of credit facility and a senior secured term loan facility;
		  and
 

	  

	 WHEREAS, the
		Lenders and Issuing Lenders are willing to make available to the Company such
		revolving credit and letter of credit facility and term loan facility upon the
		terms and subject to the conditions set forth herein;

	  

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

	  

	 ARTICLE
		I

	 


	 DEFINITIONS


	  

	 Section
		1.1   Defined
		Terms.  
		As used in this Agreement, the following terms shall have the following
		respective meanings (such definitions to be equally applicable to the singular
		and plural forms thereof):

	  

	 “Acceptances”
		shall have the meaning assigned to such term in Section
		6.9(a).


	  

	 “Account”
		shall have the meaning assigned to such term in the UCC.

	  

	 “Account
		Debtor”
		shall have the meaning assigned to such term in the UCC.

	  

	 “Act”
		shall have the meaning assigned to such term in Section
		9.1(q).


	  

	 “Administrative
		Agents”
		shall mean the collective reference to the Term Loan Administrative Agent and
		the Multi-Currency Administrative Agent; individually, an “Administrative
		Agent”.


	  

	 “Affected
		Loan”
		shall have the meaning assigned to such term in Section
		7.8(a).


	  

	 “Affiliate”
		of any Person shall mean any other Person (other than a Subsidiary or a
		Permitted Joint Venture) which, directly or indirectly, is in control of, is
		controlled by, or is under common control with, the first Person. For purposes
		of this definition, a Person shall be deemed to be “controlled
		by”
		another Person if such other Person possesses, directly or indirectly, power
		either to (a) vote 12.5% or more of the securities having ordinary voting power
		for the election of directors of such first Person or (b)

	  

	 
		 
	 

	 
		 
	 

	 
		 
	 


	 

	 
	 

	 

	  

	 direct
		or cause the direction of the management and policies of such first Person
		whether by contract or otherwise.

	  

	 “Affiliate
		Subordination Letter”
		shall mean the collective reference to each Letter Agreement, to be executed
		and delivered pursuant hereto, in each case by each Affiliate of the Company
		(other than officers and directors of the Company) which from time to time
		holds any Indebtedness of the Company or any of its Subsidiaries (other than
		(i) trade credit in the ordinary course of business, (ii) any Capital
		Contribution Note, (iii) any M&F Loan, (iv) any Indebtedness permitted
		under Section
		11.2(o) or (v)
		any Indebtedness of the Company or any of its Subsidiaries of a class that is
		publicly held or issued pursuant to a Rule 144A offering, including
		Indebtedness issued pursuant to an Indenture), substantially in the form of
		Exhibit
		J, as the
		same may be amended, supplemented or otherwise modified from time to
		time.

	  

	 “Agent
		Affiliates”
		shall have the meaning assigned to such term in Section
		13.3(c).


	  

	 “Agents”
		shall mean the collective reference to the Administrative Agents and the
		Collateral Agent; individually, an “Agent”.


	  

	 “Aggregate
		Actual Outstanding Multi-Currency Extensions of Credit”
		shall mean, at any time, the amount equal to the sum of (a) the aggregate
		principal amount then outstanding of the Revolving Credit Loans, (b) the
		aggregate principal amount then outstanding of Swing Line Loans, (c) the
		Equivalent in Dollars of the aggregate amount then outstanding of L/C
		Obligations, (d) the aggregate principal amount then outstanding of Local Loans
		which are denominated in Dollars, (e) the Equivalent in Dollars of the
		aggregate principal amount then outstanding of Local Loans which are
		denominated in Denomination Currencies and (f) the Equivalent in Dollars of the
		aggregate undiscounted face amount then outstanding of
		Acceptances.

	  

	 “Aggregate
		Commitment”
		shall mean, at any date, the sum of (a) the sum of (i) the Aggregate Term Loan
		Commitment then in effect (if any) and (ii) the aggregate principal amount of
		Term Loans then outstanding and (b) the Aggregate Multi-Currency Commitment
		then in effect (or, if no Aggregate Multi-Currency Commitment is then in
		effect, the Aggregate Outstanding Multi-Currency Extensions of Credit then
		outstanding).

	  

	 “Aggregate
		Currency Sublimit”
		shall mean $30,000,000.

	  

	 “Aggregate
		Multi-Currency Commitment”
		shall mean, at any time, the aggregate amount of the Multi-Currency Commitments
		of all Multi-Currency Lenders then in effect. The original amount of the
		Aggregate Multi-Currency Commitments is $160,000,000, as such amount may be
		reduced from time to time pursuant to the terms of this Agreement and as such
		amount may be increased from time to time as part of any Facilities
		Increase.

	  

	 “Aggregate
		Outstanding Multi-Currency Extensions of Credit”
		shall mean, at any time, the amount equal to the sum of (a) the aggregate
		principal amount then outstanding of Revolving Credit Loans, (b) the aggregate
		principal amount then outstanding of Swing Line Loans, (c) the Equivalent in
		Dollars of the aggregate amount then outstanding of L/C Obligations, (d) the
		aggregate principal amount then outstanding of Local Loans which are
		denominated in Dollars, (e) the Equivalent in Dollars of 105% of the aggregate
		principal amount then outstanding of the Local Loans 

	 
		 

		
		   
		

		
		  2
		

		
		   
		


		

		
		

		

		 
 

	 which
		are denominated in Denomination Currencies and (f) (i) the aggregate
		undiscounted face amount then outstanding of the Acceptances which are
		denominated in Dollars and (ii) the Equivalent in Dollars of 105% of the
		aggregate undiscounted face amount then outstanding of the Acceptances which
		are denominated in Denomination Currencies.

	  

	 “Aggregate
		Term Loan Commitment”
		shall mean, at any time, the aggregate amount of the Term Loan Commitments of
		all Term Loan Lenders then in effect. The original amount of the Aggregate Term
		Loan Commitment is $800,000,000.

	  

	 “Agreement”
		shall mean this Credit Agreement, as the same may be amended, amended and
		restated, supplemented or otherwise modified from time to time.

	  

	 “Alternate
		Base Rate”
		for any day shall mean a rate per annum (rounded upwards, if necessary, to the
		next 1/16th of 1%) equal to the greater of (a) the rate of interest announced
		publicly by Citibank, N.A. in New York, New York, from time to time, as its
		base rate and (b) the Federal Funds Effective Rate in effect on such day plus
		1/2 of 1%; provided,
		however, that,
		with respect to any Local Loan which is denominated in Dollars and with respect
		to which the Multi-Currency Lenders have not been requested to purchase a
		participating interest pursuant to Section
		6.4(a),
		“Alternate
		Base Rate”
		shall mean the rate of interest from time to time publicly announced by the
		relevant Local Fronting Lender as its base rate (or its equivalent thereof) for
		loans denominated in Dollars at the principal lending office of such Local
		Fronting Lender in the local jurisdiction for the Denomination Currency
		applicable to it (or such other rate as may be mutually agreed between the
		relevant Borrower and the relevant Local Fronting Lender as reflecting the Cost
		of Funds to such Local Fronting Lender for the Local Loans to which such rate
		is applicable).

	  

	 “Alternate
		Base Rate Loans”
		shall mean the Dollar Loans hereunder at such time as such Dollar Loans are
		made and/or being maintained at a rate of interest based upon the Alternate
		Base Rate.

	  

	 “Amendment
		No. 2”
		shall mean the Amendment No. 2, dated as of July 28, 2006, by and among the
		Company, the Term Loan Administrative Agent and the Multi-Currency
		Administrative Agent, to this Agreement.

	  

	 “Amendment
		No. 2 Effective Date”
		shall mean the Effective Date (as defined in Amendment No. 2).

	  

	 “Amendment
		No. 4”
		shall mean the Amendment No. 4, dated as of December 20, 2006, by and among the
		Company, the Term Loan Administrative Agent and the Multi-Currency
		Administrative Agent, to this Agreement.

	  

	 “Amendment
		No. 4 Effective Date”
		shall mean the Effective Date (as defined in Amendment No. 4).

	  

	 “Annual
		Net Proceeds”
		shall have the meaning assigned to such term in Section
		7.3(e).


	  

	 
		
		   
		

		
		  3
		

		
		   
		


		

		
		

		

		 
 

	 “Applicable
		Margin”
		shall mean with respect to Revolving Credit Loans, Swing Line Loans, Local
		Loans and Acceptances maintained as (i) Alternate Base Rate Loans, a rate equal
		to 1.00% per annum and (ii) Eurodollar Loans, Eurocurrency Loans or Local Rate
		Loans, a rate equal to 2.00% per annum.

	  

	 “Application”
		shall mean an application, in substantially the form of Exhibit
		H-2 or in
		such other form as the Issuing Lender for the Letter of Credit requested
		thereby may specify from time to time, requesting such Issuing Lender to open
		such Letter of Credit.

	  

	 “Appraisal”
		shall mean each Initial Appraisal and each Updated Appraisal.

	  

	 “Approved
		Deposit Account”
		shall mean a Deposit Account that is the subject of an effective Deposit
		Account Control Agreement and that is maintained by any Loan Party with a
		Deposit Account Bank. “Approved
		Deposit Account”
		includes all monies on deposit in a Deposit Account and all certificates and
		instruments, if any, representing or evidencing such Deposit
		Account.

	  

	 “Approved
		Electronic Communications”
		shall mean each notice, demand, communication, information, document and other
		material that any Loan Party is obligated to, or otherwise chooses to, provide
		to the Administrative Agents pursuant to any Loan Document or the transactions
		contemplated therein, including (a) any supplement to the Guaranty, any joinder
		to the Pledge and Security Agreement and any other written Contractual
		Obligation delivered or required to be delivered in respect of any Loan
		Document or the transactions contemplated therein and (b) any financial and
		other report, notice, request, certificate and other information material;
		provided,
		however, that,
		“Approved
		Electronic Communication”
		shall exclude (x) any Notice of Borrowing, Application, Swing Line Loan
		Request, Facilities Increase Notice, Notice of Conversion or Continuation, and
		any other notice, demand, communication, information, document and other
		material relating to a request for a new, or a conversion of an existing, Loan,
		(ii) any notice pursuant to Section
		7.2 or
		7.3 and any
		other notice relating to the payment of any principal or other amount due under
		any Loan Document prior to the scheduled date therefor, (iii) any notice of any
		Default or Event of Default (including any Notice of Actionable Default) and
		(iv) any notice, demand, communication, information, document and other
		material required to be delivered to satisfy any of the conditions set forth in
		Article
		IX or
		Section
		5.2 or any
		other condition to any borrowing or other extension of credit hereunder or any
		condition precedent to the effectiveness of this Agreement.

	  

	 “Approved
		Electronic Platform”
		shall have the meaning specified in Section 13.3(a).

	  

	 “Approved
		Securities Intermediary”
		shall mean a Securities Intermediary or Commodity Intermediary selected by a
		Loan Party and reasonably satisfactory to the Multi-Currency Administrative
		Agent.

	  

	 “Arranger”
		shall mean Citigroup Global Markets Inc., as sole lead arranger and sole
		bookrunner.

	  

	 “Assignment
		and Acceptance”
		shall mean an Assignment and Acceptance, substantially in the form of
		Exhibit
		L.


	 
		 

		
		   
		

		
		  4
		

		
		   
		


		

		
		

		

		 
 

	 “Availability
		Reserve”
		shall mean, as of five Business Days after the date of written notice of any
		determination thereof to the Company by the Multi-Currency Administrative Agent
		(which notice shall include a reasonable description of the basis for such
		determination), such amounts as the Multi-Currency Administrative Agent may
		from time to time establish against the Multi-Currency Facility, in the
		Multi-Currency Administrative Agent’s sole discretion exercised reasonably
		and in accordance with customary business practices for comparable asset-based
		transactions, in order to (a) preserve the value of the Multi-Currency Facility
		Collateral or the Collateral Agent’s Lien thereon or (b) provide for the
		payment of unanticipated liabilities of any Loan Party affecting the Collateral
		arising after the Closing Date; provided,
		however, that
		no such Availability Reserve will be established with respect to such matters
		that have already been taken into account in the calculation of the Borrowing
		Base or the determination of any Eligibility Reserve or Designated Eligible
		Obligations Reserve.

	  

	 “Available
		Multi-Currency Commitment”
		shall mean, at any time, (a) the lesser of (i) the Aggregate Multi-Currency
		Commitment in effect at such time and (ii) the Borrowing Base in effect at such
		time (based on the Borrowing Base Certificate most recently delivered to the
		Multi-Currency Administrative Agent pursuant to Section
		10.17, after
		giving effect to any Eligibility Reserve or Designated Eligible Obligations
		Reserve in effect at such time, whether or not reflected on such Borrowing Base
		Certificate) minus (b) the
		Aggregate Outstanding Multi-Currency Extensions of Credit then outstanding
		minus (c) any
		Availability Reserve in effect at such time.

	  

	 “Bailee’s
		Letter”
		shall mean a letter in form and substance reasonably acceptable to the
		Multi-Currency Administrative Agent and executed by any Person (other than the
		Company or any Subsidiary Guarantor) that is in possession of Inventory or
		Equipment included in the Collateral on behalf of the Company or any Subsidiary
		Guarantor pursuant to which such Person acknowledges, among other things, the
		Collateral Agent’s Lien with respect thereto.

	  

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

	  

	 “benefitted
		Lender”
		shall have the meaning assigned to such term in Section
		14.7(b).


	  

	 “Borrower”
		shall mean the Company or a Local Borrowing Subsidiary, as the context shall
		require; collectively, the “Borrowers”.


	  

	 “Borrowing
		Base”
		shall mean, at any time, the amount equal to:

	  

	 (a) 85% of
		the Equivalent in Dollars of the face amount of all Eligible Receivables
		(calculated net of all finance charges, late fees and other fees that are
		unearned, sales, excise or similar taxes, and credits or allowances granted at
		such time with respect to such Eligible Receivables); plus


	  

	 (b) with
		respect to Eligible Inventory (valued, in each case, at the lower of a
		perpetual inventory at standard cost and market basis), the amount equal to:
		

	  

	 (i) the
		lesser of (A) 100% or (B) the Net Orderly Liquidation Percentage of the
		Equivalent in Dollars of the value of all Eligible Prime Finished Goods;
		plus


	 
		 

		
		   
		

		
		  5
		

		
		   
		


		

		
		

		

		 
 

	 (ii) the
		lesser of (A) 100% or (B) the Net Orderly Liquidation Percentage of the
		Equivalent in Dollars of the value of all Eligible Tote Stores Inventory;
		plus


	  

	 (iii) the
		lesser of (A) 35% or (B) the Net Orderly Liquidation Percentage of the
		Equivalent in Dollars of the value of all Eligible Special Markets Inventory;
		plus 


	  

	 (iv) the
		lesser of (A) 75% or (B) the Net Orderly Liquidation Percentage of the
		Equivalent in Dollars of the value of all Eligible Work-in-Process Inventory;
		plus


	  

	 (v) the
		lesser of (A) 15% or (B) the Net Orderly Liquidation Percentage of the
		Equivalent in Dollars of the value of all Eligible Raw Materials; plus


	  

	 (vi) the
		lesser of (A) 10% or (B) the Net Orderly Liquidation Percentage of the
		Equivalent in Dollars of the value of all Eligible Bulk Inventory; plus


	  

	 (c) the
		lesser of (A) the sum of (1) 75% of the Net Orderly Liquidation Value of
		Eligible Equipment at such time plus (2) 60%
		of the Mortgage Value of Eligible Real Property at such time and (B)
		$40,000,000; minus 


	  

	 (d) any
		Eligibility Reserve in effect at such time; minus 


	  

	 (e) any
		Designated Eligible Obligations Reserve in effect at such time; 

	  

	 provided,
		however, that
		each advance rate percentage set forth above is subject to reduction (or, if
		reduced, increase up to the percentage set forth above) upon five Business Days
		prior written notice to the Company by the Multi-Currency Administrative Agent
		(which notice shall include a reasonable description of the basis for any such
		reduction) in its sole discretion exercised reasonably and in accordance with
		customary business practices for comparable asset-based
		transactions.

	  

	 “Borrowing
		Base Certificate”
		shall mean a certificate of the Company substantially in the form of
		Exhibit
		C
		(Form
		of Borrowing Base Certificate).


	  

	 “Business
		Day”
		shall mean a day other than a Saturday, Sunday or other day on which commercial
		banks in New York, New York (or, in the case of any Local Loan or Acceptance,
		the location of the funding office of the relevant Local Fronting Lender) are
		authorized or required by law to close.

	  

	 “Capital
		Contribution”
		shall mean the receipt by the Company of cash from a source outside of the
		Company and its Subsidiaries which is either (a) recorded as an addition to the
		Company’s stockholders’ equity in accordance with GAAP (whether or
		not in exchange for issuance of equity of the Company to Revlon) or (b) subject
		to the terms and conditions of, and evidenced by, a Capital Contribution
		Note.

	  

	 “Capital
		Contribution Note”
		shall mean any promissory note, substantially in the form of Exhibit
		N, made
		by the Company in favor of any Affiliate thereof evidencing Indebtedness
		permitted pursuant to Section
		11.2(e) of this
		Agreement, as the same may be amended, supplemented or otherwise modified from
		time to time in accordance with the terms hereof.

	 
		 

		
		   
		

		
		  6
		

		
		   
		


		

		
		

		

		 
 

	 “Capital
		Expenditures”
		shall mean, for any period, the amount equal to all expenditures (by the
		expenditure of cash or the incurrence of Indebtedness) made by the Company and
		its Subsidiaries during such period in respect of the purchase or other
		acquisition or improvement of any fixed or capital asset and any other amounts
		which would, in accordance with GAAP, be set forth as capital expenditures or
		purchases of permanent displays on the consolidated statement of cash flows of
		the Company and its Subsidiaries for such period.

	  

	 “Capital
		Lease”
		means, with respect to any Person, any lease of, or other arrangement conveying
		the right to use, property by such Person as lessee that would be accounted for
		as a capital lease on a balance sheet of such Person prepared in conformity
		with GAAP.

	  

	 “Capital
		Lease Obligations”
		means, with respect to any Person, the capitalized amount of all consolidated
		obligations of such Person or any of its Subsidiaries under Capital
		Leases.

	  

	 “Cash
		Collateral Account”
		shall mean any Deposit Account or Securities Account that is (a) established as
		a “Cash
		Collateral Account”
		for the purposes expressly contemplated under the Loan Documents by any Agent
		from time to time to receive cash and Cash Equivalents (or purchase cash or
		Cash Equivalents with funds received) from the Company or its Subsidiaries or
		Persons acting on their behalf pursuant to the Loan Documents, (b) with such
		depositaries and securities intermediaries as the Multi-Currency Administrative
		Agent or the Term Loan Administrative Agent, as applicable, may determine in
		its sole discretion exercised reasonably, (c) in the name of the Multi-Currency
		Administrative Agent or the Term Loan Administrative Agent, as applicable
		(although such account may also have words referring to the Company and the
		account’s purpose), (d) under the control of the Collateral Agent and (e)
		in the case of a Securities Account, with respect to which the Collateral
		Agent, at the direction of the Multi-Currency Administrative Agent or Term Loan
		Administrative Agent, as the case may be, shall be the Entitlement Holder and
		the only Person authorized to give Entitlement Orders with respect thereto;
		provided,
		however, that
		no Cash Collateral Account shall be established in the Commonwealth of
		Australia.

	  

	 “Cash
		Concentration Account”
		shall mean the deposit account no. 3057-3774 at Citibank, N.A. designated the
		“Citicorp
		USA, Inc. F/A/O Revlon Consumer Products Corporation Concentration
		Account”,
		which account shall be under the Collateral Agent’s control.

	  

	 “Cash
		Equivalents”
		shall mean (a) securities with maturities of one year or less from the date of
		acquisition issued or fully guaranteed or insured by the United States federal
		government or any agency thereof, (b) certificates of deposit and eurodollar
		time deposits with maturities of one year or less from the date of acquisition
		and overnight bank deposits of any Lender or any New Term Loan Lender or of any
		commercial bank having capital and surplus in excess of $500,000,000, (c)
		repurchase obligations of any Lender or any New Term Loan Lender or of any
		commercial bank satisfying the requirements of clause
		(b) of this
		definition, having a term of not more than 30 days with respect to securities
		issued or fully guaranteed or insured by the United States federal government,
		(d) commercial paper of a domestic issuer rated at least A-2 by S&P or P-2
		by Moody’s, (e) securities with maturities of one year or less from the
		date of acquisition issued or fully guaranteed by any state, commonwealth or
		territory of the United States or 

	 
		 

		
		   
		

		
		  7
		

		
		   
		


		

		
		

		

		 
 

	 by any
		political subdivision or taxing authority of any such state, commonwealth or
		territory or by any foreign government, the securities of which state,
		commonwealth, territory, political subdivision, taxing authority or foreign
		government (as the case may be) are rated at least A by S&P or A by
		Moody’s, (f) securities with maturities of one year or less from the date
		of acquisition backed by standby letters of credit issued by any Lender or any
		New Term Loan Lender or any commercial bank satisfying the requirements of
		clause
		(b) of this
		definition, (g) shares of money market mutual or similar funds having assets in
		excess of $250,000,000 and which invest exclusively in assets satisfying the
		requirements of clause
		(a) of this
		definition or (h) shares of money market mutual or similar funds having assets
		in excess of $500,000,000 and which invest exclusively in assets satisfying the
		requirements of clauses
		(b) through
		(f) of this
		definition.

	  

	 “Cash
		Interest Expense”
		shall mean, with respect to any Person for any period, the amount set forth
		opposite the caption “interest”
		(or any like caption) under the heading “supplemental
		schedule of cash flow information”
		(or any like heading) in the consolidated financial statements of such Person
		and its Subsidiaries for such period.

	  

	 “Citicorp”
		shall have the meaning specified in the preamble to this
		Agreement.

	  

	 “Closing
		Date”
		shall have the meaning assigned to such term in Section
		9.1.


	  

	 “Code”
		shall mean the Internal Revenue Code of 1986, as hereafter amended from time to
		time.

	  

	 “Collateral”
		shall mean all property and interests in property and proceeds thereof now
		owned or hereafter acquired by any Loan Party in or upon which a Lien is
		granted under any Security Document.

	  

	 “Collateral
		Agent”
		shall have the meaning specified in the preamble to this Agreement, and shall
		include any successor “Collateral
		Agent”
		pursuant to Section
		13.7.


	  

	 “Commercial
		Letter of Credit”
		shall have the meaning assigned to such term in Section
		5.1.


	  

	 “Commitment”
		shall mean the Aggregate Term Loan Commitment or the Aggregate Multi-Currency
		Commitment, as the context shall require; collectively, the “Commitments”.


	  

	 “Commitment
		Fee Rate”
		shall mean 0.30% per
		annum.


	  

	 “Commitment
		Percentage”
		shall mean, as to any Lender, its Term Loan Percentage or its Multi-Currency
		Commitment Percentage as the context shall require.

	  

	 “Commitment
		Period”
		shall mean the period from (and including) the Closing Date to (but not
		including) the earlier of (a) the Multi-Currency Termination Date and (b) the
		date upon which the Aggregate Multi-Currency Commitment is
		terminated.

	  

	 “Commodity
		Account”
		shall have the meaning assigned to such term in the UCC.

	 
		 

		
		   
		

		
		  8
		

		
		   
		


		

		
		

		

		 
 

	 “Commodity
		Intermediary”
		shall have the meaning assigned to such term in the UCC.

	  

	 “Commonly
		Controlled Entity”
		shall mean an entity, whether or not incorporated, which is under common
		control with the Company within the meaning of Section 4001 of ERISA or is part
		of a group which includes the Company and which is treated as a single employer
		under Section 414 of the Code.

	  

	 “Company”
		shall have the meaning assigned to such term in the preamble
		hereto.

	  

	 “Company
		Tax Sharing Agreement”
		shall mean the Tax Sharing Agreement, dated as of March 26, 2004, among Revlon,
		the Company and certain of its Subsidiaries, as amended, supplemented or
		otherwise modified from time to time in accordance with the provisions of
		Section
		11.14.


	  

	 “Consolidated
		Current Assets”
		shall mean, with respect to any Person at any date, in accordance with GAAP,
		the total consolidated current assets on a consolidated balance sheet of such
		Person and its Subsidiaries less any
		cash and Cash Equivalents.

	  

	 “Consolidated
		Current Liabilities”
		shall mean, with respect to any Person at any date, in accordance with GAAP,
		the total current liabilities on a consolidated balance sheet of such Person
		and its Subsidiaries less any
		short-term borrowings and the current portion of any long-term
		Indebtedness.

	  

	 “Consolidated
		Fixed Charge Coverage Ratio”
		shall mean, for any period for the Company and its Subsidiaries on a
		consolidated basis, the ratio of (a) EBITDA for such period, minus Capital
		Expenditures paid in cash during such period (provided,
		however, that,
		for the periods of four consecutive fiscal quarters ended June 30, 2004,
		September 30, 2004 and December 31, 2004, respectively, Capital Expenditures
		paid in cash for purchases of permanent displays by the Company and its
		Subsidiaries shall be deemed to be $50,000,000 for each such period) to (b)
		Cash Interest Expense for such period (provided,
		however, that,
		for the periods of four consecutive fiscal quarters ended September 30, 2004,
		December 31, 2004 and March 31, 2005, respectively, the Cash Interest Expense
		shall be determined on a pro
		forma basis
		as if the Exchange and the refinancing of the Existing Agreement and the
		Designated Senior Secured Notes contemplated by this Agreement had occurred at
		the beginning of each such period).

	  

	 “Consolidated
		Net Income”
		shall mean, for any period, the amount which would be set forth as net income
		on a consolidated statement of operations of the Company and its Subsidiaries
		determined on a consolidated basis in accordance with GAAP for such
		period.

	  

	 “Contingent
		Obligation”
		as to any Person shall mean any obligation of such Person guaranteeing or in
		effect guaranteeing any Indebtedness, leases, dividends, letters of credit or
		other obligations (“primary
		obligations”)
		of any other Person (the “primary
		obligor”)
		in any manner, whether directly or indirectly, including, without limitation,
		any “keep-well”
		or “make-well”
		agreement, guarantee of return on equity or other obligation of such Person,
		whether or not contingent, (a) to purchase any such primary obligation or any
		property constituting direct or indirect security therefor, (b) to advance or
		supply funds (i) for the purchase or payment of any such primary obligation or
		(ii) to maintain working capital or equity capital of the primary obligor or
		otherwise to maintain the net 

	 
		 

		
		   
		

		
		  9
		

		
		   
		


		

		
		

		

		 
 

	 worth or
		solvency of the primary obligor, (c) to purchase, sell or lease property, or to
		purchase or sell securities or services, primarily for the purpose of assuring
		the obligee under any such primary obligation of the ability of the primary
		obligor to make payment of such primary obligation or (d) otherwise to assure
		or hold harmless the obligee under such primary obligation against loss in
		respect thereof.

	  

	 “Continuing
		Director”
		shall mean, during any period of two consecutive years, individuals who at the
		beginning of such period constituted the Board of Directors of the Company
		(together with any new directors whose election by such Board of Directors or
		whose nomination for election by the shareholders of the Company was approved
		by a vote of at least 66-2/3% of the directors of the Company then still in
		office who were either directors at the beginning of such period or whose
		election or nomination for election was previously so approved).

	  

	 “Contractual
		Obligation”
		of any Person shall mean any provision of any material debt security or of any
		material preferred stock or other equity interest issued by such Person or of
		any material indenture, mortgage, agreement, instrument or undertaking to which
		such Person is a party or by which it or any of its material property is
		bound.

	  

	 “Control
		Account”
		shall mean a Securities Account or Commodity Account that is the subject of an
		effective Securities Account Control Agreement and that is maintained by any
		Loan Party with an Approved Securities Intermediary. “Control
		Account”
		includes all Financial Assets held in a Securities Account or a Commodity
		Account and all certificates and instruments, if any, representing or
		evidencing the Financial Assets contained therein.

	  

	 “Copyright”
		shall have the meaning assigned to such term in the Pledge and Security
		Agreement.

	  

	 “Cost
		of Funds”
		shall mean, with respect to any Local Fronting Lender, the rate of interest
		which reflects the cost to such Local Fronting Lender of obtaining funds of the
		type utilized to fund any extension of credit to the relevant Borrower
		hereunder in the local market for the period during which such extension of
		credit is outstanding.

	  

	 “Cross
		Default”
		of any Person shall mean (i) default in the payment of any amount when due
		(whether at maturity or by acceleration) on any of its Indebtedness (other than
		any such default in respect of any Loan, any Note, any Draft or any L/C
		Reimbursement Obligation) or in the payment of any matured Contingent
		Obligation in respect of any Indebtedness of any other Person (except for any
		such payments on account of any such Indebtedness and Contingent Obligations in
		an aggregate principal amount at any one time outstanding of up to $5,000,000
		(or, with respect to any other currency, the Equivalent thereof)), (ii) default
		in the observance or performance of any other agreement or condition relating
		to any such Indebtedness or Contingent Obligation (except for any such
		Indebtedness and Contingent Obligations in an aggregate principal amount at any
		one time outstanding of up to $5,000,000 (or, with respect to any other
		currency, the Equivalent thereof)) or contained in any instrument or agreement
		evidencing, securing or relating thereto, or any other event shall occur or
		condition exist, the effect of which default or other event or condition is to
		cause, or to permit the holder or holders of such Indebtedness or beneficiary
		or beneficiaries of such Contingent Obligation (or a trustee or agent on behalf
		of such holder or holders or beneficiary or beneficiaries) to cause, with the
		giving of notice if required, such Indebtedness to become

	 
		 

		
		   
		

		
		  10
		

		
		   
		


		

		
		

		

		 
 

	 due or
		to be required to be redeemed or repurchased prior to its stated maturity or
		such Contingent Obligation to become payable or (iii) an “Event of
		Default” under and as defined in the New Term Loan Agreement shall occur
		and be continuing.

	  

	 “Cure
		Amount”
		shall have the meaning assigned to such term in Section
		12.2(a).


	  

	 “Cure
		Right”
		shall have the meaning assigned to such term in Section
		12.2(a).


	  

	 “Currency
		Sublimit”
		shall mean, with respect to any Local Fronting Lender, the amount from time to
		time equal to the amount of Dollars set forth under the heading
		“Currency
		Sublimit”
		on Schedule
		III, as the
		same may be or may be deemed to be modified from time to time in accordance
		with the terms of this Agreement; collectively as to all Local Fronting
		Lenders, the “Currency
		Sublimits”.


	  

	 “Customary
		Permitted Liens”
		shall mean Liens permitted by clauses (a) to (e) of Section 11.3.

	  

	 “Default”
		shall mean any of the events specified in Section
		12.1,
		whether or not any requirement for the giving of notice, the lapse of time, or
		both, or any other condition, has been satisfied.

	  

	 “Default
		Rate”
		shall have the meaning assigned to such term in Section
		7.5(e).


	  

	 “Denomination
		Currency”
		shall mean each currency set forth in Schedule
		III, as
		such Schedule
		III may be
		amended, supplemented or otherwise modified from time to time.

	  

	 “Deposit
		Account”
		shall have the meaning assigned to such term in the UCC.

	  

	 “Deposit
		Account Bank”
		shall mean a financial institution selected by a Loan Party and reasonably
		satisfactory to the Multi-Currency Administrative Agent.

	  

	 “Deposit
		Account Control Agreement”
		shall have the meaning assigned to such term in the Pledge and Security
		Agreement.

	  

	 “Deposit
		Requirement”
		shall have the meaning assigned to such term in Section
		5.8(a).


	  

	 “Designated
		Eligible Obligations”
		shall mean, at any time, each of the following that are now or hereafter
		designated by the Company pursuant to Section
		10.1 of the
		Intercreditor Agreement (which designation shall not have been revoked by the
		Company on or prior to such time thereunder) to be secured by the Collateral:
		(i) working capital Indebtedness of any Foreign Subsidiary or a foreign branch
		of a Domestic Subsidiary principally doing business outside of the United
		States permitted under Section
		11.2(d) in an
		aggregate principal amount outstanding not to exceed $30,000,000 at any time
		(and all obligations in respect thereof) and, without duplication, any
		Contingent Obligation of the Company in respect thereof, and obligations in
		respect of any refinancing or replacement of any such working capital
		Indebtedness (including any such working capital indebtedness owing to Citicorp
		or any of its Affiliates and guaranteed by the Company), (ii) obligations of
		the Company or any of its Subsidiaries in respect of Hedging Contracts set
		forth on Schedule
		1.1 and
		secured by the Liens securing the indebtedness under the 

	 
		 

		
		   
		

		
		  11
		

		
		   
		


		

		
		

		

		 
 

	 Existing
		Agreement and outstanding on the Closing Date, (iii) obligations of the Company
		or any of its Subsidiaries in respect of Hedging Contracts provided by a Lender
		or New Term Loan Lender, any affiliate of a Lender or a New Term Loan Lender or
		any other Person reasonably acceptable to the Multi-Currency Administrative
		Agent or the New Term Loan Administrative Agent, as applicable, as the
		administrative agent for those Secured Parties whose Collateral will secure
		such Designated Eligible Obligations on a first priority basis after the
		Closing Date, in each case, to the extent such obligations are permitted under
		this Agreement, and (iv) obligations of the Company or any of its Subsidiaries
		in respect of treasury, depository, overdraft and other cash management
		arrangements maintained with any Lender or New Term Loan Lender, any Affiliate
		of a Lender or New Term Loan Lender or any other Person reasonably acceptable
		to the Multi-Currency Administrative Agent or the New Term Loan Administrative
		Agent, as applicable, as the administrative agent for those Secured Parties
		whose Collateral will secure such Designated Eligible Obligations on a
		first-priority basis, in each case, the holders of which Indebtedness or their
		representatives have received a copy of the Intercreditor Agreement and the
		Pledge and Security Agreement from the Company, prior to, or concurrently with,
		such designation.

	  

	 “Designated
		Eligible Obligations Reserves”
		shall mean as of five Business Days after the date of written notice of any
		determination thereof to the Company by the Multi-Currency Administrative Agent
		(which notice shall include a reasonable description of the basis for such
		determination), such amounts as the Multi-Currency Administrative Agent may
		from time to time establish against the Multi-Currency Facility, in the
		Multi-Currency Administrative Agent’s sole discretion exercised reasonably
		and in accordance with customary business practices for comparable asset-based
		transactions, in respect of Designated Eligible Obligations described in
		clauses
		(i),
		(ii) and
		(iii) of the
		definition thereof and, during a Liquidity Event Period or if an Event of
		Default has occurred and is continuing, clause
		(iv) of the
		definition thereof, in each case, that are secured on a first-priority basis by
		the Multi-Currency Facility Collateral pursuant to the Intercreditor
		Agreement.

	  

	 “Designated
		Multi-Currency Administrative Agent”
		shall mean, (i) until all Payment Obligations arising under the Multi-Currency
		Facility have been Fully Satisfied, the Multi-Currency Administrative Agent and
		(ii) at any time thereafter, the Term Loan Administrative Agent.

	  

	 “Designated
		Senior Secured Indenture”
		shall mean the Indenture, dated as of November 26, 2001, between the Company
		and Wilmington Trust Company, relating to the Designated Senior Secured Notes
		and (b) each instrument, document and agreement delivered in connection
		therewith, as the same has been amended and supplemented through the date
		hereof and may be further amended, supplemented or otherwise modified from time
		to time to the extent permitted by Section
		11.9.


	  

	 “Designated
		Senior Secured Notes”
		shall mean the notes, in an aggregate principal amount not to exceed
		$363,000,000, issued by the Company pursuant to the Designated Senior Secured
		Indenture, as such Designated Senior Secured Notes may be amended, supplemented
		or otherwise modified from time to time to the extent permitted by Section
		11.9.


	  

	 “Designated
		Term Loan Administrative Agent”
		shall mean, (i) until all Payment Obligations arising under the Term Loan
		Facility have been Fully Satisfied, the Term

	 
		  

		
		   
		

		
		  12
		

		
		   
		


		

		
		

		

		 
 

	  Loan
		Administrative Agent and (ii) at any time thereafter, the Multi-Currency
		Administrative Agent.

	  

	 “Disposition
		Asset”
		shall mean any asset, brand or Subsidiary listed on Schedule
		11.6;
		provided,
		however, that
		any such asset, brand or Subsidiary listed on Schedule
		11.6 shall
		cease to constitute a “Disposition
		Asset”
		from and after the date upon which the Company notifies the Administrative
		Agents in writing that such asset, brand or Subsidiary is to cease to
		constitute a “Disposition
		Asset”.


	  

	 “Documentation
		Agent”
		shall mean JPMorgan Chase Bank, N.A., in its capacity as Documentation
		Agent.

	  

	 “Dollar
		Loan”
		shall mean any Loan which is denominated in Dollars; collectively, the
		“Dollar
		Loans”.


	  

	 “Dollars”
		and “$”
		shall mean dollars in lawful currency of the United States of
		America.

	  

	 “Domestic
		Subsidiary”
		shall mean each Subsidiary of the Company that is organized under the laws of a
		state within the United States or the District of Columbia.

	  

	 “Draft”
		shall mean a draft that is (a) in a form customary in the relevant jurisdiction
		for acceptance and discount as a bankers’ acceptance, (b) otherwise
		reasonably acceptable in form and substance to the relevant Local Fronting
		Lender, (c) stated to mature on the date which is 30, 60, 90 or 180 days after
		the date thereof (or such other maturity as is agreeable to the relevant Local
		Fronting Lender, in its sole discretion) and (d) duly completed and executed by
		the relevant Local Borrowing Subsidiary.

	  

	 “EBITDA”
		shall mean, for any period, the amount equal to:

	  

	 (a) Consolidated
		Net Income for such period; 

	  

	 (b) plus
		(to the
		extent deducted in the determination of Consolidated Net Income and without
		duplication) the sum of (i) tax expense on account of such period, (ii)
		Interest Expense (including, without limitation, fees, commissions and other
		charges associated with standby letters of credit and other financing charges)
		for such period, (iii) depreciation and amortization expense for such period,
		(iv) any losses in respect of currency fluctuations for such period, (v) any
		losses in respect of equity earnings for such period, (vi) non-cash write-offs
		in respect of unamortized debt issuance costs, (vii) other non-cash charges
		(excluding, however, any non-cash charge which requires an accrual of, or a
		reserve for, cash disbursements at any time or could reasonably be expected to
		become a cash disbursement at any time), (viii) restructuring charges and other
		non-recurring charges and expenses taken in such period to the extent that such
		other charges and expenses are incurred as a result of the implementation of
		the Company’s growth plan and are recorded in the third or fourth fiscal
		quarter of 2003 in an aggregate amount of $10,000,000, (ix) non-cash charges
		taken by the Company in respect of the issuance of Stock, Stock Equivalents or
		stock appreciation rights of Revlon based on compensation to directors or
		employees of the Company or its Subsidiaries for compensation or for repricing
		of outstanding stock options of such directors or employees, (x) any losses
		from the Specified Dispositions, (xi) any losses from asset sales outside of
		the ordinary course of business permitted to be consummated under this
		Agreement, (xii) non-cash goodwill 

	 
		 

		
		   
		

		
		  13
		

		
		   
		


		

		
		

		

		 
 

	 or asset
		impairment charges for any period after December 31, 2003, (xiii) any losses
		resulting from the satisfaction of Indebtedness prior to the maturity thereof
		in connection with the Exchange and the consummation of the transactions
		contemplated (A) under this Agreement, (B) to occur on the Closing Date and (C)
		any refinancing of Indebtedness permitted under this Agreement, (xiv)
		non-recurring restructuring charges in an aggregate amount not to exceed
		$10,000,000 during the term of this Agreement (specifically identified and
		itemized by the Company at the time taken, whether or not characterized as a
		restructuring charge in accordance with GAAP), (xv) amortization or writeoff of
		fees, charges and other expenses incurred in connection with any proposed
		refinancing of Indebtedness that is not consummated, (xvi) non-recurring
		restructuring charges recorded in the fiscal quarters ending September 30,
		2005, December 31, 2005 and March 31, 2006 (specifically identified and
		itemized by the Company at the time taken, whether or not characterized as a
		restructuring charge in accordance with GAAP) in an aggregate amount not to
		exceed the lesser of (A) $50,000,000 and (B) the cumulative one-time charges
		associated with the restructuring announced by the Company on February 1, 2006
		and the non-recurring costs in the fiscal quarters ending September 30, 2005
		and December 31, 2005 associated with the launch of the Company’s Vital
		Radiance brand and the re-launch of the Almay brand, (xvii) non-recurring
		restructuring charges and returns charges in an aggregate amount with respect
		to all charges under this clause (xvii) not to exceed $25,000,000 during the
		term of this Agreement in respect of organizational realignments and related
		costs and returns costs due to retail space reconfigurations and/or product
		discontinuances (specifically identified and itemized by the Company at the
		time taken, whether or not characterized as a non-recurring or restructuring
		charge in accordance with GAAP), (xviii) non-recurring restructuring charges,
		asset impairment charges, inventory write-offs and returns costs, plus in each
		case related charges, in an aggregate amount with respect to all charges under
		this clause (xviii) not to exceed the lesser of (A) $75,000,000 and (B) the
		actual amount of such charges in connection with the organizational changes
		announced by the Company on September 18, 2006, the restructuring announced by
		the Company on September 25, 2006 and retail space reconfigurations and/or
		product discontinuances associated with the discontinuation of the
		Company’s Vital Radiance brand announced by the Company on September 25,
		2006 (in each case, specifically identified and itemized by the Company at the
		time taken, whether or not characterized as a non-recurring or restructuring
		charge in accordance with GAAP), (xix) non-recurring restructuring charges in
		an aggregate amount not to exceed $20,000,000 during the term of this Agreement
		(specifically identified and itemized by the Company at the time taken, whether
		or not characterized as a restructuring charge in accordance with GAAP), (xx)
		customary costs, fees and expenses (including prepayment premiums) incurred in
		connection with any financing or refinancing transaction entered into by the
		Company or any of its Subsidiaries on or after the Amendment No. 4 Effective
		Date, including, without limitation, in connection with Amendment No. 4, the
		New Term Loan Agreement, the Refinancing and any equity financing, and (xxi)
		for purposes of determining compliance with the covenant in Section
		11.1(b) only,
		the Cure Amount, if any, received by the Company for such period and permitted
		to be included in EBITDA pursuant to Section
		12.2;


	  

	 (c) minus (to the
		extent included in the determination of Consolidated Net Income and without
		duplication) the sum of (i) interest income for such period, (ii) extraordinary
		gains for such period, (iii) any gains in respect of currency fluctuations for
		such period, (iv) any gains in respect of equity earnings for such period, (v)
		any gains from Specified Dispositions, and (vi) any gains from asset sales
		outside of the ordinary course of business;

	 
		 

		
		   
		

		
		  14
		

		
		   
		


		

		
		

		

		 
 

	 provided,
		however, that,
		for purposes of the calculation of the Consolidated Fixed Charge Coverage Ratio
		and the Senior Secured Leverage Ratio, (x) the EBITDA of any Person acquired,
		or the EBITDA attributable to any assets acquired, by the Company or any of its
		Subsidiaries during the relevant calculation period shall be included, on a pro
		forma basis, in the EBITDA of the Company as if such Person or such assets had
		been acquired on the first day of the calculation period and (y) the amount of
		reasonably identifiable and factually supportable cost savings and synergies
		projected by the Company in good faith to be realized in connection with the
		acquisition of any Person or assets referred to in clause (x) above as a result
		of specified actions taken within 12 months of the date such acquisition is
		consummated, net of the amount of actual benefits realized during such period
		from such actions, as specified in a certificate executed by a Responsible
		Officer and delivered to the Administrative Agent, shall be included in the
		EBITDA of the Company on a pro forma basis as though such cost savings and
		synergies had been realized on the first day of the calculation
		period.

	  

	 “8-1/8%
		Senior Notes”
		shall mean the notes in an aggregate principal amount not to exceed
		$116,218,000 issued by the Company pursuant to the 8-1/8% Senior Notes
		Indenture, as such 8-1/8% Senior Notes may be amended, supplemented or
		otherwise modified from time to time to the extent permitted by Section
		11.9.


	  

	 “8-1/8%
		Senior Notes Indenture”
		shall mean the collective reference to (a) the Indenture, dated as of February
		1, 1998, between the Company and U.S. Bank Trust National Association (formerly
		known as First Trust National Association), relating to the 8-1/8% Senior Notes
		and (b) each instrument, document and agreement delivered in connection
		therewith, as each of the foregoing has been amended and supplemented through
		the date hereof and may be further amended, supplemented or otherwise modified
		from time to time to the extent permitted by Section
		11.9.


	  

	 “8-1/8%
		Senior Notes Redemption”
		shall mean the redemption, repurchase, defeasance or repayment by the Company
		of all of the outstanding principal amount of the 8-1/8% Senior Notes with (a)
		proceeds of Capital Contributions (or contributions of 8-1/8% Senior Notes),
		whether or not in exchange for equity, from Revlon, (b) proceeds of
		Indebtedness of the Company that is permitted to be incurred under Section
		11.2(b), (c)
		Excess Cash Flow as permitted under Section
		11.9(c)(iv) or (d)
		funds from other sources acceptable to the Required Lenders.

	  

	 “Eligibility
		Reserves”
		shall mean, effective as of five Business Days after the date of written notice
		of any determination thereof to the Company by the Multi-Currency
		Administrative Agent (which notice shall include a reasonable description of
		the basis for such determination), such amounts as the Multi-Currency
		Administrative Agent, in its sole discretion exercised reasonably and in
		accordance with customary business practices for comparable asset-based
		transactions, may from time to time establish, against the gross amounts of
		Eligible Receivables, Eligible Inventory, Eligible Equipment and Eligible Real
		Property to reflect risks or contingencies arising after the Closing Date that
		may adversely affect any one or more class of such items and that have not
		already been taken into account in the calculation of the Borrowing
		Base.

	  

	 “Eligible
		Assignee”
		shall mean (a) a Lender or an Affiliate or Related Fund of any Lender, (b) a
		commercial bank having total assets whose Equivalent in Dollars exceeds
		$5,000,000,000, (c) a finance company, insurance company or any other financial
		institution or Fund, in each case reasonably acceptable to the Administrative
		

	 
		 

		
		   
		

		
		  15
		

		
		   
		


		

		
		

		

		 
 

	 Agents
		and regularly engaged in making, purchasing or investing in loans and having a
		net worth, determined in accordance with GAAP, whose Equivalent in Dollars
		exceeds $250,000,000 (or, to the extent net worth is less than such amount, a
		finance company, insurance company, other financial institution or Fund,
		reasonably acceptable to the Administrative Agents and the Company) or (d) a
		savings and loan association or savings bank organized under the laws of the
		United States or any state thereof having a net worth, determined in accordance
		with GAAP, whose Equivalent in Dollars exceeds $250,000,000.

	  

	 “Eligible
		Bulk Inventory”
		shall mean the Eligible Inventory of the Company or any Subsidiary Guarantor
		consisting of “Bulk,”
		as defined in Schedule
		IV.


	  

	 “Eligible
		Equipment”
		shall mean the Equipment of the Company or any Subsidiary Guarantor (a) that is
		owned solely by the Company or such Subsidiary Guarantor, (b) with respect to
		which the Collateral Agent has a valid, perfected and enforceable
		first-priority Lien (subject to Customary Permitted Liens and other Liens
		approved by the Multi-Currency Administrative Agent), (c) with respect to which
		no representation or warranty contained in any Loan Document has been breached
		(unless otherwise agreed by the Multi-Currency Administrative Agent), (d) that
		is not, in the Multi-Currency Administrative Agent’s sole discretion
		exercised reasonably and in accordance with customary business practices for
		comparable asset-based transactions, obsolete or unmerchantable and (e) that
		the Multi-Currency Administrative Agent deems to be Eligible Equipment, based
		on such credit and collateral considerations as the Multi-Currency
		Administrative Agent may, in its sole discretion exercised reasonably and in
		accordance with customary business practices for comparable asset-based
		transactions, deem appropriate. No Equipment of the Company or any Subsidiary
		Guarantor shall be Eligible Equipment if such Equipment is located, stored,
		used or held at the premises of a third party unless (i) the Multi-Currency
		Administrative Agent shall have received a Landlord Waiver or Bailee’s
		Letter or (ii) an Eligibility Reserve reasonably satisfactory to the
		Multi-Currency Administrative Agent shall have been established with respect
		thereto; provided,
		however, that
		no such exclusion from Eligible Equipment on the basis of this sentence shall
		be in effect during the first 30 days after the Closing Date.

	  

	 “Eligible
		Finished Goods”
		shall mean the Eligible Inventory of the Company or any Subsidiary Guarantor
		that is classified, consistent with past practice, on the Company’s or
		such Subsidiary Guarantor’s accounting system as “finished
		goods”
		(including tote).

	  

	 “Eligible
		Insurer”
		shall mean an insurance company which (a) is rated at least “A”
		by A.M. Best Company, (b) has an equivalent rating from another rating agency
		of internationally recognized standing or (c) otherwise is reasonably
		acceptable to the Administrative Agents.

	  

	 “Eligible
		Inventory”
		shall mean the Inventory of the Company or any Subsidiary Guarantor (other than
		any Inventory that has been consigned by the Company or such Subsidiary
		Guarantor) including raw materials, work-in-process, finished goods (including
		tote), parts and supplies (a) that is owned solely by the Company or such
		Subsidiary Guarantor, (b) with respect to which the Collateral Agent has a
		valid, perfected and enforceable first-priority Lien (subject to Customary
		Permitted Liens and other Liens approved by the Multi-Currency Administrative
		Agent), (c) with respect to which no representation or warranty contained in
		any Loan Document has been breached 

	 
		 

		
		   
		

		
		  16
		

		
		   
		


		

		
		

		

		 
 

	 (unless
		otherwise agreed by the Multi-Currency Administrative Agent), (d) that is not,
		in the Multi-Currency Administrative Agent’s sole discretion exercised
		reasonably and in accordance with customary business practices for comparable
		asset-based transactions, obsolete or unmerchantable (after taking into
		account, without duplication, slow-moving obsolete inventory deducted from the
		calculation of the perpetual inventory at standard cost of such Inventory, as
		applicable), (e) with respect to which (in respect of any Inventory labeled
		with a brand name or trademark and sold by the Company or any Subsidiary
		Guarantor pursuant to a trademark owned by the Company or such Subsidiary
		Guarantor or a license granted to the Company or such Subsidiary Guarantor) the
		Collateral Agent would have rights under such trademark or license pursuant to
		the Pledge and Security Agreement or other agreement reasonably satisfactory to
		the Multi-Currency Administrative Agent to sell such Inventory in connection
		with a liquidation thereof, (f) that is located in the United States, the
		United Kingdom or, if acceptable to the Multi-Currency Administrative Agent in
		its sole discretion exercised reasonably and in accordance with customary
		business practices for comparable asset-based transactions, Canada and other
		jurisdictions (provided,
		however, that,
		without the consent of the Required Multi-Currency Lenders, the aggregate
		amount of the Borrowing Base consisting of Eligible Inventory and Eligible
		Receivables under clause
		(f)(ii) of the
		definition of “Eligible
		Receivables”
		attributable to such other jurisdictions, except Canada, shall not exceed
		$30,000,000 at any time) and (g) that the Multi-Currency Administrative Agent
		deems to be Eligible Inventory based on such credit and collateral
		considerations as the Multi-Currency Administrative Agent may, in its sole
		discretion exercised reasonably and in accordance with customary business
		practices for comparable asset-based transactions, deem appropriate. No
		Inventory of the Company or any Subsidiary Guarantor shall be Eligible
		Inventory if such Inventory consists of (i) goods returned or rejected by
		customers other than goods that are undamaged or are resalable in the normal
		course of business, (ii) goods to be returned to suppliers, (iii) goods in
		transit or (iv) goods located, stored, used or held at the premises of a third
		party unless (A) the Multi-Currency Administrative Agent shall have received a
		Landlord Waiver or Bailee’s Letter or (B) an Eligibility Reserve
		reasonably satisfactory to the Multi-Currency Administrative Agent shall have
		been established with respect thereto; provided,
		however, that
		no such exclusion from Eligible Inventory on the basis of this clause
		(iv) shall
		be in effect during the first 30 days after the Closing Date.

	  

	 “Eligible
		Prime Finished Goods”
		shall mean Eligible Finished Goods of the Company or any Subsidiary Guarantor
		(other than Eligible Special Markets Inventory and Eligible Tote Stores
		Inventory) that are not discontinued, damaged or returned and unsuitable for
		sale to the Company’s or such Subsidiary Guarantor’s primary retail
		customers.

	  

	 “Eligible
		Raw Materials”
		shall mean the Eligible Inventory of the Company or any Subsidiary Guarantor
		(other than Eligible Bulk Inventory) that is classified, consistent with past
		practice, on the Company’s or such Subsidiary Guarantor’s accounting
		system as “raw
		materials,”
		“components,”
		“supplies”
		or “packaging”.


	  

	 “Eligible
		Real Property”
		shall mean any parcel of owned Real Property in the United States owned by the
		Company or any Subsidiary Guarantor as to which each of the following
		conditions has been satisfied at such time:

	  

	 (a) (i) a
		valid and enforceable first-priority Lien on such parcel of Real Property
		(subject to Customary Permitted Liens and other Liens approved by the
		Multi-

	 
		 

		
		   
		

		
		  17
		

		
		   
		


		

		
		

		

		 
 

	 Currency
		Administrative Agent) shall have been granted by the Company or such Subsidiary
		Guarantor in favor of the Collateral Agent pursuant to a Mortgage in form and
		substance reasonably satisfactory to the Multi-Currency Administrative Agent
		and (ii) such Lien shall be in full force and effect in favor of the Collateral
		Agent at such time;

	  

	 (b) except
		as otherwise permitted by the Multi-Currency Administrative Agent, the
		Multi-Currency Administrative Agent and, where applicable, the relevant title
		insurance company shall have received in form and substance reasonably
		satisfactory to the Multi-Currency Administrative Agent, all Mortgage
		Supporting Documents in respect of such parcel;

	  

	 (c) the
		Multi-Currency Administrative Agent shall have received an Appraisal with
		respect to such parcel of Real Property in form and substance reasonably
		satisfactory to the Multi-Currency Administrative Agent and performed by an
		appraiser that is reasonably satisfactory to the Multi-Currency Administrative
		Agent; 

	  

	 (d) no
		condemnation or taking by eminent domain shall have occurred nor shall any
		notice of any pending or threatened condemnation or other proceeding against
		such parcel of Real Property been delivered to the owner or lessee of such
		parcel of Real Property that would materially adversely affect the use,
		operation or value of such parcel of Real Property; and

	  

	 (e) the
		mortgagor under the relevant Mortgage encumbering such parcel of Real Property
		shall comply in all material respects with the terms of such Mortgage (taking
		into account any applicable grace periods provided therein);

	  

	 provided,
		however, that
		no such exclusion from Eligible Real Property on the basis of this definition
		shall be in effect with respect to the Real Property described in paragraph
		9 of
		Schedule
		10.16 during
		the first 30 days (in the case of clause
		(a) above)
		and the first 60 days (in the case of clause
		(b),
		(c),
		(d) or
		(e)) after
		the Closing Date.

	  

	 “Eligible
		Receivable”
		shall mean the gross outstanding balance of each Account of the Company or any
		Subsidiary Guarantor arising out of the sale of merchandise, goods or services
		in the ordinary course of business, that is made by the Company or such
		Subsidiary Guarantor to a Person that is not an Affiliate of the Company and
		that constitutes Multi-Currency Collateral in which the Collateral Agent has a
		valid, perfected and enforceable first priority Lien; provided,
		however, that
		an Account shall not be an “Eligible
		Receivable”
		if any of the following shall be true:

	  

	 (a) (i) the
		sale represented by such Account (other than with respect to seasonal dating or
		promotional sales) is to an Account Debtor and such Account is the earlier of
		(x) 90 days past the original invoice date thereof and (y) 60 days past due or
		(ii) the sale represented by such Account is with respect to seasonal dating or
		promotional sales and such Account is 120 days past the original invoice date
		thereof; or

	  

	 (b) any
		representation or warranty contained in this Agreement or any other Loan
		Document with respect to such specific Account is not true and correct with
		respect to such Account (unless otherwise agreed by the Multi-Currency
		Administrative Agent); or

	 
		 

		
		   
		

		
		  18
		

		
		   
		


		

		
		

		

		 
 

	 (c) the
		Account Debtor on such Account has disputed liability or made any claim with
		respect to any other Account due from such Account Debtor to the Company or
		such Subsidiary Guarantor but only to the extent of such dispute or claim;
		or

	  

	 (d) the
		Account Debtor on such Account has (i) filed a petition for bankruptcy or any
		other relief under the Bankruptcy Code or any other law relating to bankruptcy,
		insolvency, reorganization or relief of debtors, (ii) made an assignment for
		the benefit of creditors, (iii) had filed against it any petition or other
		application for relief under the Bankruptcy Code or any such other law, (iv)
		failed, suspended business operations, become insolvent, called a general
		meeting of its creditors for the purpose of obtaining any financial concession
		or accommodation or (v) had or suffered a receiver or a trustee to be appointed
		for all or a significant portion of its assets or affairs and, in each case,
		such event is continuing; or

	  

	 (e) the
		Account Debtor on such Account or any of its Affiliates is also a supplier to
		or creditor of the Company or such Subsidiary Guarantor unless such supplier or
		creditor has executed a no offset letter satisfactory to the Multi-Currency
		Administrative Agent, in its sole discretion exercised reasonably and in
		accordance with customary business practices for comparable asset-based
		transactions; or

	  

	 (f) the sale
		represented by such Account is to an Account Debtor with a principal place of
		business located outside the United States or the United Kingdom, unless (i)
		the sale is on letter of credit or acceptance terms acceptable to the
		Multi-Currency Administrative Agent, in its sole discretion exercised
		reasonably and in accordance with customary business practices for comparable
		asset-based transactions and (A) such letter of credit names the Collateral
		Agent as beneficiary for the benefit of the Secured Parties or (B) the issuer
		of such letter of credit has consented to the assignment of the proceeds
		thereof to the Collateral Agent or (ii) such sale is to an Account Debtor
		located in another jurisdiction acceptable to the Multi-Currency Administrative
		Agent in its sole discretion exercised reasonably and in accordance with
		customary business practices for comparable asset-based transactions
		(provided,
		however, that,
		without the consent of the Required Multi-Currency Lenders, the aggregate
		amount of the Borrowing Base consisting of Eligible Inventory and Eligible
		Receivables under this clause
		(ii) attributable
		to such other jurisdictions, except Canada, shall not exceed $30,000,000 at any
		time); or

	  

	 (g) the sale
		to such Account Debtor on such Account is on a bill on hold, guaranteed sale,
		sale and return, sale on approval or consignment basis; or

	  

	 (h) such
		Account is subject to a Lien in favor of any Person other than the Collateral
		Agent for the benefit of the Secured Parties (other than Customary Permitted
		Liens and other Liens approved by the Multi-Currency Administrative Agent);
		or

	  

	 (i) such
		Account is subject to any deduction, offset, counterclaim, return privilege or
		other conditions other than volume sales discounts given in the ordinary course
		of the Company’s business; provided,
		however, that
		such Account shall be ineligible pursuant to this clause
		(i) only to
		the extent of such deduction, offset, counterclaim, return privilege or other
		condition; or

	  

	 (j) the
		Account Debtor on such Account is located in any State of the United States
		requiring the holder of such Account, as a precondition to commencing or
		

	 
		 

		
		   
		

		
		  19
		

		
		   
		


		

		
		

		

		 
 

	 maintaining
		any action in the courts of such State either to (i) receive a certificate of
		authorization to do business in such State or be in good standing in such State
		or (ii) file a Notice of Business Activities Report with the appropriate office
		or agency of such State, in each case unless the holder of such Account has
		received such a certificate of authority to do business, is in good standing
		or, as the case may be, has duly filed such a notice in such State;
		or

	  

	 (k) the sale
		represented by such Account is denominated in a currency other than Dollars,
		Pounds, euros or such other currency acceptable to the Multi-Currency
		Administrative Agent in its sole discretion exercised reasonably and in
		accordance with customary business practices for comparable asset-based
		transactions; or

	  

	 (l) such
		Account is not evidenced by an invoice or other writing in form acceptable to
		the Multi-Currency Administrative Agent, in its sole discretion exercised
		reasonably; or

	  

	 (m) the
		Company or such Subsidiary Guarantor, in order to be entitled to collect such
		Account, is required to perform any additional service for, or perform or incur
		any additional obligation to, the Person to whom or to which it was made;
		or

	  

	 (n) (i) with
		respect to Account Debtors with a corporate credit rating of A- or higher from
		S&P or A3 or higher from Moody’s, the total Accounts of such Account
		Debtor to the Company or such Subsidiary Guarantor that would otherwise
		constitute Eligible Receivables but for the application of this clause
		(n)
		represent more than 35% of the Eligible Receivables of the Company and the
		Subsidiary Guarantors at such time, (ii) with respect to Account Debtors with a
		corporate credit rating of lower than A- but BBB- or higher from S&P or
		lower than A3 but Baa3 or higher from Moody’s, the total Accounts of such
		Account Debtor to the Company or such Subsidiary Guarantor that would otherwise
		constitute Eligible Receivables but for the application of this clause
		(n)
		represent more than 25% of the Eligible Receivables of the Company and the
		Subsidiary Guarantors at such time or (iii) with respect to Account Debtors
		with a corporate credit rating of lower than BBB- from S&P or lower than
		Baa3 from Moody’s, the total Accounts of such Account Debtor to the
		Company or such Subsidiary Guarantor that would otherwise constitute Eligible
		Receivables but for the application of this clause
		(n)
		represent more than 15% of the Eligible Receivables of the Company and the
		Subsidiary Guarantors at such time, but in each case, only to the extent of
		such excess; or

	  

	 (o) the
		Multi-Currency Administrative Agent, in accordance with its customary criteria,
		determines, in its sole discretion exercised reasonably, that such Account
		might not be paid or is otherwise ineligible.

	  

	 “Eligible
		Special Markets Inventory”
		shall mean Eligible Finished Goods of the Company or any Subsidiary Guarantory
		consisting of finished goods for “Special
		Markets,”
		as defined in Schedule
		IV.


	  

	 “Eligible
		Tote Stores Inventory”
		shall mean Eligible Finished Goods of the Company or any Subsidiary Guarantory
		consisting of “Tote
		Stores,”
		as defined in Schedule
		IV.


	  

	 “Eligible
		Work-in-Process Inventory”
		shall mean a class of Eligible Inventory consisting of the Eligible Inventory
		of the Company or any Subsidiary Guarantor that is 

	 
		 

		
		   
		

		
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	 classified,
		consistent with past practice, on the Company’s or such Subsidiary
		Guarantor’s accounting system as “work-in-process”.


	  

	 “Entitlement
		Holder”
		shall have the meaning assigned to such term in the UCC.

	  

	 “Entitlement
		Order”
		shall have the meaning assigned to such term in the UCC.

	  

	 “Environmental
		Laws”
		shall mean any and all federal, national, state, provincial, local or municipal
		laws, rules, orders, regulations, statutes, ordinances, codes, decrees or
		requirements of any Governmental Authority within or outside of the United
		States regulating, relating to or imposing liability or standards of conduct
		concerning any hazardous or deleterious materials or the protection of the
		environment, natural resources or human health and safety as it relates to
		environmental protection, as now or may at any time hereafter be in effect,
		including, without limitation, the Clean Water Act, also known as the Federal
		Water Pollution Control Act, 33 U.S.C. § 1251 et seq., the
		Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136
		et seq., the
		Surface Mining Control and Reclamation Act, 30 U.S.C. § 1201
		et seq., the
		Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.
		§ 9601 et seq. (as amended by the Superfund Amendment and
		Reauthorization Act of 1986, Public Law 99-499, 100 Stat. 1613), the Emergency
		Planning and Community Right to Know Act, 42 U.S.C. § 1101
		et seq., the
		Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et
		seq., the
		Safe Drinking Water Act, 42 U.S.C. § 300F et seq., the
		Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., and
		the Occupational Health and Safety Act, 29 U.S.C. § 651 et
		seq. (but
		only to the extent it regulates occupational exposure to Hazardous Materials),
		together, in each case, with each amendment thereto, and the regulations
		adopted and publications promulgated thereunder and all substitutions
		therefor.

	  

	 “Environmental
		Liabilities and Costs”
		shall mean, with respect to any Person, all liabilities, obligations,
		responsibilities, Remedial Actions, losses, damages, punitive damages,
		consequential damages, treble damages, costs and expenses (including all
		reasonable fees, disbursements and expenses of counsel, experts and consultants
		and costs of investigation and feasibility studies), fines, penalties,
		sanctions and interest incurred as a result of any claim or demand by any other
		Person, whether based in contract, tort, implied or express warranty, strict
		liability, criminal or civil statute and whether arising under any
		Environmental Law, permit, approval, authorization, license, variance,
		permission, order or agreement with or required from any Governmental Authority
		or other Person, in each case relating to any environmental, health or safety
		condition or to any Release or threatened Release and resulting from the past,
		present or future operations of, or ownership of property by, such Person or
		any of its Subsidiaries.

	  

	 “Equipment”
		shall have the meaning assigned to such term in the UCC.

	  

	 “Equity
		Offering”
		shall mean each sale, transfer, issuance or other disposition (whether public
		or private) by the Company or any Affiliate thereof of all or any portion of
		the Stock or Stock Equivalents of Revlon or any of its Subsidiaries (other than
		a Subsidiary of the Company); provided,
		however, that
		“Equity
		Offering”
		shall not include any sale, transfer, issuance or other disposition of Stock or
		Stock Equivalents of the Company to Revlon so long as any proceeds of such
		sale, transfer, issuance or other distribution are received by the
		Company.

	 
		 

		
		   
		

		
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	 “Equivalent”
		shall mean, at any date with respect to:

	  

	 (a) an
		amount of a currency other than Dollars, the amount of Dollars into which such
		amount of such other currency could be converted at the spot exchange rate
		quoted in The Wall Street Journal on such day (or, if such currency is not
		quoted in The Wall Street Journal on such day, such other source as shall be
		reasonably selected by the Designated Multi-Currency Administrative Agent);
		and

	  

	 (b) an
		amount of Dollars, the amount of a particular currency into which such amount
		of Dollars could be converted at the spot exchange rate quoted in The Wall
		Street Journal on such day (or, if such currency is not quoted in The Wall
		Street Journal on such day, such other source as shall be reasonably selected
		by the Designated Multi-Currency Administrative Agent).

	  

	 “ERISA”
		shall mean the Employee Retirement Income Security Act of 1974, as amended from
		time to time.

	  

	 “euro”
		shall mean the single currency of participating member States of the European
		Union.

	  

	 “Eurocurrency
		Base Rate”
		shall mean, with respect to each day during each Interest Period pertaining to
		a Eurocurrency Loan, the rate per annum determined on the basis of the rate for
		deposits in the relevant Denomination Currency for a period equal to such
		Interest Period commencing on the first day of such Interest Period appearing
		on Page 3750 of the Telerate screen (or such other page of the Telerate as is
		customary for the relevant Denomination Currency) as of 11:00 A.M. (London
		time) (or such other time as is customary for the relevant jurisdiction) two
		Working Days prior to the beginning of such Interest Period. In the event that
		such rate does not appear on Page 3750 (or equivalent page) of the Telerate
		screen, the “Eurocurrency
		Base Rate”
		shall be determined by reference to such other comparable publicly available
		service for displaying eurocurrency rates as may be selected by the Designated
		Multi-Currency Administrative Agent or, in the absence of such availability, by
		reference to the rate at which the Designated Multi-Currency Administrative
		Agent (or, with respect to Local Loans which are Eurocurrency Loans in which
		Multi-Currency Lenders have not been requested to purchase participating
		interests pursuant to Section
		6.4(a), the
		relevant Local Fronting Lender) is offered deposits in the relevant
		Denomination Currency at or about 11:00 A.M. (London time) (or such other time
		as is customary for the relevant jurisdiction) two Working Days prior to the
		beginning of such Interest Period in the interbank eurocurrency market where
		its eurocurrency and foreign currency and exchange operations are then being
		conducted for delivery on the first day of such Interest Period for the number
		of days comprised therein.

	  

	 “Eurocurrency
		Loan”
		shall mean each Local Loan hereunder at such time as it is made and/or being
		maintained at a rate of interest based upon the Eurocurrency Rate.


	  

	 “Eurocurrency
		Rate”
		with respect to each Eurocurrency Loan for each Interest Period shall mean the
		rate per annum (rounded upwards to the nearest whole multiple of 1/100th of one
		percent) equal to the following:

	  

	 Eurocurrency
		Base Rate 

	 1.00
		– Eurocurrency Reserve Requirements

	 
		 

		
		   
		

		
		  22
		

		
		   
		


		

		
		

		

		 
 

	 “Eurocurrency
		Reserve Requirements”
		with respect to any Interest Period for any Eurodollar Loan or Eurocurrency
		Loan shall mean the aggregate of the rates (expressed as a decimal) of reserve
		requirements current on the date two Working Days prior to the beginning of
		such Interest Period (including, without limitation, basic, supplemental,
		marginal and emergency reserves under any regulations of the Board of Governors
		of the Federal Reserve System or other governmental authority having
		jurisdiction with respect thereto), as now and from time to time hereafter in
		effect, dealing with reserve requirements prescribed for eurocurrency funding
		(currently referred to as “Eurocurrency
		liabilities”
		in Regulation D of such Board) required to be maintained by a member bank of
		such System.

	  

	 “Eurodollar
		Base Rate”
		shall mean with respect to each day during each Interest Period pertaining to a
		Eurodollar Loan, the rate per annum determined on the basis of the rate for
		deposits in Dollars for a period equal to such Interest Period commencing on
		the first day of such Interest Period appearing on Page 3750 of the Telerate
		screen (or such other page of the Telerate as is customary for Eurodollar
		deposits in Dollars) as of 11:00 A.M. (London time) (or, with respect to Local
		Loans, such other time as is customary for the relevant jurisdiction) two
		Working Days prior to the beginning of such Interest Period. In the event that
		such rate does not appear on Page 3750 (or equivalent page) of the Telerate
		screen, the “Eurodollar
		Base Rate”
		shall be determined by reference to such other comparable publicly available
		service for displaying eurodollar rates as may be selected by the Designated
		Multi-Currency Administrative Agent or, in the absence of such availability, by
		reference to the rate at which the Designated Multi-Currency Administrative
		Agent (or, with respect to Local Loans which are Eurodollar Loans in which the
		Multi-Currency Lenders have not been requested to purchase participating
		interests pursuant to Section
		6.4(a), the
		relevant Local Fronting Lender) is offered Dollar deposits at or about 11:00
		A.M. (London time) (or, with respect to Local Loans, such other time as is
		customary for the relevant jurisdiction), two Working Days prior to the
		beginning of such Interest Period in the interbank eurodollar market where its
		eurodollar and foreign currency and exchange operations are then being
		conducted for delivery on the first day of such Interest Period for the number
		of days comprised therein.

	  

	 “Eurodollar
		Loan”
		shall mean each Dollar Loan hereunder at such time as it is made and/or being
		maintained at a rate of interest based upon the Eurodollar Rate.

	  

	 “Eurodollar
		Rate”
		with respect to each Eurodollar Loan for each Interest Period shall mean the
		rate per annum (rounded upwards to the nearest whole multiple of 1/100th of one
		percent) equal to the following:

	  

	 Eurodollar
		Base Rate 

	 1.00
		– Eurocurrency Reserve Requirements

	  

	 “Event
		of Default”
		shall mean any of the events specified in Section
		12.1;
		provided,
		however, that
		any requirement for the giving of notice, the lapse of time, or both, or any
		other condition, has been satisfied.

	  

	 “Excess
		Cash Flow”
		shall mean, for the Company for any period, (a) EBITDA of the Company for such
		period plus (b) the
		excess, if any, of the Working Capital of the Company at the beginning of such
		period over the Working Capital of the Company at the end of such period
		minus (c) the
		sum of (without duplication) (i) scheduled, mandatory and optional cash
		principal payments on the Loans and New Term Loans

	 
		 

		
		   
		

		
		  23
		

		
		   
		


		

		
		

		

		 
 

	 during
		such period (but only, in the case of payment in respect of Revolving Credit
		Loans, to the extent that the Aggregate Multi-Currency Commitments are
		permanently reduced by the amount of such payments), (ii) scheduled and
		mandatory cash interest and fee payments on the Loans and other Indebtedness of
		the Company and its Subsidiaries during such period, (iii) Capital Expenditures
		made by the Company or any of its Subsidiaries during such period to the extent
		permitted by this Agreement, (iv) cash tax payments, (v) any cash payments made
		against prior restructuring and growth plan charges in an amount not to exceed
		the Company’s current reserves for such charges, (vi) the excess, if any,
		of the Working Capital of the Company at the end of such period over the
		Working Capital of the Company at the beginning of such period and (vii) fees,
		charges and other expenses (including prepayment premiums but not interest or
		principal) in connection with repurchasing, redeeming, defeasing or refinancing
		Indebtedness permitted to be refinanced, redeemed, defeased or refinanced under
		this Agreement.

	  

	 “Exchange”
		shall mean, the exchange of approximately $804,000,000 in aggregate outstanding
		principal amount of the Company’s Indebtedness for shares of Class A
		common stock of Revlon, which exchange was consummated on March 25,
		2004.

	  

	 “Existing
		Agreement”
		shall mean the Second Amended and Restated Credit Agreement, dated as of
		November 30, 2001, among the Company and the other Borrowers (as defined
		therein), the banks and other financial institutions from time to time parties
		thereto, the co-agents named therein, the documentation agent named therein,
		the syndication agent named therein, the arranger named therein, and JPMorgan
		Chase Bank, as Administrative Agent, as amended, supplemented or otherwise
		modified from time to time prior to the date hereof.

	  

	 “Existing
		Senior Notes”
		shall mean the notes in an aggregate principal amount not to exceed
		$390,000,000 issued by the Company pursuant to the Senior Notes Indenture, as
		such Senior Notes may be amended, supplemented or otherwise modified from time
		to time to the extent permitted by Section
		11.9.


	  

	 “Facilities
		Increase”
		shall have the meaning specified in Section
		3.1(b).


	  

	 “Facilities
		Increase Date”
		shall have the meaning specified in Section
		3.1(b).


	  

	 “Facilities
		Increase Notice”
		shall mean a notice from the Company to the Multi-Currency Administrative Agent
		requesting a Facilities Increase, which may include any proposed term and
		condition for such proposed Facilities Increase but shall include in any event
		the amount of such proposed Facilities Increase.

	  

	 “Federal
		Funds Effective Rate”
		for any day shall mean the interest rate per annum equal to the weighted
		average of the rates on overnight Federal funds transactions with members of
		the Federal Reserve System arranged by Federal funds brokers on such day, as
		published for such day (or, if such day is not a Business Day, for the next
		preceding Business Day) by the Federal Reserve Bank of New York, or, if such
		rate is not so published for any day which is a Business Day, the average of
		the quotations for such day on such transactions received by the Designated
		Multi-Currency Administrative Agent from three Federal funds brokers of
		recognized standing selected by it.

	  

	 “Financial
		Asset”
		shall have the meaning assigned to such term in the UCC.

	 
		 

		
		   
		

		
		  24
		

		
		   
		


		

		
		

		

		 
 

	 “Foreign
		Subsidiary”
		shall mean any Subsidiary of the Company which is not a Domestic
		Subsidiary.

	  

	 “Fully
		Satisfied”
		or “Full
		Satisfaction”
		shall mean, as of any date, with respect to the Payment Obligations arising
		under the Multi-Currency Facility or the Term Loan Facility, that, on or before
		such date, (a) the principal of and interest accrued to the date on such
		Payment Obligations (other than, in the case of Payment Obligations arising
		under the Multi-Currency Facility, the Undrawn L/C Obligations) under such
		Facility shall have been paid in full in cash, (b) all fees, expenses and other
		amounts then due and payable which constituted Payment Obligations (other than,
		in the case of Payment Obligations arising under the Multi-Currency Facility,
		the Undrawn L/C Obligations) under such Facility shall have been paid in full
		in cash, (c) the Commitments under such Facility shall have expired or
		irrevocably been terminated and (d) in the case of the Multi-Currency Facility
		only, the Undrawn L/C Obligations shall have been Fully Secured; provided,
		however, that,
		on such date, none of the applicable Agents or Lenders shall have made any
		claims in respect of such Payment Obligations against any Borrower or any
		Guarantor under any provision of any of the Loan Documents that has not been
		cash collateralized by an amount sufficient in the reasonable judgment of such
		Agent and such Lender to secure such claim.

	  

	 “Fully
		Secured”
		shall mean, with respect to any Undrawn L/C Obligations as of any date, that,
		on or before such date, such Undrawn L/C Obligations shall have been secured by
		the grant to, or for the benefit of, the relevant Issuing Lender by the Company
		of a first priority, perfected security interest in, and Lien on, (a) cash or
		Cash Equivalents in an amount at least equal to the Equivalent in Dollars of
		105% of the amount of such Undrawn L/C Obligations or (b) other collateral
		security which is acceptable to such Issuing Lender and the Multi-Currency
		Administrative Agent.

	  

	 “Fund”
		shall mean any Person (other than a natural Person) that is or will be engaged
		in making, purchasing, holding or otherwise investing in commercial loans and
		similar extensions of credit in the ordinary course of its
		business.

	  

	 “GAAP”
		shall mean generally accepted accounting principles in the United States of
		America as in effect as of the date of, and used in, the preparation of the
		audited consolidated financial statements of the Company and its Subsidiaries
		for the fiscal year ended December 31, 2003, except that, with respect to the
		presentation of financial statements required to be furnished hereunder, GAAP
		shall mean generally accepted accounting principles in the United States of
		America as in effect from time to time.

	  

	 “General
		Intangible”
		shall have the meaning assigned to such term in the UCC.

	  

	 “Governmental
		Authority”
		shall mean any nation or government, any state or other political subdivision
		thereof and any entity exercising executive, legislative, judicial, regulatory
		or administrative functions of or pertaining to government (including, without
		limitation, any governmental department, commission, board, bureau, agency or
		instrumentality, or other court or arbitrator, in each case whether of the
		United States or foreign) and the National Association of Insurance
		Commissioners.

	  

	 “Guarantors”
		shall mean the collective reference to the guarantors party to the Guaranty;
		individually, a “Guarantor”.


	 
		 

		
		   
		

		
		  25
		

		
		   
		


		

		
		

		

		 
 

	 “Guaranty”
		shall mean the Guaranty, substantially in the form of Exhibit
		E,
		executed by the Guarantors, as the same may be amended, amended and restated,
		supplemented or otherwise modified from time to time.

	  

	 “Hazardous
		Materials”
		shall mean any materials, wastes, or substances, defined, characterized or
		regulated as hazardous, toxic, pollutant, contaminant, radioactive or words of
		similar meaning in or under any Environmental Law, including without limitation
		asbestos, Petroleum Products and material exhibiting the characteristics of
		ignitability, corrosivity, reactivity or extraction procedure toxicity, as such
		terms are defined in connection with hazardous materials or hazardous wastes or
		hazardous or toxic substances in any Environmental Law.

	  

	 “Hedging
		Contracts”
		shall mean all Interest Rate Agreements, foreign exchange contracts, currency
		swap or option agreements, forward contracts, commodity swap, purchase or
		option agreements, other commodity price hedging arrangements and all other
		similar agreements or arrangements designed to alter the risks of any Person
		arising from fluctuations in interest rates, currency values or commodity
		prices and other financial hedge contracts (including, without limitation,
		equity hedge contracts).

	  

	 “Incremental
		Term Loans”
		shall mean the “Incremental Term Loans” under and as defined in the
		New Term Loan Agreement.

	  

	 “Indebtedness”
		of a Person shall mean (a) indebtedness of such Person for borrowed money
		whether short-term or long-term and whether secured or unsecured, (b)
		indebtedness of such Person for the deferred purchase price of services or
		property, which purchase price (i) is due twelve months or more from the date
		of incurrence of the obligation in respect thereof or (ii) customarily or
		actually is evidenced by a note or similar written instrument (including,
		without limitation, any such indebtedness which is non-recourse to the credit
		of such Person but is secured by assets of such Person), (c) Capital Lease
		Obligations, (d) obligations of such Person arising under acceptance
		facilities, (e) the undrawn face amount of, and unpaid reimbursement
		obligations and other amounts owing in respect of, all letters of credit issued
		for the account of such Person, (f) all obligations of such Person evidenced by
		bonds, debentures, notes or other similar instruments, (g) all obligations of
		such Person upon which interest charges are customarily paid, (h) all
		obligations of such Person under conditional sale or other title retention
		agreements relating to property purchased by such Person (even though the
		rights and remedies of the seller or lender under such agreement in the event
		of default are limited to repossession or sale of such property), (i)
		obligations of such Person to purchase, redeem, retire, defease or otherwise
		acquire for value any Stock or Stock Equivalents (with redeemable preferred
		stock being valued at the greater of its voluntary or involuntary liquidation
		preference plus accrued and unpaid dividends), (j) all executory obligations of
		such Person in respect of Hedging Contracts, (k) all Indebtedness of the types
		referred to in
		clauses (a) through
		(j) above
		which is guaranteed directly or indirectly by such Person and (l) renewals,
		extensions, refundings, deferrals, restructurings, amendments and modifications
		of any such indebtedness, obligation or guarantee.

	  

	 “Indentures”
		shall mean the collective reference to (a) the Subordinated Notes Indenture,
		(b) the 8-1/8% Senior Notes Indenture, (c) the 9% Senior Notes Indenture, (d)
		the Designated Senior Secured Indenture and (e) each instrument, document and
		agreement delivered in connection therewith, as each of the foregoing may be
		amended, 

	 
		 

		
		   
		

		
		  26
		

		
		   
		


		

		
		

		

		 
 

	 supplemented
		or otherwise modified from time to time to the extent permitted by Section
		11.9.


	  

	 “Initial
		Appraisals”
		shall have the meaning specified in Section
		9.1(u).

	  

	 “Insolvency”
		shall mean with respect to any Multiemployer Plan, the condition that such Plan
		is insolvent within the meaning of such term as used in Section 4245 of
		ERISA.

	  

	 “Insolvent”
		shall pertain to a condition of Insolvency.

	  

	 “Intellectual
		Property”
		shall have the meaning assigned to such term (or any analogous term) in the
		Pledge and Security Agreement.

	  

	 “Intercreditor
		Agreement”
		shall mean the Amended and Restated Intercreditor and Collateral Agency
		Agreement, dated as of December 20, 2006, among the Loan Parties, the New Term
		Loan Administrative Agent, the Multi-Currency Administrative Agent and the
		Collateral Agent, as the same may be amended, amended and restated,
		supplemented or otherwise modified from time to time.

	  

	 “Intercompany
		Investment”
		shall have the meaning assigned to such term in Section
		11.8(j).


	  

	 “Interest
		Expense”
		shall mean, for any period, the amount which, in conformity with GAAP, would be
		set forth opposite the caption “interest
		expense”
		(or any like caption) on a consolidated income statement of the Company and its
		Subsidiaries for such period.

	  

	 “Interest
		Payment Date”
		shall mean:

	  

	 (a) as to
		any Alternate Base Rate Loan, the last day of each March, June, September and
		December, commencing on the first of such days to occur after such Alternate
		Base Rate Loan is made or Eurodollar Loans are converted to Alternate Base Rate
		Loans;

	  

	 (b) as to
		any Local Rate Loan which does not have an Interest Period, the last day of
		each calendar month, commencing on the first of such days to occur after such
		Local Rate Loan is made or Eurocurrency Loans are converted into Local Rate
		Loans;

	  

	 (c) as to
		any Local Rate Loan, Eurocurrency Loan and Eurodollar Loan with an Interest
		Period of three months or less, the last day of the Interest Period with
		respect thereto;

	  

	 (d) as to
		any Local Rate Loan, Eurocurrency Loan and Eurodollar Loan with an Interest
		Period of more than three months, the last day of each March, June, September
		and December occurring during such Interest Period, commencing on the first
		such day to occur after the commencement of such Interest Period, and the last
		day of such Interest Period;

	 
		 

		
		   
		

		
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	 (e) as to
		any Acceptance, the last Business Day of the calendar week in which such
		Acceptance matures (or such earlier date as the relevant Local Fronting Lender
		may elect);

	  

	 (f) as to
		any Eurodollar Loan or any Term Loan, the date of any repayment or prepayment
		made in respect thereof; and

	  

	 (g) in any
		event, each of the last day of the Commitment Period and the Multi-Currency
		Termination Date.

	  

	 “Interest
		Period”
		shall mean, (a) initially, with respect to any Eurodollar Loan or Eurocurrency
		Loan or (to the extent customary with respect to loans in the relevant
		Denomination Currency) any Local Rate Loan, the period commencing on the
		borrowing date or the initial date of conversion with respect to such Loan and
		ending one, two, three or six months or, if available to all applicable
		Lenders, nine or twelve months thereafter as selected by the relevant Borrower
		in a notice of borrowing or conversion, as the case may be, as provided herein
		and (b) thereafter, each period commencing on the last day of the immediately
		preceding Interest Period applicable to such Loan and ending one, two, three or
		six months or, if available to all applicable Lenders, nine or twelve months
		thereafter, in any such case as selected by the relevant Borrower in accordance
		with the provisions of Section
		7.7;
		provided,
		however, that
		all of the foregoing provisions relating to Interest Periods are subject to the
		following:

	  

	 (i) any
		Interest Period relating to a Eurodollar Loan or a Eurocurrency Loan would
		otherwise end on a day which is not a Working Day, such Interest Period shall
		be extended to the next succeeding Working Day, unless the result of such
		extension would be to carry such Interest Period into another calendar month,
		in which event such Interest Period shall end on the immediately preceding
		Working Day;

	  

	 (ii) no
		Interest Period relating to any Loan shall be selected that would extend beyond
		the Multi-Currency Termination Date or the Term Loan Termination Date, as the
		case may be; and

	  

	 (iii) if any
		Interest Period relating to a Eurodollar Loan or a Eurocurrency Loan begins on
		the last Working Day of a calendar month (or on a day for which there is no
		numerically corresponding day in the calendar month at the end of such Interest
		Period), such Interest Period shall end on the last Working Day of a calendar
		month.

	  

	 “Interest
		Rate Agreement”
		shall mean any interest rate swap, option, cap, collar or insurance or any
		other agreement or arrangement with any Lender or New Term Loan Lender (or any
		affiliate thereof) or any other bank or financial institution which is designed
		to manage exposure to fluctuations in interest rates (including without
		limitation any such agreement or arrangement providing for swaps of fixed rates
		to floating rates), and any renewals thereof or substitutions
		therefor.

	  

	 “Inventory”
		shall have the meaning assigned to such term in the UCC.

	  

	 “Investment”
		shall mean, with respect to the Company and its Subsidiaries:

	 
		 

		
		   
		

		
		  28
		

		
		   
		


		

		
		

		

		 
 

	 (a) the
		purchase of all or substantially all of the assets or stock of one or more
		Persons, or of assets which comprise any business unit of any such Persons, or
		of assets, stock, bonds, notes, debentures or other securities of any Permitted
		Joint Venture;

	  

	 (b) the
		making of any advances, loans, extensions of credit or capital contributions
		to, or of any other investments (including, without limitation, the payment of
		management fees and other Restricted Payments) in, Permitted Joint Ventures;
		or

	  

	 (c) the
		incurrence of any Contingent Obligation in the nature of a guarantee of
		Indebtedness of any Permitted Joint Venture.

	  

	 “Investment
		Consideration”
		shall mean, with respect to any Investment in any Person or Permitted Joint
		Venture, the sum (without duplication) of:

	  

	 (a) the
		aggregate of the purchase prices paid by the Company and its Subsidiaries for
		such Investment;

	  

	 (b) the
		aggregate amount of the Indebtedness of such Persons or Permitted Joint
		Ventures, as the case may be, paid or assumed by the Company and its
		Subsidiaries in connection with such Investment;

	  

	 (c) except
		in the case of Investments in Permitted Joint Ventures, the aggregate amount of
		Indebtedness for which such Person remains liable following such Investment;
		and

	  

	 (d) in the
		case of Investments in Permitted Joint Ventures, (i) the aggregate of the
		amount invested in such Investments (net of any loans or extensions of credit
		to the extent that they have been repaid and net of any contributions of
		Surplus Assets) in such Permitted Joint Ventures made by the Company and its
		Subsidiaries and (ii) the aggregate amount of Contingent Obligations of the
		Company and its Subsidiaries then outstanding on account of Indebtedness of
		such Permitted Joint Ventures.

	  

	 “Issuing
		Lender”
		shall mean each Lender or Affiliate of a Lender that (a) is listed on the
		signature pages hereof as an “Issuing
		Lender”
		or (b) hereafter becomes an Issuing Lender with the approval (not to be
		unreasonably withheld) of the Multi-Currency Administrative Agent and the
		Company by agreeing pursuant to an agreement with and in form and substance
		reasonably satisfactory to the Multi-Currency Administrative Agent and the
		Company to be bound by the terms hereof applicable to Issuing
		Lenders.

	  

	 “judgment
		currency”
		shall have the meaning assigned to such term Section
		14.9.

	  

	 “Land”
		of any Person shall mean all of those plots, pieces or parcels of land now
		owned, leased or hereafter acquired or leased (including, in respect of the
		Loan Parties, as reflected in the most recent financial statements delivered in
		accordance with
		Section 10.1) by
		such Person.

	  

	 “Landlord
		Waiver”
		shall mean a letter in form and substance reasonably acceptable to the
		Multi-Currency Administrative Agent and executed by a landlord in respect of
		Inventory or Equipment of the Company or any Subsidiary Guarantor located at
		any leased premises of the Company or such Subsidiary Guarantor pursuant to
		which such landlord, among other things, waives or subordinates on terms and
		conditions 

	 
		 

		
		   
		

		
		  29
		

		
		   
		


		

		
		

		

		 
 

	 reasonably
		acceptable to the Multi-Currency Administrative Agent any Lien such landlord
		may have in respect of such Inventory or Equipment.

	  

	 “L/C
		Fee Payment Date”
		shall mean the last day of each March, June, September and December and, in any
		event, the last day of the Commitment Period and the Term Loan Termination
		Date.

	  

	 “L/C
		Obligations”
		shall mean, at any time, an amount equal to the sum of (a) the aggregate amount
		of Undrawn L/C Obligations then outstanding and (b) the aggregate amount of
		then unreimbursed L/C Reimbursement Obligations.

	  

	 “L/C
		Participants”
		shall mean, with respect to any Letter of Credit, the collective reference to
		all the Multi-Currency Lenders, other than the Issuing Lender with respect to
		such Letter of Credit (or, to the extent that the Issuing Lender is an
		affiliate of a Multi-Currency Lender, such Multi-Currency Lender).


	  

	 “L/C
		Reimbursement Obligations”
		shall mean the obligation of the Company to reimburse the Issuing Lenders
		pursuant to Section
		5.4 for
		amounts drawn under Letters of Credit.

	  

	 “Lender”
		shall mean a Multi-Currency Lender, a Term Loan Lender, a Swing Line Lender or
		a Local Fronting Lender, as the context shall require; collectively, the
		“Lenders”.


	  

	 “Letter
		of Credit”
		shall have the meaning assigned to such term in
		Section 5.1(a).


	  

	 “Lien”
		shall mean any mortgage, deed of trust, pledge, hypothecation, assignment,
		deposit arrangement, encumbrance, lien (statutory or other) or other security
		agreement or preferential arrangement of any kind or nature whatsoever
		(including, without limitation, (a) any conditional sale or other title
		retention agreement, (b) any financing lease having substantially the same
		economic effect as any of the foregoing, (c) the filing of any financing
		statement under the UCC (other than any such financing statement filed for
		informational purposes only) or comparable law of any jurisdiction to evidence
		any of the foregoing and (d) in the case of securities, any purchase option,
		call or similar right of a third party with respect to such securities (other
		than, in the case of capital stock of an issuer other than any Subsidiary of
		the Company, pursuant to normal settlement terms)).

	  

	 “Liquidity
		Amount”
		shall mean the difference equal to (a) the Borrowing Base in effect as of such
		date (based on the Borrowing Base Certificate most recently delivered to the
		Multi-Currency Administrative Agent pursuant to Section
		10.17 and
		after giving effect to any Eligibility Reserve or Designated Eligible
		Obligations Reserve in effect at such time, whether or not reflected on such
		Borrowing Base Certificate) minus (b) the
		sum of (i) the Aggregate Outstanding Multi-Currency Extensions of Credit on
		such date and (ii) any Availability Reserve in effect on such
		date.

	  

	 “Liquidity
		Event Period”
		shall mean any period (a) beginning on the first date on which the Liquidity
		Amount is less than $20,000,000 and (b) ending on the first date on which the
		Liquidity Amount is equal to or greater than $20,000,000.

	 
		 

		
		   
		

		
		  30
		

		
		   
		


		

		
		

		

		 
 

	 “Loan”
		shall mean a Term Loan, a Revolving Credit Loan, a Swing Line Loan, a Local
		Loan or an Acceptance, as the context shall require; collectively, the
		“Loans”.


	  

	 “Loan
		Documents”
		shall mean this Agreement, the Notes, the Drafts, the Applications, the
		Affiliate Subordination Letters, the Security Documents and each certificate,
		agreement or document executed by a Loan Party and delivered to any Agent or
		any Lender in connection with or pursuant to any of the foregoing; each, a
		“Loan
		Document”.


	  

	 “Loan
		Party”
		shall mean each Borrower and each Guarantor.

	  

	 “Local
		Borrower”
		shall mean the Company or a Local Borrowing Subsidiary, as the context shall
		require; collectively, the “Local
		Borrowers”.


	  

	 “Local
		Borrowing Subsidiary”
		shall mean each Subsidiary of the Company listed under the heading
		“Name
		of Borrower and Address for Notices”
		on Schedule
		III hereto
		(as such Schedule
		III may be
		or may be deemed to be amended, supplemented or otherwise modified from time to
		time) and each other Subsidiary of the Company which is designated as a
		“Local
		Borrowing Subsidiary”
		in accordance with the provisions of Section
		6.5;
		provided,
		however, that,
		in each case in which there is more than one Subsidiary of the Company listed
		for any jurisdiction under the heading “Local
		Borrowing Subsidiaries,”
		the term “Local
		Borrowing Subsidiary”
		shall be the collective reference to such Subsidiaries.

	  

	 “Local
		Borrowing Subsidiary Joinder Agreement”
		shall mean a Local Borrowing Subsidiary Joinder Agreement, substantially in the
		form of Exhibit
		O-1,
		executed and delivered by a duly authorized officer of each Subsidiary of the
		Company which has been designated as a “Local
		Borrowing Subsidiary”
		pursuant to Section
		6.5.


	  

	 “local
		court”
		shall have the meaning assigned to such term in
		Section 14.13(a).


	  

	 “Local
		Fronting Lender”
		shall mean, with respect to a particular jurisdiction listed on Schedule
		III (as
		such Schedule
		III may be,
		or may be deemed to be, amended, supplemented or otherwise modified from time
		to time), the Affiliate of the Multi-Currency Administrative Agent from time to
		time set forth opposite such jurisdiction thereon or, if no Affiliate of the
		Multi-Currency Administrative Agent accepts such designation with respect to a
		particular jurisdiction or if an Affiliate of the Multi-Currency Administrative
		Agent resigns or is removed as the Local Fronting Lender with respect to a
		particular jurisdiction, such Multi-Currency Lender designated by the Company
		and reasonably acceptable to the Multi-Currency Administrative
		Agent.

	  

	 “Local
		Fronting Lender Joinder Agreement”
		shall mean a Local Fronting Lender Joinder Agreement, substantially in the form
		of Exhibit
		O-2.


	  

	 “Local
		Loan”
		and “Local
		Loans”
		shall have the meanings assigned to such terms in Section
		6.1;
		provided,
		however, that
		the term “Local
		Loans”
		shall, to the extent utilized directly or indirectly in the Security Documents,
		be deemed to include any Acceptances outstanding under this
		Agreement.

	  

	 “Local
		Outstandings”
		shall mean, at any date with respect to any Local Fronting Lender, the sum of
		(a) the aggregate principal amount then outstanding of Local Loans


	 
		 

		
		   
		

		
		  31
		

		
		   
		


		

		
		

		

		 
 

	 made by
		such Local Fronting Lender in Dollars, (b) the Equivalent in Dollars of 105% of
		the aggregate principal amount then outstanding of Local Loans made by such
		Local Fronting Lender in the relevant Denomination Currency and (c) the
		Equivalent in Dollars of 105% of the aggregate undiscounted face amount then
		outstanding of the Acceptances created by such Local Fronting
		Lender.

	  

	 “Local
		Rate”
		shall mean, with respect to:

	  

	 (a) any
		Local Loan in a Denomination Currency, the rate of interest from time to time
		publicly announced by the relevant Local Fronting Lender as its base rate (or
		its equivalent thereof) for loans denominated in such Denomination Currency at
		the principal lending office of such Local Fronting Lender in the local
		jurisdiction for such Denomination Currency (or such other rate as may be
		mutually agreed between the relevant Borrower and such Local Fronting Lender as
		reflecting the Cost of Funds to such Local Fronting Lender for the Local Loans
		to which such rate is applicable); provided,
		however, that,
		with respect to any Local Loans advanced by way of overdrafts, the
		“Local
		Rate”
		shall be the rate from time to time agreed upon between the relevant Local
		Borrower and the relevant Local Fronting Lender; and

	  

	 (b) any
		Acceptance, the rate from time to time agreed upon between the relevant Local
		Borrower and the relevant Local Fronting Lender.

	  

	 “Local
		Rate Loan”
		shall mean each Local Loan hereunder at such time as it is made and/or being
		maintained at a rate of interest based upon the Local Rate for the relevant
		Denomination Currency; provided,
		however, that
		(other than any Local Loans made on the Closing Date) no Local Loan shall be
		made or maintained as a Local Rate Loan unless either (a) the Local Fronting
		Lender with respect thereto so agrees (in its sole discretion) or (b) the right
		of the relevant Borrower to obtain Eurocurrency Loans has been suspended
		pursuant to Sections
		6.7, 7.8 or
		7.9.


	  

	 “M&F”
		shall mean MacAndrews & Forbes Inc., a Delaware corporation, formerly known
		as MacAndrews & Forbes Holdings Inc.

	  

	 “M&F
		Consolidated Line of Credit”
		shall mean the line of credit in an aggregate amount of $87,000,000 provided
		under the Senior Unsecured Line of Credit Agreement, dated as of July 9, 2004,
		between the Company and M&F, as amended through the date hereof and as the
		same may be amended, increased, supplemented or otherwise modified from time to
		time to the extent permitted by Sections
		11.2(i)
		and
		11.9.


	  

	 “M&F
		Investment Agreement”
		shall mean the Investment Agreement, dated February 20, 2004, between Revlon
		and M&FH, as amended through the date hereof and as the same may be
		amended, supplemented or otherwise modified from time to time.

	  

	 “M&F
		Lender”
		shall mean M&F, and/or an Affiliate thereof (other than REV Holdings), that
		provides financing to the Company pursuant to the M&F Loans.

	  

	 “M&F
		Loans”
		shall mean the collective reference to the M&F Consolidated Line of Credit
		and any other Indebtedness permitted to be incurred under Section
		11.2(i).


	  

	 “M&FG”
		shall mean MacAndrews & Forbes Group, Incorporated, a Delaware
		corporation.

	 
		 

		
		   
		

		
		  32
		

		
		   
		


		

		
		

		

		 
 

	 “M&FH”
		shall mean MacAndrews & Forbes Holdings Inc., a Delaware corporation,
		formerly known as Mafco Holdings Inc.

	  

	 “Material
		Adverse Effect”
		shall mean a material adverse effect upon (i) the business, condition
		(financial or otherwise), operations, performance, properties or prospects of
		(A) Revlon or (B) the Company and its Subsidiaries taken as a whole, (ii) the
		ability of the Company and its Subsidiaries taken as a whole to perform the
		obligations of the Company under the Loan Documents or (iii) the rights and
		remedies available to any Agent, any Local Fronting Lender and/or the
		Syndicated Lenders under any Loan Document.

	  

	 “Maximum
		Multi-Currency Availability”
		shall mean, at any time, (a) the lesser of (i) the Aggregate Multi-Currency
		Commitment in effect at such time and (ii) the Borrowing Base at such time
		(based on the Borrowing Base Certificate most recently delivered to the
		Multi-Currency Administrative Agent pursuant to Section
		10.17, after
		giving effect to any Eligibility Reserve or Designated Eligible Obligations
		Reserve in effect at such time, whether or not reflected on such Borrowing Base
		Certificate), minus (b) the
		aggregate amount of any Availability Reserve in effect at such
		time.

	  

	 “Maximum
		Sublimit”
		of any Local Fronting Lender shall mean the amount of Dollars set forth
		opposite the name of such Local Fronting Lender under the heading
		“Maximum
		Sublimit”
		on Schedule
		III (as
		such Schedule
		III may be
		or may be deemed to be, amended, supplemented or otherwise modified from time
		to time).

	  

	 “Moody’s”
		shall mean Moody’s Investors Service, Inc. (or any successor
		thereto).

	  

	 “Mortgage
		Supporting Documents”
		shall mean, with respect to a Mortgage for a parcel of Real Property, each the
		following:

	  

	 (a) (i)
		evidence in form and substance reasonably satisfactory to the Multi-Currency
		Administrative Agent that the recording of counterparts of such Mortgage in the
		recording offices specified in such Mortgage will create a valid and
		enforceable first priority Lien on property described therein in favor of the
		Collateral Agent for the benefit of the Secured Parties (or in favor of such
		other trustee as may be required or desired under local law) subject only to
		(A) Customary Permitted Liens and (B) Liens securing the Designated Eligible
		Obligations as provided for in the Intercreditor Agreement and (C) such other
		Liens as the Multi-Currency Administrative Agent may reasonably approve and
		(ii) an opinion of counsel in each state in which any such Mortgage is to be
		recorded in form and substance and from counsel reasonably satisfactory to the
		Multi-Currency Administrative Agent;

	  

	 (b) (i) a
		mortgagee’s title policy (or policies) or marked-up unconditional binder
		(or binders) for such insurance (or other evidence reasonably acceptable to the
		Multi-Currency Administrative Agent proving ownership thereof)
		(“Mortgagee’s
		Title Insurance Policy”),
		dated a date reasonably satisfactory to the Multi-Currency Administrative
		Agent, which shall (A) be in an amount not less than 125% of Mortgage Value of
		such parcel of Real Property, (B) be issued at ordinary rates, (C) insure that
		the Lien granted pursuant to the Mortgage insured thereby creates a valid first
		priority Lien on such parcel of Real Property free and clear of all defects and
		encumbrances, except for Customary Permitted Liens, Liens securing the New Term
		Loan Payment Obligations 

	 
		 

		
		   
		

		
		  33
		

		
		   
		


		

		
		

		

		 
 

	 and
		Designated Eligible Obligations as provided for in the Intercreditor Agreement
		and such Liens, defects and encumbrances as may be approved by the
		Multi-Currency Administrative Agent, (D) name the Collateral Agent for the
		benefit of the Secured Parties as the insured thereunder, (E) be in the form of
		ALTA Loan Policy - 1992 (or such local equivalent thereof as is reasonably
		satisfactory to the Multi-Currency Administrative Agent), (F) contain a waiver
		of creditors’ rights, a comprehensive lender’s endorsement and such
		other endorsements as the Multi-Currency Administrative Agent shall reasonably
		require (including, but not limited to, a revolving credit endorsement and a
		floating rate endorsement), (G) be issued by Chicago Title Insurance Company,
		First American Title Insurance Company, Lawyers Title Insurance Corporation or
		any other title company reasonably satisfactory to the Multi-Currency
		Administrative Agent (including any such title companies acting as co-insurers
		or reinsurers) and (H) be otherwise in form and substance reasonably
		satisfactory to the Multi-Currency Administrative Agent and (ii) a copy of all
		documents referred to, or listed as exceptions to title, in such title policy
		(or policies), in each case in form and substance reasonably satisfactory to
		the Multi-Currency Administrative Agent;

	  

	 (c) maps or
		plats of an as-built survey of such parcel of Real Property certified to and
		received by (in a manner reasonably satisfactory to each of them) the
		Multi-Currency Administrative Agent and the title insurance company issuing the
		Mortgagee’s Title Insurance Policy for such Mortgage, dated a date
		reasonably satisfactory to the Multi-Currency Administrative Agent and such
		title insurance company, by an independent professional licensed land surveyor
		reasonably satisfactory to the Multi-Currency Administrative Agent and such
		title insurance company, which maps or plats and the surveys on which they are
		based shall be made in form and substance reasonably satisfactory to the
		Multi-Currency Administrative Agent;

	  

	 (d) evidence
		in form and substance reasonably satisfactory to the Multi-Currency
		Administrative Agent that all premiums in respect of each Mortgagee’s
		Title Insurance Policy, all recording fees and stamp, documentary, intangible
		or mortgage recording taxes, if any, in connection with the Mortgage have been
		paid; 

	  

	 (e) a Phase
		I environmental report with respect to such parcel of Real Property, dated a
		date not more than one year prior to the Closing Date, in form and substance
		reasonably satisfactory to the Multi-Currency Administrative Agent;
		and

	  

	 (f) such
		other agreements, documents and instruments in form and substance reasonably
		satisfactory to the Multi-Currency Administrative Agent as the Multi-Currency
		Administrative Agent reasonably deems necessary or appropriate to create,
		register or otherwise perfect, maintain, evidence the existence, substance,
		form or validity of, or enforce a valid and enforceable first priority lien on
		such parcel of Real Property in favor of the Collateral Agent for the benefit
		of the Secured Parties (or in favor of such other trustee as may be required or
		desired under local law) subject only to (A) Customary Permitted Liens, (B)
		Liens securing the Designated Eligible Obligations as provided for in the
		Intercreditor Agreement and (C) such other Liens as the Multi-Currency
		Administrative Agent may reasonably approve.

	  

	 “Mortgage
		Value”
		shall mean, with respect to any parcel of Eligible Real Property, the lesser of
		(a) the Equivalent in Dollars of the maximum stated amount secured by the Lien
		on such parcel of Eligible Real Property granted in favor of the Collateral
		Agent pursuant to the relevant Mortgage and (b) the Equivalent in Dollars of
		

	 
		 

		
		   
		

		
		  34
		

		
		   
		


		

		
		

		

		 
 

	 the
		value of such parcel of Eligible Real Property set forth in the most recent
		Appraisal delivered with respect thereto.

	  

	 “Mortgaged
		Properties”
		shall mean the real property and improvements encumbered by the
		Mortgages.

	  

	 “Mortgagee’s
		Title Insurance Policy”
		shall have the meaning specified in the definition of Mortgage Supporting
		Documents.

	  

	 “Mortgages”
		shall mean the collective reference to the Oxford Mortgage and any fee mortgage
		or the deed of trust, as the case may be, to be made pursuant to Sections
		9.1(d), 10.15 or
		10.16 by the
		fee owner of the Mortgaged Properties, in substantially the form of
		Exhibit
		G, as the
		same may be amended, amended and restated, supplemented or otherwise modified
		from time to time; individually, a “Mortgage”.


	  

	 “Multi-Currency
		Administrative Agent”
		shall have the meaning assigned to such term in the preamble hereto, and shall
		include any successor “Multi-Currency
		Administrative Agent”
		pursuant to Section
		13.7.

	  

	 “Multi-Currency
		Collateral”
		shall have the meaning specified in the Intercreditor Agreement.

	  

	 “Multi-Currency
		Commitment”
		of any Multi-Currency Lender at any date shall mean the obligation of such
		Multi-Currency Lender at such date to (a) make Revolving Credit Loans to the
		Company, (b) participate in Letters of Credit issued on behalf of the Company
		(net of participating interests held by L/C Participants, in the case of
		Letters of Credit issued by such Multi-Currency Lender), (c) participate in
		Swing Line Loans made to the Company and (d) participate in Local Loans and
		Acceptances made to the Local Borrowers, in an aggregate principal and/or face
		amount at any one time outstanding not to exceed the amount set forth opposite
		such Multi-Currency Lender’s name on Schedule
		II (as
		amended to reflect each Assignment and Acceptance executed by such
		Multi-Currency Lender), as such amount may be reduced from time to time
		pursuant to this Agreement, and each additional commitment by such
		Multi-Currency Lender that is included as part of any Facilities Increase;
		collectively, as to all such Multi-Currency Lenders, the “Multi-Currency
		Commitments”.


	  

	 “Multi-Currency
		Commitment Percentage”
		shall mean, with respect to any Multi-Currency Lender at any date, the
		percentage which the Multi-Currency Commitment of such Multi-Currency Lender
		constitutes of the Aggregate Multi-Currency Commitment then in effect (or, if
		no Aggregate Multi-Currency Commitment is then in effect, the percentage which
		the portion of the Aggregate Actual Outstanding Multi-Currency Extensions of
		Credit in which such Multi-Currency Lender then has an interest constitutes of
		the Aggregate Actual Outstanding Multi-Currency Extensions of Credit then
		outstanding).

	  

	 “Multi-Currency
		Facility”
		shall mean the Multi-Currency Commitments and the provisions herein related to
		the Revolving Credit Loans, Swing Line Loans, Letters of Credit, Local Loans
		and Acceptances.

	  

	 “Multi-Currency
		Lender”
		shall mean, at any date, each bank and other financial institution which holds
		a Multi-Currency Commitment.

	 
		 

		
		   
		

		
		  35
		

		
		   
		


		

		
		

		

		 
 

	 “Multi-Currency
		Loans”
		shall mean the collective reference to the Revolving Credit Loans, the Swing
		Line Loans and the Local Loans.

	  

	 “Multi-Currency
		Termination Date”
		shall mean the earlier of (a) the Stated Multi-Currency Termination Date and
		(b) the date on which the Payment Obligations become due and payable pursuant
		to Section
		12.1.


	  

	 “Multiemployer
		Plan”
		shall mean a Plan (other than a welfare plan as defined in Section 3(1) of
		ERISA) which is a multiemployer plan as defined in Section 4001(a)(3) of
		ERISA.

	  

	 “Net Orderly
		Liquidation Percentage”
		shall mean with regard to any class of Eligible Inventory, 85% of the net
		orderly liquidation value percentage of cost specified for such class of
		Eligible Inventory in the most recent Appraisal of such class of Inventory of
		the applicable Loan Party.

	  

	 “Net Orderly
		Liquidation Value”
		shall mean with regard to any Eligible Equipment, the net orderly liquidation
		value of such Eligible Equipment, as determined by reference to the most recent
		Appraisal of such Equipment of the applicable Loan Party.

	  

	 “Net
		Proceeds”
		shall mean, with respect to any Net Proceeds Event of any Person, (a) the gross
		cash consideration, and all cash proceeds of non-cash consideration (including,
		without limitation, any such cash proceeds in the nature of principal and
		interest payments on account of promissory notes or similar obligations),
		received by such Person in connection with such Net Proceeds Event,
		minus (b) the
		sum, without duplication, of:

	  

	 (i) any
		taxes which are paid, actually currently payable or estimated in good faith by
		the Company to become payable to any state, local or foreign taxing authority
		and are directly attributable to such Net Proceeds Event;

	  

	 (ii) any
		federal taxes which are directly attributable to any Net Proceeds Event of such
		Person or any of its Subsidiaries;

	  

	 (iii) the
		amount of fees and commissions (including reasonable investment banking fees),
		legal, title and recording tax expenses and other costs and expenses directly
		incident to such Net Proceeds Event which are paid or payable by such Person
		and its Subsidiaries, other than fees and commissions (including, without
		limitation, management consulting and financial services fees) paid or payable
		to Affiliates of such Person (or officers or employees of such Person or any
		Affiliate of such Person); and

	  

	 (iv) the
		amount of liabilities (other than intercompany liabilities or liabilities owing
		to any Affiliate of such Person), if any, which are required to be repaid at
		the time or as a result of such Net Proceeds Event out of the proceeds
		thereof.

	  

	 “Net
		Proceeds Event”
		shall mean:

	  

	 (a) the
		incurrence by Revlon, the Company or any of the Company’s Subsidiaries of
		any Indebtedness for borrowed money (other than Indebtedness permitted pursuant
		to Section
		11.2);
		and

	 
		 

		
		   
		

		
		  36
		

		
		   
		


		

		
		

		

		 
 

	 (b) with
		respect to the Company and any Subsidiary Guarantor, the sale, lease, transfer
		(by merger or otherwise) or other disposition (including as a result of a
		Property Loss Event but other than (i) in the ordinary course of business, and
		(ii) in respect of intellectual property licenses entered into in the ordinary
		course of business) by the Company or such Subsidiary Guarantor of any interest
		in any real or personal, tangible or intangible, property (including, without
		limitation, the Stock or Stock Equivalents of any Subsidiary of the Company) of
		the Company or such Subsidiary Guarantor to any Person (other than to the
		Company or any of its Subsidiaries or any Permitted Joint Venture pursuant
		to
		Section 11.6(c),
		(e) or
		(g)).


	  

	 “New
		Term Loan Administrative Agent”
		shall mean Citicorp USA, Inc., in its capacity as the administrative agent
		under the New Term Loan Agreement, and any successor thereto.

	  

	 “New
		Term Loan Agreement”
		shall mean (i) the Term Loan Agreement, dated as of December 20, 2006, among
		the Company, the lenders party thereto, the New Term Loan Administrative Agent,
		the Collateral Agent and the other parties thereto, as the same may be amended,
		amended and restated, supplemented or otherwise modified from time to time and
		(ii) if there is a refinancing of the New Term Loans in accordance with
		Section
		11.2(q), the
		agreement providing for such refinancing Indebtedness, as the same may be
		amended, amended and restated, supplemented or otherwise modified from time to
		time.

	  

	 “New
		Term Loan Cure Amount”
		shall mean the “Cure Amount” under and as defined in the New Term
		Loan Agreement.

	  

	 “New
		Term Loan Guaranty”
		shall mean the “Guaranty” under and as defined in the New Term Loan
		Agreement.

	  

	 “New
		Term Loan Lenders”
		shall mean the “Lenders” under and as defined in the New Term Loan
		Agreement.

	  

	 “New
		Term Loan Loan Documents”
		shall mean the “Loan Documents” under and as defined in the New Term
		Loan Agreement.

	  

	 “New
		Term Loan Payment Obligations”
		shall mean the “Payment Obligations” under and as defined in the New
		Term Loan Agreement.

	  

	 “New
		Term Loans”
		shall mean the “Loans” and “Incremental Term Loans” under
		and as defined in the New Term Loan Agreement.

	  

	 “9%
		Senior Notes”
		shall mean the notes in an aggregate principal amount not to exceed $75,535,000
		issued by the Company pursuant to the 9% Senior Notes Indenture, as such 9%
		Senior Notes may be amended, supplemented or otherwise modified from time to
		time to the extent permitted by Section
		11.9.

	  

	 “9%
		Senior Notes Indenture”
		shall mean the collective reference to (a) the Indenture, dated as of November
		6, 1998, between the Company and U.S. Bank Trust National Association, relating
		to the 9% Senior Notes and (b) each instrument, document and agreement
		delivered in connection therewith, as each of the foregoing has been amended
		and supplemented through the date hereof and may be further amended,
		

	  

	 
		 
	 

	 
		37
	 

	 
		 
	 


	 

	 
	 

	 

	  

	 supplemented
		or otherwise modified from time to time to the extent permitted by Section
		11.9.


	  

	 “9%
		Senior Notes Redemption”
		shall mean the redemption, repurchase, defeasance or repayment by the Company
		of all of the outstanding principal amount of the 9% Senior Notes with (a)
		proceeds of Capital Contributions (or contributions of 9% Senior Notes),
		whether or not in exchange for equity, from Revlon, (b) proceeds of
		Indebtedness of the Company that is permitted to be incurred under Section
		11.2(b), (c)
		Excess Cash Flow as permitted under Section
		11.9(c)(iv) or (d)
		funds from other sources acceptable to the Required Lenders.

	  

	 “Non-Excluded
		Taxes”
		shall have the meaning assigned to such term in
		Section 7.12(a).


	  

	 “Non-Funding
		Lender”
		shall have the meaning assigned to such term in
		Section 7.15(b).

	  

	 “Non-Voting
		Stock”
		shall have the meaning assigned to such term in Section
		10.11(b).


	  

	 “Note”
		shall mean any Term Loan Note or any Revolving Credit Note, as the context may
		require; collectively, the “Notes”.


	  

	 “Notice
		of Actionable Default”
		shall have the meaning assigned to such term in the Intercreditor
		Agreement.


	  

	 “Notice
		of Borrowing”
		shall have the meaning assigned to such term in
		Section 2.3(a).

	  

	 “Notice
		of Conversion or Continuation”
		shall have the meaning assigned to such term in Section
		7.7(a).


	  

	 “Notice
		of Intent to Cure”
		shall have the meaning assigned to such term in Section
		10.2(b).
		

	  

	 “Other
		Taxes”
		shall mean any and all present or future stamp or documentary taxes or any
		other excise or property taxes, charges or similar levies arising from any
		payment made hereunder or from the execution, delivery or enforcement of, or
		otherwise with respect to, this Agreement or any other Loan
		Document.

	  

	 “Oxford
		Mortgage”
		shall mean the Mortgage in favor of the Collateral Agent, for the benefit of
		the Multi-Currency Secured Parties (as defined in the Pledge and Security
		Agreement), on the Real Property owned by the Company which is located in
		Oxford, North Carolina, as amended, supplemented or otherwise modified from
		time to time.

	  

	 “Parent”
		shall have the meaning assigned to such term in Section
		10.8.

	  

	 “Patent”
		shall have the meaning assigned to such term in the Pledge and Security
		Agreement.

	  
		
		   
		

		
		  38
		

		
		   
		


		

		
		

		

		 
 

	 “Payment
		Obligations”
		shall mean the unpaid principal of and interest on (including interest accruing
		after the maturity of the Loans and L/C Reimbursement Obligations and interest
		accruing after the filing of any petition in bankruptcy, or the commencement of
		any insolvency, reorganization or like proceeding, relating to the Company or
		any Local Borrowing Subsidiary, whether or not a claim for post-filing or
		post-petition interest is allowed in such proceeding) the Loans and all other
		obligations and liabilities of the Company and each Local Borrowing Subsidiary
		to any Administrative Agent, any Lender or any Issuing Lender, whether direct
		or indirect, absolute or contingent, due or to become due, or now existing or
		hereafter incurred, which may arise under, out of, or in connection with, this
		Agreement, any other Loan Document, the Letters of Credit, or any other
		document made, delivered or given in connection herewith or therewith, whether
		on account of principal, interest, reimbursement obligations, fees,
		indemnities, reasonable and documented costs, reasonable and documented
		expenses (including all fees, charges and disbursements of counsel to the
		Administrative Agents, the Collateral Agent or to any Lender or Issuing Lender
		that are required to be paid by the Company pursuant hereto) or
		otherwise.

	  

	 “PBGC”
		shall mean the Pension Benefit Guaranty Corporation established pursuant to
		Subtitle A of Title IV of ERISA.

	  

	 “Permitted
		Acquisition”
		shall mean the purchase by the Company or any of its Subsidiaries of all or
		substantially all of the assets or all of the stock (other than directors’
		qualifying shares) of one or more Persons, or of all or substantially all of
		the assets which comprise any business unit of any such person, if such
		purchase or acquisition complies with the following criteria:

	  

	 (a) no
		Default or Event of Default shall be in effect prior to or after giving effect
		to such purchase, and the Company shall have delivered to the Administrative
		Agents a certificate of a Responsible Officer of the Company to such
		effect;

	  

	 (b) after
		giving effect to the consummation of such purchase and to the incurrence of any
		Indebtedness associated therewith, the Company shall be in pro forma compliance
		with the covenant in Section
		11.1(b) if then
		applicable, and the Company shall have delivered to the Administrative Agents
		such financial information as the Administrative Agents shall reasonably
		request to demonstrate such pro forma compliance;

	  

	 (c) the
		Person or business unit purchased shall be in business of the same general type
		as conducted on the Closing Date by the Company and its
		Subsidiaries;

	  

	 (d) any
		Person whose stock is directly or indirectly purchased shall be, after giving
		effect to such purchase, a direct or an indirect wholly-owned subsidiary of the
		Company; and

	  

	 (e) the
		aggregate fair market value of the consideration paid by the Company and its
		Subsidiaries (including any assumption of Indebtedness in connection with all
		such purchases, but excluding any such consideration paid with the proceeds of,
		or Stock or Stock Equivalents issued pursuant to, an Equity Offering or any
		M&F Loans and reduced by an amount equal to the Net Proceeds received by
		the Company and its Subsidiaries from any Net Proceeds Event on account of any
		Resale Transaction with 

	 
		 

		
		   
		

		
		  39
		

		
		   
		


		

		
		

		

		 
 

	 respect
		to any Permitted Acquisition) for all such purchases on and after the Amendment
		No. 4 Effective Date shall not exceed $100,000,000.

	  

	 “Permitted
		Cure Security”
		means equity securities of the Company issued to Revlon (a) having no mandatory
		redemption, repurchase, repayment or similar requirements prior to the date
		which occurs six months after the Stated Multi-Currency Termination Date and
		(b) that are not convertible into or exchangeable for (i) debt securities or
		(ii) any equity securities that have mandatory redemption, repurchase,
		repayment or similar requirements prior to the date which occurs six months
		after the Stated Multi-Currency Termination Date and, in each case, upon which
		any required dividends or distributions shall be payable in additional shares
		of such security only.

	  

	 “Permitted
		Intercompany Transfers”
		shall mean any:

	  

	 (i) merger
		or consolidation of any Subsidiary of the Company with or into the Company;
		provided,
		however, that
		the Company shall be the continuing or surviving corporation;

	  

	 (ii) merger
		or consolidation of any Subsidiary of the Company with or into any one or more
		wholly-owned Subsidiaries of the Company (or to any Person which, after giving
		effect to such merger or consolidation and to any other concurrent merger or
		consolidation involving the Company or any of its Subsidiaries that is
		permitted under Section
		11.5, is a
		wholly-owned Subsidiary of the Company); provided,
		however, that
		if such merger or consolidation involves a Subsidiary Guarantor and a
		Subsidiary of the Company that is not a Subsidiary Guarantor, such Subsidiary
		Guarantor shall be the continuing or surviving corporation or, if such
		Subsidiary Guarantor shall not be the continuing or surviving corporation, the
		continuing or surviving corporation shall become a Subsidiary Guarantor (prior
		to or concurrently with the consummation of such merger or
		consolidation);

	  

	 (iii) (A) any
		liquidation and distribution by any Subsidiary of the Company of its assets to
		the Company or to any one or more Subsidiary Guarantors (or to any Person
		which, simultaneously with such transaction and after giving effect to such
		liquidation and distribution and to any other concurrent liquidation and
		distribution involving any of the Company’s Subsidiaries that is permitted
		under Section
		11.5, shall
		become a Subsidiary Guarantor and the Company shall comply with Sections
		10.10, 10.11 and
		10.12
		to the
		extent required thereby) or, if such Subsidiary is not a Subsidiary Guarantor,
		to any one or more wholly-owned Subsidiaries of the Company or (B) any
		liquidation and distribution by any Subsidiary of the Company that is not a
		Subsidiary Guarantor to any wholly-owned Subsidiary of the Company that is not
		a Subsidiary Guarantor;

	  

	 (iv) any
		sale, lease, assignment, transfer or any other disposition by the Company of,
		in one transaction or a series of related transactions, all or any part of its
		business or assets to any Subsidiary Guarantor;

	  

	 (v) any
		sale, lease, assignment, transfer or any other disposition by any Subsidiary
		of, in one transaction or a series of related transactions, all or any part of
		its business or assets to the Company or, if such Subsidiary is a Subsidiary
		Guarantor, to any Subsidiary Guarantor or, if such Subsidiary is not a
		Subsidiary Guarantor, to any other wholly-owned Subsidiary of the Company;
		or

	 
		 

		
		   
		

		
		  40
		

		
		   
		


		

		
		

		

		 
 

	 (vi) the
		sale, lease, assignment, transfer or other disposal by the Company or any of
		its Subsidiaries of any Disposition Assets (including, without limitation,
		capital stock constituting Disposition Assets) to the Company or any of its
		Subsidiaries or the merger or consolidation or liquidation with or into the
		Company or any of its Subsidiaries of any Subsidiary of the Company listed on
		Schedule
		8.13 as being
		scheduled for dissolution or liquidation; provided,
		however, that
		the Company or a Subsidiary not listed on Schedule
		8.13 as
		being scheduled for dissolution or liquidation shall be the ultimate continuing
		or surviving corporation;

	  

	 provided,
		however, that,
		after giving effect to any such Permitted Intercompany Transfer, the Collateral
		Agent shall maintain a security interest in any property so transferred in
		which it had a security interest prior to such Permitted Intercompany Transfer
		with the same priority as prior to such Permitted Intercompany
		Transfer.

	  

	 “Permitted
		Joint Venture”
		shall mean a joint venture arrangement (whether structured as a corporation,
		partnership or other contractual relationship) between the Company or any of
		its Subsidiaries, on the one hand, and a third party that is not directly or
		indirectly controlled by Ronald O. Perelman, on the other hand, the primary
		business of which joint venture is the development, manufacture, distribution
		and/or sale (including marketing and advertising) of products relating to the
		beauty, skin care, fragrance and/or personal care businesses or otherwise
		derived from the proprietary intellectual property of the Company and its
		Subsidiaries (or of holding properties incidental to such
		businesses).

	  

	 “Permitted
		M&F Loan Amount”
		shall have the meaning assigned to such term in Section
		11.2(i).


	  

	 “Permitted
		Third Lien Financing”
		shall mean third lien Indebtedness of the Company or any Subsidiary that (a)
		shall have a third lien on the Multi-Currency Collateral, junior to the Liens
		securing the Payment Obligations and the Liens securing the New Term Loan
		Payment Obligations, (b) shall have a third lien on the Term Loan Collateral,
		junior to the Liens securing the New Term Loan Payment Obligations and the
		Liens securing the Payment Obligations, (c) is subject to an intercreditor
		agreement on terms satisfactory to the Multi-Currency Administrative Agent and
		the New Term Loan Administrative Agent, (d) is on terms, taken as a whole, that
		are not more restrictive to the Company or any Subsidiary than this Agreement
		or the New Term Loan Agreement (other than the interest rate and fees
		applicable to such refinancing Indebtedness, which shall not be less favorable
		to the obligor than it would obtain in an arm’s length transaction with a
		Person that is not an Affiliate thereof and shall reflect the prevailing market
		conditions at the time of such refinancing); provided, that a
		certificate of a Responsible Officer delivered to the Multi-Currency
		Administrative Agent at least five Business Days prior to the incurrence of
		such refinancing Indebtedness, together with a reasonably detailed description
		of the material terms and conditions of such Indebtedness or drafts of the
		documentation relating thereto, stating that the Company has determined in good
		faith that such terms and conditions satisfy the foregoing requirement shall be
		conclusive evidence that such terms and conditions satisfy the foregoing
		requirement unless the Multi-Currency Administrative Agent notifies the Company
		within such five Business Day period that it disagrees with such determination
		(including a reasonable description of the basis upon which it disagrees), (e)
		has a final maturity date no earlier than six months after the Stated
		Multi-Currency Termination Date, and (f) has a principal amount not to exceed
		the principal amount of the Subordinated Notes refinanced thereby 


	 
		 

		
		   
		

		
		  41
		

		
		   
		


		

		
		

		

		 
 

	 together
		with any premium actually paid thereon and reasonable costs and expenses
		(including underwriting discounts) incurred in connection with such
		refinancing; provided,
		however, that
		after giving pro forma effect to such Permitted Third Lien Financing, as of the
		date of the most recent financial statements delivered pursuant to Section
		10.1, the
		Company’s Senior Secured Leverage Ratio shall be less than 3.25 to
		1.0.

	  

	 “Person”
		shall mean an individual, a partnership, a corporation, a business trust, a
		joint stock company, a limited liability company, a trust, an unincorporated
		association, a joint venture, a Governmental Authority or any other entity of
		whatever nature.

	  

	 “Petroleum
		Products”
		shall mean gasoline, diesel fuel, motor oil, waste or used oil, heating oil,
		kerosene and any other petroleum products, including crude oil or any fraction
		thereof.

	  

	 “Plan”
		shall mean at any particular time, any employee benefit plan which is covered
		by ERISA and in respect of which the Company or a Commonly Controlled Entity is
		(or, if such plan was terminated at such time, would under Section 4069 of
		ERISA be deemed to be) an “employer”
		as defined in Section 3(5) of ERISA.

	  

	 “Pledge
		and Security Agreement”
		shall mean the Pledge and Security Agreement, substantially in the form of
		Exhibit
		F,
		executed by the Company and each other Guarantor, as the same may be amended,
		amended and restated, supplemented or otherwise modified from time to
		time.

	  

	 “Pledged
		Debt Instruments”
		shall have the meaning assigned to such term (or any analogous term) in the
		Pledge and Security Agreement.

	  

	 “Pledged
		Stock”
		shall have the meaning assigned to such term (or any analogous term) in the
		Pledge and Security Agreement.

	  

	 “Potential
		Withdrawal Liability”
		shall have the meaning assigned to such term in
		Section 8.8.


	  

	 “Pounds”
		shall mean pounds sterling in lawful currency of the United
		Kingdom.

	  

	 “Prepayment
		Fee”
		shall mean, with respect to any prepayment of the Term Loans (whether optional
		or mandatory) pursuant to Section
		7.2,
		Section
		7.3 (except
		any prepayment required under Section
		7.3(c)) or
		Section
		14.1(c) during
		any period set forth below, a fee equal to the percentage of the aggregate
		principal amount of such prepayment set forth opposite such
		period:

	  

	 
			
				Prepayment
				  Date
 	
				Prepayment
				  Fee
 
	 	 
	
				On or
				  prior to the first anniversary of the Closing Date
 	
				5.00%

				
	 	 
	
				After
				  the first anniversary of the Closing Date and on or prior to the second
				  anniversary of the Closing Date
 	
				3.00%

				

 

	  
		
		   
		

		
		  42
		

		
		   
		


		

		
		

		

		 
 

	 
			 	 
	
				After
				  the second anniversary of the Closing Date and on or prior to the third
				  anniversary of the Closing Date
 	
				1.00%

				
	 	 
	
				After
				  the third anniversary of the Closing Date
 	
				None

				

 

	  

	 “Prior
		Tax Sharing Agreement”
		shall mean the Tax Sharing Agreement entered into as of June 24, 1992, as
		amended and restated, among the Company and certain of its Subsidiaries,
		Revlon, Revlon Holdings and M&FH.

	  

	 “Proceeds”
		shall have the meaning assigned to such term in the UCC.

	  

	 “Property
		Loss Event”
		shall mean (a) any loss of or damage to property of the Company or any of its
		Subsidiaries or (b) any taking of property of the Company or any of its
		Subsidiaries.

	  

	 “Protective
		Advances”
		means all expenses, disbursements and advances incurred by the Multi-Currency
		Administrative Agent pursuant to the Loan Documents after the occurrence and
		during the continuance of an Event of Default that the Multi-Currency
		Administrative Agent, in its sole discretion exercised reasonably, deems
		necessary or desirable to preserve or protect the Multi-Currency Collateral or
		any portion thereof or to enhance the likelihood, or maximize the amount, of
		repayment of the Payment Obligations of the Multi-Currency Lenders;
		provided,
		however, that
		the aggregate principal amount of such Protective Advances shall not exceed the
		lesser of $10,000,000 and the aggregate amount of the unused Multi-Currency
		Commitments.

	  

	 “Real
		Property”
		of any Person shall mean the Land of such Person, together with the right,
		title and interest of such Person, if any, in and to the streets, the Land
		lying in the bed of any streets, roads or avenues, opened or proposed, in front
		of, the air space and development rights pertaining to the Land and the right
		to use such air space and development rights, all rights of way, privileges,
		liberties, tenements, hereditaments and appurtenances belonging or in any way
		appertaining thereto, all fixtures, all easements now or hereafter benefiting
		the Land and all royalties and rights appertaining to the use and enjoyment of
		the Land, including all alley, vault, drainage, mineral, water, oil and gas
		rights, together with all of the buildings and other improvements now or
		hereafter erected on the Land and any fixtures appurtenant
		thereto.

	  

	 “Refinancing”
		shall mean the refinancing of the Term Loans with proceeds of the New Term Loan
		Agreement.

	  

	 “Refunded
		Swing Line Loans”
		shall have the meaning assigned to such term in
		Section 4.1(c).


	  

	 “Register”
		shall have the meaning assigned to such term in Section
		14.6(c).


	  

	 “Related
		Fund”
		shall mean any Fund that is advised or managed by (a) a Lender, (b) an
		Affiliate of a Lender or (c) an entity or Affiliate of an entity that
		administers or manages a Lender.

	 
		 

		
		   
		

		
		  43
		

		
		   
		


		

		
		

		

		 
 

	 “Release”
		shall mean, with respect to any Person, any release, spill, emission, leaking,
		pumping, injection, deposit, disposal, discharge, dispersal, leaching or
		migration, in each case, of any Hazardous Material into the indoor or outdoor
		environment or into or out of any property owned, leased or operated by such
		Person, including the movement of Hazardous Materials through or in the air,
		soil, surface water, ground water or property.

	  

	 “Remedial
		Action”
		shall mean all actions required to (a) clean up, remove, treat or in any other
		way address any Hazardous Material in the indoor or outdoor environment, (b)
		prevent the Release or threat of Release or minimize the further Release so
		that a Hazardous Material does not migrate or endanger or threaten to endanger
		public health or welfare or the indoor or outdoor environment or (c) perform
		pre-remedial studies and investigations and post-remedial monitoring and
		care.

	  

	 “Reorganization”
		shall mean with respect to any Multiemployer Plan, the condition that such Plan
		is in reorganization within the meaning of such term as used in Section 4241 of
		ERISA.

	  

	 “Reportable
		Event”
		shall mean any of the events set forth in Section 4043(c) of ERISA, other than
		those events as to which the 30-day notice period is waived under subsections
		.27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg.
		§ 4043.

	  

	 “Required
		Lenders”
		shall mean the Required Term Loan Lenders and the Required Multi-Currency
		Lenders.

	  

	 “Required
		Multi-Currency Lenders”
		at any date shall mean (i) until all Payment Obligations arising under the
		Multi-Currency Facility have been Fully Satisfied, the Multi-Currency Lenders
		having more than 50% of the Aggregate Multi-Currency Commitment then in effect
		or, after the Multi-Currency Termination Date, 50% of the Aggregate Actual
		Outstanding Multi-Currency Extensions of Credit then outstanding; provided,
		however, that
		for purposes of determining “Required
		Multi-Currency Lenders,”
		Swing Line Loans shall be deemed to be held ratably by the Multi-Currency
		Lenders and not by the Swing Line Lender; provided,
		further, that a
		Non-Funding Lender shall not be included in the calculation of
		“Required
		Multi-Currency Lenders;”
		and (ii) after all such Payment Obligations have been Fully Satisfied, the Term
		Loan Lenders having more than 50% of the principal amount of all Term Loans
		then outstanding.

	  

	 “Required
		Term Loan Lenders”
		at any date shall mean (i) until all Payment Obligations arising under the Term
		Loan Facility have been Fully Satisfied, the Term Loan Lenders having more than
		50% of the Aggregate Term Loan Commitment then in effect or, after the Closing
		Date, 50% of the principal amount of all Term Loans then outstanding; and (ii)
		after all such Payment Obligations have been Fully Satisfied, the
		Multi-Currency Lenders having more than 50% of the Aggregate Multi-Currency
		Commitment then in effect or, after the Multi-Currency Termination Date, 50% of
		the Aggregate Actual Outstanding Multi-Currency Extensions of Credit then
		outstanding; provided,
		however, that
		for purposes of determining “Required
		Term Loan Lenders,”
		Swing Line Loans shall be deemed to be held ratably by the Multi-Currency
		Lenders and not by the Swing Line Lender; provided,
		further, that a
		Non-Funding Lender shall not be included in the calculation of
		“Required
		Term Loan Lenders.”


	  

	 “Requirement
		of Law”
		for any Person shall mean the Certificate of Incorporation and By-Laws or other
		organizational or governing documents of such Person, and any 

	 
		 

		
		   
		

		
		  44
		

		
		   
		


		

		
		

		

		 
 

	 law,
		treaty, rule or regulation, or determination of an arbitrator or a court or
		other Governmental Authority, in each case applicable to or binding upon such
		Person or any of its material property or to which such Person or any of its
		material property is subject.

	  

	 “Resale
		Transaction”
		shall mean the sale, transfer or other disposition by the Company or any of its
		Subsidiaries of any asset acquired by it after the date hereof pursuant to an
		Investment or Permitted Acquisition; provided,
		however, that,
		within 180 days following the consummation of such Investment or Permitted
		Acquisition, the Administrative Agents receive written notice from the Company
		identifying such asset (with reasonable specificity) and stating that such
		asset is being held for disposition in a Resale Transaction.

	  

	 “Responsible
		Officer”
		shall mean any officer at the level of Vice President or higher of the relevant
		Person or, with respect to financial matters, the Chief Financial Officer,
		Treasurer, Controller or Vice President, Finance and Treasury of the relevant
		Person.

	  

	 “Restricted
		Payment”
		shall mean (a) any payment by the Company of a dividend (other than a dividend
		payable solely in common stock of the Company) or distribution on, or any
		payment by the Company or any of its Subsidiaries on account of the purchase,
		redemption or retirement of, or any other distribution on, any Stock or Stock
		Equivalents of the Company (including any such payment or distribution in cash
		or in property or obligations of the Company or any of its Subsidiaries), (b)
		any loan or advance, or the making of any other investment, by the Company or
		any of its Subsidiaries to or in any Affiliate of the Company, (c) the payment
		by the Company or any of its Subsidiaries of any management or administrative
		fee (including, without limitation, any management consulting and financial
		services fees) to any Affiliate of the Company or of any salary, bonus or other
		form of compensation (other than in the ordinary course of business) to any
		Person who is a significant stockholder or principal officer of any Affiliate
		of the Company, or (d) any payment by the Company or any of its Subsidiaries to
		any Affiliate of the Company pursuant to the Prior Tax Sharing Agreement or (e)
		any payment by the Company or any of its Subsidiaries of principal or interest
		in respect of amounts from time to time outstanding under any Capital
		Contribution Note; provided,
		however, that
		any amounts paid from time to time to Revlon (including, without limitation,
		payments to Revlon pursuant to the Company Tax Sharing Agreement) to finance
		the actual payment by Revlon of expenses and obligations incurred by Revlon to
		Persons other than Affiliates of Revlon (or officers or employees of any such
		Affiliate) shall not be “Restricted
		Payments”
		to the extent that such expenses and obligations, if they had been incurred by
		the Company, would not have been prohibited hereunder and were incurred by
		Revlon without violating the provisions of Section
		12.1(p).


	  

	 “REV
		Holdings”
		shall mean REV Holdings LLC, a Delaware limited liability company.


	  

	 “Revlon”
		shall mean Revlon, Inc., a Delaware corporation and the immediate Parent of the
		Company.

	  

	 “Revlon
		Holdings”
		shall mean Revlon Holdings LLC, a Delaware limited liability
		company.

	 
		 

		
		   
		

		
		  45
		

		
		   
		


		

		
		

		

		 
 

	 “Revolving
		Credit Loan”
		and “Revolving
		Credit Loans”
		shall have the meanings assigned to such terms in
		Section 3.1(a).


	  

	 “Revolving
		Credit Note”
		shall have the meaning assigned to such term in
		Section 3.2(c).


	  

	 “ROP”
		shall have the meaning assigned to such term in Section
		12.1(g).


	  

	 “RPH”
		shall mean Revlon Professional Holding Company LLC, a Delaware limited
		liability company.

	  

	 “S&P”
		shall mean Standard & Poor’s Corporation (and any successor
		thereto).

	  

	 “Secured
		Obligations”
		shall mean, collectively (i) in the case of the Company, the Payment
		Obligations and New Term Loan Payment Obligations of the Company, (ii) in
		the case of each Loan Party, the obligations of each Loan Party under
		(A) the Guaranty and the other Loan Documents to which it is a party and
		(B) the New Term Loan Guaranty and the New Term Loan Loan Documents to
		which it is a party and (iii) the Designated Eligible
		Obligations.

	  

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

	  

	 “Securities
		Account”
		shall have the meaning assigned to such term in the UCC.

	  

	 “Securities
		Account Control Agreement”
		shall have the meaning specified in the Pledge and Security
		Agreement.

	  

	 “Securities
		Intermediary”
		shall have the meaning assigned to such term in the UCC.

	  

	 “Security
		Documents”
		shall mean the Intercreditor Agreement, the Guaranty, the Pledge and Security
		Agreement, the Mortgages and all other security documents hereafter delivered
		to the Administrative Agents granting a security interest in any asset or
		assets of any Loan Party to secure the Payment Obligations of any Borrower
		hereunder, under the Notes and/or under any Draft and any other Secured
		Obligations, or to secure any guarantee of any such Payment Obligations and
		other Secured Obligations (and including (a) the Multi-Currency Debenture
		between the Company, Charles of the Ritz Group Ltd., Charles Revson Inc. and
		Revlon International Corporation (UK Branch), as Chargors, and the Collateral
		Agent, (b) the Term Loan Debenture between the Company, Charles of the Ritz
		Group Ltd., Charles Revson Inc. and Revlon International Corporation (UK
		Branch), as Chargors, and the Collateral Agent, (c) the Share Charge Agreement
		between Revlon International Corporation and the Collateral Agent, (d) the
		Share Charge Agreement between the Company and the Collateral Agent, (e) the
		Share Pledge Agreement between Revlon International Corporation and the
		Collateral Agent and (f) the Trademark Security Agreement among the Company,
		Charles of the Ritz Group Ltd., Charles Revson Inc. and the Collateral Agent,
		as each may be amended, amended and restated, supplemented or otherwise
		modified from time to time).

	 
		 

		
		   
		

		
		  46
		

		
		   
		


		

		
		

		

		 
 

	 “Senior
		Notes Indenture”
		shall mean the collective reference to (a) the Indenture, dated as of March 16,
		2005, between the Company and U.S. Bank Trust National Association, relating to
		the Existing Senior Notes and any additional notes issued hereafter thereunder
		and (b) each instrument, document and agreement delivered in connection
		therewith, as each of the foregoing has been amended and supplemented through
		the date hereof and may be further amended, supplemented or otherwise modified
		from time to time to the extent permitted by Section
		11.9.


	  

	 “Senior
		Secured Debt”
		shall mean, at any date, (a) the aggregate principal amount of any secured
		Indebtedness of the Company and its Subsidiaries described in clauses (a), (b),
		(c), (d), (e) (to the extent of any reimbursement obligation that is unpaid)
		and (f) in the definition of “Indebtedness” at such date and all
		Indebtedness of the types referred to in this definition which is guaranteed
		directly or indirectly by the Company or any of its Subsidiaries, determined on
		a consolidated basis in accordance with GAAP, other than (i) any Indebtedness,
		including letters of credit, secured solely by cash collateral to the extent
		permitted hereunder and (ii) the aggregate principal amount then outstanding of
		the Multi-Currency Loans, L/C Obligations and Acceptances minus (b) the amount
		of all cash and Cash Equivalents that would, in conformity with GAAP, be
		included in “total current assets” (or like caption) on a
		consolidated balance sheet of the Company and its Subsidiaries at such time in
		excess of $20,000,000 (less (i) the aggregate principal amount then outstanding
		of the Multi-Currency Loans and (ii) any amount that constitutes a Cure Amount
		or a New Term Loan Cure Amount).

	  

	 “Senior
		Secured Leverage Ratio”
		shall mean, for any period, the amount equal to the ratio of (a) Senior Secured
		Debt on the last day of such period to (b) EBITDA of the Company and its
		Subsidiaries for the period of four consecutive fiscal quarters ended on the
		last day of such period.

	  

	 “Significant
		Trademark”
		shall mean each Trademark of the Company and its Domestic Subsidiaries on the
		Closing Date and each other Trademark from time to time which, in either case,
		is of such a nature that the Company or its Subsidiaries in accordance with its
		ordinary business practice then in effect would file an application for
		trademark registration in the United States Patent and Trademark
		Office.

	  

	 “Single
		Employer Plan”
		shall mean any Plan (other than a Multiemployer Plan) which is covered by Title
		IV of ERISA.

	  

	 “Specified
		Default”
		shall mean any Default by the Company and its Subsidiaries in the observance or
		performance of any covenant or agreement contained in Sections
		10.10, 10.11, 10.12,
		10.13
		or
		10.14.


	  

	 “Specified
		Dispositions”
		shall mean the sale, transfer or other disposition of (a) the Stock of
		Subsidiaries constituting Disposition Assets, (b) assets of any Subsidiary
		constituting a Disposition Asset, (c) any assets (including, without
		limitation, Stock) directly relating to the brands constituting Disposition
		Assets and (d) any other asset which constitutes a Disposition
		Asset.

	  

	 “Special
		Purpose Vehicle”
		means any special purpose funding vehicle identified as such in writing by any
		Lender to the Administrative Agent.

	  

	 
		 
	 

	 
		47
	 

	 
		 
	 


	 

	 
	 

	 

	  

	 “Standby
		Letter of Credit”
		shall have the meaning assigned to such term in Section
		5.1(a).

	  

	 “Stated
		Multi-Currency Termination Date”
		shall mean January 15, 2012.

	  

	 “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.


	  

	 “Stockholders
		Agreement”
		shall mean the Stockholders Agreement dated February 20, 2004 by and between
		Revlon and Fidelity Management & Research Co., as amended through the date
		hereof and as the same may be amended, supplemented or otherwise modified from
		time to time.

	  

	 “Subordinated
		Notes”
		shall mean the notes in an aggregate principal amount not to exceed
		$327,078,000, issued by the Company pursuant to the Subordinated Notes
		Indenture, as such Subordinated Notes may be amended, supplemented or otherwise
		modified from time to time to the extent permitted by
		Section 11.9.


	  

	 “Subordinated
		Notes Indenture”
		shall mean the Indenture, dated as of February 1, 1998, between the Company and
		U.S. Bank Trust National Association (formerly known as First Trust National
		Association), relating to the 8-5/8% Senior Subordinated Notes of the Company,
		as the same may be amended, supplemented or otherwise modified from time to
		time to the extent permitted by Section
		11.9.


	  

	 “Subsidiary”
		of any Person shall mean a corporation or other entity of which an aggregate of
		more than 50% of the shares of Stock or Stock Equivalents having ordinary
		voting power (irrespective of whether, at the time, such Stock or Stock
		Equivalents have or might have such power only by reason of the happening of a
		contingency) to elect the directors of such corporation, or other Persons
		performing similar functions for such entity, are owned or controlled, directly
		or indirectly, by such Person or one or more Subsidiaries of such Person;
		provided,
		however, that,
		(a) unless otherwise qualified, all references to a “Subsidiary”
		or to “Subsidiaries”
		in this Agreement shall refer to a Subsidiary or Subsidiaries of the Company,
		but shall exclude RPH, and (b) unless otherwise qualified, all references to a
		“wholly-owned
		Subsidiary”
		in this Agreement shall refer to a Subsidiary or Subsidiaries of the Company of
		which the Company directly or indirectly owns all of the capital stock or other
		equity interests (other than directors’ qualifying shares).

	  

	 “Subsidiary
		Guarantor”
		shall mean each Guarantor that is a Subsidiary of the Company.

	  

	 “Supermajority
		Multi-Currency Lenders”
		at any date shall mean the Multi-Currency Lenders having more than 66-2/3% of
		the Aggregate Multi-Currency Commitment then in effect or, after the
		Multi-Currency Termination Date, 66-2/3% of the Aggregate Actual Outstanding
		Multi-Currency Extensions of Credit then outstanding; 

	 
		 

		
		   
		

		
		  48
		

		
		   
		


		

		
		

		

		 
 

	 provided,
		however, that
		for purposes of determining “Supermajority
		Multi-Currency Lenders,”
		Swing Line Loans shall be deemed to be held ratably by the Multi-Currency
		Lenders and not by the Swing Line Lender; provided,
		further, that a
		Non-Funding Lender shall not be included in the calculation of
		“Supermajority
		Multi-Currency Lenders.”


	  

	 “Surplus
		Assets”
		shall mean personal property of the Company and its Subsidiaries which has been
		used in the business of the Company and its Subsidiaries for not less than one
		year and which is sufficiently immaterial to the conduct of the business of the
		Company and its Subsidiaries that the contribution thereof to any Permitted
		Joint Venture would not result in the acquisition by the Company or any of its
		Subsidiaries of a substantially similar item of personal property during the
		period of one year following the date of such contribution.

	  

	 “Swing
		Line Lender”
		shall mean Citicorp or any other Multi-Currency Lender that becomes the
		Multi-Currency Administrative Agent or agrees, with the approval of the
		Multi-Currency Administrative Agent and the Company, to act as the Swing Line
		Lender hereunder, in each case, in its capacity as the Swing Line Lender
		hereunder.

	  

	 “Swing
		Line Loan Request”
		shall have the meaning assigned to such term in Section
		4.1(a).


	  

	 “Swing
		Line Loans”
		shall have the meaning assigned to such term in Section
		4.1(a).

	  

	 “Syndicated
		Lender”
		shall mean each Lender, other than the Local Fronting Lenders (acting in their
		respective capacities as such); collectively, the “Syndicated
		Lenders”.


	  

	 “Syndicated
		Loan”
		shall mean a Term Loan, a Revolving Credit Loan or a Swing Line Loan, as the
		context shall require; collectively, the “Syndicated
		Loans”.


	  

	 “Syndication
		Agent”
		shall mean UBS Securities LLC, in its capacity as Syndication
		Agent.

	  

	 “Synthetic
		Purchase Agreement”
		shall mean any agreement pursuant to which the Company or any of its
		Subsidiaries is or may become obligated to make (a) any payment in connection
		with the purchase by any third party from a Person other than the Company or
		any of its Subsidiaries of any Stock or Stock Equivalents of the Company or any
		of its Subsidiaries or any Indebtedness referred to in Section
		11.9 (other
		than in connection with any such payment which the Company or any of its
		Subsidiaries would be permitted to make pursuant to Section
		11.7 or
		11.9, as
		applicable) or (b) any payment (except as otherwise expressly permitted by
		Section
		11.7 or
		11.9), the
		amount of which is determined by reference to the price or value at any time of
		any such Stock, Stock Equivalents or Indebtedness; provided,
		however, that
		no phantom stock or similar plan providing for payments only to current or
		former directors, officers or employees of the Company or any of its
		Subsidiaries (or to their heirs or estates) shall be deemed to be a Synthetic
		Purchase Agreement.

	  

	 “Target
		Operating Day”
		shall mean any date that is not (a) a Saturday or Sunday, (b) Christmas Day or
		New Year’s Day or (c) any other day on which the Trans-European
		

	 
		 

		
		   
		

		
		  49
		

		
		   
		


		

		
		

		

		 
 

	 Real-time
		Gross Settlement Operating System (or any successor settlement system) is not
		operating (as determined by the Administrative Agents).

	  

	 “Taxable
		Lender”
		shall have the meaning assigned to such term in Section
		7.12(e).

	  

	 “Term
		Loan”
		and “Term
		Loans”
		shall have the meanings assigned to such terms in
		Section 2.1.


	  

	 “Term
		Loan Administrative Agent”
		shall have the meaning assigned to such term in the preamble hereto, and shall
		include any successor “Term Loan Administrative Agent” pursuant to
		Section
		13.7;
		provided,
		however, that
		after all Payment Obligations arising under the Term Loan Facility have been
		Fully Satisfied, all of the duties of the Term Loan Administrative Agent under
		this Agreement shall be performed by the Multi-Currency Administrative Agent in
		its capacity as Multi-Currency Administrative Agent.

	  

	 “Term
		Loan Collateral”
		shall have the meaning specified in the Intercreditor Agreement.

	  

	 “Term
		Loan Commitment”
		of any Term Loan Lender shall mean the obligation of such Term Loan Lender to
		make Term Loans to the Company on the Closing Date, in an aggregate principal
		amount not to exceed the amount set forth opposite such Term Loan Lender’s
		name on Schedule
		II;
		collectively, as to all such Term Loan Lenders, the “Term
		Loan Commitments”.


	  

	 “Term
		Loan Facility”
		shall mean the Term Loan Commitment and the provisions herein related to the
		Term Loans.

	  

	 “Term
		Loan Lender”
		shall mean each bank or other financial institution from time to time party
		hereto which holds a Term Loan Commitment or a Term Loan; collectively, the
		“Term
		Loan Lenders”.


	  

	 “Term
		Loan Maturity Date”
		shall mean the date which is the sixth anniversary of the Closing
		Date.

	  

	 “Term
		Loan Note”
		shall mean a promissory note of the Company, substantially in the form of
		Exhibit
		A with
		appropriate insertions as to date and principal, payable to a Term Loan
		Lender.

	  

	 “Term
		Loan Percentage”
		shall mean, at any date with respect to each Term Loan Lender, the percentage
		which the Term Loan Commitment of such Term Loan Lender constitutes of the
		Aggregate Term Loan Commitment (or, at any time after the Closing Date, the
		percentage which the aggregate outstanding principal amount of such Term Loan
		Lender’s Term Loans at such date constitutes of the aggregate outstanding
		principal amount of Term Loans of all Term Loan Lenders at such
		date).

	  

	 “Term
		Loan Termination Date”
		shall mean the earlier of (a) the Term Loan Maturity Date and (b) the date on
		which the Payment Obligations become due and payable pursuant to Section
		12.1.


	 
		 

		
		   
		

		
		  50
		

		
		   
		


		

		
		

		

		 
 

	 “Trademark”
		shall have the meaning assigned to such term in the Pledge and Security
		Agreement.

	  

	 “Tranche”
		shall mean the collective reference to Eurodollar Loans or Eurocurrency Loans,
		the Interest Periods with respect to all of which begin on the same date and
		end on the same later date (whether or not such Eurodollar Loans or
		Eurocurrency Loans, as the case may be, shall originally have been made on the
		same day).

	  

	 “Transferee”
		shall mean any Eligible Assignee, Special Purpose Vehicle and participant to
		which Sections 14.6(a),
		14.6(f) and
		14.6(g),
		respectively, apply.

	  

	 “UCC”
		shall have the meaning specified in the Pledge and Security
		Agreement.

	  

	 “Undrawn
		L/C Obligations”
		shall mean the portion, if any, of the Payment Obligations constituting the
		contingent obligation of the Company to reimburse each Issuing Lender in
		respect of the then undrawn and unexpired portions of the Letters of Credit
		issued by such Issuing Lender pursuant to
		Section 5.4.


	  

	 “United
		Kingdom”
		shall mean the United Kingdom of Great Britain and Northern
		Ireland.

	  

	 “United
		States”
		shall mean any state of the United States of America and the District of
		Columbia.

	  

	 “Unfunded
		Pension Amount”
		shall have the meaning assigned to such term in
		Section 8.8.


	  

	 “Uniform
		Customs”
		shall mean the Uniform Customs and Practice for Documentary Credits (1993
		Revision), International Chamber of Commerce Publication No. 500 or
		International Standard Practices ISP 98 (1998), International Chamber of
		Commerce Publication No. 590, as appropriate, in either case, as the same may
		be amended from time to time.

	  

	 “Unpledged
		International Property”
		shall mean (a) the portion (if any) of the Stock of each first-tier Foreign
		Subsidiary of the Company or any Subsidiary Guarantor which is not pledged to
		the Collateral Agent pursuant to the Pledge and Security Agreement and (b) any
		patents, trademarks and copyrights of the Foreign Subsidiaries of the
		Company.

	  

	 “Updated
		Appraisal”
		shall mean each appraisal (other than the Initial Appraisals) that is conducted
		after the Closing Date pursuant to Section
		10.15 or
		10.17(b)
		for
		purpose of determining the Borrowing Base, in form and substance reasonably
		satisfactory to the Multi-Currency Administrative Agent and performed by an
		appraiser that is reasonably satisfactory to the Multi-Currency Administrative
		Agent.

	  

	 “Voting
		Stock”
		shall have the meaning assigned to such term in Section
		10.11(b).


	  

	 “Working
		Capital”
		shall mean, for any Person at any date, the amount, if any, by which the
		Consolidated Current Assets of such Person at such date exceeds the
		Consolidated Current Liabilities of such Person at such date.

	 
		 

		
		   
		

		
		  51
		

		
		   
		


		

		
		

		

		 
 

	 “Working
		Day”
		shall mean any Business Day other than a Business Day on which commercial banks
		in London, England are authorized or required by law to close; provided,
		however, that
		when such term is used for the purpose of determining the date on which the
		Eurocurrency Base Rate is determined for any loan denominated in euro for any
		Interest Period therefor and for purposes of determining the first and last day
		of any such Interest Period, references to Working Days shall be deemed to be
		references to Target Operating Days.

	  

	 Section
		1.2   Other
		Definitional Provisions.  
		(a) All terms defined in this Agreement shall have the defined meanings when
		used in the Notes, the Security Documents, any other Loan Document or any
		certificate or other document made or delivered pursuant hereto or thereto
		unless otherwise defined therein.

	  

	 (b) As used
		herein, in the Notes, in the Security Documents, in the other Loan Documents
		and in any certificate or other document made or delivered pursuant hereto or
		thereto, accounting terms not defined in
		Section 1.1, and
		accounting terms partly defined in Section
		1.1 to the
		extent not defined, shall have the respective meanings assigned to them under
		GAAP. To the extent that the definitions of accounting terms herein are
		inconsistent with the meanings of such terms under GAAP, the definitions
		contained herein shall control.

	  

	 (c) The
		words “hereof,”
		“herein”
		and “hereunder”
		and words of similar import when used in this Agreement, the Notes, any
		Security Documents or any other Loan Document shall refer to this Agreement,
		such Note, such Security Document or such other Loan Document, as the case may
		be, as a whole and not to any particular provision of this Agreement, such
		Note, such Security Document or such other Loan Document, as the case may be;
		and Article, Section, Schedule and Exhibit references contained in this
		Agreement are references to Articles, Sections, Schedules and Exhibits in or to
		this Agreement, unless otherwise specified. The term “including”
		when used in any Loan Document means “including
		without limitation”
		except when used in the computation of time periods.

	  

	 ARTICLE
		II

	  

	 AMOUNTS
		AND TERMS OF TERM LOAN COMMITMENT

	  

	 Section
		2.1   Term
		Loan Commitments.   Subject
		to the terms and conditions of this Agreement, each Term Loan Lender severally
		agrees to make term loans in Dollars (individually, a “Term
		Loan”;
		collectively, the “Term
		Loans”)
		to the Company under the Term Loan Commitments, which Term Loans shall be made
		in a single drawing on the Closing Date; provided,
		however, that
		the aggregate outstanding amount of the Term Loans made by any Term Loan Lender
		shall not exceed such Term Loan Lender’s Term Loan Commitment. The Term
		Loans may from time to time be (a) Eurodollar Loans, (b) Alternate Base Rate
		Loans or (c) a combination thereof, as determined by the Company and notified
		to the Term Loan Administrative Agent in accordance with
		Section 2.3 and
		7.7;
		provided,
		however, that
		the Term Loans borrowed on the Closing Date shall initially be made as
		Alternate Base Rate Loans. Amounts borrowed under this Section
		2.1 and
		repaid or prepaid may not be reborrowed.

	  

	 Section
		2.2   Obligations
		of the Company.  
		(a) The Company agrees that each Term Loan made by each Term Loan Lender
		pursuant hereto shall constitute the promise and obligation of the Company to
		pay to the Term Loan Administrative Agent, for the benefit of such Term Loan
		Lender, at the office of the Term Loan Administrative Agent listed
		in
		Section 14.2, in
		lawful money of the United States of America and in immediately available funds
		the aggregate 

	 
		 

		
		   
		

		
		  52
		

		
		   
		


		

		
		

		

		 
 

	 unpaid
		principal amount of the Term Loans made by such Term Loan Lender pursuant to
		Section
		2.1, which
		amounts shall be due and payable (whether at maturity or by acceleration) as
		set forth in this Agreement and, in any event, on the Term Loan Termination
		Date.

	  

	 (b) The
		Company agrees that each Term Loan Lender is authorized to record (i) the date
		and amount of the Term Loan made by such Term Loan Lender pursuant to
		Section
		2.1, (ii)
		the date of each interest rate conversion pursuant to Section
		7.7 and the
		principal amount subject thereto, (iii) the date and amount of each payment or
		prepayment of principal of and interest with respect to each Term Loan and (iv)
		in the case of each Eurodollar Loan, the interest rate and Interest Period, in
		the books and records of such Term Loan Lender and in such manner as is
		reasonable and customary for such Term Loan Lender and a certificate of an
		officer of such Term Loan Lender, setting forth in reasonable detail the
		information so recorded, shall constitute prima facie evidence of the accuracy
		of the information so recorded; provided,
		however, that
		the failure to make any such recording or any error in such recording shall not
		in any way affect the Payment Obligations of the Company
		hereunder.

	  

	 (c) The
		Company agrees that, upon the request to the Term Loan Administrative Agent by
		any Term Loan Lender at any time, the Term Loan of such Term Loan Lender shall
		be evidenced by a Term Loan Note, payable to the order of such Term Loan Lender
		and representing the obligation of the Company to pay a principal amount equal
		to the amount of the Term Loan Commitment of such Term Loan Lender or, if less,
		the aggregate unpaid principal amount of the Term Loan made by such Term Loan
		Lender, with interest on the unpaid principal amount thereof from time to time
		outstanding under such Term Loan Note as prescribed in
		Section 7.5.


	  

	 Section
		2.3   Procedure
		for Borrowing Term Loans.
		  (a) The Company may request a borrowing under the Term Loan
		Commitments on the Closing Date, subject to Section
		2.1, by
		giving irrevocable notice to the Term Loan Administrative Agent at least one
		Business Day prior thereto, which notice shall be in substantially the form of
		Exhibit
		H-1 (a
		“Notice
		of Borrowing”)
		and specify (i) the aggregate principal amount to be borrowed and (ii) the
		Closing Date. Upon receipt of any such notice, the Term Loan Administrative
		Agent will promptly notify each Term Loan Lender thereof. Each Term Loan Lender
		will make available to the Term Loan Administrative Agent in immediately
		available funds at the office of the Term Loan Administrative Agent specified
		in
		Section 14.2 (or at
		such other location as the Term Loan Administrative Agent may direct), by 1:00
		P.M., New York City time, on the Closing Date an amount equal to the Term Loan
		Percentage of such Term Loan Lender multiplied by the aggregate principal
		amount of the Term Loans requested to be made on the Closing Date in Dollars,
		in funds immediately available to the Term Loan Administrative Agent. The
		proceeds of the Term Loans received by the Term Loan Administrative Agent
		hereunder on the applicable borrowing date shall promptly be made available to
		the Company by the Term Loan Administrative Agent’s crediting the account
		of the Company designated to the Term Loan Administrative Agent with the
		aggregate amount actually received by the Term Loan Administrative Agent from
		the Term Loan Lenders and in like funds as received by the Term Loan
		Administrative Agent.

	  

	 (b) The
		failure of any Term Loan Lender to make the Term Loan to be made by it on the
		applicable borrowing date shall not relieve any other Term Loan Lender of its
		obligation hereunder to make its Term Loan on such borrowing date, but no Term
		Loan Lender shall be responsible for the failure of any other Term Loan Lender
		to make the Term Loan to be made by such other Term Loan Lender on such
		borrowing date.

	  
		
		   
		

		
		  53
		

		
		   
		


		

		
		

		

	 

	 Section
		2.4   Amortization
		of Term Loans.
		  (a) The Term Loans of each Term Loan Lender shall mature in twenty
		consecutive quarterly installments, each of which shall be in an amount equal
		to such Term Loan Lender’s Term Loan Percentage multiplied by the amount
		set forth below opposite such installment (as such amounts may be reduced from
		time to time in accordance with Section
		7.2(b) or
		7.4(d)):


	  

	 
			
				Installment

					
				Principal
				  Amount
 
	
				October
				  15, 2005
 	
				$2,000,000

				
	
				January
				  15, 2006
 	
				$2,000,000

				
	
				April
				  15, 2006
 	
				$2,000,000

				
	
				July 15,
				  2006
 	
				$2,000,000

				
	
				October
				  15, 2006
 	
				$2,000,000

				
	
				January
				  15, 2007
 	
				$2,000,000

				
	
				April
				  15, 2007
 	
				$2,000,000

				
	
				July 15,
				  2007
 	
				$2,000,000

				
	
				October
				  15, 2007
 	
				$2,000,000

				
	
				January
				  15, 2008
 	
				$2,000,000

				
	
				April
				  15, 2008
 	
				$2,000,000

				
	
				July 15,
				  2008
 	
				$2,000,000

				
	
				October
				  15, 2008
 	
				$2,000,000

				
	
				January
				  15, 2009
 	
				$2,000,000

				

 

	  
		
		   
		

		
		  54
		

		
		   
		


		

		
		

		
 

	 
			
				Installment

					
				Principal
				  Amount
 
	
				April
				  15, 2009
 	
				$2,000,000

				
	
				July 15,
				  2009
 	
				$2,000,000

				
	
				October
				  15, 2009
 	
				$2,000,000

				
	
				January
				  15, 2010
 	
				$2,000,000

				
	
				April
				  15, 2010
 	
				$2,000,000

				
	
				Term
				  Loan Maturity

				Date

					
				$762,000,000

				
	 	 

 

	 (b) Any Term
		Loans then outstanding shall be repaid in full (together with accrued interest
		and other amounts owing on account thereof) on the Term Loan Termination
		Date.

	  

	 Section
		2.5   Use
		of Proceeds of Term Loans.
		  The proceeds of the Term Loans hereunder shall be used by the
		Company for the purpose of refinancing certain outstanding Indebtedness of the
		Company and its Subsidiaries under the Existing Agreement and other existing
		Indebtedness and to redeem or repurchase Indebtedness issued under the
		Designated Senior Secured Indenture (including fees and expenses in connection
		with such refinancing, repurchase and redemption), and for general corporate
		purposes not prohibited hereunder. To the extent that any Designated Senior
		Secured Notes shall remain outstanding after the Closing Date, an amount of the
		proceeds of the Term Loans and, if necessary, Revolving Credit Loans made on
		the Closing Date, sufficient to purchase, redeem or defease such Designated
		Senior Secured Notes and pay interest and any premium thereon shall, at the
		Company’s option, be deposited in a defeasance trust with the trustee
		under the Designated Senior Secured Indenture or placed in a Cash Collateral
		Account under the direction of the Term Loan Administrative Agent pending their
		use to repurchase, redeem or defease such Designated Senior Secured
		Notes.

	  

	 ARTICLE
		III

	  

	 AMOUNT
		AND TERMS OF REVOLVING CREDIT SUB-FACILITY

	  

	 Section
		3.1   Revolving
		Credit Commitments.
		  (a) Subject to the terms and conditions of this Agreement, each
		Multi-Currency Lender severally agrees to make loans in Dollars to the Company
		(individually, a “Revolving
		Credit Loan”;
		collectively, the “Revolving
		Credit Loans”)
		under the Aggregate Multi-Currency Commitment from time to time during the
		Commitment Period in an aggregate principal amount at any one time outstanding
		not to exceed such Multi-Currency Lender’s Multi-Currency Commitment
		Percentage of the Aggregate Multi-

	 
		 

		
		   
		

		
		  55
		

		
		   
		


		

		
		

		

		 
 

	 Currency
		Commitment; provided,
		however, that
		at no time (after giving effect to the making of such Revolving Credit Loans
		and the use of the proceeds thereof) may the Aggregate Outstanding
		Multi-Currency Extensions of Credit exceed the Maximum Multi-Currency
		Availability. During the Commitment Period, the Company may use the Aggregate
		Multi-Currency Commitment by borrowing Revolving Credit Loans, repaying the
		Revolving Credit Loans in whole or in part and reborrowing, all in accordance
		with the terms and conditions hereof.

	  

	 (b) The
		Company shall have the right to send to the Multi-Currency Administrative
		Agent, after the Closing Date, one or more Facilities Increase Notices to
		request an increase (each a “Facilities
		Increase”)
		in the Aggregate Multi-Currency Commitment in a principal amount not to exceed
		$50,000,000 in the aggregate for all such requests; provided,
		however, that
		(A) no Facilities Increase shall be requested later than one year prior to the
		Stated Multi-Currency Termination Date, and (B) no Facilities Increase shall
		become effective earlier than 10 days after the delivery of the Facilities
		Increase Notice to the Multi-Currency Administrative Agent in respect of such
		Facilities Increase. Nothing in this Agreement shall be construed to obligate
		any Lender to negotiate for (whether or not in good faith), solicit, provide or
		consent to any increase in the Multi-Currency Commitments, and any such
		increase may be subject to changes in any term herein. The Multi-Currency
		Administrative Agent shall promptly notify each Lender of the proposed
		Facilities Increase and of the proposed terms and conditions therefor agreed
		between the Company and the Multi-Currency Administrative Agent. Each such
		Lender (and each of their Affiliates and Related Funds) may, in its sole
		discretion, commit to participate in such Facilities Increase by forwarding its
		commitment to the Multi-Currency Administrative Agent therefor in form and
		substance satisfactory to the Multi-Currency Administrative Agent. The
		Multi-Currency Administrative Agent shall allocate, in its sole discretion but
		in amounts not to exceed for each such Lender the commitment received from such
		Lender, Affiliate or Approved Fund, the Multi-Currency Commitments to be made
		as part of the Facilities Increase to the Lenders from which it has received
		such written commitments. If the Multi-Currency Administrative Agent does not
		receive enough commitments from existing Lenders or their Affiliates or
		Approved Funds, it may, after consultation with the Company, allocate to
		Eligible Assignees any excess of the proposed amount of such Facilities
		Increase agreed with the Company over the aggregate amounts of the commitments
		received from existing Lenders. Each Facilities Increase shall become effective
		on a date agreed by the Company and the Multi-Currency Administrative Agent
		(each a “Facilities
		Increase Date”),
		which shall be in any case on or after the date of satisfaction of the
		conditions precedent set forth in
		Section 9.3. The
		Multi-Currency Administrative Agent shall notify the Lenders and the Company,
		on or before 1:00 P.M. (New York City time) on the day following the Facilities
		Increase Date of the effectiveness of the Facilities Increase on the Facilities
		Increase Date and shall record in the Register all applicable additional
		information in respect of such Facilities Increase. On the Facilities Increase
		Date for any Facilities Increase, each Lender or Eligible Assignee
		participating in such Facilities Increase shall purchase and assume from each
		existing Multi-Currency Lender having Revolving Credit Loans and participations
		in Letters of Credit outstanding on such Facilities Increase Date, without
		recourse or warranty, an undivided interest and participation, to the extent of
		such Lender’s Multi-Currency Commitment Percentage of the new
		Multi-Currency Commitments (after giving effect to such Facilities Increase),
		in the aggregate outstanding Revolving Credit Loans and participations in
		Letters of Credit, so as to ensure that, on the Facilities Increase Date after
		giving effect to such Facilities Increase, each Multi-Currency Lender is owed
		only its Multi-Currency Commitment Percentage of the Revolving Credit Loans and
		participations in Letters of Credit outstanding on such Facilities Increase
		Date.

	  

	 Section
		3.2   Obligations
		of Company.  
		(a) The Company hereby agrees that each Revolving Credit Loan made by each
		Multi-Currency Lender to the Company pursuant 

	 
		
		   

		  
			  
		  

		  
			 56
		  

		  
			  
		  


		  

		  
		  

		  

		   
 
 

	 hereto
		shall constitute the promise and obligation of the Company to pay to such
		Multi-Currency Lender, at the office of the Multi-Currency Administrative Agent
		listed in
		Section 14.2, in
		Dollars and in immediately available funds, the aggregate unpaid principal
		amount of all Revolving Credit Loans made by such Multi-Currency Lender
		pursuant to
		Section 3.1, which
		amounts shall be due and payable (whether at maturity or by acceleration) as
		set forth in this Agreement and, in any event, on the Multi-Currency
		Termination Date.

	  

	 (b) The
		Company hereby agrees that each Multi-Currency Lender is authorized to record
		(i) the date and amount of each Revolving Credit Loan made by such
		Multi-Currency Lender pursuant to
		Section 3.1, (ii)
		the date of each interest rate conversion pursuant to Section
		7.7 which is
		applicable to such Revolving Credit Loan and the principal amount subject
		thereto, (iii) the date and amount of each payment or prepayment of principal
		of and interest with respect to each Revolving Credit Loan made by the Company
		to such Multi-Currency Lender and (iv) in the case of each Revolving Credit
		Loan which bears interest at a rate based upon the Eurodollar Rate, the
		interest rate and Interest Period, in the books and records of such
		Multi-Currency Lender and in such manner as is reasonable and customary for it
		and a certificate of an officer of such Multi-Currency Lender, setting forth in
		reasonable detail the information so recorded, shall constitute prima facie
		evidence of the accuracy of the information so recorded; provided,
		however, that
		the failure to make any such recording or any error in such recording shall not
		in any way affect the Payment Obligations of the Company
		hereunder.

	  

	 (c) The
		Company agrees that, upon the request to the Multi-Currency Administrative
		Agent by any Multi-Currency Lender at any time, the Revolving Credit Loans of
		such Multi-Currency Lender shall be evidenced by a promissory note of the
		Company, substantially in the form of Exhibit
		B with
		appropriate insertions as to date and principal amount (a “Revolving
		Credit Note”),
		payable to the order of such Multi-Currency Lender and representing the
		obligation of the Company to pay a principal amount equal to the amount of the
		Aggregate Multi-Currency Commitment of such Multi-Currency Lender or, if less,
		the aggregate unpaid principal amounts of the Revolving Credit Loans made by
		such Multi-Currency Lender, with interest on the unpaid principal amount
		thereof from time to time outstanding under such Revolving Credit Note as
		prescribed in
		Section 7.5.


	  

	 Section
		3.3   Procedure
		for Borrowing Revolving Credit Loans.
		  (a) The Company may request a borrowing of Revolving Credit Loans
		during the Commitment Period on any Working Day, if the Revolving Credit Loans
		to be borrowed are Eurodollar Loans, or on any Business Day, if the Revolving
		Credit Loans to be borrowed are Alternate Base Rate Loans, by submitting an
		irrevocable Notice of Borrowing to the Multi-Currency Administrative Agent,
		specifying (i) the aggregate principal amount to be borrowed, (ii) the
		requested borrowing date, (iii) the Available Multi-Currency Commitment (after
		giving effect to the proposed borrowing), (iv) whether the Revolving Credit
		Loans to be borrowed are to be Eurodollar Loans or Alternate Base Rate Loans or
		a combination thereof and, if a combination, the respective aggregate amount of
		each type of borrowing and (v) if the Revolving Credit Loans to be borrowed are
		Eurodollar Loans, the length of the Interest Period or Interest Periods
		applicable thereto; provided,
		however, that
		any Revolving Credit Loans to be made to the Company on the Closing Date shall
		be made as Alternate Base Rate Loans. Any such notice of borrowing must be
		received by the Multi-Currency Administrative Agent prior to 11:00 A.M., New
		York City time, three Working Days prior to the requested borrowing date, in
		the case of Eurodollar Loans, and one Business Day prior to the requested
		borrowing date, in the case of Alternate Base Rate Loans. Each borrowing of
		Revolving Credit Loans shall, subject to
		Section 7.7(g), be in
		an aggregate principal amount equal to (x) $5,000,000 or a whole multiple of
		$1,000,000 in excess thereof (in the case of Eurodollar Loans) or (y) the
		lesser of $2,500,000 (or, if less, the maximum amount which is
		then

	 
		
		   

		  
			  
		  

		  
			 57
		  

		  
			  
		  


		  

		  
		  

		  

		   
 
 

	 available
		to the Company pursuant to Section
		3.1) or a
		whole multiple of $500,000 in excess thereof (in the case of Alternate Base
		Rate Loans). Upon receipt of any such notice, the Multi-Currency Administrative
		Agent will promptly notify each Multi-Currency Lender thereof. Each
		Multi-Currency Lender will make available to the Multi-Currency Administrative
		Agent at the office of the Multi-Currency Administrative Agent specified in
		Section
		14.2 (or at
		such other location as the Multi-Currency Administrative Agent may direct), by
		1:00 P.M., New York City time, on the requested borrowing date, an amount equal
		to the Multi-Currency Commitment Percentage of such Multi-Currency Lender
		multiplied by the aggregate principal amount of the Revolving Credit Loans
		requested to be borrowed in Dollars, in funds immediately available to the
		Multi-Currency Administrative Agent. The proceeds of such Revolving Credit
		Loans received by the Multi-Currency Administrative Agent hereunder shall
		promptly be made available to the Company by the Multi-Currency Administrative
		Agent’s crediting the account of the Company designated to the
		Multi-Currency Administrative Agent with the aggregate amount actually received
		by the Multi-Currency Administrative Agent from the Multi-Currency Lenders and
		in like funds as received by the Multi-Currency Administrative
		Agent.

	  

	 (b) The
		failure of any Multi-Currency Lender to make the Revolving Credit Loan to be
		made by it on any requested borrowing date shall not relieve any other
		Multi-Currency Lender of its obligation hereunder to make its Revolving Credit
		Loan on such borrowing date, but no Multi-Currency Lender shall be responsible
		for the failure of any other Multi-Currency Lender to make the Revolving Credit
		Loan to be made by such other Multi-Currency Lender on such borrowing
		date.

	  

	 Section
		3.4   Use
		of Proceeds of Revolving Credit Loans.
		  The proceeds of the Revolving Credit Loans hereunder shall be used
		for the purpose of refinancing certain outstanding Indebtedness of the Company
		and its Subsidiaries under the Existing Agreement and other existing
		Indebtedness, and for general corporate purposes not prohibited
		hereunder.

	  

	 ARTICLE
		IV

	  

	 AMOUNT
		AND TERMS OF SWING LINE SUB-FACILITY

	  

	 Section
		4.1   Swing
		Line Commitments.
		  (a) Subject to the terms and conditions hereof, the Swing Line
		Lender agrees to make swing line loans (individually, a “Swing
		Line Loan”;
		collectively, the “Swing
		Line Loans”)
		to the Company in Dollars under the Aggregate Multi-Currency Commitment from
		time to time during the Commitment Period in an aggregate principal amount at
		any one time outstanding not to exceed $30,000,000; provided,
		however, that
		at no time (after giving effect to the making of such Swing Line Loan and the
		use of the proceeds thereof) may the Aggregate Outstanding Multi-Currency
		Extensions of Credit exceed the Maximum Multi-Currency Availability. Amounts
		borrowed by the Company under this Section
		4.1 may be
		repaid and, up to but excluding the last day of the Commitment Period,
		reborrowed. All Swing Line Loans shall be made as Alternate Base Rate Loans and
		shall not be entitled to be converted into Eurodollar Loans. The Company shall
		give the Swing Line Lender irrevocable notice, which notice shall be in
		substantially the form of Exhibit
		H-3 (a
		“Swing
		Line Loan Request”),
		and which notice must be received by the Swing Line Lender prior to 1:00 P.M.,
		New York City time on the requested borrowing date, specifying the amount of
		each requested Swing Line Loan. The Swing Line Lender shall not make any Swing
		Line Loan in the period commencing on the first Business Day after it receives
		written notice from the Multi-Currency Administrative Agent or any
		Multi-Currency Lender that one or more of the conditions precedent contained in
		Section
		9.2 shall
		not on such date be satisfied, and ending when such conditions are satisfied.
		The Swing Line Lender shall not otherwise be required to determine that, or
		take notice 

	 
		
		   

		  
			  
		  

		  
			 58
		  

		  
			  
		  


		  

		  
		  

		  

		   
 
 

	 whether,
		the conditions precedent set forth in Section
		9.2 have
		been satisfied in connection with the making of any Swing Line Loan. The
		proceeds of each Swing Line Loan will be made available by the Swing Line
		Lender to the Company by crediting the account of the Company designated to the
		Swing Line Lender with such proceeds.

	  

	 (b) The
		Company hereby agrees that each Swing Line Loan made by the Swing Line Lender
		to the Company pursuant to this
		Section 4.1 shall
		constitute the promise and obligation of the Company to pay to such Swing Line
		Lender, at the office of the Swing Line Lender listed in Section
		14.2, in
		Dollars and in immediately available funds, the aggregate unpaid principal
		amount of all Swing Line Loans made by such Swing Line Lender pursuant to
		Section
		4.1(a), which
		amounts shall be due and payable (whether at maturity or by acceleration) as
		set forth in this Agreement and, in any event, on the Multi-Currency
		Termination Date. The Company hereby agrees that the Swing Line Lender is
		authorized to record (i) the date and amount of each Swing Line Loan made by
		such Swing Line Lender pursuant to Section
		4.1(a) and
		(ii) the date and amount of each payment or prepayment of principal of and
		interest with respect to each Swing Line Loan made by the Company to such Swing
		Line Lender, in the books and records of such Swing Line Lender and in such
		manner as is reasonable and customary for it and a certificate of an officer of
		such Swing Line Lender, setting forth in reasonable detail the information so
		recorded, shall constitute prima facie evidence of the accuracy of the
		information so recorded; provided,
		however, that
		the failure to make any such recording or any error in such recording shall not
		in any way affect the Payment Obligations of the Company
		hereunder.

	  

	 (c) The
		Swing Line Lender, at any time in its sole and absolute discretion, may, and at
		any time as there shall be $25,000,000 in aggregate principal amount of Swing
		Line Loans outstanding shall, on behalf of the Company (which hereby
		irrevocably directs the Swing Line Lender to act on its behalf) request each
		Multi-Currency Lender to make a Revolving Credit Loan in an amount equal to
		such Multi-Currency Lender’s Multi-Currency Commitment Percentage of the
		amount of the Swing Line Loans (the “Refunded
		Swing Line Loans”)
		outstanding on the date such notice is given. Unless any of the events
		described in paragraph
		(j) of
		Section
		12.1 shall
		have occurred (in which event the procedures of paragraph
		(d) of
		this
		Section 4.1 shall
		apply) each Multi-Currency Lender shall make the proceeds of its Revolving
		Credit Loan available to the Swing Line Lender for its own account at the
		office specified for the Swing Line Lender in Section
		14.2 prior
		to 1:00 P.M. (New York City time) in funds immediately available on the
		Business Day next succeeding the date such notice is given. The proceeds of
		such Revolving Credit Loans shall be immediately applied to repay the Refunded
		Swing Line Loans.

	  

	 (d) If,
		prior to the making of a Revolving Credit Loan pursuant to paragraph
		(c) of
		Section
		4.1, one of
		the events described in paragraph
		(j) of
		Section
		12.1 shall
		have occurred, each Multi-Currency Lender will, on the date such Revolving
		Credit Loan was to have been made, purchase an undivided participating interest
		in the Refunded Swing Line Loan in an amount equal to its Multi-Currency
		Commitment Percentage of such Refunded Swing Line Loan. Each Multi-Currency
		Lender will immediately transfer to the Swing Line Lender, in immediately
		available funds, the amount of its participation.

	  

	 (e) Whenever,
		at any time after the Swing Line Lender has received from any Multi-Currency
		Lender such Multi-Currency Lender’s participating interest in a Refunded
		Swing Line Loan pursuant to clause
		(d) above,
		the Swing Line Lender receives any payment on account thereof, the Swing Line
		Lender will distribute to such Multi-Currency Lender its participating interest
		in such amount (appropriately adjusted, in the case of interest payments, to
		reflect the period of time during which such Multi-Currency Lender’s
		participating interest was 

	 
		
		   

		  
			  
		  

		  
			 59
		  

		  
			  
		  


		  

		  
		  

		  

		   
 
 

	 outstanding
		and funded) in like funds as received; provided,
		however, that
		in the event that such payment received by the Swing Line Lender is required to
		be returned, such Multi-Currency Lender will return to the Swing Line Lender
		any portion thereof previously distributed by the Swing Line Lender to it in
		like funds as such payment is required to be returned by the Swing Line
		Lender.

	  

	 Section
		4.2   Participations.
		  Each Multi-Currency Lender’s obligation to purchase
		participating interests pursuant to paragraph
		(d) of
		Section
		4.1 shall
		be absolute and unconditional and shall not be affected by any circumstance,
		including, without limitation, (a) any set-off, counterclaim, recoupment,
		defense or other right which such Multi-Currency Lender may have against the
		Swing Line Lender, the Company or any other Person for any reason whatsoever;
		(b) the occurrence or continuance of an Event of Default; (c) any adverse
		change in the condition (financial or otherwise) of the Company or any other
		Person; (d) any breach of this Agreement by the Company or any other
		Multi-Currency Lender; or (e) any other circumstance, happening or event
		whatsoever, whether or not similar to any of the foregoing.

	  

	 Section
		4.3   Use
		of Proceeds of Swing Line Loans.
		  The proceeds of the Swing Line Loans hereunder shall be used by the
		Company for any purpose for which the proceeds of Revolving Credit Loans may be
		used.

	  

	 ARTICLE
		V

	  

	 AMOUNT
		AND TERMS OF LETTER OF CREDIT SUB-FACILITY

	  

	 Section
		5.1   Letters
		of Credit Facility.
		  (a) Subject to the terms and conditions hereof, each Issuing
		Lender, in reliance upon the representations and warranties contained herein
		and in the other Loan Documents and upon the agreements of the other
		Multi-Currency Lenders set forth in Section
		5.3(a)
		and
		(b), agrees
		to issue under the Aggregate Multi-Currency Commitment any letter of credit
		(each, a “Letter
		of Credit”)
		requested to be issued by it and so issued by it for the account of the Company
		or for the co-account of any Subsidiary on any Business Day during the
		Commitment Period in such form as may be approved from time to time by such
		Issuing Lender; provided,
		however, that
		such Issuing Lender shall have no obligation to issue such Letter of Credit if,
		after giving effect to such issuance, (i) the Equivalent in Dollars of the L/C
		Obligations would exceed $60,000,000 and (ii) the sum of the Aggregate
		Outstanding Multi-Currency Extensions of Credit would exceed the Maximum
		Multi-Currency Availability. Each Letter of Credit shall (i) be denominated in
		Dollars or such Denomination Currency acceptable to the Issuing Lender in its
		sole discretion, (ii) be either (x) a standby letter of credit issued to
		support obligations of the Company or any of its Subsidiaries, contingent or
		otherwise, which are of a type for which Revolving Credit Loans (if the
		obligations were then due and payable) would be available (a “Standby
		Letter of Credit”),
		or (y) a documentary letter of credit in respect of the purchase of goods or
		services by the Company or any of its Subsidiaries in the ordinary course of
		business (a “Commercial
		Letter of Credit”)
		and (iii) expire no later than one year from the date of issue, in the case of
		Commercial Letters of Credit, and five years from the date of issue, in the
		case of Standby Letters of Credit; provided,
		further, that
		no Letter of Credit shall have an expiration date that is later than the Stated
		Multi-Currency Termination Date; provided,
		further, that
		the Undrawn L/C Obligations in respect of each Letter of Credit which expires
		after the last day of the Commitment Period shall be Fully Secured from and
		after such day.

	  

	 (b) Each
		Letter of Credit shall be subject to the Uniform Customs and, to the extent not
		inconsistent therewith, the laws of the State of New York.

	 
		
		   

		  
			  
		  

		  
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	 (c) No
		Issuing Lender shall at any time be obligated to issue any Letter of Credit
		hereunder to the extent that such issuance would conflict with, or cause such
		Issuing Lender or any L/C Participant to exceed any limits imposed by, any
		applicable Requirement of Law.

	  

	 (d) No
		Issuing Lender shall issue any Letter of Credit in the period commencing on the
		first Business Day after it receives written notice from the Multi-Currency
		Administrative Agent or any Multi-Currency Lender that one or more of the
		conditions precedent contained in Section
		9.2 or the
		first proviso in Section
		5.1(a) above
		are not on such date satisfied or duly waived and ending when such conditions
		are satisfied or duly waived. No Issuing Lender shall otherwise be required to
		determine that, or take notice whether, the conditions precedent set forth in
		Section
		9.2 have
		been satisfied in connection with the issuance of any Letter of
		Credit.

	  

	 Section
		5.2   Procedure
		for Issuance of Letters of Credit.
		  The Company shall request that an Issuing Lender issue a Letter of
		Credit by delivering to such Issuing Lender at its address for notices
		specified herein (with a copy to the Multi-Currency Administration Agent) an
		Application therefor, completed to the satisfaction of such Issuing Lender, and
		such other certificates, documents and other papers and information as such
		Issuing Lender reasonably may request. Upon receipt of any Application, such
		Issuing Lender will process such Application and the certificates, documents
		and other papers and information delivered to it in connection therewith in
		accordance with its customary procedures and shall promptly issue the Letter of
		Credit requested thereby (but in no event shall such Issuing Lender be required
		to issue any Letter of Credit earlier than three Business Days after its
		receipt of the Application therefor and all such other certificates, documents
		and other papers and information relating thereto) by issuing the original of
		such Letter of Credit to the beneficiary thereof or as otherwise may be agreed
		by such Issuing Lender and the Company. Such Issuing Lender shall (i) in the
		case of each Standby Letter of Credit, notify each L/C Participant and the
		Multi-Currency Administrative Agent promptly following the request for and
		following the issuance of the Standby Letter of Credit and furnish a copy of
		such Standby Letter of Credit to the Company and to the Multi-Currency
		Administrative Agent promptly following the issuance thereof and (ii) in the
		case of Commercial Letters of Credit, provide to each L/C Participant and the
		Multi-Currency Administrative Agent, promptly following the end of each
		calendar month during which it has issued Commercial Letters of Credit, a
		monthly activity report of the Commercial Letters of Credit issued by it during
		such month.

	  

	 Section
		5.3   L/C
		Participations.  
		(a) The Issuing Lender with respect to each Letter of Credit irrevocably agrees
		to grant and hereby grants to each L/C Participant, and, to induce such Issuing
		Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably
		agrees to accept and purchase, and hereby accepts and purchases, from such
		Issuing Lender, on the terms and conditions hereinafter stated, for such L/C
		Participant’s own account and risk an undivided interest equal to such L/C
		Participant’s Multi-Currency Commitment Percentage in such Issuing
		Lender’s obligations and rights under each Letter of Credit issued
		hereunder and the amount of each draft paid by such Issuing Lender thereunder.
		Each L/C Participant unconditionally and irrevocably agrees with such Issuing
		Lender that, if a draft is paid under any Letter of Credit issued by it for
		which such Issuing Lender is not reimbursed in full by the Company in
		accordance with the terms of this Agreement, such L/C Participant shall pay to
		such Issuing Lender upon demand at such Issuing Lender’s address for
		notices specified herein an amount equal to such L/C Participant’s
		Multi-Currency Commitment Percentage of the Equivalent in Dollars of the amount
		of such draft, or any part thereof, which is not so reimbursed.

	 
		
		   

		  
			  
		  

		  
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	 (b) If any
		amount required to be paid by any L/C Participant to an Issuing Lender pursuant
		to Section
		5.3(a) in
		respect of any unreimbursed portion of any payment made by such Issuing Lender
		under any Letter of Credit issued by it is paid to such Issuing Lender within
		three Business Days after the date such payment is due, such L/C Participant
		shall pay to such Issuing Lender on demand an amount equal to the product of
		such amount, multiplied by the daily average Federal Funds Effective Rate, as
		quoted by such Issuing Lender, during the period from and including the date
		such payment is required to the date on which such payment is immediately
		available to such Issuing Lender, times a fraction the numerator of which is
		the number of days that elapse during such period and the denominator of which
		is 360. If any such amount required to be paid by any L/C Participant pursuant
		to Section
		5.3(a) is not
		in fact made available to such Issuing Lender by such L/C Participant within
		three Business Days after the date such payment is due, such Issuing Lender
		shall be entitled to recover from such L/C Participant, on demand, such amount
		with interest thereon calculated from such due date at the rate per annum
		applicable to Revolving Credit Loans that are Alternate Base Rate Loans
		hereunder. A certificate of the relevant Issuing Lender submitted to any L/C
		Participant with respect to any amounts owing under this Section
		5.3(b) shall be
		conclusive in the absence of manifest error.

	  

	 (c) Whenever,
		at any time after any Issuing Lender has made payment under any Letter of
		Credit issued by it and has received from any L/C Participant its pro rata
		share of such payment in accordance with Section
		5.3(a), such
		Issuing Lender receives any payment related to such Letter of Credit (whether
		directly from the Company or otherwise, including proceeds of collateral
		applied thereto by such Issuing Lender), or any payment of interest on account
		thereof, such Issuing Lender promptly will distribute to such L/C Participant
		its pro rata share thereof; provided,
		however, that
		in the event that any such payment received by such Issuing Lender shall be
		required to be returned by such Issuing Lender, such L/C Participant shall
		return to such Issuing Lender the portion thereof previously distributed by
		such Issuing Lender to it.

	  

	 (d) Notwithstanding
		anything to the contrary contained in this
		Section 5.3, the
		failure of any L/C Participant to make any payment due by it under this
		Section
		5.3 in a
		timely manner shall not relieve any other L/C Participant of its obligation
		hereunder to make its own payment in a timely manner, but no L/C Participant
		shall be responsible for the failure of any other L/C Participant to make any
		payment pursuant to this Section
		5.3 owing by
		such other L/C Participant on any date.

	  

	 Section
		5.4   L/C
		Reimbursement Obligation of the Company.
		  The Company agrees to reimburse each Issuing Lender on each date on
		which such Issuing Lender notifies the Company of the date and amount of a
		draft presented under any Letter of Credit issued and paid by such Issuing
		Lender for the amount of (a) such draft so paid and (b) any taxes, fees,
		charges or other costs or expenses incurred by such Issuing Lender in
		connection with such payment. Each such payment shall be made to the relevant
		Issuing Lender at its address for notices specified herein (or, if such Issuing
		Lender has notified the Company that such Letter of Credit was issued from a
		different lending office of such Issuing Lender at the request of the Company,
		the lending office from which such Letter of Credit was issued) in lawful money
		of the United States or the applicable Denomination Currency, as the case may
		be, and in immediately available funds. Interest shall be payable on any and
		all amounts remaining unpaid by the Company under this Section
		5.4 from
		the date such amounts become payable (whether at stated maturity, by
		acceleration or otherwise) until payment in full at the rate which would be
		payable on any outstanding Revolving Credit Loans that are Alternate Base Rate
		Loans which were then overdue.

	 
		
		   

		  
			  
		  

		  
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	 Section
		5.5   Obligations
		Absolute.
		  The Company’s obligations under this Section
		5 shall
		be absolute and unconditional under any and all circumstances and irrespective
		of any setoff, counterclaim or defense to payment which the Company may have or
		have had against the relevant Issuing Lender, any beneficiary of Letter of
		Credit, any Lender or any other Person. The Company also agrees with each
		Issuing Lender that such Issuing Lender shall not be responsible for, and the
		Company’s L/C Reimbursement Obligations under Section
		5.4 shall
		not be affected by, among other things, the validity or genuineness of
		documents or of any endorsements thereon, even though such documents shall in
		fact prove to be invalid, fraudulent or forged, or any dispute between or among
		the Company and any beneficiary of any Letter of Credit or any other party to
		which such Letter of Credit may be transferred or any claims whatsoever of the
		Company against any beneficiary of such Letter of Credit or any such
		transferee. No Issuing Lender shall be liable for any error, omission,
		interruption or delay in transmission, dispatch or delivery of any message or
		advice, however transmitted, in connection with any Letter of Credit issued by
		it, except for errors or omissions caused by such Issuing Lender’s gross
		negligence or willful misconduct. The Company agrees that any action taken or
		omitted by any Issuing Lender under or in connection with any Letter of Credit
		issued by such Issuing Lender or the related drafts or documents, if done in
		the absence of gross negligence or willful misconduct and in accordance with
		the standards of care specified in the UCC, shall be binding on the Company and
		shall not result in any liability of such Issuing Lender to the
		Company.

	  

	 Section
		5.6   Letter
		of Credit Payments.  
		If any draft shall be presented for payment under any Letter of Credit, the
		Issuing Lender in respect of such Letter of Credit shall promptly notify the
		Company of the date and amount thereof. The responsibility of such Issuing
		Lender to the Company in connection with any draft presented for payment under
		any Letter of Credit issued by it shall, in addition to any payment obligation
		expressly provided for in such Letter of Credit, be limited to determining that
		the documents (including each draft) delivered under such Letter of Credit in
		connection with such presentment are in conformity with such Letter of
		Credit.

	  

	 Section
		5.7   Application.  
		To the extent that any provision of any Application or other agreement required
		by the Issuing Lender related to any Letter of Credit is inconsistent with the
		provisions of the other Loan Documents, the provisions of the other Loan
		Documents shall apply.

	  

	 Section
		5.8   Cash
		Collateral for Letters of Credit.
		  (a) If the Multi-Currency Administrative Agent or the Required
		Multi-Currency Lenders shall so request when an Event of Default has occurred
		and is continuing, the Company shall promptly deposit in a Cash Collateral
		Account under the direction of the Multi-Currency Administrative Agent the
		amount equal to 105% of Equivalent in Dollars of the sum of the aggregate
		amount of all Undrawn L/C Obligations (the “Deposit
		Requirement”).
		The Company further agrees that, from and after any such request for cash
		collateralization, so long as such Event of Default is continuing, the Company
		will deposit from time to time into such Cash Collateral Account any such
		additional amounts as shall be necessary to cause the amount on deposit therein
		to be not less than the amount of the Deposit Requirement then in
		effect.

	  

	 (b) Following
		the occurrence and during the continuance of any Event of Default, the
		Multi-Currency Administrative Agent may direct the Collateral Agent to apply
		amounts held in the Cash Collateral Account maintained pursuant to paragraph
		(a) above
		to the payment of the Payment Obligations on account of the Letters of Credit
		in such order as the Multi-Currency Administrative Agent shall elect, with any
		amounts remaining on deposit therein

	  

	 
		
		  
			  
		  

		  
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 after giving effect to such application on
		account of the Letters of Credit to be applied pursuant to the Intercreditor
		Agreement.

	  

	 Section
		5.9   Existing
		Letters of Credit.
		  Schedule
		5.9 (Existing
		Letters of Credit)
		contains a schedule of certain letters of credit issued prior to the Closing
		Date by Citibank, N.A. for the account of any Borrower. On the Closing Date,
		(i) such letters of credit, to the extent outstanding, shall be automatically
		and without further action by the parties thereto converted to Letters of
		Credit issued pursuant to this Section
		5.9 for the
		account of such Borrower and subject to the provisions hereof, and for this
		purpose the fees specified in Section
		5.4 shall
		be payable (in substitution for any fees set forth in the applicable letter of
		credit reimbursement agreements or applications relating to such letters of
		credit) as if such letters of credit had been issued on the Closing Date, (ii)
		each of the issuers of such Letters of Credit shall be deemed to be an
		“Issuing
		Lender”
		hereunder solely for the purpose of maintaining such letters of credit, (iii)
		the Equivalent in Dollars of the face amount of such letters of credit shall be
		included in the calculation of L/C Obligations and (iv) all liabilities of the
		Borrowers with respect to such letters of credit shall constitute Payment
		Obligations. No letter of credit converted in accordance with this Section
		5.9 shall
		be amended, extended or renewed without the prior written consent of the
		Multi-Currency Administrative Agent.

	  

	 ARTICLE
		VI

	  

	 AMOUNT
		AND TERMS OF LOCAL LOAN SUB-FACILITY

	  

	 Section
		6.1   Local
		Loan Commitments.
		  Subject to the terms and conditions of this Agreement, each Local
		Fronting Lender severally agrees to make loans (and, to the extent provided in
		Section
		6.9, to
		create Acceptances) under the Aggregate Multi-Currency Commitment in Dollars
		and in the Denomination Currency set forth opposite its name on Schedule
		1.1 to the
		Company and to the Local Borrowing Subsidiary for such Denomination Currency
		from time to time during the Commitment Period (individually, a
		“Local
		Loan”;
		collectively, the “Local
		Loans”);
		provided,
		however, that,
		after giving effect to the making and the use of proceeds thereof, (i) the
		aggregate amount of the Local Outstandings of such Local Fronting Lender shall
		not exceed the amount equal to its Currency Sublimit then in effect and (ii)
		the sum of the Aggregate Outstanding Multi-Currency Extensions of Credit shall
		not exceed the Maximum Multi-Currency Availability. The Local Loans made by
		each Local Fronting Lender generally shall be made by such Local Fronting
		Lender from a lending office which is located within the jurisdiction of its
		respective Denomination Currency; provided,
		however, that,
		in the event that the Company or the relevant Local Borrowing Subsidiary so
		requests and the relevant Local Fronting Lender (in its sole discretion) so
		agrees, any Local Loans to be made by such Local Fronting Lender may be made
		from a lending office of such Local Fronting Lender which is not located in the
		jurisdiction of its Denomination Currency. During the Commitment Period, the
		Local Borrowers may use the Aggregate Multi-Currency Commitment by borrowing
		Local Loans and Acceptances, repaying the Local Loans and Acceptances in whole
		or in part and reborrowing, all in accordance with the terms and conditions
		hereof.

	  

	 Section
		6.2   Obligations
		of Local Borrowers.  
		(a) Each Local Borrower hereby agrees that each Local Loan made by each Local
		Fronting Lender to such Local Borrower pursuant hereto shall constitute the
		promise and obligation of such Local Borrower to pay to such Local Fronting
		Lender, at the office of such Local Fronting Lender listed on Schedule
		III hereto
		(or, if such Local Fronting Lender has notified such Local Borrower that a
		Local Loan was funded by a different lending office of such Local Fronting
		Lender pursuant to Section
		6.1, the
		lending office from which such Local Loan was funded), in lawful money of the
		Denomination 

	 
		
		   

		  
			  
		  

		  
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	 Currency
		(or, with respect to Local Loans which are Dollar Loans, in Dollars) and in
		immediately available funds the aggregate unpaid principal amount of all Local
		Loans made by such Local Fronting Lender pursuant to Section
		6.1, which
		amounts shall be due and payable (whether at maturity or by acceleration) as
		set forth in this Agreement and, in any event, on the Multi-Currency
		Termination Date. Notwithstanding anything to the contrary contained in this
		Agreement or any other Loan Document, (i) no Local Borrowing Subsidiary
		organized under the laws of any jurisdiction outside the United States shall
		pay or be obligated under any Loan Document to pay any amounts other than the
		Payment Obligations arising from the Local Loans of such Local Borrowing
		Subsidiary, including any amounts owing by or on account of any other Loan
		Party pursuant to this Agreement or any other Loan Document or in respect of
		any other Secured Obligations and (ii) no assets of any Local Borrowing
		Subsidiary organized outside of the United States shall be used to pay or
		secure obligations of the Company, any other Loan Party or any other Local
		Borrowing Subsidiary under any Loan Document or in respect of any other Secured
		Obligations.

	  

	 (b) Each
		Local Borrower hereby agrees that each Local Fronting Lender is authorized to
		record (i) the date, amount and currency of each Local Loan made by such Local
		Fronting Lender to such Local Borrower pursuant to Section
		6.1, (ii)
		the date of each interest rate conversion pursuant to Section
		7.7 which
		is applicable to such Local Loan and the principal amount subject thereto,
		(iii) the date and amount of each payment or prepayment of principal of and
		interest with respect to each Local Loan made by such Local Borrower to such
		Local Fronting Lender and (iv) in the case of each Local Loan which bears
		interest at a rate based upon the relevant Eurocurrency Rate or Eurodollar Rate
		or (if it is customary in the relevant jurisdiction for Local Rate Loans to be
		subject to Interest Periods) Local Rate, the interest rate and Interest Period,
		in the books and records of such Local Fronting Lender and in such manner as is
		reasonable and customary for it and a certificate of an officer of such Local
		Fronting Lender, setting forth in reasonable detail the information so
		recorded, shall constitute prima facie evidence of the accuracy of the
		information so recorded; provided,
		however, that
		the failure to make any such recording or any error in such recording shall not
		in any way affect the Payment Obligations of the relevant Local Borrower
		hereunder.

	  

	 Section
		6.3   Procedure
		for Borrowing Local Loans.
		  Each Local Borrower may request a borrowing of Local Loans under
		the Aggregate Multi-Currency Commitment in Dollars or in the relevant
		Denomination Currency from the applicable Local Fronting Lender during the
		Commitment Period on any Working Day, if the Local Loans to be borrowed are
		Eurodollar Loans or Eurocurrency Loans, or on any Business Day, if the Local
		Loans to be borrowed are Alternate Base Rate Loans or Local Rate Loans, by
		submitting an irrevocable Notice of Borrowing to the relevant Local Fronting
		Lender (with a copy to the Multi-Currency Administrative Agent), specifying (i)
		the aggregate principal amount of the relevant currency to be borrowed, (ii)
		the requested borrowing date, (iii) whether the Local Loans to be borrowed are
		to be Eurodollar Loans or Alternate Base Rate Loans (in the case of Dollar
		Loans) or Eurocurrency Loans or Local Rate Loans (in the case of other Local
		Loans) or (in either case) a combination thereof and, if a combination, the
		respective aggregate amount of each type of borrowing and (iv) if the Local
		Loans to be borrowed are Eurodollar Loans or Eurocurrency Loans or (if it is
		customary in the relevant jurisdiction for Local Rate Loans to be subject to
		Interest Periods) Local Rate Loans, the length of the Interest Period or
		Interest Periods applicable thereto; provided,
		however, that
		any Local Loans to be made to the Company or a Local Borrowing Subsidiary on
		the Closing Date shall be made as Local Rate Loans. Any such notice of
		borrowing must be received by the relevant Local Fronting Lender prior to 11:00
		A.M., local time, three Working Days prior to the requested borrowing date (or
		such shorter period prior thereto as such Local Fronting Lender may agree) in
		the case of Eurodollar Loans or 

	 
		
		   

		  
			  
		  

		  
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	 Eurocurrency
		Loans, and on the requested borrowing date, in the case of Alternate Base Rate
		or Local Rate Loans (with the presentation by any third party of any check or
		draft drawn on the account of the relevant Local Borrower or any other
		borrowing by way of overdraft being deemed to constitute a notice of borrowing
		of Local Rate Loans in the amount of such check, draft or other borrowing, to
		the extent that insufficient funds are then available for the payment thereof
		in the account of such Local Borrower with the relevant Local Fronting Lender);
		provided,
		further, that
		the Multi-Currency Administrative Agent may, at any time and from time to time
		in its sole discretion, suspend the right of the Local Borrowers with respect
		to any one or more Denomination Currencies to borrow Alternate Base Rate Loans
		or Local Rate Loans on the basis of same-day notice by providing written notice
		of such suspension to the Company and the affected Local Borrowing Subsidiaries
		(with a copy to the relevant Local Fronting Lender) not less than two Business
		Days prior to the effectiveness thereof (or, during such time as any Default or
		Event of Default has occurred and is continuing, on the date of such
		effectiveness), in which event any such notice of borrowing (other than any
		notice of borrowing deemed to be made on account of a check, draft or other
		customary means of borrowing by way of overdraft drawn by such Local Borrower
		prior to the date of such notice of suspension) of Alternate Base Rate Loans or
		Local Rate Loans must (until such notice of suspension has been revoked by the
		Multi-Currency Administrative Agent) be received by the Local Fronting Lender
		prior to 11:00 A.M., local time, one Business Day prior to the requested
		borrowing date. In the event that the relevant Local Fronting Lender determines
		on the requested borrowing date that the making of such requested Local Loan
		will not cause the Local Outstandings of such Local Fronting Lender to exceed
		the amount equal to its Currency Sublimit then in effect (in each case, as has
		been notified to such Local Fronting Lender by the Multi-Currency
		Administrative Agent pursuant to Section
		6.8(b)), such
		Local Fronting Lender will make the requested Local Loan available to the
		relevant Local Borrower, at the principal lending office of such Local Fronting
		Lender in the relevant jurisdiction, by 1:00 P.M., local time, on the requested
		borrowing date, in funds immediately available to such Local Borrower. Promptly
		following the making of each such Local Loan, such Local Fronting Lender shall
		provide notice to the Multi-Currency Administrative Agent of the amount
		thereof. The minimum amount of each borrowing of Local Loans shall, subject to
		Section
		7.7(g), be in
		an aggregate principal amount (not to exceed the relevant Currency Sublimit) to
		be mutually agreed upon by the relevant Local Fronting Lender and the relevant
		Local Borrower. Notwithstanding anything to the contrary contained in this
		Section
		6.3, no
		Local Fronting Lender shall be obligated hereunder to advance any Local Loan by
		way of an overdraft, but rather shall provide overdrafts only if it elects (in
		its sole discretion) to do so. Notwithstanding the foregoing, any Local Loans
		(as defined in the Existing Agreement) which are outstanding on the Closing
		Date from a Local Fronting Lender hereunder listed on Schedule
		6.3 shall
		be deemed to be refinanced with “Local
		Loans”
		(as defined herein) hereunder.

	  

	 Section
		6.4   Currency
		Conversion and Contingent Funding Agreement.  
		(a) Each Multi-Currency Lender hereby unconditionally and irrevocably agrees to
		purchase (in Dollars) an undivided participating interest in its ratable share
		of such Local Loans and Acceptances made by such Local Fronting Lenders as the
		Multi-Currency Administrative Agent may at any time request; provided,
		however,
		that:

	  

	 (i) the
		Multi-Currency Administrative Agent hereby agrees that, it will not request any
		such purchase of participating interests unless a Liquidity Event Period has
		commenced and is continuing or a Default or an Event of Default has occurred
		and is continuing;

	  

	 (ii) the
		Multi-Currency Administrative Agent hereby agrees that it promptly will request
		that the Multi-Currency Lenders purchase such participating interest in all
		

	 
		
		   

		  
			  
		  

		  
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	 Local
		Loans and Acceptances made by any Local Fronting Lender which provides to the
		Multi-Currency Administrative Agent a written certification that an Event of
		Default described in Section
		12.1(a) is
		continuing with respect to the Local Loans or Acceptances made by such Local
		Fronting Lender and requesting that such request be made by the Multi-Currency
		Administrative Agent; and

	  

	 (iii) in the
		event that any of the events specified in clauses
		(i), (ii) or
		(iii) of
		Section
		12.1(j) shall
		have occurred with respect to any Local Borrower, each Multi-Currency Lender
		shall be deemed to have purchased, automatically and without request, such
		participating interest in the Local Loans and Acceptances made to such Local
		Borrower.

	  

	 Any such
		request by the Multi-Currency Administrative Agent shall be made in writing to
		each Multi-Currency Lender and shall specify the amount of Dollars (based upon
		the actual exchange rate at which the Multi-Currency Administrative Agent
		anticipates being able to obtain the relevant Denomination Currency, with any
		excess payment being refunded to the Multi-Currency Lenders and any deficiency
		remaining payable by the Multi-Currency Lenders) required from such
		Multi-Currency Lender in order to effect the purchase by such Multi-Currency
		Lender of a participating interest in the amount equal to its Multi-Currency
		Commitment Percentage multiplied by the aggregate then outstanding principal
		amount (in the Denomination Currency) of the relevant Local Loans and
		Acceptances (together with accrued interest thereon and other amounts owing in
		connection therewith) in such Denomination Currency. Promptly upon receipt of
		such request, each Multi-Currency Lender shall deliver to the Multi-Currency
		Administrative Agent (in immediately available funds) the amount so specified
		by the Multi-Currency Administrative Agent. The Multi-Currency Administrative
		Agent shall convert such amounts into the relevant Denomination Currency and
		shall promptly deliver the proceeds of such conversion to the relevant Local
		Fronting Lender in immediately available funds. From and after such purchase,
		(i) the outstanding Local Loans and Acceptances in which the Multi-Currency
		Lenders have purchased such participations shall be deemed to have been
		converted into Revolving Credit Loans that are Alternate Base Rate Loans
		denominated in Dollars (with such conversion constituting, for purposes of
		Section
		7.11, a
		prepayment of such Local Loans and Acceptances before the last day of the
		Interest Period with respect thereto), (ii) any further Local Loans to be made
		to such Borrower shall be made in Dollars, with each Multi-Currency Lender
		purchasing a participating interest therein in the manner described in the
		foregoing provisions of this Section
		6.4(a)
		immediately upon the making thereof in the amount equal to such Multi-Currency
		Lender’s Multi-Currency Commitment Percentage thereof (with the
		Multi-Currency Administrative Agent hereby agreeing to provide prompt notice to
		each such Multi-Currency Lender of its receipt from the relevant Local Fronting
		Lender of a notice of borrowing and of making the relevant Local Loan), (iii)
		no further Acceptances shall be created for the account of such Borrower, (iv)
		all amounts from time to time accruing, and all amounts from time to time
		payable, on account of such Local Loans and Acceptances (including, without
		limitation, any interest and other amounts which were accrued but unpaid on the
		date of such purchase) shall be payable in Dollars as if such Local Loan or
		Acceptance, as the case may be, had originally been made in Dollars and shall
		(other than with respect to the portion of the Applicable Margin which,
		pursuant to Section
		7.5, is
		expressly stated to be paid for the account of the Local Fronting Lender) be
		distributed by the relevant Local Fronting Lender to the Multi-Currency
		Administrative Agent, for the accounts of the Multi-Currency Lenders, on
		account of such participating interests. Notwithstanding anything to the
		contrary contained in this Section
		6.4, the
		failure of any Multi-Currency Lender to purchase its participating interest in
		any Local Loan or Acceptance shall not relieve any other Multi-Currency Lender
		of its obligation hereunder to purchase its participating interest in a timely
		manner, but no Multi-Currency Lender shall be 

	 
		 

		
		   
		

		
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	 responsible
		for the failure of any other Multi-Currency Lender to purchase the
		participating interest to be purchased by such other Multi-Currency Lender on
		any date.

	  

	 (b) If any
		amount required to be paid by any Multi-Currency Lender pursuant to
		Section
		6.4(a) is paid
		to the Multi-Currency Administrative Agent within three Business Days following
		the date upon which such Multi-Currency Lender receives notice from the
		Multi-Currency Administrative Agent that the Local Loan or Acceptance in which
		such Multi-Currency Lender has purchased a participating interest has been made
		or created (as the case may be), such Multi-Currency Lender shall pay to the
		Multi-Currency Administrative Agent on demand an amount equal to the product of
		such amount, times the daily average Federal Funds Effective Rate, as quoted by
		the Multi-Currency Administrative Agent, during the period from and including
		the date such payment is required to the date on which such payment is
		immediately available to the Multi-Currency Administrative Agent, times a
		fraction the numerator of which is the number of days that elapse during such
		period and the denominator of which is 360. If any such amount required to be
		paid by any Multi-Currency Lender pursuant to Section
		6.4(a) is not
		in fact made available to the Multi-Currency Administrative Agent within three
		Business Days following the date upon which such Multi-Currency Lender receives
		notice from the Multi-Currency Administrative Agent that the Local Loan or
		Acceptance in which such Multi-Currency Lender has purchased a participating
		interest has been made or created (as the case may be), the Multi-Currency
		Administrative Agent shall be entitled to recover from such Multi-Currency
		Lender, on demand, such amount with interest thereon calculated from such due
		date at the rate per annum applicable to Revolving Credit Loans that are
		Alternate Base Rate Loans hereunder. A certificate of the Multi-Currency
		Administrative Agent submitted to any Multi-Currency Lender with respect to any
		amounts owing under this Section
		6.4(b) shall be
		conclusive in the absence of manifest error. Amounts payable by any
		Multi-Currency Lender pursuant to this Section
		6.4(b) shall be
		paid to the Multi-Currency Administrative Agent, for the account of the
		relevant Local Fronting Lender; provided,
		however, that,
		if the Multi-Currency Administrative Agent (in its sole discretion) has elected
		to fund on behalf of such Multi-Currency Lender the amounts owing to such Local
		Fronting Lender, then the amounts shall be paid to the Multi-Currency
		Administrative Agent, for its own account.

	  

	 (c) Whenever,
		at any time after the relevant Local Fronting Lender has received from any
		Multi-Currency Lender such Multi-Currency Lender’s participating interest
		in a Local Loan or Acceptance pursuant to clause(a), the
		Local Fronting Lender receives any payment on account thereof, such Local
		Fronting Lender will distribute to the Multi-Currency Administrative Agent, for
		the account of such Multi-Currency Lender, such Multi-Currency Lender’s
		participating interest in such amount (appropriately adjusted, in the case of
		interest payments, to reflect the period of time during which such
		Multi-Currency Lender’s participating interest was outstanding) in like
		funds as received; provided,
		however, that
		in the event that such payment received by such Local Fronting Lender is
		required to be returned, such Multi-Currency Lender will return to such Local
		Fronting Lender any portion thereof previously distributed by such Local
		Fronting Lender to such Multi-Currency Lender in like funds as such payment is
		required to be returned by such Local Fronting Lender.

	  

	 (d) Each
		Multi-Currency Lender’s obligation to purchase participating interests
		pursuant to clause
		(a) above
		shall be absolute and unconditional and shall not be affected by any
		circumstance, including, without limitation, (a) any set-off, counterclaim,
		recoupment, defense or other right which such Multi-Currency Lender may have
		against the relevant Local Fronting Lender, the relevant Local Borrower or any
		other Person for any reason whatsoever; (b) the occurrence or continuance of a
		Default or an Event of Default; (c) any adverse change in the condition
		(financial or otherwise) of the relevant Local Borrower or any 

	 
		
		   

		  
			  
		  

		  
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		  other
			 Person; (d) any breach of this Agreement by the relevant Local Borrower, any
			 other Local Borrower or any other Lender; or (e) any other circumstance,
			 happening or event whatsoever, whether or not similar to any of the foregoing;
			 provided,
			 however, that
			 no Multi-Currency Lender shall be obligated to purchase participating interests
			 in any Local Loans made by a Local Fronting Lender to the extent that such
			 Local Loans (at the time when made) caused the amount of Local Loans
			 outstanding from such Local Fronting Lender to be in excess of the Currency
			 Sublimit then in effect with respect to such Local Fronting
			 Lender.
 
 

	  

	 Section
		6.5   Designation
		of Additional Denomination Currencies.
		  (a) The Company may from time to time request that any one or more
		additional freely available currencies which are freely transferable and freely
		convertible into Dollars be designated as “Denomination
		Currencies”
		hereunder by providing written notice to the Multi-Currency Administrative
		Agent specifying (i) the relevant Local Borrowing Subsidiary for such currency
		(which need not be an existing Local Borrowing Subsidiary), (ii) the requested
		amount of the Currency Sublimit for such Denomination Currency and (iii)
		specifying the Local Fronting Lender with respect thereto and the Maximum
		Sublimit to be inserted in Schedule
		III for
		such Local Fronting Lender; provided,
		however, that
		in no event shall the sum of all Currency Sublimits (after giving effect to the
		requested designation of an additional Denomination Currency and any concurrent
		re-allocation of the Currency Sublimits pursuant to Section
		6.6) exceed
		the Aggregate Currency Sublimit then in effect. The Multi-Currency
		Administrative Agent shall promptly forward to each Multi-Currency Lender a
		copy of any such notice. Within ten Business Days following the receipt of such
		notice, each Multi-Currency Lender shall notify the Multi-Currency
		Administrative Agent in writing whether such designation is acceptable to such
		Multi-Currency Lender (in its sole discretion) and the Multi-Currency
		Administrative Agent promptly shall notify the Company thereof.

	  

	 (b) In the
		event that such designation is acceptable to the Required Multi-Currency
		Lenders, the Company shall cause the requested Local Borrowing Subsidiary to
		deliver to the Multi-Currency Administrative Agent (i) a Local Borrowing
		Subsidiary Joinder Agreement, (ii) such other documents, instruments,
		agreements and legal opinions as the Multi-Currency Administrative Agent
		reasonably may request (including, in any event, an opinion of local counsel in
		the relevant jurisdiction to the effect that no Multi-Currency Lender, other
		than the relevant Local Fronting Lender, shall be deemed to be doing business
		in the relevant jurisdiction, or otherwise shall be subject to regulation or
		taxation therein, solely as a result of the agreements set forth herein; with
		such legal opinions to be in form and substance reasonably acceptable to the
		Required Multi-Currency Lenders) and (iii) a Local Fronting Lender Joinder
		Agreement from the Local Fronting Lender for such Denomination
		Currency.

	  

	 (c) From and
		after the date upon which the Multi-Currency Administrative Agent has received
		the documents (all of which shall be in form and substance reasonably
		satisfactory to the Multi-Currency Administrative Agent) described in
		Section
		6.5(b),
		Schedule
		III hereto
		shall be deemed to be amended to reflect (i) the designation of such currency
		as a Denomination Currency, (ii) the aggregate amount of the Currency Sublimit
		and Maximum Sublimit with respect thereto, (iii) the name and applicable local
		lending office of the relevant Local Fronting Lender with respect thereto and
		(iv) the name of the relevant Local Borrowing Subsidiary.

	  

	 (d) With
		respect to any Denomination Currency set forth on Schedule
		III, the
		Company may designate an additional or different Local Borrowing Subsidiary
		with respect thereto with the approval of the Required Multi-Currency Lenders
		and the relevant Local Fronting Lender, which designation shall take effect
		from and after the date upon which the 

	 
		
		   

		  
			  
		  

		  
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	 Multi-Currency
		Administrative Agent has received the documents described in Section
		6.5(b)(i) and
		(ii) with respect to such designated Local Borrowing Subsidiary and from and
		after such date Schedule
		III shall
		be deemed to be amended to reflect the name of the Local Borrowing Subsidiary
		so designated.

	  

	 (e) The
		Multi-Currency Administrative Agent shall give prompt notice to the
		Multi-Currency Lenders of the effectiveness of any such designation and shall
		deliver to each Multi-Currency Lender and the Company a revised version of
		Schedule
		III which
		reflects any such amendment.

	  

	 Section
		6.6   Re-Allocation
		of Currency Sublimits.
		  (a) The Company (on its own behalf and as agent of the Local
		Borrowing Subsidiaries) may from time to time (but, unless the Multi-Currency
		Administrative Agent shall otherwise agree, not more frequently than two times
		per calendar month) request that the amount of any one or more Currency
		Sublimits be increased and/or the amount of any one or more Currency Sublimits
		be decreased by delivering a written request for such re-allocation to the
		Multi-Currency Administrative Agent. Each such request shall specify the amount
		(in Dollars) of the increase or decrease, as the case may be, applicable to
		each affected Currency Sublimit. The Multi-Currency Administrative Agent shall
		deliver to each affected Local Fronting Lender a copy of such request promptly
		following receipt thereof.

	  

	 (b) Unless
		the revised Currency Sublimit of any Local Fronting Lender will, after giving
		effect to the requested re-allocation of Currency Sublimits, be in excess of
		the Maximum Sublimit then in effect for such Local Fronting Lender, then the
		Currency Sublimits shall be deemed to be so re-allocated and Schedule
		III shall
		be deemed to be amended to reflect such reallocation; provided,
		however, that
		(i) no Local Fronting Lender shall be required to lend more than its Currency
		Sublimit (as in effect prior to the effectiveness of such re-allocation) until
		such Local Fronting Lender has received notice from the Multi-Currency
		Administrative Agent of the effectiveness of such re-allocation (which notice
		the Multi-Currency Administrative Agent agrees to deliver promptly upon such
		effectiveness) and (ii) after giving effect to such re-allocation, the
		Aggregate Outstanding Multi-Currency Extensions of Credit will not exceed the
		Maximum Multi-Currency Availability then in effect. Promptly following the
		effectiveness of such re-allocation, the Multi-Currency Administrative Agent
		shall deliver to each Multi-Currency Lender and the Company a revised
		Schedule
		III which
		reflects such amendment.

	  

	 (c) In the
		event that the revised Currency Sublimit of any Local Fronting Lender will
		(after giving effect to the requested re-allocation of Currency Sublimits) be
		in excess of the Maximum Sublimit specified for such Local Fronting Lender on
		Schedule
		III, then
		such Local Fronting Lender and the Multi-Currency Administrative Agent shall
		have ten Business Days to determine whether (in their sole discretion) to
		approve such increase. In the event that such Local Fronting Lender and the
		Multi-Currency Administrative Agent approve such increase (which approval shall
		be delivered in writing to the Company and, in the case of the approval of such
		Local Fronting Lender, to the Multi-Currency Administrative Agent) then the
		Currency Sublimit and the Maximum Sublimit of such Local Fronting Lender shall
		be re-allocated to such higher amounts requested for such Local Fronting Lender
		in the request delivered to the Multi-Currency Administrative Agent pursuant to
		Section
		6.6(a). In the
		event that such Local Fronting Lender and the Multi-Currency Administrative
		Agent do not approve such increase in accordance with the foregoing terms of
		this Section
		6.6(c), then
		the Currency Sublimit of such Local Fronting Lender shall be increased only to
		its existing Maximum Sublimit on the date upon which either such Local Fronting
		Lender or the Multi-Currency Administrative Agent notifies the Company that
		such increase has not been approved (or, if no such notice is given, at the end
		of such ten day 

	 
		
		   

		  
			  
		  

		  
			 70
		  

		  
			  
		  


		  

		  
		  

		  

		   
 
 

	 approval
		period). Promptly following the effectiveness of any such reallocation, the
		Multi-Currency Administrative Agent shall deliver to each Multi-Currency Lender
		and the Company a revised Schedule
		III which
		reflects such amendment. The Company or the relevant Local Borrowing Subsidiary
		shall pay any stamp, recording or other similar tax payable under the laws of
		the local jurisdiction which is required as a result of any such increase in
		the Maximum Sublimit of its relevant Local Fronting Lender.

	  

	 (d) In
		connection with any re-allocation made in accordance with this Section
		6.6, the
		Company may designate that the Currency Sublimit applicable to any Local
		Fronting Lender is to be reduced to zero and that the relevant Local Borrowing
		Subsidiary is to cease to be a “Local
		Borrowing Subsidiary”
		hereunder. From and after any such designation and repayment of all relevant
		Local Loans or Acceptances then outstanding, such Local Borrowing Subsidiary
		shall cease to be a Borrower hereunder, such Local Fronting Lender shall cease
		to be the “Local
		Fronting Lender”
		for the relevant Denomination Currency and (except to the extent that the
		provisions of Section
		6.5
		subsequently are complied with) no further Local Loans or Acceptances shall be
		made to any Borrower in such Denomination Currency.

	  

	 (e) Notwithstanding
		anything to the contrary contained herein, no such reallocation shall be
		permitted if, after giving effect thereto, the Aggregate Outstanding
		Multi-Currency Extensions of Credit will exceed the Maximum Multi-Currency
		Availability then in effect.

	  

	 Section
		6.7   Resignation
		or Removal of a Local Fronting Lender.  
		(a) In the event that a Local Fronting Lender shall so elect, such Local
		Fronting Lender shall resign as Local Fronting Lender by giving written notice
		of its resignation to the Company, the relevant Local Borrowing Subsidiary and
		the Multi-Currency Administrative Agent, with such resignation becoming
		effective on the date which is the earlier of (i) the date upon which a Local
		Fronting Lender reasonably acceptable to the Multi-Currency Administrative
		Agent and the Company (on its own behalf and as agent for the relevant Local
		Borrowing Subsidiary) is designated as a substitute Local Fronting Lender in
		accordance with the provisions of Section
		6.7(c) and
		(ii) such other date upon which such Local Fronting Lender, the Company and the
		relevant Local Borrowing Subsidiary otherwise agree; provided,
		however, that
		such effective date shall in no event be later than the date which is 30 days
		following the date upon which such written notice is delivered to the Company.
		Any Local Loans and Acceptances made by such Local Fronting Lender which are
		outstanding on such termination date shall be due and payable on such
		termination date.

	  

	 (b) The
		Company (on its own behalf and as agent for the relevant Local Borrowing
		Subsidiary) at any time may, using its commercially reasonable judgment,
		request that any Local Fronting Lender cease to be designated as such by giving
		written notice of such request to the Multi-Currency Administrative Agent
		(which notice the Multi-Currency Administrative Agent promptly shall deliver to
		such Local Fronting Lender and to each Multi-Currency Lender). Immediately upon
		receipt of such request, such Local Fronting Lender shall cease to make any
		additional Local Loans and cease to create any additional Acceptances, and all
		Local Loans and Acceptances then maintained by such Local Fronting Lender shall
		be due and payable on the date requested by the Company (which date shall be
		not earlier than (i) the earlier of (A) 30 days following delivery of such
		notice, in the case of Alternate Base Rate Loans, Local Rate Loans and
		Acceptances and (B) the last day of the Interest Period then in effect with
		respect thereto, in the case of Eurocurrency Loans or Eurodollar Loans, as the
		case may be, and (ii) such other date upon which such Local Fronting Lender,
		the Company and the relevant Local Borrowing Subsidiary otherwise agree). From
		and after the date upon which all such Local Loans and 

	 
		
		   

		  
			  
		  

		  
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	 Acceptances
		are repaid (together with accrued interest and other amounts owing to such
		Local Fronting Lender on account thereof), such Local Fronting Lender shall
		cease to be a “Local
		Fronting Lender”
		with respect to such Denomination Currency.

	  

	 (c) In the
		event that the Local Fronting Lender with respect to any Denomination Currency
		shall cease to serve as such pursuant to Section
		6.7(a) or
		(b), the
		Company (on its own behalf and as agent of the relevant Local Borrowing
		Subsidiary) may designate another Local Fronting Lender reasonably acceptable
		to the Multi-Currency Administrative Agent to serve as “Local
		Fronting Lender”
		with respect to such Denomination Currency; provided,
		however, that
		no Multi-Currency Lender shall be so designated without its agreement (in its
		sole discretion) to serve as the “Local
		Fronting Lender”
		with respect to such Denomination Currency hereunder. Upon any such designation
		and the receipt by the Multi-Currency Administrative Agent of a Local Fronting
		Lender Joinder Agreement, duly executed and delivered by such designated Local
		Fronting Lender, such Multi-Currency Lender shall be deemed to be the
		“Local
		Fronting Lender”
		with respect to such Denomination Currency for all purposes under this
		Agreement and the other Loan Documents.

	  

	 (d) During
		any period when no substitute Local Fronting Lender has been duly appointed in
		accordance with the terms of Section
		6.7(c), the
		right of the Borrowers to borrow in such Denomination Currency shall be
		suspended.

	  

	 Section
		6.8   Reports.
		  (a) Each Local Fronting Lender shall deliver to the Multi-Currency
		Administrative Agent on the first Business Day of each calendar week and on the
		first Business Day of each calendar month (and at any time and from time to
		time when the Multi-Currency Administrative Agent may so request) a statement,
		substantially in the form of Exhibit
		P-1,
		showing (i) the aggregate principal amount of Local Loans in the relevant
		Denomination Currency outstanding from such Local Fronting Lender as of the
		close of business on each Business Day during the prior week (or portion
		thereof), (ii) the aggregate principal amount of Local Loans in Dollars
		outstanding from such Local Fronting Lender as of the close of business on each
		Business Day during the prior week (or portion thereof), (iii) the aggregate
		undiscounted face amount of Acceptances outstanding from such Local Fronting
		Lender as of the close of business on each Business Day during the prior week
		(or portion thereof) and (iv) such other matters as are contained therein. The
		Multi-Currency Administrative Agent hereby agrees to deliver a copy of each
		such statement to the Company promptly following its receipt thereof and of any
		such statement to any Multi-Currency Lender promptly upon its request
		therefor.

	  

	 (b) Promptly
		following any change in the Currency Sublimit in effect for any Local Fronting
		Lender, the Multi-Currency Administrative Agent shall deliver to such Local
		Fronting Lender a statement indicating the new Currency Sublimit in effect for
		such Local Fronting Lender.

	  

	 Section
		6.9   Bankers’
		Acceptances.
		  (a) Notwithstanding anything to the contrary contained herein,
		any Local Fronting Lender may agree (in its sole discretion from time to time)
		to create bankers’ acceptances under its Currency Sublimit by way of the
		acceptance and discount of Drafts (the “Acceptances”)
		pursuant to this Section
		6.9;
		provided,
		however, that
		no Local Fronting Lender shall have any obligation to create and/or discount
		Acceptances, regardless of any prior practice of doing so for the account of
		such Local Borrowing Subsidiary. Any Acceptances created pursuant to this
		Section
		6.9 shall be
		denominated in the Denomination Currency for the relevant Local Fronting Lender
		(and not in Dollars), and shall be for such tenor and in such amount as may be
		mutually agreed upon by the relevant Local Fronting Lender and 

	 
		
		   

		  
			  
		  

		  
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	 Local
		Borrowing Subsidiary; provided,
		however, that
		in no event shall any Acceptance mature after the date which is 30 days prior
		to the Multi-Currency Termination Date.

	  

	 (b) Unless
		the relevant Local Borrowing Subsidiary and Local Fronting Lender otherwise
		agree, the relevant Local Borrowing Subsidiary shall give to the relevant Local
		Fronting Lender not less than two Business Days’ prior written notice of
		its intent to borrow by way of Acceptances from any Local Fronting Lender which
		has agreed to accept and discount Drafts for the account of such Local
		Borrowing Subsidiary, which notice shall be accompanied by (i) a Draft which
		has been completed, executed and delivered by a duly authorized officer of such
		Local Borrowing Subsidiary and (ii) such other documents, instruments and
		certificates as such Local Fronting Lender reasonably may request; provided,
		however, that,
		after giving effect to the creation of such Acceptance, the Local Outstandings
		owing to such Local Fronting Lender shall not exceed the amount equal to its
		Currency Sublimit then in effect. On the requested borrowing date, the relevant
		Local Fronting Lender will accept such Draft and discount such accepted Draft
		in accordance with the provisions of Section
		6.9(c).


	  

	 (c) Any
		Local Fronting Lender may, in its sole discretion, elect to discount Drafts of
		the relevant Local Borrowing Subsidiary on the date upon which such Local
		Fronting Lender accepts such Drafts by discounting such Draft at the rate per
		annum equal to the Local Rate (which may be a different rate than the Local
		Rate then payable on account of Local Loans in such Denomination Currency) then
		in effect plus the Applicable Margin then in effect for Local Rate Loans;
		provided,
		however, that,
		unless the relevant Local Fronting Lender and Local Borrowing Subsidiary
		otherwise agree, such discount shall be calculated by, first,
		discounting the aggregate face amount of such Draft at the rate per annum equal
		to the Local Rate then in effect and, second,
		discounting the result thereof at the rate per annum equal to the Applicable
		Margin then in effect for Local Rate Loans. Promptly following such discounting
		(and, in any event, on the date thereof), such Local Fronting Lender shall make
		available to such Local Borrowing Subsidiary the amount equal to the discounted
		face amount of such Draft in the manner in which such Local Fronting Lender
		makes available Local Loans pursuant to Section
		6.3.


	  

	 (d) Each
		Local Borrowing Subsidiary hereby unconditionally agrees to pay to the relevant
		Local Fronting Lender the aggregate, undiscounted face amount of each Draft
		accepted by such Local Fronting Lender hereunder on the maturity date thereof
		(or on such earlier date upon which the obligations of such Local Borrowing
		Subsidiary under this Agreement shall become or shall have been declared due
		and payable pursuant to the terms and conditions of this Agreement). Interest
		shall accrue on any amount owing pursuant to this Section
		6.9(d) which
		is not paid when due (whether by scheduled maturity, mandatory prepayment,
		acceleration or otherwise) from the date such amount becomes due until paid in
		full at a fluctuating rate per annum equal to the rate which would then be
		payable on any overdue Local Rate Loans and shall be payable by such Local
		Borrowing Subsidiary upon demand by such Local Fronting Lender.

	  

	 (e) Each
		Multi-Currency Lender hereby unconditionally and irrevocably agrees to purchase
		undivided participating interests in the Acceptances created by each Local
		Fronting Lender in accordance with the provisions of Section
		6.4.


	  

	 (f) Notwithstanding
		anything to the contrary contained herein, the indefeasible prepayment by the
		relevant Local Borrowing Subsidiary to the relevant Local Fronting Lender of
		all or a portion of any outstanding Acceptance shall be deemed to constitute a
		prepayment of such portion of such Acceptance for all purposes hereunder,
		regardless of whether

	 
		
		   

		  
			  
		  

		  
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	 the
		relevant Local Fronting Lender has distributed such amount to the holder of the
		underlying Draft.

	  

	 Section
		6.10   Use
		of Proceeds of Local Loans and Acceptances.
		  The proceeds of the Local Loans and Acceptances hereunder shall be
		used by the relevant Borrower for general corporate purposes of such Borrower
		and its Subsidiaries not prohibited hereunder.

	  

	 ARTICLE
		VII

	  

	 PROVISIONS
		RELATING TO CERTAIN EXTENSIONS OF CREDIT; FEES AND
		PAYMENT

	  

	 Section
		7.1   Voluntary
		Termination or Reduction of Aggregate Multi-Currency
		Commitment.
		  The Company (on its own behalf and as agent for the Local Borrowing
		Subsidiaries) shall have the right at any time, upon not less than five
		Business Days’ notice to the Multi-Currency Administrative Agent, to
		terminate or, from time to time, permanently reduce the Aggregate
		Multi-Currency Commitment, subject to the provisions of Section
		7.7(g) and
		Section
		7.11, with
		any such voluntary reduction (i) being in an amount equal to $5,000,000 or a
		whole multiple of $1,000,000 in excess thereof and (ii) reducing permanently
		the amount of the Aggregate Multi-Currency Commitment then in
		effect.

	  

	 Section
		7.2   Optional
		Prepayments.
		  (a) The Company may, subject to Section
		7.11, at any
		time and from time to time, prepay any Term Loans, Revolving Credit Loans and
		Swing Line Loans borrowed by it which are then outstanding, in whole or in
		part, without premium or penalty (subject to the second proviso hereto), upon
		at least three Working Days’ irrevocable notice to the applicable
		Administrative Agent, in the case of Eurodollar Loans or Eurocurrency Loans,
		one Business Day’s irrevocable notice to the applicable Administrative
		Agent, in the case of Alternate Base Rate Loans (other than Swing Line Loans)
		and irrevocable notice to the Multi-Currency Administrative Agent (which notice
		must be received by the Multi-Currency Administrative Agent prior to 1:00 P.M.,
		New York City time) on the date of prepayment, in the case of Swing Line Loans,
		specifying (i) the date and amount of such prepayment, (ii) the principal
		amount to be prepaid, (iii) whether the prepayment is of Term Loans, Revolving
		Credit Loans or Swing Line Loans or a combination thereof, and, if of a
		combination thereof, the amount of prepayment allocable to each and (iv)
		whether the prepayment is of Eurodollar Loans, Eurocurrency Loans or Alternate
		Base Rate Loans or a combination thereof, and, if of a combination thereof, the
		amount of prepayment allocable to each (and, with respect to such Eurodollar
		Loans and Eurocurrency Loans, each Tranche thereof), provided,
		however, that
		the Company shall not prepay any Swing Line Loans on any day on which the
		Company has requested a borrowing thereof, and provided,
		further, that
		(A) any Term Loans prepaid pursuant to this Section
		7.2
		(including under clause
		(B) below)
		on or before the third anniversary of the Closing Date shall be accompanied by
		a premium in an amount equal to the Prepayment Fee, and (B) any prepayment of
		the Term Loans in whole upon a refinancing thereof (whether with proceeds of
		equity or indebtedness) shall be deemed to be an optional prepayment. Upon
		receipt of any such notice, the applicable Administrative Agent will promptly
		notify each affected Lender thereof. If any such notice is given, the Company
		will make the prepayment specified therein, and such prepayment shall be due
		and payable on the date specified therein. Each partial prepayment pursuant to
		this Section
		7.2 shall
		be in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess
		thereof (or, in the case of Swing Line Loans, $500,000 or a whole multiple of
		$100,000 in excess thereof) and shall comply with Section
		7.7(g). Any such
		optional prepayments of the Term Loans shall be applied, first, in
		the

	 
		
		   

		  
			  
		  

		  
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	 direct
		order of maturity to the remaining installments thereof maturing in the next
		twelve (12) months, and second, ratably to the remaining installments thereof
		maturing thereafter.

	  

	 (b) The
		Company and each Local Borrowing Subsidiary may, subject to Section
		7.11, at any
		time and from time to time, prepay any Local Loans borrowed by it or
		Acceptances created for its account which are then outstanding, in whole or in
		part, without premium or penalty, upon at least three Working Days’
		irrevocable notice to the relevant Local Fronting Lender (with a copy to the
		Multi-Currency Administrative Agent), in the case of Eurodollar Loans or
		Eurocurrency Loans, and two Business Days’ irrevocable notice to such
		Local Fronting Lender, in the case of Alternate Base Rate Loans, Local Rate
		Loans or Acceptances, specifying (i) the date and amount of such prepayment,
		(ii) whether the amounts prepaid are on account of Acceptances or Local Loans
		(and, if on account of Local Loans, whether such Local Loans to be prepaid are
		denominated in Dollars or in a Denomination Currency, as the case may be) or a
		combination thereof, and, if a combination thereof, the amount of prepayment
		allocable to each and (iii) whether the prepayment is of Eurodollar Loans or
		Alternate Base Rate Loans (in the case of any prepayment of any such Loans
		denominated in Dollars) or Eurocurrency Loans or Local Rate Loans (otherwise)
		or (in either case) a combination thereof, and, if of a combination thereof,
		the amount of prepayment allocable to each (and, with respect to such
		Eurodollar Loans, Eurocurrency Loans or, to the extent applicable, Local Rate
		Loans, each Tranche thereof); provided,
		however, that
		Local Loans borrowed by way of overdrafts may be repaid on same-day notice
		without regard to any minimum amount of repayment required by this Section
		7.2(b), with
		any deposit of funds (whether by clearance of a check, receipt of a wire
		transfer or otherwise) in the account of the relevant Local Borrowing
		Subsidiary maintained by the Local Fronting Lender with respect to such
		overdrafts being deemed to constitute such notice of prepayment. If any such
		notice is given, the relevant Local Borrower will make the prepayment specified
		therein, and such prepayment shall be due and payable on the date specified
		therein. Each partial prepayment of the Local Loans pursuant to this
		Section
		7.2 shall
		be in such minimum amount as may be mutually agreed upon by the relevant Local
		Fronting Lender and the relevant Borrower and shall comply with Section
		7.7(g);
		provided,
		however, that
		in no event shall such minimum amount be greater than $500,000 or the
		Equivalent thereof in the relevant Denomination Currency.

	  

	 Section
		7.3   Mandatory
		Prepayments and Commitment Reductions.
		  (a) Unless the Required Multi-Currency Lenders otherwise agree, if
		at any time and from time to time the Aggregate Outstanding Multi-Currency
		Extensions of Credit exceed the Maximum Multi-Currency Availability at such
		time, the Company and/or the Local Borrowing Subsidiaries shall immediately
		repay the Revolving Credit Loans, the Swing Line Loans, the Local Loans, the
		Acceptances and/or the L/C Reimbursement Obligations (and, to the extent
		necessary, cause the then outstanding Undrawn L/C Obligations to be Fully
		Secured) in accordance with the provisions of Section
		7.4 by the
		amount equal to such excess.

	  

	 (b) Unless
		the Required Multi-Currency Lenders otherwise agree, if at any time and from
		time to time the sum (based on the Borrowing Base Certificate most recently
		delivered to the Multi-Currency Administrative Agent pursuant to Section
		10.17 or at
		the request of the Multi-Currency Administrative Agent) of (i) the aggregate
		outstanding principal amount of Local Loans denominated in Dollars which are
		owing by the Local Borrowers to a Local Fronting Lender, (ii) the Equivalent in
		Dollars of 105% of the aggregate outstanding principal amount of Local Loans
		denominated in the relevant Denomination Currency which are owing by the Local
		Borrowers to such Local Fronting Lender and (iii) the Equivalent in Dollars of
		105% of the aggregate undiscounted face amount of Acceptances in the relevant
		Denomination Currency which are owing by the relevant Local Borrowing
		Subsidiary to such Local Fronting Lender, 

	 
		
		   

		  
			  
		  

		  
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	 exceeds
		the Currency Sublimit for such Local Fronting Lender, such Local Borrowers
		shall, within three Business Days, repay the Local Loans and Acceptances owing
		by them to such Local Fronting Lender by the amount equal to such
		excess.

	  

	 (c) Unless
		the Required Term Loan Lenders otherwise agree, the Term Loans owing to each
		Term Loan Lender shall be repaid, without premium, within 100 days after the
		last day of each fiscal year of the Company by an amount equal to 50% of Excess
		Cash Flow for such fiscal year in accordance with the provisions of
		Section
		7.4;
		provided,
		however, that
		any Term Loan Lender may elect to waive its rights to any payment owing to it
		pursuant to this Section
		7.3(c) and, if
		any Term Loan Lender so elects, the amounts otherwise payable to such Term Loan
		Lender (if not made from proceeds of Revolving Credit Loans) shall instead be
		applied to repay the Revolving Credit Loans (without any permanent reduction of
		the Aggregate Multi-Currency Commitment).

	  

	 (d) On the
		Multi-Currency Termination Date, the Aggregate Multi-Currency Commitment shall
		terminate and the Borrowers shall cause all Payment Obligations in respect of
		the Aggregate Actual Outstanding Multi-Currency Extensions of Credit to be
		Fully Satisfied.

	  

	 (e) Promptly
		following a Net Proceeds Event (and in any event within one Business Day
		following receipt by the relevant Person of the Net Proceeds from such Net
		Proceeds Event):

	  

	 (i) unless
		the Required Lenders otherwise agree, the New Term Loans shall be repaid and
		the Aggregate Multi-Currency Commitments shall be permanently reduced, in the
		manner set forth in Section
		7.4(a), by the
		amount equal to the aggregate amount of Net Proceeds received from Net Proceeds
		Events described in clause
		(a) of such
		definition;

	  

	 (ii) unless
		the Required Lenders otherwise agree, the New Term Loans and the Revolving
		Credit Loans shall be repaid (without any corresponding reduction of the
		Aggregate Multi-Currency Commitment), in the manner set forth in Section
		7.4(a), by the
		amount equal to the portion of the aggregate amount of Net Proceeds (other than
		the Net Proceeds from Resale Transactions) received by the Company and its
		Subsidiaries from all Net Proceeds Events described in clause (b) of such
		definition; provided,
		however, that
		(x) no such prepayment of the New Term Loans or the Revolving Credit Loans
		shall be required pursuant to this Section
		7.3(e)(ii) with
		respect to any sale, lease, transfer or other disposition of Term Loan
		Collateral during any twelve-month period ending on an anniversary of the date
		hereof to the extent that the aggregate amount of such Net Proceeds, together
		with all other Net Proceeds described in this Section
		7.3(e)(ii)
		received during such period from any sale, lease, transfer or other disposition
		of Term Loan Collateral, is less than $10,000,000 or the Equivalent in any
		other currency thereof; provided,
		further, that
		in the event that the aggregate Net Proceeds described in this clause (x)
		received during such twelve-month period (the “Annual
		Net Proceeds”)
		is less than $10,000,000, the difference between $10,000,000 and the Annual Net
		Proceeds may be added to the $10,000,000 permitted to be excluded from the
		prepayment of the New Term Loans or the Revolving Credit Loans pursuant to this
		clause (x) applicable to any subsequent twelve-month period (up to a maximum
		excluded amount not to exceed $25,000,000 in any such twelve-month period) and
		(y) for purposes of this Section
		7.3(e)(ii) only,
		the term “Net Proceeds” shall not include the Net Proceeds from any
		Specified Disposition to the extent that the aggregate amount of Net Proceeds
		from all 

	 
		
		   

		  
			  
		  

		  
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	 Specified
		Dispositions since the Amendment No. 4 Effective Date does not exceed
		$25,000,000; and

	  

	 (iii) unless
		the Required Multi-Currency Lenders otherwise agree, the Revolving Credit Loans
		shall be repaid (without any corresponding reduction of the Aggregate
		Multi-Currency Commitment) by the Net Proceeds received by the Company and its
		Subsidiaries from all Net Proceeds Events in respect of Specified Dispositions
		to the extent excluded from clause (ii) above;

	  

	 provided,
		however, that
		any Term Loans prepaid on or before the third anniversary of the Closing Date
		pursuant to this Section
		7.3(e) shall
		be accompanied by a premium in an amount equal to the Prepayment Fee applicable
		at such time.

	  

	 (f) If, any
		Borrower would incur costs pursuant to Section
		7.11 as a
		result of any payment due pursuant to this Section
		7.3 (other
		than clause
		(h) below),
		such Borrower may deposit the amount of such payment with the applicable
		Administrative Agent, for the benefit of the relevant Lenders, in a Cash
		Collateral Account under the control of the applicable Administrative Agent,
		until the end of the applicable Interest Period at which time such payment
		shall be made (provided that such deposit does not violate any provision of any
		Indenture then in effect). Each Borrower hereby grants to the applicable
		Administrative Agent, for the benefit of such Lenders, a security interest (or,
		if the applicable Borrower is a Local Borrowing Subsidiary organized under the
		laws of the Commonwealth of Australia or any political subdivision thereof, the
		applicable Administrative Agent shall have a right to apply and setoff such
		payment toward any amount payable by such Local Borrowing Subsidiary at the end
		of the applicable Interest Period) in all amounts in which such Borrower has
		any right, title or interest which are from time to time on deposit in such
		Cash Collateral Account and expressly waives all rights (which rights such
		Borrower hereby acknowledges and agrees are vested exclusively in the
		applicable Administrative Agent) to exercise dominion or control over any such
		amounts.

	  

	 (g) Upon the
		borrowing of Term Loans pursuant to Section
		2.1, the
		Term Loan Commitment of each Term Loan Lender shall be automatically and
		permanently reduced in the amount of the Term Loan made by each Term Loan
		Lender pursuant to such borrowing. The Aggregate Term Loan Commitment, if any,
		shall terminate on the Closing Date after the funding of the Term
		Loans.

	  

	 (h) The
		Borrowers hereby irrevocably waive the right to direct, during a Liquidity
		Event Period or, prior to the delivery of a Notice of Actionable Default, at
		any time an Event of Default has occurred and is continuing, the application of
		all funds in the Cash Concentration Account or any other Approved Deposit
		Account (or any Cash Collateral Account under the direction of any Loan Party,
		if any) and agrees that the Multi-Currency Administrative Agent may (in its
		sole discretion exercised reasonably) and, upon the written direction of the
		Required Multi-Currency Lenders given at any time during such Liquidity Event
		Period, shall (i) deliver a Blockage Notice (or similar term, as defined
		in each Deposit Account Control Agreement) to each Deposit Account Bank for
		each Approved Deposit Account and (ii) apply all available funds in (A) the
		Cash Concentration Account or any other Approved Deposit Account on a daily
		basis (but only so long as such Liquidity Event Period or Event of Default, as
		the case may be, is continuing) as follows: first, to
		repay the outstanding principal amount of the Swing Line Loans until such Swing
		Line Loans have been repaid in full; and second, to
		repay the outstanding principal balance of the Revolving Credit Loans until
		such Revolving Credit Loans shall have been repaid in full and (B) such Cash
		Collateral Account for the purposes contemplated under the Loan Documents in
		its sole discretion exercised reasonably. The Multi-

	 
		
		   

		  
			  
		  

		  
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	 Currency
		Administrative Agent agrees to use its commercially reasonable efforts to apply
		such funds in accordance with this Section
		7.3(h), and
		the Borrowers consent to such application. Without diminishing the control of
		the Collateral Agent (under the direction of the applicable Agent) over amounts
		from time to time on deposit in any Cash Collateral Account, the applicable
		Agent shall from time to time (upon the request of the Company so long as no
		Default or Event of Default shall have occurred and be continuing) direct the
		Collateral Agent to promptly return to the Company any amounts on deposit in
		such Cash Collateral Account which are in excess of the amount required to be
		deposited therein under the Loan Documents. If no Liquidity Event or Event of
		Default shall be continuing, the Multi-Currency Administrative Agent shall not
		deliver any Blockage Notice and shall, upon receipt of three Business
		Days’ prior written notice and a certificate of a Responsible Officer of
		the Company that no Liquidity Event or Event of Default is continuing, withdraw
		all Blockage Notices in effect at such time.

	  

	 Section
		7.4   Application
		of Payments and Commitment Reductions.
		  (a) Any
		prepayment of the New Term Loans or reduction of the Aggregate Multi-Currency
		Commitment required pursuant to Section
		7.3(e)(i) shall
		be applied, first, to the
		repayment of the New Term Loans then outstanding to the extent required by the
		New Term Loan Agreement and, second, to the
		permanent reduction of the Aggregate Multi-Currency Commitment then in effect.
		Any prepayment of the New Term Loans and Revolving Credit Loans required
		pursuant to Section
		7.3(e)(ii) shall
		be applied, if in respect of the sale, lease, transfer or other disposition of
		Term Loan Collateral, to the repayment of the New Term Loans to the extent
		required by the New Term Loan Agreement, and if in respect of the sale, lease,
		transfer or other disposition of Multi-Currency Collateral or any other assets
		to the repayment of the Revolving Credit Loans (without any permanent reduction
		of the Aggregate Multi-Currency Commitment).

	  

	 (b) To the
		extent that any reduction of the Aggregate Multi-Currency Commitment
		necessitates the prepayment of amounts outstanding thereunder pursuant to
		Section
		7.3, such
		prepayment shall be applied to repay the Multi-Currency Loans, the Acceptances
		and/or the L/C Reimbursement Obligations (and, to the extent necessary, cause
		the then outstanding Undrawn L/C Obligations to be Fully Secured), as the
		Company and the Local Borrowing Subsidiaries so determine, subject to
		Section
		7.4(c).


	  

	 (c) To the
		extent that any reduction of the Aggregate Multi-Currency Commitment
		necessitates the prepayment of Local Loans and Acceptances outstanding
		thereunder pursuant to Section
		7.3, such
		prepayment shall be applied, first, to the
		Local Loans of such Local Borrowers as the Company (on its own behalf and as
		agent of the Local Borrowing Subsidiaries) may elect and, second, to the
		Acceptances; provided,
		however, that,
		during such time as an Event of Default has occurred and is continuing, such
		prepayment shall be applied to the Local Loans and (to the extent relevant)
		Acceptances of such Local Borrowers as the Multi-Currency Administrative Agent
		may elect.

	  

	 (d) Any
		prepayment of the Term Loans required pursuant to Section
		7.3 shall
		be applied, first, in the
		direct order of maturity to the then outstanding installments thereof maturing
		in the next twelve months and, second,
		ratably to the remaining installments thereof.

	  

	 Section
		7.5   Interest
		Rate and Payment Dates; Risk Participation Fees; Local Administrative
		Fee.
		  (a) The Eurodollar Loans shall bear interest on the unpaid
		principal amount thereof for each day during each Interest Period with respect
		thereto at a rate per annum equal to the Eurodollar Rate for such day
		plus the
		Applicable Margin.

	 
		
		   

		  
			  
		  

		  
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	 (b) The
		Alternate Base Rate Loans shall bear interest on the unpaid principal amount
		thereof at a rate per annum equal to the Alternate Base Rate plus the
		Applicable Margin.

	  

	 (c) Each
		Eurocurrency Loan shall bear interest on the unpaid principal amount thereof
		for each day during each Interest Period with respect thereto at a rate per
		annum equal to the Eurocurrency Rate applicable to the relevant Denomination
		Currency for such day plus the Applicable Margin.

	  

	 (d) Each
		Local Rate Loan shall bear interest on the unpaid principal amount thereof at a
		rate per annum equal to the Local Rate applicable to the relevant Denomination
		Currency plus the Applicable Margin.

	  

	 (e) Notwithstanding
		the rates of interest specified in clauses
		(a) through
		(d) of this
		Section
		7.5 or
		elsewhere in this Agreement, effective immediately upon the occurrence of an
		Event of Default under Section 12.1(a) or
		(j) and for
		as long thereafter as such Event of Default shall be continuing, all of the
		aggregate unpaid principal amount of the Loans, Acceptances and unpaid L/C
		Reimbursement Obligations, and (to the extent permitted by applicable law) any
		overdue interest, fees and other amounts due under the Loan Documents, shall
		(i) bear interest at a rate per annum (the “Default
		Rate”)
		which is equal to 2% above (x) the rate which would otherwise be applicable
		thereto pursuant to this Section
		7.5 or, (y)
		if no such rate would otherwise be applicable, if due to a Multi-Currency
		Lender, the rate applicable to Multi-Currency Loans that are Alternate Base
		Rate Loans and, if due to a Term Loan Lender, the rate applicable to Term Loans
		that are Alternate Base Rate Loans and (ii) if such amount is on account of a
		Eurodollar Loan or a Eurocurrency Loan, be converted to an Alternate Base Rate
		Loan or a Local Rate Loan, as the case may be, at the end of the Interest
		Period applicable thereto.

	  

	 (f) Interest
		on each Syndicated Loan accrued to but not including each Interest Payment Date
		applicable thereto shall be payable in arrears on each such Interest Payment
		Date; provided,
		however, that
		interest accruing on the principal of or (to the extent permitted by applicable
		law) interest or any other amount payable in connection with any such
		Syndicated Loan not paid when due (whether at stated maturity, by acceleration
		or otherwise), shall be payable from time to time upon demand of the applicable
		Administrative Agent acting on the affected Lenders’ behalf.

	  

	 (g) Interest
		on each Local Loan accrued to but not including each Interest Payment Date
		applicable thereto shall be payable in arrears to the relevant Local Fronting
		Lender on each such Interest Payment Date; provided,
		however, that
		interest accruing on the principal of, or (to the extent permitted by
		applicable law) interest or any other amount payable in connection with, any
		Local Loan not paid when due (whether at stated maturity, by acceleration or
		otherwise), shall be payable from time to time upon demand of the
		Multi-Currency Administrative Agent acting on the affected Local Fronting
		Lender’s behalf. Interest on each Local Loan shall be payable to the
		relevant Local Fronting Lender in the Denomination Currency applicable to it
		(or, with respect to Local Loans which are denominated in Dollars, in Dollars).
		On each Interest Payment Date (including, without limitation, each Interest
		Payment Date with respect to Acceptances), the Local Fronting Lender shall
		deliver to the Multi-Currency Administrative Agent, the Company and the
		relevant Local Borrowing Subsidiary an Interest Allocation Statement,
		substantially in the form of Exhibit
		P-2, and
		the Company and the relevant Local Borrowing Subsidiary shall (in the absence
		of manifest error) pay the amount specified therein on such Interest Payment
		Date.

	 
		
		   

		  
			  
		  

		  
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	 (h) As
		promptly as is practicable following each date upon which a Local Fronting
		Lender receives a payment of interest under this Agreement on account of Local
		Loans and/or Acceptances, such Local Fronting Lender shall convert into Dollars
		(at the exchange rate then applicable to it) the amount equal to (i) the
		portion of such payment which constitutes the Applicable Margin thereon (or,
		with respect to each Multi-Currency Lender which funded the purchase of a
		participating interest in such Local Loan or Acceptance pursuant to
		Section
		6.4(a), as the
		case may be, such Multi-Currency Lender’s Multi-Currency Commitment
		Percentage of the full amount of such interest payment) minus (ii)
		1/4 of 1% per annum on the aggregate undiscounted face amount of the extensions
		of credit on account of which such interest payment was made (which unconverted
		amount shall be retained by such Local Fronting Lender for its own account). In
		consideration of the agreement of the Multi-Currency Lenders to purchase
		participating interests in the Local Loans and Acceptances, each Local Fronting
		Lender hereby agrees to pay to the Multi-Currency Administrative Agent, for the
		ratable account of each Multi-Currency Lender, a risk participation fee in the
		amount equal to the proceeds received by such Local Fronting Lender from such
		conversion (other than any such proceeds payable for the account of a
		Non-Funding Lender, which proceeds shall be retained by such Local Fronting
		Lender for its own account) or, if no such conversion is required, the amount
		which would have been converted if such interest had been paid in a
		Denomination Currency; provided,
		however, that,
		in the event that the Multi-Currency Lenders have funded the purchase of
		participating interests in the extensions of credit on account of which such
		interest payment was made pursuant to Section
		6.4(a), such
		Local Fronting Lender shall instead pay to the Multi-Currency Administrative
		Agent, for the account of each Multi-Currency Lender which has so funded such
		purchase, the amount equal to such Multi-Currency Lender’s Multi-Currency
		Commitment Percentage of the proceeds received by such Local Fronting Lender
		from such conversion. Such amount shall be payable to the Multi-Currency
		Administrative Agent in Dollars on the date upon which such Local Fronting
		Lender receives the proceeds of such conversion. For purposes of this
		Section
		7.5(h),
		interest shall be deemed to have been received by the Local Fronting Lender on
		account of an Acceptance on the last day of the calendar month in which such
		Acceptance matures.

	  

	 (i) On each
		date upon which any Local Borrower pays interest to a Local Fronting Lender
		hereunder on account of any Local Loan and on each date upon which any
		Acceptance is created by a Local Lender for the account of a Local Borrower
		hereunder, such Local Borrower shall pay to such Local Fronting Lender (for its
		own account) a local administrative fee in the amount equal to 1/4 of 1% per
		annum on the aggregate principal amount of the Local Loans with respect to
		which such interest is being paid or on the aggregate undiscounted face amount
		of such Acceptance, as the case may be.

	  

	 Section
		7.6   Letter
		of Credit Fees, Commissions and Other Charges.  
		(a) The Company shall pay to the Multi-Currency Administrative Agent, for the
		account of the relevant Issuing Lender and the applicable L/C Participants with
		respect to each Letter of Credit, a letter of credit commission with respect to
		such Letter of Credit in an amount per annum equal to (i) the Applicable Margin
		applicable to Revolving Credit Loans that are Eurodollar Loans on the date of
		payment of such letter of credit commission (of which 1/4 of 1% per annum shall
		be for the account of the relevant Issuing Lender and the remainder of such fee
		shall be for the accounts of the relevant L/C Participants and such Issuing
		Lender to be shared ratably among them in accordance with their respective
		Multi-Currency Commitment Percentages) multiplied by (ii) the undrawn face
		amount of such Letter of Credit; provided,
		however, that
		in no event shall such letter of credit commission in respect of any Commercial
		Letter of Credit be less than the amount which would be paid in respect of such
		Commercial Letter of Credit if it had a tenor of 120 days.

	 
		
		   

		  
			  
		  

		  
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	 (b) Letter
		of credit commissions which are payable pursuant to clause
		(a) above
		shall be non-refundable and shall be payable to the Multi-Currency
		Administrative Agent in arrears on account of the period from the issuance date
		with respect to such Letter of Credit through the day immediately preceding the
		next L/C Fee Payment Date (or, if earlier, the expiry date for such Letter of
		Credit) and on each succeeding L/C Fee Payment Date on account of the period
		from such L/C Fee Payment Date through the day immediately preceding the next
		L/C Fee Payment Date (or, if earlier, the expiry date for such Letter of
		Credit).

	  

	 (c) In
		addition to the foregoing fees and commissions, the Company shall pay or
		reimburse the relevant Issuing Lender directly (and not through the
		Multi-Currency Administrative Agent) in respect of each Letter of Credit for
		such normal and customary costs and expenses as are incurred or charged by such
		Issuing Lender in issuing, effecting payment under, amending or otherwise
		administering any Letter of Credit issued by it.

	  

	 (d) The
		Multi-Currency Administrative Agent shall pay to each applicable L/C
		Participant and the relevant Issuing Lender all fees and commissions
		(including, without limitation, any fees and commissions paid to the
		Multi-Currency Administrative Agent for the account of each such L/C
		Participant and such Issuing Lender on the issuance date of any Letter of
		Credit) received from time to time by the Multi-Currency Administrative Agent
		for their respective accounts pursuant to this Section
		7.6 within
		one Business Day following each L/C Fee Payment Date.

	  

	 Section
		7.7   Conversion
		Options, Minimum Tranches and Maximum Interest
		Periods.  
		(a) The Borrowers may elect from time to time to convert outstanding Syndicated
		Loans from Eurodollar Loans to Alternate Base Rate Loans by giving the
		applicable Administrative Agent at least one Business Day’s prior
		irrevocable notice of such election. The Borrowers may elect from time to time
		and at any time to convert outstanding Syndicated Loans from Alternate Base
		Rate Loans to Eurodollar Loans by giving the applicable Administrative Agent at
		least three Working Days’ irrevocable notice of such election;
		provided,
		however, that
		no Syndicated Loan may be converted into a Eurodollar Loan when any Event of
		Default has occurred and is continuing and the applicable Administrative Agent
		or the Required Term Loan Lenders or Required Multi-Currency Lenders, as
		applicable, so elect by notice to the Company. Upon receipt of such notice, the
		applicable Administrative Agent shall promptly notify each affected Syndicated
		Lender thereof. On the date on which such conversion is being made, each such
		affected Syndicated Lender shall take such action as is necessary to effect
		such conversion. All or any part of the outstanding Syndicated Loans may be
		converted as provided herein. Each such notice by the Borrowers shall be in
		substantially the form of Exhibit
		I (a
		“Notice
		of Conversion or Continuation”),


	  

	 (b) Any
		Syndicated Loans which are Eurodollar Loans may be continued as such upon the
		expiration of an Interest Period with respect thereto by giving the applicable
		Administrative Agent at least three Working Days’ irrevocable notice for
		continuation thereof; provided,
		however, that
		no such Eurodollar Loan may be continued as such when any Event of Default has
		occurred and is continuing and the applicable Administrative Agent or the
		Required Term Loan Lenders or Required Multi-Currency Lenders, as applicable,
		so elect by notice to the Company, and, instead, such Eurodollar Loans shall be
		automatically converted to an Alternate Base Rate Loan on the last day of the
		Interest Period for such Eurodollar Loans. The applicable Administrative Agent
		shall notify each affected Syndicated Lender promptly that such automatic
		conversion shall occur. Each such notice by the Borrowers shall be in
		substantially the form of the Notice of Conversion or
		Continuation.

	 
		
		   

		  
			  
		  

		  
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	 (c) Each
		Borrower may elect from time to time to convert outstanding Local Loans from
		Eurodollar Loans to Alternate Base Rate Loans (in the case of Local Loans which
		are in Dollars) by giving (or causing the Company to give) the relevant Local
		Fronting Lender (with a copy to the Multi-Currency Administrative Agent) at
		least two Business Days’ prior irrevocable notice of such election. Each
		Local Borrower may elect from time to time to convert outstanding Local Loans
		from Eurocurrency Loans to Local Rate Loans (in the case of Local Loans which
		are in a Denomination Currency) by giving (or causing the Company to give) the
		relevant Local Fronting Lender at least two Business Days’ prior
		irrevocable notice of such election. Each Borrower may elect from time to time
		and at any time to convert outstanding Local Loans from Alternate Base Rate
		Loans to Eurodollar Loans (in the case of Local Loans which are in Dollars) by
		giving (or causing the Company to give) the relevant Local Fronting Lender
		(with a copy to the Multi-Currency Administrative Agent) at least three Working
		Days’ irrevocable notice of such election; provided,
		however, that
		no Alternate Base Rate Loans may be converted to Eurodollar Loans when any
		Event of Default has occurred and is continuing and the Multi-Currency
		Administrative Agent or the Required Multi-Currency Lenders so elect by notice
		to the Company. Each Local Borrower may elect from time to time and at any time
		to convert outstanding Local Rate Loans to Eurocurrency Loans (in the case of
		Local Loans which are in a Denomination Currency) by giving (or causing the
		Company to give) the relevant Local Fronting Lender (with a copy to the
		Multi-Currency Administrative Agent) at least three Working Days’
		irrevocable notice of such election; provided,
		further, that
		no Local Rate Loans may be converted to Eurocurrency Loans when any Event of
		Default has occurred and is continuing and the Multi-Currency Administrative
		Agent or the Required Multi-Currency Lenders so elect by notice to the Company.
		On the date on which such conversion is being made, the relevant Local Fronting
		Lender shall take such action as is necessary to effect such conversion. All or
		any part of the outstanding Local Loans may be converted as provided
		herein.

	  

	 (d) Any
		Local Loans which are Eurodollar Loans or Eurocurrency Loans or (to the extent
		applicable) Local Rate Loans may be continued as such upon the expiration of an
		Interest Period with respect thereto by giving the relevant Local Fronting
		Lender (with a copy to the Multi-Currency Administrative Agent) at least three
		Working Days’ irrevocable notice for continuation thereof; provided,
		however, that
		no such Eurodollar Loan or Eurocurrency Loan may be continued as such when any
		Event of Default has occurred and is continuing and the Multi-Currency
		Administrative Agent or the Required Multi-Currency Lenders so elect by notice
		to the Company and, instead, such Eurodollar Loans shall be automatically
		converted to Alternate Base Rate Loans and such Eurocurrency Loans shall be
		automatically converted to Local Rate Loans on the last day of the Interest
		Period for such Eurodollar Loans or Eurocurrency Loans. The Multi-Currency
		Administrative Agent shall notify the relevant Local Fronting Lenders promptly
		that such automatic conversion shall occur.

	  

	 (e) In the
		event that a timely notice of conversion or continuation with regard to
		Syndicated Loans which are Eurodollar Loans is not given in accordance with
		this
		Section 7.7, then,
		unless the applicable Administrative Agent shall have received timely notice
		from the Company in accordance with Section
		7.2 that
		such Eurodollar Loans are to be prepaid on the last day of such Interest
		Period, the Company shall be deemed irrevocably to have requested that such
		Eurodollar Loans be converted into Alternate Base Rate Loans on the last day of
		such Interest Period.

	  

	 (f) In the
		event that a timely notice of conversion or continuation with regard to Local
		Loans which are Eurodollar Loans or Eurocurrency Loans is not given in
		accordance with this Section
		7.7, then,
		unless the relevant Local Fronting Lender shall have received timely notice
		from the relevant Borrower in accordance with Section
		7.2 that
		such 

	 
		
		   

		  
			  
		  

		  
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	 Eurodollar
		Loans or Eurocurrency Loans, as the case may be, are to be prepaid on the last
		day of such Interest Period, such Borrower shall be deemed irrevocably to have
		requested that such Eurodollar Loans be converted into Alternate Base Rate
		Loans or such Eurocurrency Loans be converted into Local Rate Loans, as the
		case may be, on the last day of such Interest Period. In the event that a
		timely notice of continuation with regard to Local Rate Loans which are subject
		to an Interest Period is not given in accordance with this Section
		7.7, then,
		unless the relevant Local Fronting Lender shall have received timely notice
		from the relevant Borrower in accordance with Section
		7.2 that
		such Local Rate Loans are to be converted into Eurocurrency Loans or prepaid on
		the last day of such Interest Period, such Borrower shall be deemed irrevocably
		to have requested that such Local Rate Loans be continued as such on the last
		day of such Interest Period for a new Interest Period which is the shortest
		such Interest Period available to such Borrower from the relevant Local
		Fronting Lender.

	  

	 (g) Any
		borrowing or continuation of Eurodollar Loans or Eurocurrency Loans, or
		conversion to or from Eurodollar Loans or Eurocurrency Loans, or payments or
		prepayments of Eurodollar Loans or Eurocurrency Loans, shall be in such amounts
		and be made pursuant to such elections so that, after giving effect thereto,
		(i) the aggregate principal amount of each Tranche of Syndicated Loans which
		are Eurodollar Loans or Eurocurrency Loans shall be $5,000,000 or a whole
		multiple (to the extent possible) of $1,000,000 in excess thereof, (ii) the
		aggregate principal amount of each Tranche of Local Loans which are Eurodollar
		Loans, Alternate Base Rate Loans, Eurocurrency Loans and Local Rate Loans in
		each Denomination Currency shall be in such amount as may be mutually agreed
		upon by the relevant Local Fronting Lender and the relevant Borrower, (iii) the
		aggregate principal amount of all Syndicated Loans which are Alternate Base
		Rate Loans (other than Swing Line Loans) shall be $2,500,000 or a whole
		multiple (to the extent possible) of $500,000 in excess thereof and (iv) there
		shall not be more than (A) 15 Tranches of Syndicated Loans which are Eurodollar
		Loans at any one time outstanding and (B) two Tranches (or such other number of
		Tranches as may be mutually agreed upon by the relevant Local Fronting Lender
		and the relevant Borrowers) of Local Loans which are Eurodollar Loans,
		Eurocurrency Loans and (to the extent that an Interest Period is applicable
		thereto) Local Rate Loans in each Denomination Currency at any one time
		outstanding.

	  

	 Section
		7.8   Inability
		to Determine Interest Rate.
		  (a) In the event that the Designated Multi-Currency Administrative
		Agent or the relevant Local Fronting Lender shall have determined (which
		determination, in the absence of manifest error, shall be conclusive and
		binding upon each Borrower) that by reason of circumstances affecting the
		relevant interbank eurocurrency market, adequate and reasonable means do not
		exist for ascertaining the Eurodollar Rate or any relevant Eurocurrency Rate
		for any Interest Period with respect to (i) any proposed Loan that the relevant
		Borrower has requested be made as Eurodollar Loans or Eurocurrency Loans, (ii)
		a Eurodollar Loan that will result from the requested conversion of all or part
		of the Alternate Base Rate Loans into Eurodollar Loans, (iii) a Eurocurrency
		Loan that will result from the requested conversion of all or part of the Local
		Rate Loans in any Denomination Currency into Eurocurrency Loans, (iv) the
		continuation of a Eurodollar Loan or a Eurocurrency Loan as such for an
		additional Interest Period (any such Loan described in clauses
		(i), (ii), (iii), or
		(iv) of this
		Section
		7.8(a) being
		herein called an “Affected
		Loan”),
		the Designated Multi-Currency Administrative Agent or the relevant Local
		Fronting Lender (as the case may be) shall forthwith give telecopy or
		telephonic notice of such determination, confirmed in writing, to the relevant
		Borrower (with a copy to the Company, the Designated Multi-Currency
		Administrative Agent and any affected Lenders) at least two Business Days prior
		to, as the case may be, the borrowing date for such Eurodollar Loan or
		Eurocurrency Loan, the conversion date for such Alternate Base Rate Loan or
		Local Rate Loan or the last day of the Interest Period applicable to such
		Eurodollar Loan or Eurocurrency Loan. Unless the relevant Borrower shall have
		notified the Designated 

	 
		
		   

		  
			  
		  

		  
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	 Multi-Currency
		Administrative Agent (in the case of any Syndicated Loan), the relevant Local
		Fronting Lender (in the case of any Local Loan) or the Designated
		Multi-Currency Administrative Agent promptly upon receipt of such telecopy or
		telephonic notice that it wishes to rescind or modify its request regarding
		such Affected Loans, then, as the case may be, (x) any requested Eurodollar
		Loan shall be made as an Alternate Base Rate Loan, continued as an Alternate
		Base Rate Loan or converted into an Alternate Base Rate Loan or (y) any
		requested Local Loan which is a Eurocurrency Loan shall be made as a Local Rate
		Loan, continued as a Local Rate Loan or converted into a Local Rate Loan. Until
		any such notice has been withdrawn by the Designated Multi-Currency
		Administrative Agent or the relevant Local Fronting Lender, as the case may be,
		no further Affected Loans shall be made.

	  

	 (b) In the
		event that the Lenders holding the majority of the relevant Commitment
		determine that the Eurocurrency Rate determined or to be determined for such
		Interest Period will not accurately reflect the cost to them of making or
		maintaining any Syndicated Loans that a Borrower has requested that they make
		or maintain as, or convert to, Eurodollar Loans or Eurocurrency Loans, as the
		case may be, the applicable Administrative Agent shall forthwith give telecopy
		or telephonic notice of such determination to such Borrower (with a copy to the
		Company, to the extent that the Company is not such Borrower) on or before the
		requested borrowing, conversion or continuation date for such Syndicated Loans
		or the next succeeding Interest Period with respect thereto. Unless the
		relevant Borrower shall have notified the applicable Administrative Agent
		promptly after receipt of such telecopy or telephonic notice that it wishes to
		rescind or modify its borrowing request, then any such Eurodollar Loans shall
		be made as or converted to Alternate Base Rate Loans.

	  

	 Section
		7.9   Illegality.  
		(a) Notwithstanding any other provision herein, if any change in law, rule,
		regulation, treaty or directive or in the interpretation or application
		thereof, shall make it unlawful for any Lender (other than a Local Fronting
		Lender) to make or maintain Eurodollar Loans or Eurocurrency Loans as
		contemplated by this Agreement or to accept deposits in order to make or
		maintain such Eurodollar Loans or Eurocurrency Loans, as the case may be, (i)
		such Lender shall promptly notify the applicable Administrative Agent and the
		Company thereof, (ii) the agreements of such Lender hereunder to make, continue
		or convert to Eurodollar Loans or Eurocurrency Loans, as the case may be, shall
		be suspended forthwith and (iii) such Lender’s Syndicated Loans then
		outstanding as Eurodollar Loans or Eurocurrency Loans, if any, shall in the
		case of Eurodollar Loans or Eurocurrency Loans, automatically become Alternate
		Base Rate Loans for the duration of the respective Interest Periods applicable
		thereto (or, if permitted by applicable law, at the end of such Interest
		Periods).

	  

	 (b) Notwithstanding
		any other provision herein, if any change in law, rule, regulation, treaty or
		directive or in the interpretation or application thereof, shall make it
		unlawful for any Local Fronting Lender to make or maintain Local Loans as
		Eurodollar Loans in Dollars or Eurocurrency Loans in the Denomination Currency
		applicable to it as contemplated by this Agreement or to accept deposits in
		order to make or maintain such Eurocurrency Loans, (i) such Local Fronting
		Lender shall promptly notify the Multi-Currency Administrative Agent, the
		Company and the relevant Local Borrowing Subsidiary thereof, (ii) the
		agreements of such Local Fronting Lender hereunder to make or convert to
		Eurodollar Loans or Eurocurrency Loans, as the case may be, shall be suspended
		forthwith, (iii) such Local Fronting Lender’s Local Loans then outstanding
		as (A) Eurocurrency Loans, if any, shall automatically become Local Rate Loans
		for the duration of the respective Interest Periods applicable thereto (or, if
		permitted by applicable law, at the end of such Interest Periods) or (B)
		Eurodollar Loans, if any, shall automatically become Alternate Base Rate Loans
		for the duration of the respective Interest Periods applicable thereto (or, if
		permitted by applicable law, at the end of such Interest Periods).


	 
		
		   

		  
			  
		  

		  
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	 (c) Notwithstanding
		any other provision herein, if any change in law, rule, regulation, treaty or
		directive or in the interpretation or application thereof, shall make it
		unlawful for any Multi-Currency Lender to purchase a participating interest in
		any Local Loan or Acceptance, such Multi-Currency Lender shall use reasonable
		efforts (including reasonable efforts to change the office in which it is
		booking such participating interest) to avoid such prohibition; provided,
		however, that
		such efforts shall not cause the imposition on such Multi-Currency Lender of
		any additional costs or legal or regulatory burdens deemed by such
		Multi-Currency Lender to be material or otherwise be deemed by such
		Multi-Currency Lender to be disadvantageous to it or contrary to its policies.
		In the event that such efforts are not sufficient to avoid such prohibition,
		(i) such Multi-Currency Lender shall be deemed to be a Non-Funding Lender with
		respect to such participating interest and the Local Loan or Acceptance, as the
		case may be, to which it relates (except that such Multi-Currency Lender shall
		not forfeit its voting rights under this Agreement solely as a result of
		becoming a Non-Funding Lender pursuant to the provisions of this clause
		(c)), (ii)
		such Multi-Currency Lender shall promptly notify the Multi-Currency
		Administrative Agent, the relevant Local Fronting Lender, the Company and the
		relevant Local Borrowing Subsidiary thereof and (iii) the agreements of such
		Local Fronting Lender to make further Local Loans (or, to the extent
		applicable, to make further Local Loans upon such interest rate basis) and
		Acceptances hereunder shall be suspended forthwith.

	  

	 (d) The
		Company agrees promptly to pay to any Syndicated Lender, and each Borrower
		agrees promptly to pay to any Local Fronting Lender, any additional amounts
		necessary to compensate such Lender for any costs incurred by it as a
		consequence of such Borrower making any repayment in accordance with this
		Section
		7.9,
		including, without limitation, any interest or fees payable by such Lender to
		lenders of funds obtained by it in order to make or maintain its Eurodollar
		Loans or Eurocurrency Loans, as the case may be. A certificate as to any such
		costs payable pursuant to this Section
		7.9 submitted
		by an officer of any Lender, through the applicable Administrative Agent, to
		the Company (on its own behalf or as agent of the Borrowers) shall be
		conclusive, in the absence of manifest error.

	  

	 Section
		7.10   Requirements
		of Law; Changes of Law.
		  (a) In the event that the adoption of or any change in law, rule,
		regulation, treaty or directive or in the interpretation or application
		thereof, or compliance by any Lender with any request or directive (whether or
		not having the force of law) issued after the date hereof from any central bank
		or other Governmental Authority:

	  

	 (i) imposes
		upon such Lender any tax of any kind whatsoever with respect to this Agreement,
		its Notes, any Letter of Credit, any Application or any Loan, or changes the
		basis of taxation of payments to such Lender of principal, commitment fee,
		interest or any other amount payable hereunder (except for (w) income and
		franchise taxes imposed on such Lender by the jurisdiction under the laws of
		which such Lender is organized or any political subdivision or taxing authority
		thereof or therein, or by the jurisdiction of the principal office of such
		Lender or any political subdivision or taxing authority thereof or therein or
		the office of such Lender from which it is making its Loans or any political
		subdivision or taxing authority thereof or therein, (x) any branch profits
		taxes imposed by the United States of America or any similar tax imposed by any
		other jurisdiction described in clause
		(w) above,
		(y) taxes resulting from the substitution of any such system by another system
		of taxation, provided,
		however, that
		the taxes payable by such Lender subject to such other system of taxation are
		not generally charged to borrowers from such Lender having loans or advances
		bearing interest at a rate similar to the Eurodollar Rate, the Eurocurrency
		Rate or the Local Rate and (z) Non-Excluded 

	 
		
		   

		  
			  
		  

		  
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	 Taxes,
		Other Taxes, and taxes imposed by way of deduction or withholding, which shall
		be exclusively governed by Section
		7.12);


	  

	 (ii) imposes,
		modifies or holds applicable any reserve, special deposit, compulsory loan or
		similar requirement against any Loan made, or assets held by, or credit
		extended by, or deposits or other liabilities in or for the account of, or
		acquisition of funds by or for the account of, any office of such Lender, which
		is not otherwise included in the determination of the Eurodollar Rate, the
		Eurocurrency Rate or the Local Rate, as the case may be, hereunder;
		or

	  

	 (iii) imposes
		on such Lender any other condition;

	  

	 and the
		result of any of the foregoing is to increase the cost to such Lender of
		making, renewing, maintaining or participating in advances or extensions of
		credit (including, without limitation, Acceptances) or issuing or participating
		in Letters of Credit or to reduce any amount receivable by it in respect of its
		Eurodollar Loans, Eurocurrency Loans or Local Rate Loans, then, in any such
		case, the relevant Borrower shall promptly pay such Lender any additional
		amounts necessary to compensate such Lender for such additional cost or reduced
		amount receivable as reasonably determined by it with respect to this Agreement
		(including, without limitation, its participating interests in Letters of
		Credit, Acceptances and Local Loans), its Notes or its Loans after taking into
		account any amounts paid or payable pursuant to Section
		7.12(a). If a
		Lender becomes entitled to claim any additional amounts pursuant to this
		Section
		7.10(a), it
		shall promptly notify the relevant Borrower, through the applicable
		Administrative Agent, of the event by reason of which it has become so
		entitled. A certificate as to any additional amounts payable pursuant to the
		foregoing sentence submitted by an officer of a Lender, through the applicable
		Administrative Agent, to the relevant Borrower shall be conclusive, in the
		absence of manifest error.

	  

	 (b) In the
		event that any Lender shall have determined that the adoption of any law, rule,
		regulation or guideline adopted pursuant to or arising out of the International
		Convergence of Capital Measurement and Capital Standards or of any Requirement
		of Law otherwise regarding capital adequacy, or any change therein or in the
		interpretation or application thereof or compliance by any Lender with any
		request or directive regarding capital adequacy (whether or not having the
		force of law) from any central bank or Governmental Authority, does or shall
		have the effect of reducing the rate of return on such Lender’s capital as
		a consequence of its obligations hereunder or under any Acceptance or Letter of
		Credit to a level below that which such Lender could have achieved but for such
		adoption, change or compliance (taking into consideration such Lender’s
		policies with respect to capital adequacy) by an amount which is reasonably
		deemed by such Lender to be material, then from time to time, promptly after
		submission by such Lender, through the applicable Administrative Agent, to the
		relevant Borrower of a written request therefor, such Borrower shall promptly
		pay to such Lender such additional amount or amounts as will compensate such
		Lender for such reduction.

	  

	 (c) The
		agreements in this Section
		7.10 shall
		survive the termination of this Agreement and payment of the Loans, the Notes,
		the Drafts, the L/C Reimbursement Obligations and all other amounts payable
		hereunder.

	  

	 Section
		7.11   Indemnity.  
		Each Borrower agrees to promptly pay and indemnify each Lender for, and to hold
		such Lender harmless from, any loss or expense which such Lender may sustain or
		incur in its reemployment of funds obtained in connection with the making or
		maintaining of, or converting to, Eurodollar Loans, Eurocurrency Loans or Local
		Rate

	 
		
		   

		  
			  
		  

		  
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	 Loans
		(including, without limitation, its participating interests therein) as a
		consequence of (a) any default by such Borrower in borrowing such Eurodollar
		Loans, Eurocurrency Loans or Local Rate Loans after such Borrower has given a
		notice in respect thereof or (b) any default by such Borrower in converting (i)
		Alternate Base Rate Loans to Eurodollar Loans or Eurocurrency Loans, (ii)
		Eurocurrency Loans to Local Rate Loans or (iii) Local Rate Loans to Eurodollar
		Loans or Eurocurrency Loans, after such Borrower has given a notice in respect
		thereof or (c) any failure by such Borrower to prepay Eurodollar Loans,
		Eurocurrency Loans or Local Rate Loans, as the case may be, after such Borrower
		has given notice in respect thereof or (d) any payment, prepayment (whether
		optional or mandatory) or conversion (whether optional or mandatory) of any
		Eurodollar Loan or Eurocurrency Loan (or, to the extent applicable, Local Rate
		Loan) by such Borrower on a day which is not the last day of an Interest Period
		with respect thereto. A certificate as to any additional amounts payable
		pursuant to this
		Section 7.11
		submitted by an officer of a Lender, through the applicable Administrative
		Agent, to the relevant Borrower shall be conclusive, absent manifest error. The
		agreements in this Section
		7.11 shall
		survive termination of this Agreement and payment of the Loans, the Notes, the
		Drafts, the L/C Reimbursement Obligations and all other amounts payable
		hereunder.

	  

	 Section
		7.12   Taxes.
		  (a) All payments made by each Borrower under this Agreement shall
		be made free and clear of, and without reduction for or on account of, any
		present or future income, stamp or other taxes, levies, imposts, duties,
		charges, fees, deductions or withholdings, now or hereafter imposed, levied,
		collected, withheld or assessed by any Governmental Authority, excluding, in
		the case of the Administrative Agents, the Collateral Agent and each Lender,
		(i) income and franchise taxes imposed on the Administrative Agents, the
		Collateral Agent or such Lender by the jurisdiction under the laws of which it
		is organized or any political subdivision or taxing authority thereof or
		therein, or by the jurisdiction of the principal office of the Administrative
		Agents, the Collateral Agent or such Lender or the office of such Lender from
		which it is making its Loans or any political subdivision or taxing authority
		thereof or therein, but not excluding any such tax imposed on or with respect
		to a Multi-Currency Lender that is required to be withheld by a Local Fronting
		Lender or Borrower with respect to any payments due to a Multi-Currency Lender
		from such Local Fronting Lender or Borrower pursuant to this Agreement and (ii)
		any branch profits taxes imposed by the United States of America or any similar
		tax imposed by any other jurisdiction described in clause
		(i) above
		(all such non-excluded Taxes being called “Non-Excluded
		Taxes”).
		If any Non-Excluded Taxes are required to be withheld from any amounts payable
		to the Administrative Agents, the Collateral Agent, or any Lender hereunder,
		under the Notes or in respect of any Loan, Draft or Letter of Credit, the
		amounts so payable to it shall (without any obligation on the part of any
		Borrower to pay such amounts ratably in accordance with the provisions
		of
		Section 7.5) be
		increased to the extent necessary to yield to the Administrative Agents, the
		Collateral Agent or such Lender (after payment of all Non-Excluded Taxes)
		interest or any such other amounts payable hereunder at the rates or in the
		amounts specified in this Agreement and the Notes. Whenever any Non-Excluded
		Taxes or Other Taxes are payable by a Borrower, as promptly as possible
		thereafter, such Borrower shall send to the Administrative Agents, for its own
		account or for the account of the Collateral Agent, or such Lender, as the case
		may be, a certified copy of an original official receipt showing payment
		thereof. If any Borrower fails to pay any Non-Excluded Taxes or Other Taxes
		when due to the appropriate taxing authority or fails to remit to the
		Administrative Agents the required receipts or other required documentary
		evidence, such Borrower shall indemnify the Administrative Agents, the
		Collateral Agent and the Lenders for any incremental taxes, interest or
		penalties that may become payable by the Administrative Agents, the Collateral
		Agent or any Lender as a result of any such failure. For purposes of this
		Section
		7.12 all
		payments made by a Local Fronting Lender pursuant to this Agreement shall be
		treated as if such payments were made by the relevant Borrower.

	 
		
		   

		  
			  
		  

		  
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	 (b) In
		addition, each Borrower shall pay, or cause to be paid, any Other Taxes to the
		relevant Governmental Authority in accordance with applicable law.


	  

	 (c) Except
		as the Company shall otherwise consent, each Lender hereby severally (but not
		jointly) represents that, under applicable law and treaties in effect on the
		date of this Agreement (or, in the case of a Transferee, the date such Person
		became a Transferee), no United States federal taxes will be required to be
		withheld by the Administrative Agents or the Company with respect to any
		payments to be made to such Lender in respect of this Agreement. Each Lender or
		Transferee which itself is not a U.S. person as defined in Section 7701(a)(30)
		of the Code for federal income tax purposes or which is lending from an office
		that is not incorporated under the laws of the United States of America or a
		state thereof agrees severally (but not jointly) that it will:

	  

	 (i)     (1)
		prior to the Closing Date (or, in the case of a Transferee, prior to the date
		it becomes a Transferee), deliver to the Company and the applicable
		Administrative Agent two duly completed copies of United States Internal
		Revenue Service Form W-8BEN or W-8ECI, or successor applicable form, as the
		case may be, certifying in each case that such Lender or Transferee is entitled
		to receive all payments under this Agreement, the Notes and the Drafts payable
		to it, without deduction or withholding of any United States federal income
		taxes;

	  

	 (2) deliver
		to the Company and the applicable Administrative Agent two further copies of
		the such Form W-8BEN or W-8ECI, or successor applicable form, or other manner
		of certification, as the case may be, on or before the date that any such form
		expires or becomes obsolete or after the occurrence of any event requiring a
		change in the most recent form previously delivered by it to the Company;
		and

	  

	 (3) use its
		reasonable efforts to obtain such extensions or renewals thereof as may
		reasonably be requested by the Company, certifying that such Lender or
		Transferee is entitled to receive payments under this Agreement without
		deduction or withholding of any United States federal income Non-Excluded
		Taxes; or

	  

	 (ii) in the
		case of any such Lender or Transferee that is not a “bank”
		within the meaning of Section 881(c)(3)(A) of the Code, (i) represent to the
		Company (for the benefit of the Company and the applicable Administrative
		Agent) that it is not a bank within the meaning of Section 881(c)(3)(A) of the
		Code, a “10-percent
		shareholder”
		within the meaning of Section 881(c)(3)(B) of the Code or a controlled foreign
		corporation receiving interest from a related person for purposes of Section
		881(c)(3)(C) of the Code, (ii) agree to furnish to the Company on or before the
		date of any payment by the Company, with a copy to the applicable
		Administrative Agent, (A) a certificate substantially in the form of
		Exhibit
		Q hereto
		(any such certificate a “U.S.
		Tax Compliance Certificate”)
		and (B) two accurate and complete original signed copies of United States
		Internal Revenue Service Form W-8BEN, or successor applicable form certifying
		to such Lender’s or Transferee’s legal entitlement at the date of
		such certificate to an exemption from U.S. withholding tax under the provisions
		of Section 881(c) of the Code with respect to payments to be made under this
		Agreement (and to deliver to the Company and the applicable Administrative
		Agent two further copies of such form on or before the date it expires or
		becomes obsolete and after the occurrence of any event requiring a change in
		the most recently provided form and, if necessary, obtain any extensions of
		time reasonably requested by the Company or the applicable Administrative Agent
		for filing and completing such forms), and (iii) agree, to the extent legally
		entitled to do so, upon 

	 
		
		   

		  
			  
		  

		  
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	 reasonable
		request by the Company, to provide to the Company (for the benefit of the
		Company and the applicable Administrative Agent) such other forms as may be
		reasonably required to establish the legal entitlement of such Lender or
		Transferee to an exemption from withholding with respect to payments under this
		Agreement; 


	  

	 unless
		in any such case any change in law, rule, regulation, treaty or directive, or
		in the interpretation or application thereof, has occurred prior to the date on
		which any such delivery would otherwise be required which renders all such
		forms inapplicable or which would prevent such Lender or Transferee from duly
		completing and delivering any such form with respect to it and such Lender or
		Transferee advises the Company that it is not capable of receiving payments
		without any deduction or withholding of United States federal income tax.
		Notwithstanding any provision of Section
		7.12(a) to the
		contrary, the Company shall have no obligation to pay any amount to or for the
		account of any such Lender or Transferee on account of any Non-Excluded Taxes
		pursuant to Section
		7.12(a)
		(including, without limitation, the second sentence thereof) to the extent that
		such amount results from (i) the failure of any such Lender or Transferee to
		comply with its obligations pursuant to this Section
		7.12(c) or (ii)
		any representation or warranty made or deemed to be made by any such Lender or
		Transferee pursuant to this Section
		7.12(c) proving
		to have been incorrect, false or misleading in any material respect when so
		made or deemed to be made.

	  

	 (d) Each
		Lender agrees to use reasonable efforts (including reasonable efforts to change
		the office in which it is booking its Loans) to avoid or to minimize any
		amounts in respect of taxes which might otherwise be payable pursuant to
		Section
		7.10 or this
		Section
		7.12;
		provided,
		however, that
		such efforts shall not cause the imposition on such Lender of any additional
		costs or legal or regulatory burdens deemed by such Lender to be material or
		otherwise be deemed by such Lender to be disadvantageous to it or contrary to
		its policies.

	  

	 (e) In the
		event that such reasonable efforts pursuant to Section
		7.12(c)(i) are
		insufficient to avoid all withholding taxes which would be payable pursuant to
		this Section
		7.12, then
		such Lender (the “Taxable
		Lender”)
		shall use its reasonable efforts to transfer, at the cost of the Company, to
		any other Lender (which is not subject to such withholding taxes) its Dollar
		Loans and its Commitments hereunder; provided,
		however, that
		such transfer shall not be deemed by such Taxable Lender, in its sole
		discretion, to be disadvantageous to it or contrary to its policies. In the
		event that the Taxable Lender is unable, or otherwise is unwilling, so to
		transfer its Dollar Loans and Commitments, the Company may, at its own cost,
		designate an alternate bank or other financial institution to purchase the
		Taxable Lender’s Dollar Loans and Commitments and, subject to the approval
		of the Administrative Agent (which approval shall not be unreasonably
		withheld), the Taxable Lender shall transfer, at the cost of the Company, its
		Dollar Loans and Commitments to such alternate bank or other financial
		institution and such alternate bank or other financial institution shall become
		a Lender hereunder.

	  

	 (f) The
		agreements in this Section
		7.12 shall
		survive termination of this Agreement and payment of the Loans, the Notes, the
		Drafts, the L/C Reimbursement Obligations and all other amounts payable
		hereunder.

	  

	 (g) If a
		Lender or an Administrative Agent receives a refund in respect of any
		Non-Excluded Taxes or Other Taxes with respect to which the Company has paid
		additional amounts pursuant to this Section
		7.12, it
		shall within a reasonable time from the date of such receipt pay over the
		amount of such refund to the Company, net of all reasonable out-of-pocket
		expenses of such Lender or Administrative Agent and without interest (other
		than interest paid by the relevant taxation authority with respect to such
		refund); provided,
		however, that
		the Company, 

	 
		
		   

		  
			  
		  

		  
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	 upon the
		request of such Lender or Administrative Agent, agrees to repay the amount paid
		or portion thereof over to the Company (plus penalties, interest or other
		reasonable charges) to such Lender or Administrative Agent in the event such
		Lender or Administrative Agent is required to repay such refund or portion
		thereof to such taxation authority.

	  

	 Section
		7.13   Commitment
		Fee.
		  (a) The Company agrees to pay to the Multi-Currency Administrative
		Agent, for the account of each Multi-Currency Lender, a commitment fee from and
		including the Closing Date in the amount equal to the Commitment Fee Rate on
		the amount equal to the Multi-Currency Commitment Percentage of such
		Multi-Currency Lender multiplied by the average daily amount by which the
		Aggregate Multi-Currency Commitment exceeds the Aggregate Actual Outstanding
		Multi-Currency Extensions of Credit (without taking into account any amount of
		Swing Line Loans from time to time outstanding) during the period for which
		such fee is payable.

	  

	 (b) Each
		commitment fee owing pursuant to Section
		7.13(a) shall be
		payable, in arrears, (x) for each fiscal quarter of the Company (or portion
		thereof) following the Closing Date, on the date which is two Business Days
		following the last day of each such fiscal quarter (commencing on September 30,
		2004); provided,
		however, that
		if the Company shall not have received from the Multi-Currency Administrative
		Agent the documentation supporting calculations of such commitment fee prior to
		such date, then, on the date which is two Business Days after the date of the
		Company’s receipt from the Multi-Currency Administrative Agent of such
		supporting documentation and (y) on the last day of the Commitment
		Period.

	  

	 Section
		7.14   Computation
		of Interest and Fees.
		  (a) Interest in respect of the Alternate Base Rate Loans bearing
		interest at a rate based upon clause
		(a) of the
		definition of “Alternate
		Base Rate”
		shall be calculated on the basis of a 365 or 366-day year, as the case may be,
		for the actual days elapsed. Interest in respect of the Local Rate Loans and
		Acceptances shall be calculated on the basis of a 365 or 366-day year, as the
		case may be, for the actual days elapsed or on such other basis as may be
		agreed from time to time by the relevant Local Fronting Lender and the relevant
		Borrowers to reflect customary practices in the relevant jurisdiction. Interest
		in respect of the Alternate Base Rate Loans bearing interest at a rate based
		upon the Federal Funds Effective Rate, the Eurodollar Loans, the Eurocurrency
		Loans, Letter of Credit commissions and commitment fees shall be calculated on
		the basis of a 360-day year for the actual days elapsed (or, in the case of
		Eurocurrency Loans, such other basis as may be agreed from time to time by the
		relevant Local Fronting Lender and the relevant Borrower to reflect customary
		practices in the relevant jurisdiction). The Designated Multi-Currency
		Administrative Agent will, as soon as practicable, notify the Company and the
		Syndicated Lenders of each determination of a Eurodollar Rate with respect to
		Syndicated Loans and of any change in the Alternate Base Rate with respect to
		Syndicated Loans and the effective date thereof. Each Local Fronting Lender
		will, as soon as practicable, notify the relevant Borrower and the
		Multi-Currency Administrative Agent of each determination of a Eurocurrency
		Rate for its Denomination Currency, of a Eurodollar Rate for its Local Loans
		which are Dollar Loans, of any change in the Local Rate for its Denomination
		Currency, of any change in the Alternate Base Rate for its Local Loans which
		are Dollar Loans and (in each case) the effective date thereof. Any change in
		the interest rate on a Syndicated Loan which is an Alternate Base Rate Loan
		resulting from a change in the Alternate Base Rate shall become effective as of
		the opening of business on the day on which such change shall become effective.
		Any change in the interest rate on a Local Loan which is an Alternate Base Rate
		Loan resulting from a change in the Alternate Base Rate shall become effective
		as of the opening of business in the jurisdiction of the local lending office
		of the relevant Local Fronting Lender on the day on which such change shall
		become effective. Any change in the interest rate on a Local Rate Loan
		resulting from a change in the Local Rate shall 

	 
		
		   

		  
			  
		  

		  
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	 become
		effective as of the opening of business on the day on which such change in the
		Local Rate shall become effective.

	  

	 (b) Except
		as set forth in Section
		7.8, each
		determination of an interest rate by the Designated Multi-Currency
		Administrative Agent or the Local Fronting Lender, as the case may be, pursuant
		to any provision of this Agreement shall be conclusive and binding on the
		relevant Borrower and the Lenders, in the absence of manifest
		error.

	  

	 Section
		7.15   Pro
		Rata Treatment and Payments.
		  (a) Each borrowing by any Local Borrower of Local Loans and
		Acceptances shall be made from the Local Fronting Lender with respect to the
		relevant Denomination Currency.

	  

	 (b) On any
		date when and to the extent that, in the reasonable determination of the
		Multi-Currency Administrative Agent in its sole discretion, the Borrowers would
		be able, under the terms and conditions hereof, to reborrow the amount of such
		payment (or otherwise obtain additional extensions of credit) under the
		Aggregate Multi-Currency Commitment and to satisfy any conditions precedent to
		such reborrowing (or other extension of credit), no portion of any such payment
		shall be distributed to any Lender (a “Non-Funding
		Lender”)
		which has (x) failed to make a Revolving Credit Loan or Refunded Swing Line
		Loan or to purchase (or otherwise make any payment on account of) any
		participating interest held by such Non-Funding Lender in any L/C Reimbursement
		Obligation, Acceptance or Local Loan or (y) given notice to the Company, any
		Local Fronting Lender or the Multi-Currency Administrative Agent that it will
		not make, or that it has disaffirmed or repudiated any obligation to make, any
		Revolving Credit Loans or Refunded Swing Line Loans, or to purchase (or
		otherwise make any payment on account of) any participating interest held by
		such Non-Funding Lender in any L/C Reimbursement Obligation, Acceptance or
		Local Loan, in any such case by reason of the provisions of the Financial
		Institution Reform, Recovery and Enforcement Act of 1989 or otherwise (other
		than as the result of a good faith belief that the conditions precedent to
		borrowing set forth in
		Section 9.2 have
		not been satisfied).

	  

	 (c) All
		payments (including prepayments) to be made by the Company on account of
		principal, interest and fees (other than those relating to Local Loans and
		Acceptances) shall be made without set-off or counterclaim and shall be made to
		the applicable Administrative Agent for the account of the relevant Lenders
		(or, in the case of payments on account of Swing Line Loans, to the
		Multi-Currency Administrative Agent for the account of the Swing Line Lender)
		at the office of the applicable Administrative Agent specified in Section
		14.2, or at
		such other location as such Administrative Agent may direct, on or prior to
		1:00 P.M., New York City time, in lawful money of the United States of America
		and in immediately available funds. The applicable Administrative Agent shall
		distribute such payments in accordance with the provisions of Section
		7.15(g)
		promptly upon receipt in like funds as received; provided,
		however, that
		payments received by the Multi-Currency Administrative Agent on account of
		interest or fees on the Local Loans and Acceptances may be held by the
		Multi-Currency Administrative Agent and distributed to the Multi-Currency
		Lenders not less frequently than weekly.

	  

	 (d) All
		payments (including prepayments) to be made by any Local Borrower on account of
		principal, interest and fees relating to Local Loans and Acceptances shall be
		made without set-off or counterclaim and shall be made to the Local Fronting
		Lender to which such amounts are owing at the office of such Local Fronting
		Lender specified in Schedule
		III, or at
		such other location as such Local Fronting Lender may direct, on or prior to
		1:00 P.M., local time at the principal lending office of such Local Fronting
		Lender. Each such payment shall, to the extent that it is owing on account of
		Local Loans which are Dollar Loans, be paid in Dollars 

	 
		
		   

		  
			  
		  

		  
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	 and,
		otherwise, shall be paid in the relevant Denomination Currency and in
		immediately available funds. Each Local Fronting Lender shall give prompt
		notice to the Multi-Currency Administrative Agent of amounts from time to time
		received by it hereunder.

	  

	 (e) If any
		payment hereunder (other than payments on Eurodollar Loans or Eurocurrency
		Loans) becomes due and payable on a day other than a Business Day, such payment
		shall be extended to the next succeeding Business Day and, with respect to
		payments of principal, interest thereon shall be payable at the then applicable
		rate during such extension. If any payment hereunder on a Eurodollar Loan or a
		Eurocurrency Loan becomes due and payable on a day other than a Working Day,
		the maturity thereof shall be extended to the next succeeding Working Day
		unless the effect of such extension would be to extend such payment into
		another calendar month, in which event such payment shall be made on the
		immediately preceding Working Day.

	  

	 (f) Unless
		the applicable Administrative Agent shall have been notified by telephone,
		confirmed in writing, by any Syndicated Lender prior to a borrowing date that
		such Lender will not make the amount which would constitute its Commitment
		Percentage of the borrowing to be made on such date available to such
		Administrative Agent on such borrowing date, such Administrative Agent may
		assume that such Syndicated Lender has made such amount available to such
		Administrative Agent and, in reliance upon such assumption, make available to
		the relevant Borrower a corresponding amount. If such amount is made available
		to the applicable Administrative Agent on a date after such borrowing date,
		such Syndicated Lender shall pay to such Administrative Agent on demand an
		amount equal to the product of (i) the daily average Federal Funds Effective
		Rate during such period as determined by such Administrative Agent multiplied
		by (ii) such amount multiplied by (iii) a fraction of which the numerator is
		the number of days from and including such borrowing date to the date on which
		such amount becomes immediately available to such Administrative Agent and of
		which the denominator is 360. A certificate of the applicable Administrative
		Agent submitted to any Syndicated Lender with respect to any amounts owing
		under this paragraph
		(f) shall
		be conclusive, in the absence of manifest error. If such amount is not in fact
		made available to the applicable Administrative Agent by such Syndicated Lender
		within three Business Days after such borrowing date, such Administrative Agent
		shall be entitled to recover such amount, with interest thereon at the rate per
		annum then applicable to Revolving Credit Loans that are Alternate Base Rate
		Loans hereunder, within eight Business Days after demand, from the relevant
		Borrower.

	  

	 (g) Unless a
		Notice of Actionable Default has been delivered pursuant to the Intercreditor
		Agreement, except as otherwise expressly set forth herein, all payments and any
		other amounts received by any Administrative Agent from or for the benefit of
		the Borrowers shall be applied as follows: first, to pay
		principal of, and interest on, any portion of the Loans any Administrative
		Agent may have advanced pursuant to the express provisions of this Agreement on
		behalf of any Lender, for which such Administrative Agent has not then been
		reimbursed by such Lender or the Loan Parties; second, to pay
		fees and expenses of the Agents then due and payable; third, all
		other Payment Obligations then due and payable; and fourth, as the
		Company so designates. All such payments shall be allocated ratably among such
		of the Agents, Lenders and Issuing Lenders as are entitled thereto;
		provided,
		however, that
		all such payments received (i) in respect of any Swing Line Loans shall be
		distributed to the Swing Line Lender, (ii) in respect of any Local Loans to the
		applicable Loan Fronting Lender and (iii) in respect of any L/C Reimbursement
		Obligations to the applicable Issuing Lender.

	  

	 (h) The
		Borrowers hereby irrevocably waive the right to direct the application of any
		and all payments in respect of the Payment Obligations (including all funds
		

	 
		
		   

		  
			  
		  

		  
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	 deposited
		in the Cash Concentration Account, any other Approved Deposit Account or any
		Cash Collateral Account) after the occurrence and during the continuance of an
		Event of Default and agree that, notwithstanding the provisions of Section
		7.3,
		Section
		7.4 or
		Section
		7.15(g), after
		the delivery of a Notice of Actionable Default and prior to the withdrawal of
		all Notices of Actionable Default then pending pursuant to the Intercreditor
		Agreement, (i) all payments made to or received by any Agent, Lender or Issuing
		Lender constituting proceeds of Collateral shall be applied pursuant to the
		Intercreditor Agreement and (ii) all other payments made to or received by any
		Agent, Lender or Issuing Lender shall be applied in the following
		order:
		

	  

	 (i) first, to pay
		interest on and then principal of any portion of any Loans that any Agent may
		have advanced on behalf of any Lender or Issuing Lender for which such Agent
		has not then been reimbursed by such Lender or the Loan Parties; 

	  

	 (ii) second, to pay
		Payment Obligations in respect of any expense reimbursements or indemnities
		then due to the Agents;

	  

	 (iii) third, to pay
		Payment Obligations in respect of any expense reimbursements or indemnities
		then due to the Lenders and Issuing Lenders;

	  

	 (iv) fourth, to pay
		Payment Obligations in respect of any fees then due to the Agents;


	  

	 (v) fifth, to pay
		Payment Obligations in respect of any fees then due to the Lenders and Issuing
		Lenders;

	  

	 (vi) sixth, to pay
		interest then due and payable in respect of all Payment
		Obligations;

	  

	 (vii) seventh, to pay
		or prepay principal payments (and, when applicable, to provide cash collateral)
		for all Payment Obligations;

	  

	 (viii) eighth, to pay
		all other Payment Obligations; and

	  

	 (ix) ninth, as
		directed by the Company;

	  

	 provided,
		however, that
		if sufficient funds are not available to fund all payments to be made in
		respect of any of the Payment Obligations set forth in any of clauses
		first through
		eighth
		above,
		the available funds being applied with respect to any such Payment Obligation
		(unless otherwise specified in such clause) shall be allocated to the payment
		of such Payment Obligations ratably, based on the proportion of each
		Agent’s and each Lender’s interest in the aggregate outstanding
		Payment Obligations described in such clauses; provided,
		further, that
		payments that would otherwise be allocated to the Multi-Currency Lenders shall
		be allocated first to
		repay Protective Advances and Swing Line Loans until paid in full, second to
		repay Local Loans until such Loans are paid in full and then to
		repay the Revolving Credit Loans. The order of payment application set forth in
		clauses
		(i) through
		(viii) above
		may be amended at any time and from time to time by the Required Lenders
		without any notice to or consent of or approval by any Loan Party or any other
		Person that is not a party to this Agreement; provided,
		however, that
		(i) any such amendment adversely affecting any Agent shall also require the
		prior written consent of such Agent, (ii) any such amendment not adversely
		affecting the Multi-Currency Lenders shall not require the consent of the
		Required Multi-Currency Lenders and (iii) any such amendment not

	 
		
		   

		  
			  
		  

		  
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	 adversely
		affecting the Term Loan Lenders shall not require the consent of the Required
		Term Loan Lenders.

	  

	 (i) At the
		option of the Multi-Currency Administrative Agent, principal on the Swing Line
		Loans, L/C Reimbursement Obligations, interest, fees, expenses and other sums
		due and payable in respect of the Revolving Credit Loans and Protective
		Advances may be paid from the proceeds of Swing Line Loans or Revolving Credit
		Loans. The Company, each Lender and each Issuing Lender hereby authorizes the
		Swing Line Lender to make such Swing Line Loans pursuant to Article
		IV and the
		Multi-Currency Lenders to make such Revolving Credit Loans pursuant to
		Article
		III from
		time to time in the amounts of any and all principal payable with respect to
		the Swing Line Loans, L/C Reimbursement Obligations, interest, fees, expenses
		and other sums payable in respect of the Revolving Credit Loans and Protective
		Advances, and further authorizes the Multi-Currency Administrative Agent to
		give the Multi-Currency Lenders notice of any borrowing with respect to such
		Swing Line Loans and Revolving Credit Loans and to distribute the proceeds of
		such Swing Line Loans and Revolving Credit Loans to pay such amounts. The
		Borrowers agree that all such Swing Line Loans and Revolving Credit Loans so
		made shall be deemed to have been requested by it (irrespective of the
		satisfaction of the conditions in Section
		9.2, which
		conditions the Multi-Currency Lenders hereby irrevocably waive for the purposes
		of this clause
		(i)) and
		directs that all proceeds thereof shall be used to pay such
		amounts.

	  

	 Section
		7.16   Interest
		Act (Canada).  
		For purposes of the Interest Act (Canada), whenever any interest under this
		Agreement on account of Local Loans or Acceptances which are made in Canada or
		made to any Local Borrowing Subsidiary which is organized under the laws of
		Canada or any Province thereof is calculated using a rate based upon a year of
		360 days, such rate determined pursuant to such calculation, when expressed as
		an annual rate, is equivalent to (x) the applicable rate based upon a year of
		360 days, (y) multiplied by the actual number of days in the calendar year in
		which the period for which such interest is payable ends, and (z) divided by
		360. The rates of interest specified in this Agreement are nominal rates and
		all interest payments and computations are to be made without allowance or
		deduction for deemed reinvestment of interest.

	  

	 ARTICLE
		VIII

	  

	 REPRESENTATIONS
		AND WARRANTIES

	  

	 In order
		to induce the Lenders, the Issuing Lenders, the Administrative Agents and the
		Collateral Agent to enter into this Agreement and to make the Loans and to
		issue or participate in Letters of Credit hereunder, the Company hereby
		represents and warrants to each of them that:

	  

	 Section
		8.1   Corporate
		Existence.  
		Each Loan Party is duly organized, validly existing and (to the extent
		applicable under the laws of the jurisdiction of its organization) in good
		standing under the laws of the jurisdiction of its incorporation, has the
		corporate (or other requisite legal) power to own its assets and to transact
		the business in which it is presently engaged, and is (to the extent applicable
		under the laws of the relevant jurisdiction) duly qualified as a foreign
		corporation and (to the extent applicable under the laws of the relevant
		jurisdiction) in good standing under the laws of each jurisdiction where its
		ownership or lease of property or the conduct of its business requires such
		qualification and where all such failures to so qualify and be in good standing
		would, in the aggregate, be reasonably likely to have a Material Adverse
		Effect.

	 
		 

		
		   
		

		
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	 Section
		8.2   Corporate
		Power.
		  (a) Each Loan Party has the corporate power, authority and legal
		right to execute, deliver and perform this Agreement and the other Loan
		Documents to which it is a party and, in the case of each of the Borrowers, to
		borrow hereunder, and it has taken as of the Closing Date all necessary
		corporate action to authorize the execution, delivery and performance of this
		Agreement and the other Loan Documents to which it is a party and, in the case
		of each of the Borrowers, to authorize its borrowings on the terms and
		conditions of this Agreement.

	  

	 (b) No
		consent of any other Person (including, without limitation, stockholders or
		creditors of any Borrower or of any Parent of the Company), and no consent,
		license, permit, approval or authorization of, exemption by, or registration,
		filing or declaration with, any Governmental Authority is required in
		connection with the execution, delivery, performance, validity or
		enforceability of this Agreement and the other Loan Documents to which any Loan
		Party is a party by or against such Loan Party, except for (i) filing of the
		Mortgages referred to in Section
		9.1(d), (ii)
		any filings required under the UCC, (iii) any filings required to be made with
		the U.S. Patent and Trademark Office and the U.S. Copyright Office, (iv) any
		filings, notices, consents, licenses, permits, approvals, authorizations,
		registrations or declarations required under the laws of jurisdictions other
		than the United States or any political subdivision thereof in connection with
		the pledge of stock of Foreign Subsidiaries or any assets located in, or
		created under, the laws of any such jurisdiction or political subdivision and
		(v) any consents, licenses, permits, approvals or authorizations, exemptions,
		registrations, filings or declarations that have already been obtained and
		remain in full force and effect.

	  

	 (c) This
		Agreement has been, and the other Loan Documents to which it is a party will
		be, executed and delivered by a duly authorized officer of each Loan Party.
		This Agreement constitutes, and the other Loan Documents to which it is a
		party, when executed and delivered by it and the other parties thereto, will
		constitute, the legal, valid and binding obligations of each Loan Party,
		enforceable against it in accordance with their respective terms except as
		enforceability may be limited by bankruptcy, insolvency, moratorium,
		reorganization or other similar laws affecting creditors’ rights generally
		and except as enforceability may be limited by general principles of
		equity.

	  

	 Section
		8.3   No
		Legal Bar to Loans.
		  The execution, delivery and performance by each Loan Party of each
		Loan Document to which it is a party will not violate any Contractual
		Obligation or material Requirement of Law to which such Loan Party is a party,
		or, to the best knowledge of the Company, any Parent of the Company is a party
		or by which such Loan Party or, to the best knowledge of the Company, any
		Parent of the Company or any of their respective material properties or assets
		may be bound, and will not result in the creation or imposition of any Lien
		(other than under the Security Documents or as contemplated by the
		Intercreditor Agreement) on any of their respective material properties or
		assets pursuant to the provisions of any Contractual Obligation.

	  

	 Section
		8.4   No
		Material Litigation.
		  No litigation, investigation or administrative proceeding of or
		before any court, arbitrator or Governmental Authority is presently pending or,
		to the knowledge of any Loan Party, threatened against it, any of the other
		Loan Parties, or any of its or their properties or assets, (a) with respect to
		this Agreement, any other Loan Document or any of the transactions contemplated
		hereby or thereby, (b) with respect to the validity or enforceability of the
		obligations of any Borrower or any Loan Party under this Agreement and the
		other Loan Documents to which it is a party, (c) with respect to the rights of
		the relevant Issuing Lender, any L/C Participant, or the Agents with respect to
		any Application or Letter of Credit, (d) with respect to the rights of the
		relevant Local Fronting Lender or the Multi-

	 
		
		   

		  
			  
		  

		  
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	 Currency
		Lenders with respect to any Local Loan or Acceptance or (e) which would be
		reasonably likely to have a Material Adverse Effect, except (in the case of
		this clause
		(e) only)
		for any litigation, investigation or administrative proceeding which has been
		disclosed in any of the Company’s or Revlon’s public filings with the
		Securities and Exchange Commission including its Form 10-K for the fiscal year
		ended December 31, 2003 and its reports on Form 10-Q for the fiscal quarter
		ended March 31, 2004 or which arises out of the same facts and circumstances,
		and alleges substantially the same complaints and damages, as any litigation,
		investigation or proceeding so disclosed and in which there has been no
		material adverse change since the date of such disclosure.

	  

	 Section
		8.5   No
		Default.
		  No Borrower nor any of its Subsidiaries is in default in any
		material respect in the payment or performance of any material obligations or
		in the performance of any Contractual Obligation to which it is a party or by
		which it or any of its material properties or assets may be bound, and no
		Default hereunder has occurred and is continuing. No Borrower nor any of its
		Subsidiaries is in default under any material order, award or decree of any
		court, arbitrator or Governmental Authority binding upon or affecting it or by
		which any of its material properties or assets is bound or affected, and no
		such order, award or decree would be reasonably likely to have a Material
		Adverse Effect.

	  

	 Section
		8.6   Ownership
		of Properties; Liens.
		  Except as is or would be permitted pursuant to Section
		11.3, each
		Borrower and its Subsidiaries has (a) good and marketable title to all its
		owned, and valid leasehold interests in all its leased, real property and (b)
		good title to all its owned, and valid leasehold interests in all its leased,
		personal properties and assets, in each case subject to no Lien.

	  

	 Section
		8.7   Taxes.
		  (a) Each Borrower and each of its Subsidiaries and, to the best
		knowledge of the Company, any other member (as such term is defined in Treasury
		Regulations §1.1502-1(b), or any similar provision of state, local or
		foreign law) of the consolidated, combined or unitary group (if any) of which
		the Company is or was a member, has timely filed or caused to be timely filed
		all material tax returns (including, without limitation, information returns)
		which are required to be filed, and have paid all material taxes (whether or
		not shown to be due and payable on such returns) or on any assessments made
		against them (other than those being contested in good faith by appropriate
		proceedings for which adequate reserves (in accordance with GAAP) have been
		provided on the books of such Borrower or such Subsidiary, or other member of
		the consolidated, combined or unitary group, as the case may be), and no tax
		Liens which violate Section
		11.3(a) have
		been filed. As of the date hereof, the period within which United States
		federal income taxes may be assessed against any Borrower and each of its
		Subsidiaries has expired without further extension or waiver for all taxable
		years ending on or before December 31, 2002.

	  

	 (b) The
		Company does not intend to treat the Loans and the Letters of Credit and the
		related transactions contemplated hereby as being a “reportable
		transaction”
		(within the meaning of Treasury Regulation Section 1.6011-4).

	  

	 Section
		8.8   ERISA.
		  No Reportable Event has occurred during the immediately preceding
		six-year period with respect to any Plan that resulted or would be reasonably
		likely to result in any unpaid liability that would be reasonably likely to
		have a Material Adverse Effect, and each Plan (other than any Multiemployer
		Plan or any multiemployer health or welfare plan) has complied and has been
		administered in compliance with applicable provisions of ERISA and the Code
		except for such non-compliance that would not be reasonably likely to have a
		Material Adverse Effect. The amount by which (a) the present value of all
		

	 
		
		   

		  
			  
		  

		  
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	 accrued
		benefits under each Single Employer Plan maintained by the Company or any
		Commonly Controlled Entity (based on then current assumptions used to fund such
		Plan, except that the liability discount rate shall instead be the reasonable
		expected long term rate of return on plan assets used in the Company’s
		annual audited financial statements), as of the last annual valuation date
		applicable thereto (except with regard to the long term rate of return on plan
		assets, such rate used in the Company’s annual audited financial
		statements for the Company’s last fiscal year ending on or before such
		valuation date), exceeds (b) the value of the assets of each such Plan
		allocable to such benefits, in the aggregate for all such Plans as to which
		such present value of accrued benefits exceeds the value of its assets (the
		“Unfunded Pension Amount”), when aggregated with the Potential
		Withdrawal Liability (as hereinafter defined), is less than $70,000,000. No
		Borrower nor any Commonly Controlled Entity has during the immediately
		preceding six-year period had a complete or partial withdrawal from any
		Multiemployer Plan that resulted or would be reasonably likely to result in any
		unpaid withdrawal liability under Section 4201 of ERISA that would be
		reasonably likely to have a Material Adverse Effect. The “Potential
		Withdrawal Liability”
		shall mean the withdrawal liability under Section 4201 of ERISA to which a
		Borrower or any Commonly Controlled Entity would become subject under ERISA if
		such Borrower or any Commonly Controlled Entity were to withdraw completely
		from all Multiemployer Plans as of the most recent valuation date applicable
		thereto. No Borrower nor any Commonly Controlled Entity has received notice
		that any Multiemployer Plan is in Reorganization or Insolvent where such
		Reorganization or Insolvency has resulted, or would be reasonably likely to
		result in an unpaid liability that would be reasonably likely to have a
		Material Adverse Effect nor, to the best knowledge of such Borrower, is any
		such Reorganization or Insolvency reasonably likely to occur.

	  

	 Section
		8.9   Financial
		Condition.
		  The audited consolidated balance sheets of the Company and its
		Subsidiaries as at December 31, 2001, December 31, 2002 and December 31, 2003
		and the related audited consolidated statements of operations and
		stockholders’ equity and cash flows for the fiscal years ended on such
		dates and the notes thereto present fairly the consolidated financial condition
		of the Company and its Subsidiaries as of such dates, and the consolidated
		results of their operations and cash flows for the fiscal years then ended. The
		unaudited consolidated condensed balance sheet of the Company and its
		Subsidiaries as at March 31, 2004 and the related unaudited consolidated
		condensed statements of operations and stockholders’ equity and cash flows
		for the period ended on such date and the notes thereto present fairly the
		consolidated financial condition of the Company and its Subsidiaries as of such
		date, and the consolidated results of their operations and cash flows for the
		period then ended (subject to normal year-end audit adjustments and the absence
		of footnotes). All such financial statements, have been prepared in accordance
		with GAAP (subject, in the case of the interim financial statements, to normal
		year-end audit adjustments and the absence of footnotes) applied consistently
		throughout the periods presented except as disclosed in such financial
		statements and the notes thereto. Neither the Company nor any of its
		Subsidiaries has any material Contingent Obligation or any material obligation,
		liability or commitment, direct or contingent (including, without limitation,
		any liability for taxes or any material forward or long-term commitment), which
		is not (A) reflected in the foregoing statements and the notes thereto or (B)
		permitted to be incurred under this Agreement.

	  

	 Section
		8.10   No
		Change.
		  Since
		December 31, 2005, there has been no material adverse change in the business,
		condition (financial or otherwise), operations, performance, properties or
		prospects of either of (a) Revlon or (b) the Company and its Subsidiaries taken
		as a whole (it being understood that nothing set forth in the Form 10-Q’s
		of the Company for the fiscal quarters ended March 31, 2006, June 30, 2006 and
		September 30, 2006 filed with the SEC or the Form 8-K’s of the Company
		filed with or furnished to the SEC prior to 

	 
		
		   

		  
			  
		  

		  
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	 the date
		hereof during fiscal year 2006 constitutes, either individually or in the
		aggregate, such a material adverse change).

	  

	 Section
		8.11   Federal
		Regulations.
		  No Borrower nor any of its Subsidiaries is engaged or will engage,
		principally or as one of its important activities, in the business of extending
		credit for the purpose of “purchasing”
		or “carrying”
		any “margin
		stock”
		within the respective meanings of each of the quoted terms under Regulation U
		of the Board of Governors of the Federal Reserve System. No part of the
		proceeds of the Loans or other extensions of credit hereunder will be used for
		any purpose which violates the provisions of Regulation U or X of such Board of
		Governors. In the event that any part of the proceeds of the extensions of
		credit hereunder are used to “purchase”
		or “carry”
		any such “margin
		stock,”
		the Company will (and will cause its Subsidiaries to) provide such documents
		and information (including, without limitation, duly completed and executed
		originals of Federal Reserve Form G-3 or U-1) to the Administrative Agents and
		the Lenders as the Administrative Agents reasonably may request in order to
		evidence that the representations and warranties contained in this Section
		8.11 remain
		true and correct in all material respects.

	  

	 Section
		8.12   Investment
		Company Act; PUHCA.
		  None of Revlon, the Company or any Subsidiary of the Company is (a)
		an “investment
		company”
		or an “affiliated
		person”
		of, or “promoter”
		or “principal
		underwriter”
		for, an “investment
		company”,
		as each such term is defined and used in the Investment Company Act of 1940, as
		amended, or (b) a “holding
		company”
		or an “affiliate”,
		a “holding
		company”
		or a “subsidiary
		company”
		of a “holding
		company”,
		as each such term is defined and used in the Public
		Utility Holding Company Act of 2005, 42 U.S.C. §§ 16457 et
		seq., as
		amended.

	  

	 Section
		8.13   Matters
		Relating to Subsidiaries.
		  Set forth in Schedule
		8.13 is a
		complete and accurate list showing all Subsidiaries of Revlon and the Company
		as of the date of this Agreement and, as to each such Subsidiary, the
		jurisdiction of its organization, the percentage of the outstanding shares of
		stock owned (directly or indirectly) by the Company and the direct parent
		thereof.

	  

	 Section
		8.14   Mortgages.
		  Each Mortgage is effective to grant a legal, valid and enforceable
		mortgage lien on all of the mortgagor’s right, title and interest in the
		Mortgaged Property thereunder. When each Mortgage is duly recorded in the
		appropriate county office or offices and the mortgage recording fees and taxes
		in respect thereof are paid and compliance is otherwise had with the formal
		requirements of state law applicable to the recording of real estate mortgages
		generally, such Mortgage shall constitute a fully perfected, first-priority
		lien on and security interest in such Mortgaged Property, subject only to
		Customary Permitted Liens, Liens securing the Designated Eligible Obligations
		as provided for in the Intercreditor Agreement and such Liens, defects and
		encumbrances as may be approved by the Multi-Currency Administrative Agent and
		except as enforceability may be limited by bankruptcy, insolvency,
		reorganization, moratorium or similar laws affecting the enforcement of
		creditors’ rights generally and by general equitable
		principles.

	  

	 Section
		8.15   Solvency.
		  (a) The aggregate value of all of the assets of the Company on a
		consolidated and an unconsolidated basis, at a fair valuation, exceeds the
		total liabilities of the Company on a consolidated and an unconsolidated basis
		(including contingent, subordinated, unmatured and unliquidated liabilities).
		The Company has the ability to pay its debts as they mature and it does not
		have unreasonably small capital with which to conduct its business. For
		purposes of this Section
		8.15, the
		“fair
		valuation”
		of such assets shall be determined on the basis of that amount which may be
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	 manner
		through realization of the value of or dispositions of such assets at the
		regular market value, conceiving the latter as the amount which could be
		obtained for the property in question within such period by a capable and
		diligent business person from an interested buyer who is willing to purchase
		under ordinary selling conditions.

	  

	 (b) Each
		Borrower is in compliance with all material Requirements of Law applicable to
		it with respect to capitalization and, to the knowledge of the Company or such
		Local Borrowing Subsidiary, has sufficient capital with which to conduct its
		business in accordance with past practice. No Borrower is undercapitalized to
		such an extent that, solely as a result of such undercapitalization, (i) any
		Lender would be deemed under the laws of the relevant jurisdiction to owe a
		fiduciary duty to any other creditor of such Borrower or (ii) the Local Loans
		made or the Acceptances created by the relevant Local Fronting Lender to such
		Borrower would be subordinated to any obligations of such Borrower owing to any
		other Person.

	  

	 Section
		8.16   Environmental
		Matters.  
		(a) Except as set forth in Schedule
		8.16 hereto,
		and except to the extent provided in clause
		(b) below:


	  

	 (i) the
		Mortgaged Properties do not contain any Hazardous Materials in concentrations
		which violate any applicable Environmental Laws governing the use, storage,
		treatment, transportation, manufacture, refinement, handling, production or
		disposal of Hazardous Materials;

	  

	 (ii) the
		Mortgaged Properties are in compliance with all Environmental Laws, including
		all applicable federal, state and local standards and requirements regarding
		the generation, treatment, storage, handling, use or disposal of Hazardous
		Materials at the Mortgaged Properties and there is no Hazardous Materials
		contamination which could materially interfere with the continued operation of
		the Mortgaged Properties or materially impair the fair saleable value
		thereof;

	  

	 (iii) none of
		the Company or any Subsidiary of the Company has received, or is aware of, any
		existing or contemplated notice of violation or potential liability by any
		regulatory agency or Person regarding environmental control matters or permit
		compliance with regard to the Mortgaged Properties;

	  

	 (iv) Hazardous
		Materials have not been transferred from the Mortgaged Properties to any other
		location in violation of any applicable Environmental Laws and the Company has
		not received notice of any potential liability associated with such transferred
		materials; and

	  

	 (v) there
		are no administrative actions or judicial proceedings by a Governmental
		Authority or other Person pending or contemplated under any applicable
		Environmental Laws to which the Company, any Subsidiary of the Company or any
		mortgagor is or will be named as a party with respect to the Mortgaged
		Properties.

	  

	 (b) Each of
		the representations and warranties set forth in Section
		8.16(a) are
		true and correct with respect to each parcel of real property owned or operated
		by the Company or any of its Subsidiaries, except to the extent that
		individually or in the aggregate with all items set forth on Schedule
		8.16 and the
		facts and circumstances giving rise to any such failure to be so true and
		correct would not be reasonably likely to have a Material Adverse
		Effect.

	 
		
		   

		  
			  
		  

		  
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	 (c) The
		Company and any Subsidiary of the Company is in compliance with Environmental
		Laws and is not aware of any facts, circumstances or conditions relating to the
		Company, any Subsidiary of the Company or any real property currently or
		formerly owned, operated or leased by the Company or any Subsidiary of the
		Company that would result in the Company or any Subsidiary incurring liability
		under Environmental Laws, except for such noncompliance or liability which
		individually or in the aggregate would not be reasonably likely to have a
		Material Adverse Effect.

	  

	 Section
		8.17   Models.
		  (a) The financial models and pro forma
		financial statements referenced in Section
		9.1(j),
		together with any notes thereto, were prepared in good faith on the basis of
		the assumptions stated therein, which assumptions were reasonable in light of
		conditions existing at the time of delivery of such models and pro forma
		financial statements, and represented, at the time of delivery, the
		Company’s best estimate of its future financial performance.

	  

	 (b) After
		giving effect to the transactions contemplated by this Agreement, the Company
		and its Subsidiaries will have recorded assets and liabilities substantially
		similar to the recorded assets and liabilities contemplated for such date by
		the pro forma balance sheet referenced in Section
		9.1(j).


	  

	 (c) The
		financial models (if any) relating to the Company and provided to each Lender
		pursuant to Section
		10.1(b),
		together with any notes thereto, were prepared in good faith on the basis of
		the assumptions stated therein, which assumptions were reasonable in light of
		conditions existing at the time of delivery of such models and represented, at
		the time of delivery, the Company’s best estimate of its future financial
		performance.

	  

	 Section
		8.18   Disclosure.
		  No information, schedule, exhibit or report or other document
		furnished by the Company, its Subsidiaries or Affiliates to any Agent or any
		Lender in connection with the negotiation of this Agreement and the Security
		Documents or pursuant to the terms of this Agreement and the Security
		Documents, as such information, schedule, exhibit or report or other document
		has been amended, supplemented or superseded by any other information,
		schedule, exhibit or report or other document later delivered to the same
		parties receiving such information, schedule, exhibit or report or other
		document, contained any material misstatement of fact or omitted to state a
		material fact or any fact necessary to make the statements contained therein,
		in light of the circumstances when made, not materially
		misleading.

	  

	 Section
		8.19   Senior
		Indebtedness.
		  The Payment Obligations of the Company constitute “Senior
		Debt” (or any analogous term) for purposes of the Subordinated Notes and
		any Indebtedness issued pursuant to Section
		11.2(b)(vi)(A), the
		Net Proceeds of which are used to refinance Indebtedness under the Subordinated
		Notes Indenture.

	  

	 Section
		8.20   Regulation
		H.
		  No Mortgaged Property is located in an area that has been
		identified by the Secretary of Housing and Urban Development as an area having
		special flood hazards and in which flood insurance has been made available
		under the National Flood Insurance Act of 1968.

	  

	 Section
		8.21   Affiliate
		Obligations.
		  Other than trade payables, other Indebtedness in the ordinary
		course of business or any interest payable from time to time in respect of and
		in accordance with the terms of any such Indebtedness, no Indebtedness is owing
		to the Company or any of its Subsidiaries from the Affiliates of the Company on
		the Closing Date, other than amounts permitted pursuant to Section
		11.8(f).


	  

	 
		 
	 

	 
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		Section
		  8.22   Indebtedness
		  Owing to Affiliates.
		    No Affiliate of the Company (other than officers and directors of
		  the Company and its Subsidiaries) holds any Indebtedness of the Company or any
		  of its Subsidiaries (not including (i) any trade credit in the ordinary course
		  of business, (ii) any Capital Contribution Note, (iii) any Indebtedness in
		  respect of the M&F Loans, (iv) any Indebtedness permitted under
		  Section
		  11.2(o) or (v)
		  any Indebtedness of the Company or any of its Subsidiaries of a class that is
		  publicly held or issued pursuant to a Rule 144A offering, including
		  Indebtedness issued under an Indenture), except to the extent that such
		  Affiliate has duly executed and delivered to the Administrative Agents an
		  Affiliate Subordination Letter which remains in full force and
		  effect.

		 
 

	 ARTICLE
		IX

	  

	 CONDITIONS
		PRECEDENT

	  

	 Section
		9.1   Conditions
		to Initial Extensions of Credit.
		  The agreement of the relevant Lenders to make the initial
		extensions of credit (regardless of whether such extensions of credit are to be
		made in the form of Loans, Acceptances or Letters of Credit) requested to be
		made by it hereunder and the effectiveness of this Agreement shall be subject
		to the satisfaction or waiver by such Lender of the following conditions
		precedent (the date on which such conditions are satisfied or waived (except to
		the extent set forth in Section
		10.16) being
		herein called the “Closing
		Date”):


	  

	 (a) Execution
		of Agreement. This
		Agreement shall have become binding upon the parties hereto in accordance with
		Section
		14.12 and the
		Administrative Agents shall have received a Local Fronting Lender Joinder
		Agreement, duly executed and delivered by each Local Fronting Lender listed on
		Schedule
		III.


	  

	 (b) Notes. The
		Administrative Agents shall have received:

	  

	 (i) for the
		account of each Term Loan Lender which has so requested, a Term Loan Note
		conforming to the requirements hereof and executed and delivered by a duly
		authorized officer of the Company; and

	  

	 (ii) for the
		account of each Multi-Currency Lender which has so requested, a Revolving
		Credit Note conforming to the requirements hereof and executed and delivered by
		a duly authorized officer of the Company.

	  

	 (c) Pledge
		and Security Agreement. The
		Administrative Agents shall have received the Pledge and Security Agreement,
		duly executed by the Company and each Guarantor, together with each of the
		following:

	  

	 (i) evidence
		satisfactory to the Administrative Agents that, upon the filing and recording
		of instruments delivered on the Closing Date, the Collateral Agent (for the
		benefit of the Secured Parties) shall have a valid and perfected security
		interest in the Collateral, including such documents duly executed by each Loan
		Party as the Administrative Agents may request with respect to the perfection
		of the Collateral Agent’s security interests in the Collateral (including
		financing statements under the UCC, patent, trademark and copyright security
		agreements suitable for filing with the U.S. Patent and Trademark Office or the
		U.S. Copyright Office, as the case may be, and other applicable documents under
		the laws of the United States and the United Kingdom 

	  

	 
		 
	 

	 
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		and any
		political subdivision thereof with respect to the perfection of Liens created
		by the Pledge and Security Agreement);

	  

	 (ii) all
		certificates, instruments and other documents representing all Pledged Stock
		being pledged pursuant to such Pledge and Security Agreement and stock powers
		for such certificates, instruments and other documents executed in blank;
		

	  

	 (iii) all
		instruments representing Pledged Debt Instruments being pledged pursuant to
		such Pledge and Security Agreement duly endorsed in favor of the Collateral
		Agent or in blank; and

	  

	 (iv) all
		Deposit Account Control Agreements, duly executed by the corresponding Deposit
		Account Bank and Loan Party, that, in the reasonable judgment of the
		Multi-Currency Administrative Agent, shall be required for the Loan Parties to
		comply with Section
		10.19.


	  

	 (d) Mortgages. The
		Administrative Agents shall have received (i) Mortgages for the Real Property
		identified on Schedule
		9.1(d) in form
		and substance reasonably satisfactory to the Administrative Agent, duly
		executed and delivered by a duly authorized officer of the Company, and (ii)
		all Mortgage Supporting Documents relating thereto.

	  

	 (e) Lien
		Searches. The
		Administrative Agents shall have received the results of Lien searches as of a
		recent date, conducted by a search service reasonably satisfactory to the
		Administrative Agents, and the Administrative Agents shall be satisfied that no
		Liens are outstanding on the property or assets of any Loan Party, other than
		any such Liens (i) which are permitted pursuant to the terms of the Loan
		Documents or (ii) as to which the Administrative Agents have received
		documentation reasonably satisfactory to them evidencing the termination or
		concurrent termination of such Liens.

	  

	 (f) Corporate
		Proceedings. The
		Administrative Agents shall have received (a) certified copies of the Charter
		and by-laws (or analogous organizational documents) of each Borrower and each
		Loan Party (together with a certified English translation thereof with respect
		to any such document which is not in English) and (b) the resolutions (or
		analogous authorizations), in form and substance reasonably satisfactory to the
		Administrative Agents, of the Board of Directors of each Borrower and each Loan
		Party (together with a certified English translation thereof with respect to
		any such document which is not in English), authorizing in each case the
		execution, delivery and performance of this Agreement, the Notes and the other
		Loan Documents to which such Borrower or such Loan Party is a party, in each
		case certified by the Secretary or an Assistant Secretary of such Borrower or
		such Loan Party as of the Closing Date and each such certificate shall state
		that the resolutions thereby certified have not been amended, modified, revoked
		or rescinded as of the date of such certificate.

	  

	 (g) Incumbency
		Certificates. The
		Administrative Agents shall have received a certificate of the Secretary or an
		Assistant Secretary (or analogous officer) of each Borrower and each Loan Party
		dated the Closing Date, as to the incumbency and signature of the officers of
		such Borrower and such Loan Party executing each of this Agreement, the Notes
		and each other Loan Document to which such Borrower and such Loan Party is a
		party, and any certificate or other documents to be delivered by it pursuant
		thereto, together with evidence of the incumbency of such Secretary or
		Assistant Secretary as the case may be.

	  

	 
		 
	 

	 
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	 (h) Certain
		Legal Opinions. The
		Administrative Agents shall have received executed legal opinions
		of:

	  

	 (i) Paul,
		Weiss, Rifkind, Wharton & Garrison LLP, as counsel to the Company and as
		special New York counsel to the Borrowing Subsidiaries, substantially in the
		form of Exhibit
		L-1;


	  

	 (ii) the
		Executive Vice President, Chief Legal Officer and General Counsel of the
		Company, substantially in the form of Exhibit
		L-2;


	  

	 (iii) Weil,
		Gotshal & Manages LLP, as counsel to the Administrative Agents,
		substantially in the form of Exhibit
		L-3;


	  

	 (iv) each of
		the domestic local counsel listed on Schedule
		9.1(h)(iv), in
		form and substance reasonably acceptable to the Administrative Agents;
		and

	  

	 (v) each of
		the international local counsel listed on Schedule
		9.1(h)(v), in
		form and substance reasonably acceptable to the Administrative
		Agents.

	  

	 Each of
		the foregoing legal opinions shall be accompanied by copies of the legal
		opinions, if any, upon which such counsel rely, and in each case shall contain
		such changes thereto as may be approved by, and as shall otherwise be in form
		and substance reasonably satisfactory to, the Administrative Agents and shall
		cover such other matters incident to the transactions contemplated by the Loan
		Documents as the Administrative Agents may reasonably require. Each of the
		counsel delivering the foregoing legal opinions is expressly instructed to
		deliver its opinion for the benefit of each of the Administrative Agents, the
		Collateral Agent, each Lender and each Issuing Lender.

	  

	 (i) Fees. The
		Administrative Agents shall have received or shall concurrently receive, for
		the accounts of the Lenders, each Agent and the Arranger, all accrued fees and
		expenses owing hereunder or in connection herewith to such Persons (including,
		without limitation, accrued fees and disbursements of primary counsel, local
		counsel and special counsel to the Administrative Agents and the Collateral
		Agent), to the extent that such fees and expenses have been presented for
		payment a reasonable time prior to the Closing Date.

	  

	 (j) Financial
		Models. The
		Administrative Agents shall have received consolidated financial models
		(including, without limitation, projections through the Company’s 2010
		fiscal year) and pro forma
		financial statements relating to the Company and its Subsidiaries (which
		financial models and pro forma
		consolidated financial statements shall be in form and substance reasonably
		satisfactory to the Administrative Agents), certified by a Responsible Officer
		of the Company as (i) being the financial models and pro forma
		financial statements referenced in Section
		8.17(a) and
		(ii) having been delivered to each Lender prior to the date of execution by
		such Lender of this Agreement.

	  

	 (k) Financial
		Statements. The
		Administrative Agents shall have received copies of the financial statements
		referenced in Section
		8.9.


	  

	 (l) Compliance
		with Indentures. The
		making of the extensions of credit hereunder and the granting of the Liens
		under the Security Documents shall not violate any provisions of the
		Indentures, and the Administrative Agents shall have received a certificate of
		a Responsible Officer of the Company (which certificate shall be in form and
		substance reasonably 

	  

	 
		 
	 

	 
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	 satisfactory
		to the Administrative Agents) certifying that the transactions contemplated
		hereby do not necessitate the sharing (on an equal and ratable basis or
		otherwise) of collateral security granted pursuant to the Security Documents
		with any trustee or holder of Indebtedness under the Indentures.

	  

	 (m) Additional
		Matters. All
		corporate and other proceedings, and all documents, instruments and other
		legal, diligence and financial matters in connection with the transactions
		contemplated by the Loan Documents shall be reasonably satisfactory in form and
		substance to the Administrative Agents and their counsel.

	  

	 (n) Intercreditor
		Agreement. The
		Administrative Agents shall have received the Intercreditor Agreement, duly
		executed and delivered by duly authorized officers of each of the parties
		thereto.

	  

	 (o) Refinancing,
		Repurchase and/or Redemption. The
		Administrative Agents shall have received satisfactory evidence that (i)(A) the
		Company shall have obtained consents to the extent necessary under the
		Designated Senior Secured Indenture, if any, to permit the incurrence of the
		Term Loans and the extensions of credit then made under the Multi-Currency
		Facility, and (B) all Indebtedness outstanding under the Designated Senior
		Secured Indenture shall have been repurchased, repaid or redeemed in full or,
		to the extent that any Designated Senior Secured Notes shall remain outstanding
		after the Closing Date, an amount of the proceeds of the Term Loans and, if
		necessary, Revolving Credit Loans made on the Closing Date, sufficient to
		purchase, redeem or defease such Designated Senior Secured Notes and pay
		interest and any premium thereon shall, at the Company’s option, be
		deposited in a defeasance trust with the trustee under the Designated Senior
		Secured Indenture or placed in a Cash Collateral Account under the direction of
		the Term Loan Administrative Agent pending their use to repurchase, redeem or
		defease such Designated Senior Secured Notes, and (ii) all Liens granted, and
		guarantees made, in connection with the Designated Senior Secured Notes shall
		have been, or shall concurrently be released or terminated, as the case may be,
		or arrangements reasonably satisfactory to the Administrative Agents shall have
		been made for such release or termination.

	  

	 (p) Solvency
		Certificate. The
		Administrative Agents shall have received a solvency certificate, in the form
		attached hereto as Exhibit
		R from
		the Chief Financial Officer of the Company.

	  

	 (q) USA
		Patriot Act. Each
		of the Lenders shall have received, sufficiently in advance of the Closing
		Date, all documentation and other information required by the applicable
		Governmental Authorities under applicable “know
		your customer”
		and anti-money laundering rules and regulations, including without limitation
		the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
		2001)) (the “Act”).


	  

	 (r) Cash
		Management. The
		Multi-Currency Administrative Agent shall have received evidence that, as of
		the Closing Date, the procedures with respect to cash management required by
		the Security Documents have been established and are currently being maintained
		by the Company and each Subsidiary Guarantor, together with copies of all
		executed lockbox agreements and Deposit Account Control Agreements executed by
		the Company and such Subsidiary Guarantor in connection therewith.


	  

	 (s) Refinancing
		of Existing Credit Agreement. (i)
		All obligations under the Existing Agreement shall have been repaid in full,
		(ii) the Existing Agreement and all Loan 

	  

	 
		 
	 

	 
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	 Documents
		(as defined therein) shall have been terminated on terms satisfactory to the
		Administrative Agents and (iii) the Administrative Agents shall have received a
		payoff letter duly executed and delivered by the Company and the Administrative
		Agent under the Existing Agreement or other evidence of such termination, in
		each case in form and substance satisfactory to the Administrative
		Agents.

	  

	 (t) Debt
		Rating Condition. The
		Term Loan Facility shall be rated at least B- by S&P and at least B3 by
		Moody’s, both of which ratings shall remain in effect on the Closing
		Date.

	  

	 (u) Field
		Examination; Initial Appraisals. The
		Multi-Currency Administrative Agent shall be satisfied with the results of a
		field examination of the Company and its Subsidiaries conducted by
		Citicorp’s internal auditors no more than 10 days prior to the Closing
		Date and shall have received appraisals (the “Initial
		Appraisals”)
		of all Inventory, Accounts, Real Property and Equipment of the Company and the
		Subsidiary Guarantors, each in form and substance satisfactory to the
		Multi-Currency Administrative Agent.

	  

	 (v) Intellectual
		Property. The
		Administrative Agents shall have received a certificate of a Responsible
		Officer of the Company (which certificate shall be in form and substance
		reasonably satisfactory to the Administrative Agents) certifying that the
		Company has received from Murray, Devine & Co., Inc. an appraisal of its
		and its Subsidiaries’ Trademarks, Patents and certain other intangible
		assets valuing such Trademarks, Patents and intangible assets in excess of 167%
		of the aggregate principal amount of Term Loans made on the Closing
		Date.

	  

	 (w) Insurance. The
		Administrative Agents shall have received evidence reasonably satisfactory to
		them that the insurance policies required by Section
		10.5 and any
		Collateral Document are in full force and effect, together with endorsements
		naming the Collateral Agent, on behalf of the Secured Parties, as an additional
		insured or loss payee under all insurance policies to be maintained with
		respect to the properties of the Company and its Subsidiaries.

	  

	 Section
		9.2   Conditions
		to Each Extension of Credit.
		  The agreement of each Lender to make any Loan (other than any
		Revolving Credit Loan the proceeds of which are to be used exclusively to repay
		Refunded Swing Line Loans) requested to be made by it on any date, the
		agreement of each Local Fronting Lender to create any Acceptances to be created
		by it on any date and the agreement of the Issuing Lender to issue any Letter
		of Credit to be issued by it on any date (including, without limitation, its
		initial extension of credit), are subject to the satisfaction of the following
		conditions precedent:

	  

	 (a) Request
		for Borrowing or Issuance of Letter of Credit. With
		respect to any Loan, the applicable Administrative Agent (and, with respect to
		Swing Line Loans, the Swing Line Lender and, with respect to Local Loans, the
		relevant Local Fronting Lender) shall have received a duly executed Notice of
		Borrowing (or, in the case of Swing Line Loans, a duly executed Swing Line Loan
		Request), and, with respect to any Letter of Credit, the Multi-Currency
		Administrative Agent and the Issuing Lender shall have received a duly executed
		Application.

	  

	 (b) Representations
		and Warranties. Each
		of the representations and warranties made by each party to each Loan Document
		in or pursuant to this Agreement or any other Loan Document, or contained in
		any certificate or financial statement (other than estimates and projections
		which are (x) identified as such and (y) contained in any financial statement)
		

	  

	 
		 
	 

	 
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	 furnished
		at any time under or in connection with this Agreement or any other Loan
		Document shall be true and correct in all material respects on and as of such
		date as if made on and as of such date (except to the extent that such
		representations and warranties relate to a particular date, in which case such
		representations and warranties shall be true and correct in all material
		respects on and as of such date), both before and after giving effect to such
		Loan, the creation of such Acceptance or the issuance of such Letter of Credit,
		as the case may be, and to all other extensions of credit to be made on such
		date and the use of the proceeds thereof.

	  

	 (c) No
		Default. No
		Event of Default and no Default shall have occurred and be continuing on such
		date, before and after giving effect to the extensions of credit requested to
		be made on such date.

	  

	 (d) Borrowing
		Base. The
		Company shall have delivered the Borrowing Base Certificate most recently
		required to be delivered by Section
		10.17. After
		giving effect to the Loans requested to be made, the Acceptances requested to
		be created or the Letters of Credit requested to be issued on any such date and
		the use of proceeds thereof, the Aggregate Outstanding Multi-Currency
		Extensions of Credit shall not exceed the Maximum Multi-Currency Availability
		at such time.

	  

	 (e) Liquidity
		Event Period. On
		such date, and after giving effect to the extensions of credit requested to be
		made on such date, either (i) no Liquidity Event Period shall have commenced
		and be continuing or (ii) if a Liquidity Event Period shall have commenced and
		be continuing, the Consolidated Fixed Charge Coverage Ratio of the Company and
		its Subsidiaries for the period of four consecutive fiscal quarters of the
		Company ending on the last day of the most recent fiscal quarter prior to such
		date shall be greater than or equal to 1.00 to 1.00.

	  

	 Each
		borrowing by, and Letter of Credit issued on behalf of, a Borrower hereunder
		(including, without limitation, each borrowing effected through the creation of
		an Acceptance) shall constitute a representation and warranty by the Company
		and (to the extent that such Borrower is not the Company) such Borrower, as of
		the date of such borrowing or other extension of credit, that the conditions
		contained in paragraphs
		(b),
		(c), (d) and
		(e) of
		this
		Section 9.2 have
		been satisfied.

	  

	 Section
		9.3   Conditions
		to Each Facilities Increase.
		  Each Facilities Increase shall not become effective prior to the
		satisfaction of all of the following conditions precedent:

	  

	 (a) Certain
		Documents. The
		Multi-Currency Administrative Agent shall have received on or prior to the
		Facilities Increase Date for such Facilities Increase each of the following,
		each dated such Facilities Increase Date unless otherwise indicated or agreed
		to by the Multi-Currency Administrative Agent and each in form and substance
		satisfactory to the Multi-Currency Administrative Agent:

	  

	 (i) written
		commitments duly executed by existing Lenders (or their Affiliates or Approved
		Funds) or Eligible Assignees in an aggregate amount equal to the amount of the
		proposed Facilities Increase (as agreed between the Company and the
		Multi-Currency Administrative Agent but in any case not to exceed, in the
		aggregate for all such Facilities Increases, the maximum amount set forth in
		Section
		3.1(b)) and,
		in the case of each such Eligible Assignee or Affiliate or Approved Fund that
		is not an existing Lender, an assumption agreement in form and substance
		satisfactory to the Multi-

	  

	 
		 
	 

	 
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	 Currency
		Administrative Agent and duly executed by the Company, the Multi-Currency
		Administrative Agent and such Affiliate, Approved Fund or Eligible
		Assignee;

	  

	 (ii) an
		amendment to this Agreement (including to Schedule
		II),
		effective as of the Facilities Increase Date and executed by the Company and
		the Administrative Agents, to the extent necessary to implement terms and
		conditions of the Facilities Increase as agreed by the Company and the
		Multi-Currency Administrative Agent but which, in any case, shall not be
		materially different from the existing Multi-Currency Facility;

	  

	 (iii) certified
		copies of resolutions of the Board of Directors of the Company and each
		Guarantor approving the consummation of such Facilities Increase and the
		execution, delivery and performance of the corresponding amendments to this
		Agreement and the other documents to be executed in connection
		therewith;

	  

	 (iv) a
		favorable opinion of counsel for the Company and each Guarantor, addressed to
		the Administrative Agents, the Lenders and the Issuing Lenders and in form and
		substance and from counsel reasonably satisfactory to the Multi-Currency
		Administrative Agent; and

	  

	 (v) such
		other document as the Multi-Currency Administrative Agent may reasonably
		request or as any Lender participating in such Facilities Increase may require
		as a condition to its commitment in such Facilities Increase.

	  

	 (b) Fee
		and Expenses Paid. There
		shall have been paid to the Multi-Currency Administrative Agent, for the
		account of the Multi-Currency Administrative Agent and the Lenders
		participating in such Facilities Increase on such Facilities Increase Date, as
		applicable, all fees and expenses (including reasonable fees and expenses of
		counsel) due and payable on or before the Facilities Increase
		Date.

	  

	 (c) Other
		Conditions. (i)
		The conditions precedent set forth in Section
		9.2 shall
		have been satisfied both before and after giving effect to such Facilities
		Increase and (ii) such Facilities Increase shall be made on the terms and
		conditions set forth in Section
		3.1(b).


	  

	 ARTICLE
		X

	  

	 AFFIRMATIVE
		COVENANTS

	  

	 The
		Company hereby agrees that, until the Payment Obligations have been Fully
		Satisfied:

	  

	 Section
		10.1   Financial
		Statements.
		  The Company will furnish to each Lender, through the Administrative
		Agents:

	  

	 (a) as soon
		as available, but in any event within 90 days after the end of each fiscal year
		of the Company, a copy of the consolidated balance sheet of the Company and its
		Subsidiaries as at the end of such fiscal year and the related consolidated
		statements of operations and stockholders’ equity and cash flows for such
		year, setting forth in each case in comparative form (to the extent that such
		information has not previously been provided to the Lenders in form
		substantially similar to that required pursuant to this Section
		10.1(a)) the
		figures for the previous year, certified without a “going
		concern”
		or like qualification or exception, or qualification 

	  

	 
		 
	 

	 
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	 arising
		out of the scope of the audit, by KPMG LLP or other independent certified
		public accountants of nationally recognized standing reasonably acceptable to
		the Administrative Agents;

	  

	 (b) as soon
		as available, but in any event within 90 days after the end of each fiscal year
		of the Company, a copy of (i) the annual business plan of the Company and its
		Subsidiaries for the next succeeding fiscal year, including model quarterly
		balance sheets and statements of operations and of cash flow, (ii) a two-year
		model (including, without limitation, model annual balance sheets and
		statements of operations and of cash flow) for the Company and its Subsidiaries
		and (iii) a two-year model (including, without limitation, model annual balance
		sheets and statements of operations and of cash flow) for Revlon and its
		Subsidiaries, and all of the foregoing shall be in form and detail reasonably
		satisfactory to the Administrative Agents and shall be certified by a
		Responsible Officer of the Company; and

	  

	 (c) as soon
		as available, but in any event within 45 days after the end of each of the
		first three fiscal quarters of each fiscal year of the Company, a copy of (i)
		the unaudited consolidated, condensed balance sheets of the Company and its
		Subsidiaries as at the end of each such quarter, (ii) the related unaudited
		consolidated, condensed statements of operations and of cash flows for the
		portion of the fiscal year through such date and (iii) the related unaudited
		consolidated, condensed statements of operations for such quarterly period,
		setting forth in each case in comparative form (to the extent that such
		information has not previously been provided to the Lenders in form
		substantially similar to that required pursuant to this Section
		10.1(c)) the
		figures for the corresponding fiscal period of the previous year (other than
		the balance sheets, which shall present such corresponding figures at the last
		day of the previous fiscal year), certified (subject to normal year-end audit
		adjustments) by a Responsible Officer of the Company; 


	  

	 all such
		financial statements to be prepared in reasonable detail and (except as
		approved by such accountants or Responsible Officer, as the case may be, and
		disclosed therein) in accordance with GAAP applied consistently throughout the
		periods reflected therein (subject, in the case of interim periods, to normal
		year-end adjustments and the absence of notes).

	  

	 Section
		10.2   Certificates;
		Other Information.
		  The Company will furnish to each Lender, through the Administrative
		Agents:

	  

	 (a) concurrently
		with the delivery of its financial statements referred to in Section
		10.1(a), a
		certificate of the independent certified public accountants certifying such
		financial statements, to the extent available pursuant to the policies and
		procedures of such independent certified public accountants, stating that in
		making the examination necessary therefor, no knowledge was obtained of any
		Default or Event of Default with respect to Section
		11.1, except
		as specified in such certificate (which certificate may be limited by
		applicable accounting rules or guidelines);

	  

	 (b) concurrently
		with the delivery of its financial statements referred to in Section
		10.1(a) and
		(c), a
		certificate of a Responsible Officer of the Company, substantially in the form
		of Exhibit
		M (Form of Compliance Certificate), and if
		such certificate demonstrates an Event of Default of the covenant contained in
		Section
		11.1(b), the
		Company may deliver together with such certificate, notice of its intent to
		cure (a “Notice
		of Intent to Cure”)
		such Event of Default pursuant to Section
		12.2;


	  

	 
		 
	 

	 
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	 (c) within
		five days after the same are sent, copies of all financial statements and
		reports which the Company or any of its Subsidiaries and any Parent of the
		Company sends to holders of its publicly traded debt or equity securities, and
		within five days after the same are filed, copies of all financial statements
		and reports (including copies of all registration statements, proxy statements
		and regular and periodic reports, if any) which any of such Persons may make
		to, or file with, the Securities and Exchange Commission or any successor
		thereto;

	  

	 (d) within
		10 days following the last day of each fiscal quarter of the Company
		(commencing with the fiscal quarter ended September 30, 2004), a schedule
		listing (i) all Subsidiaries of the Company as of the last day of the fiscal
		quarter most recently ended, (ii) all Subsidiaries of the Company which have
		been acquired or created during the fiscal quarter then ended and (iii) all
		Persons which have ceased to be Subsidiaries of the Company during such prior
		fiscal quarter of the Company;

	  

	 (e) at least
		10 days prior to the issuance thereof, a certificate of a Responsible Officer
		of the Company as to the issuance of any letter of credit permitted by
		Section
		11.2(m), which
		certificate shall include (i) the amount of such letter of credit (including,
		with respect to any such letter of credit that is denominated in a currency
		other than Dollars, the Equivalent in Dollars thereof), (ii) the stated expiry
		date thereof, (iii) the issuer thereof and (iv) the beneficiary
		thereof;

	  

	 (f) promptly
		after the delivery of the same to the M&F Lender, any request for a
		borrowing of a M&F Loan; and

	  

	 (g) promptly,
		such additional documents and financial and other information (including,
		without limitation, amendments to the Certificate of Incorporation and By-Laws
		of such Person) relating to REV Holdings and its Subsidiaries (or, at any time
		when REV Holdings ceases to have any significant Indebtedness, Revlon and its
		Subsidiaries) as any Agent, or any Lender acting through the Administrative
		Agents, may from time to time reasonably request.

	  

	 Section
		10.3   Payment
		of Obligations.
		  The Company will, and will cause each of its Subsidiaries to, pay,
		discharge or otherwise satisfy at or (to the extent not otherwise prohibited
		hereunder) before maturity or before they become delinquent, as the case may
		be, all its Indebtedness and other material obligations of whatever nature,
		except when the amount or validity thereof is then being contested in good
		faith by appropriate proceedings and reserves with respect thereto to the
		extent, if any, required by GAAP have been provided on the books of the Company
		or such Subsidiary, as the case may be. Notwithstanding anything to the
		contrary in the foregoing sentence, the Company shall not be in default under
		this Section
		10.3 unless
		the aggregate amount of non-contested Indebtedness or obligations which it and
		its Subsidiaries have so failed to pay, discharge or satisfy before they become
		delinquent and which remain delinquent at the time of determination is more
		than $10,000,000 (or, with respect to any other currency, the Equivalent
		thereof) in the aggregate.

	  

	 Section
		10.4   Conduct
		of Business and Maintenance of Existence.
		  Except as permitted by this Agreement, the Company will continue to
		engage in business of the same general type as now conducted by it; and, except
		as permitted by this Agreement, the Company will, and will cause each of its
		Subsidiaries to, preserve, renew and keep in full force and effect its
		corporate existence and take all reasonable action to maintain all rights,
		privileges and franchises necessary or desirable in the normal conduct of its
		business, except as otherwise permitted pursuant to Sections 11.5 and
		11.6, and
		comply with all Contractual Obligations and Requirements of Law except to the
		extent that all failures to comply therewith would not in the 

	  

	 
		 
	 

	 
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	 aggregate,
		be reasonably likely to have a Material Adverse Effect. The Company will not
		make any material change in its present method of conducting business. The
		Company will cause each of its Subsidiaries to engage primarily in no business
		other than the business of developing, manufacturing, distributing and/or
		selling (including marketing and advertising) beauty, skin care, fragrance,
		personal care and/or related products (or of holding properties incidental to
		such businesses).

	  

	 Section
		10.5   Maintenance
		of Property; Insurance.
		  The Company will, and will cause each of its Subsidiaries to, (a)
		keep all property useful and necessary in its business in good working order
		and condition, except where the failure to do so would not, in the aggregate,
		be reasonably likely to have a Material Adverse Effect and (b) maintain with
		financially sound and reputable insurance companies insurance on such of its
		property and against such liabilities in at least such amounts and against at
		least such risks as are customarily insured against in the same general area by
		companies engaged in the same or a similar business and furnish to the Agents,
		upon written request, and to each Lender which makes a written request through
		the Administrative Agents, reasonable information as to the insurance
		carried.

	  

	 Section
		10.6   Inspection
		of Property; Books and Records; Discussions.
		  The Company will, and will cause each of its Subsidiaries to, (a)
		keep proper books of accounts and records in which entries in conformity in all
		material respects with all Requirements of Law shall be made of all dealings
		and transactions in relation to its businesses and activities and which shall
		permit the preparation of financial statements in conformity with GAAP and (b)
		permit representatives of any Administrative Agent or the Collateral Agent to
		visit and inspect such of its properties during normal business hours as such
		Administrative Agent or Collateral Agent reasonably may request and (during
		such visit or inspection, or otherwise upon request by an Administrative Agent
		or Collateral Agent) examine and make abstracts from such of its books and
		records as it may reasonably request at any reasonable time and as often as may
		reasonably be desired, and to discuss the business, condition (financial or
		otherwise), performance, properties and prospects of the Company and its
		Subsidiaries with officers and employees of the Company and its Subsidiaries
		and with its then independent certified public accountants.

	  

	 Section
		10.7   Notices.
		  The Company will promptly give notice to the Administrative Agents
		and each Lender, through the Administrative Agents:

	  

	 (a) of the
		occurrence of any Default or Event of Default; provided,
		however, that
		with respect to any Default or Event of Default arising under Section
		12.1(q), the
		Company will give notice thereof to the Administrative Agents no later than the
		first Business Day after its becoming aware of the occurrence of any Default or
		Event of Default thereunder; 


	  

	 (b) of any
		default or event of default by the Company or any of its Subsidiaries under any
		Contractual Obligation of the Company or any of its Subsidiaries or the
		institution of, or the occurrence of any material adverse change, in the status
		or likely result of, any litigation, investigation or proceeding which may
		exist at any time between the Company or any of its Subsidiaries and any
		Governmental Authority or any other Person which, in any of the foregoing
		cases, would be reasonably likely to have a Material Adverse
		Effect;

	  

	 (c) of any
		default or event of default by Revlon or (to its actual knowledge) REV
		Holdings, Revlon Holdings, M&FH, M&F, M&FG or Mafco Guarantor Corp.
		under any agreements or other instruments governing Indebtedness of such Person
		involving an aggregate amount in excess of $5,000,000 (or, with respect to any
		other currency, the Equivalent thereof);

	  

	 
		 
	 

	 
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	 (d) of (i)
		any violation or noncompliance by the Company or any of its Subsidiaries or, to
		the best of its knowledge, any other Person of any Environmental Laws which
		would be reasonably likely to have a Material Adverse Effect or (ii) any
		liability or potential liability to the Company or any of its Subsidiaries or,
		to the best of its knowledge, to any other Person under, any Environmental Laws
		which would be reasonably likely to have a Material Adverse
		Effect;

	  

	 (e) of any
		of the following events, as soon as possible, and in any event, within 30 days
		after the Company knows or has reason to know thereof:

	  

	 (i) the
		occurrence or expected occurrence of any Reportable Event with respect to any
		Plan; or

	  

	 (ii) the
		institution of proceedings or the taking or expected taking of any other action
		by PBGC or the Company or any Commonly Controlled Entity to terminate, withdraw
		or partially withdraw from any Plan and with respect to a Multiemployer Plan,
		the Reorganization or Insolvency of such Plan;

	  

	 if such
		Reportable Event, termination, withdrawal or partial withdrawal (and, in the
		case of any Multiemployer Plan, its Reorganization or Insolvency) would be
		reasonably likely to result in liability to the Company and the Guarantors, in
		the aggregate, in excess of $1,000,000;

	  

	 (f) of a
		material adverse change in the business, condition (financial or otherwise),
		operations, performance, properties or prospects of the Company and its
		Subsidiaries taken as a whole, or of any event which would be reasonably likely
		to materially adversely affect the ability of the Company and its Subsidiaries
		taken as a whole to perform their obligations under the Loan Documents;
		and

	  

	 (g) of the
		consummation of any transaction permitted by Section
		11.8(e), which
		notices shall, in any event, be given within five Business Days
		thereafter.

	  

	 Each
		notice pursuant to this Section
		10.7 shall
		be accompanied by a statement of a Responsible Officer of the Company setting
		forth details of the occurrence referred to therein and stating what action the
		Company proposes to take with respect thereto.

	  

	 Section
		10.8   Maintenance
		of Corporate Identity.
		  The Company will operate its businesses, and will cause its
		Subsidiaries to operate their respective businesses, and maintain their
		records, independently from any Person (a “Parent”)
		which, directly or indirectly, is in control (as defined in Rule 12b-2 under
		the Securities Exchange Act of 1934, as amended) of the Company and
		independently from any Subsidiary of such Parent other than the Company and its
		Subsidiaries; and the Company will maintain bank accounts separate from the
		bank accounts of each Parent of the Company and act solely in its own corporate
		name and through its own authorized officers and agents.

	  

	 Section
		10.9   Environmental
		Laws.
		  The Company will, and will cause each of its Subsidiaries
		to:

	  

	 (a) Comply
		with and require compliance by all tenants and subtenants, if any, with all
		Environmental Laws and obtain and comply with and maintain, and require that
		all tenants and subtenants obtain and comply with and maintain, any and all
		licenses, approvals, registrations or permits required by Environmental Laws
		except to the extent that the failure to do 

	  

	 
		 
	 

	 
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	 so
		either individually or in the aggregate would not be reasonably likely to have
		a Material Adverse Effect; and

	  

	 (b) Conduct
		and complete all investigations, studies, sampling and testing, and all
		remedial, removal and other actions required under Environmental Laws and
		promptly comply with all orders and directives of all Governmental Authorities
		respecting Environmental Laws, except (i) to the extent that the failure to
		perform any obligations contained in this clause
		(b) would
		not be reasonably likely to have a Material Adverse Effect or (ii) to the
		extent that such obligations are being contested in good faith by appropriate
		proceedings and provided that the pendency of any and all such proceedings
		would not be reasonably expected to have a Material Adverse Effect.


	  

	 Section
		10.10   Additional
		Guaranties.
		  The Company will from time to time cause each Domestic Subsidiary
		thereof which has not previously done so to execute and deliver to the
		Administrative Agents duly executed supplements and amendments to the Guaranty,
		in each case, in form and substance satisfactory to the Administrative Agents.
		In the event that there shall be a change in law that eliminates the adverse
		tax consequences to the Company or any of its Subsidiaries that would have
		resulted on the date hereof (so that such consequences, if any, are immaterial)
		from the guaranty by any Foreign Subsidiary of the Payment Obligations, the
		Company will cause each of its Foreign Subsidiaries to execute and deliver to
		the Administrative Agents duly executed supplements and amendments to the
		Guaranty, in each case, in form and substance satisfactory to the
		Administrative Agents. Each such supplement or amendment shall be accompanied
		by such resolutions, incumbency certificates and legal opinions as are
		reasonably requested by the Administrative Agents and are in form and substance
		reasonably satisfactory to the Administrative Agents.

	  

	 Section
		10.11   Additional
		Stock Pledges.
		  (a) The Company will, and will cause each of its Domestic
		Subsidiaries to, pledge to the Collateral Agent 100% of the issued and
		outstanding Stock and Stock Equivalents (other than directors’ qualifying
		shares) of each Domestic Subsidiary of the Company which has not previously
		been pledged hereunder. Such pledge shall be granted pursuant to duly executed
		joinders and amendments to the Pledge and Security Agreement and, if
		applicable, the other Security Documents, in each case in form and substance
		reasonably satisfactory to the Administrative Agents.

	  

	 
		
		  (b) Except
		  to the extent set forth in Section
		  10.16, the
		  Company will, and will cause each of the Subsidiary Guarantors to, pledge to
		  the Collateral Agent 66% (rounded downward to eliminate any fraction of a
		  share) of the issued and outstanding shares of each class of Stock and Stock
		  Equivalents entitled to vote (within the meaning of Treasury Regulation Section
		  1.956-2(c)(2)) (“Voting
		  Stock”)
		  and 100% of the issued and outstanding shares of each class of Stock and Stock
		  Equivalents not entitled to vote (within the meaning of such regulation)
		  (“Non-Voting
		  Stock”)
		  of each first-tier Foreign Subsidiary of the Company or such Subsidiary
		  Guarantor which (in each case) is owned of record by the Company or such
		  Subsidiary Guarantor and which has not previously been pledged hereunder;
		  provided,
		  however, that
		  in no event shall the Company and the Subsidiary Guarantors pledge an aggregate
		  amount of Voting Stock that exceeds 66% of the total outstanding Voting Stock
		  (taken as a whole) of any first-tier Foreign Subsidiary of the Company or such
		  Subsidiary Guarantor. Each such pledge shall be granted pursuant to duly
		  executed joinders and amendments to the Pledge and Security Agreement and if
		  applicable, the other Security Documents, in each case, as (x) the New Term
		  Loan Administrative Agent deems necessary or advisable in order to effectively
		  grant a valid, perfected and enforceable security interest in the Pledged Stock
		  delivered thereto under the laws of the State of New York and, if such issuer
		  of Pledged Stock is organized under the laws of the United 
		

	 

	  

	 
		 
	 

	 
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	 Kingdom,
		Canada or Bermuda and, if requested by the New Term Loan Administrative Agent
		in its sole discretion exercised reasonably and in accordance with customary
		business practices for comparable financing transactions, such other
		jurisdiction in which the issuer of such Pledged Stock is organized to the
		extent such jurisdiction constitutes, directly or indirectly, one of the top
		five net revenue generating markets of the Company and its Subsidiaries and (y)
		is in form and substance reasonably satisfactory to the New Term Loan
		Administrative Agent. Notwithstanding the foregoing, unless either the New Term
		Loan Administrative Agent or the Required Lenders (as defined in the New Term
		Loan Agreement) shall at any time otherwise reasonably request, no such pledge
		shall be required pursuant to this Section
		10.11(b) with
		respect to the Stock and Stock Equivalents of any first-tier Foreign Subsidiary
		listed on Schedule
		8.13 which
		is not pledged on the Closing Date or is acquired or formed after the date
		hereof and either (A) is listed on Schedule
		8.13 as
		being slated for liquidation, dissolution or merger or (B) does not have assets
		in excess of $5,000,000 (or, with respect to any other currency, the Equivalent
		thereof). 

	  

	 (c) Each
		joinder and amendment to the Pledge and Security Agreement and the other
		Security Documents required to be executed and delivered pursuant to this
		Section
		10.11 shall
		be promptly executed and delivered after the organization, acquisition or
		identification of any such Subsidiary Guarantor or first-tier Foreign
		Subsidiary and shall be accompanied by share certificates evidencing the
		Pledged Stock thereunder (to the extent that such Pledged Stock is
		certificated), together with an undated stock power for each such share
		certificate (duly executed in blank and delivered by a duly authorized officer
		of the pledgor of the Pledged Stock represented by such certificate). Each
		joinder and amendment to the Pledge and Security Agreement and the other
		Security Documents executed and delivered pursuant to this Section
		10.11 shall
		be accompanied by (i) in the case of the pledge of Stock or Stock Equivalents
		of any Foreign Subsidiary, evidence of the taking of all such other actions as
		may be necessary or appropriate for the perfection and first priority of such
		pledge, and (ii) in the case of any Subsidiary, such resolutions, incumbency
		certificates and legal opinions as are reasonably requested by the
		Administrative Agents and shall otherwise be in form and substance reasonably
		satisfactory to the Administrative Agents.

	  

	 (d) In the
		event that there shall be a change in law that eliminates the adverse tax
		consequences to the Company or any of its Subsidiaries that would have resulted
		on the date hereof (so that such consequences, if any, are immaterial) from the
		pledge of 66-2/3% or more of the Voting Stock of any Foreign Subsidiary, the
		Company will, and will cause each of its Subsidiaries to, (i) pledge such
		additional amount of shares of such Voting Stock (with respect to each Foreign
		Subsidiary the Voting Stock of which then is pledged hereunder) and (ii)
		notwithstanding the provisions of Section
		10.11(b), pledge
		the maximum amount of shares of such Voting Stock (with respect to each Foreign
		Subsidiary the Voting Stock of which is pledged thereafter), in each case which
		can be so pledged without the incurrence of adverse tax consequences and take
		or cause to be taken such further action as the Administrative Agents may
		reasonably request (including, without limitation, the delivery of legal
		opinions) in order to perfect its security interest in such stock.


	  

	 Section
		10.12   Additional
		Collateral.
		  The Company will cause each of its Subsidiary Guarantors which has
		not previously done so to execute and deliver to the Administrative Agents duly
		executed joinders and amendments to the Pledge and Security Agreement and, if
		applicable, the other Security Documents, in each case, in form and substance
		reasonably satisfactory to the Administrative Agents, and to take such other
		action as reasonably shall be necessary or as the Administrative Agents
		reasonably shall request to grant to the Collateral Agent a valid and
		enforceable first priority perfected security interest in all Collateral of
		such Subsidiary Guarantor (subject to any Liens permitted by Section
		11.3). Each
		such joinder 

	  

	 
		 
	 

	 
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	 and
		amendment shall be accompanied by such evidence of the taking of all actions as
		may be necessary or appropriate for the perfection and first priority of such
		security interest (including, without limitation, the filing of any necessary
		Uniform Commercial Code financing statements) and such resolutions, incumbency
		certificates and legal opinions as are reasonably requested by the
		Administrative Agents, all of which shall be in form and substance reasonably
		satisfactory to the Administrative Agents.


	  

	 Section
		10.13   Asset
		Transfers.
		  (a) Each of the Company and the Subsidiary Guarantors will grant to
		the Collateral Agent a first priority, perfected security interest (subject to
		any Liens thereon which are permitted to encumber the relevant asset pursuant
		to Section
		11.3) in all
		properties and assets (whether tangible or intangible) of a type that
		constitutes Collateral under any Security Document to which the Company or any
		Subsidiary Guarantor is a party which are sold, transferred, conveyed or
		otherwise distributed to the Company or any such Subsidiary Guarantor
		(including, without limitation, by way of merger or consolidation) from any
		Subsidiary of the Company simultaneously with the effectiveness of such sale,
		transfer, conveyance or other distribution.

	  

	 (b) The
		Company and each Subsidiary Guarantor will take such action from time to time
		as is necessary (or otherwise reasonably requested by the Administrative
		Agents) to ensure that the Collateral Agent at all times holds a perfected
		security interest in all Collateral under the Security Documents, except as
		otherwise permitted hereunder.

	  

	 Section
		10.14   Intellectual
		Property.
		  (a) The Company will, and will cause each of the Subsidiary
		Guarantors to, take such action as is necessary (or as otherwise is reasonably
		requested by the New Term Loan Administrative Agent) in order to grant to the
		Collateral Agent a first priority, perfected security interest in any copyright
		registration in which the Company or any of the Subsidiary Guarantors may from
		time to time obtain any interest. The
		Company will submit, and will cause each Subsidiary Guarantor to submit, to the
		Administrative Agents, by each January 31st and July 31st of each year
		following the Closing Date, commencing January 31, 2005 (or, if the New 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 New Term Loan Administrative Agent shall not so request more
		frequently than monthly), a Copyright Security Agreement (substantially in the
		form attached to the Pledge and Security Agreement or such other form
		reasonably acceptable to the New Term Loan Administrative Agent) confirming the
		security interest of the Collateral Agent in any Copyright acquired or with
		respect to which the Company or any Subsidiary Guarantor filed an application
		for copyright registration during the two prior calendar quarters, duly
		executed and in proper form for recordation in the United States Copyright
		Office.

	  

	 (b) The
		Company will, to the extent permitted by Title 15 of the United States Code,
		submit, and will cause each Subsidiary Guarantor to submit, to the United
		States Patent and Trademark Office for registration or recordation, as
		applicable: 

	  

	 (i) a
		completed application for trademark registration, in such class or classes as
		is in conformity with its ordinary business practice then in effect, of each
		Trademark acquired or adopted and used or intended to be used by it, with
		respect to any mark which, in the Company’s reasonable judgment, is a
		Significant Trademark; provided,
		however, that
		within 30 days after receipt of notice from the New Term Loan Administrative
		Agent, the Company shall, or shall cause the applicable Subsidiary Guarantor
		to, submit to the United States Patent and Trademark Office for registration a
		completed application for trademark registration, in such class or classes as
		is in 

	  

	 
		 
	 

	 
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	 conformity
		with its ordinary business practice then in effect, of any Trademark acquired
		or adopted and used or intended to be used by it, with respect to any mark
		which the Required Lenders (as defined in the New Term Loan Agreement)
		reasonably deem to be of such significance as to require the Company or such
		Subsidiary Guarantor to take such steps as may be necessary or desirable to
		grant to the Collateral Agent a perfected, first priority security interest in
		such Trademark to the extent that it has any ownership interest in such
		Trademark which is registerable by it under trademark or other applicable law;
		and

	  

	 (ii) with
		respect to any interest acquired after the date hereof by the Company or any of
		its Subsidiaries in a Significant Trademark, any appropriate assignment to the
		Company or such Subsidiary Guarantor of the interest acquired by it in the
		United States in such Significant Trademark, including, without limitation, all
		previously unrecorded assignments to the Company’s or such Subsidiary
		Guarantor’s predecessors-in-interest of which the Company or any
		Subsidiary Guarantor is or becomes aware.

	  

	 The
		Company will, and will cause each Subsidiary Guarantor to, use its respective
		commercially reasonable best efforts to comply with all requirements of the
		Lanham Act and the rules and regulations thereunder, as from time to time in
		effect, or other applicable law necessary in order to validly register and
		maintain the registration of any such Significant Trademark with the United
		States Patent and Trademark Office, except as permitted pursuant to
		Sections
		10.4, 11.5
		and
		11.6 hereof.
		The Company will submit, and will cause each Subsidiary Guarantor to submit, to
		the Administrative Agents, by each January 31st and July 31st of each year
		following the Closing Date, commencing January 31, 2005 (or, if the New 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 New Term Loan Administrative Agent shall not so request more
		frequently than monthly), a Trademark Security Agreement (substantially in the
		form attached to the Pledge and Security Agreement or such other form
		reasonably acceptable to the New Term Loan Administrative Agent) confirming the
		security interest of the Collateral Agent in any Trademark acquired or with
		respect to which the Company or any Subsidiary Guarantor filed an application
		for trademark registration during the two prior calendar quarters, duly
		executed and in proper form for recordation in the United States Patent and
		Trademark Office.

	  

	 (c) The
		Company will, to the extent permitted by Title 35 of the United States Code,
		submit, and will cause each Subsidiary Guarantor to submit, to the United
		States Patent and Trademark Office for issuance or recordation, as
		applicable:

	  

	 (i) an
		application for letters patent for each patentable invention acquired by or
		invented by or for it which invention is of such a nature that the Company or
		its Subsidiaries, in accordance with its ordinary business practice then in
		effect, would file a patent application in the United States Patent and
		Trademark Office with respect to it; and

	  

	 (ii) with
		respect to any interest acquired after the date hereof by the Company or any of
		its Subsidiaries in a Patent, any appropriate assignment to the Company or such
		Domestic Subsidiary of the interest acquired by it in the United States in such
		Patent, including, without limitation, all previously unrecorded assignments to
		the Company’s or such Domestic Subsidiary’s predecessors-in-interest
		of which the Company or any Subsidiary Guarantor is or becomes
		aware.

	  

	 
		 
	 

	 
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	 The
		Company will, and will cause each Subsidiary Guarantor to, use its respective
		commercially reasonable best efforts to comply with all requirements of the
		United States Patent Act and the rules and regulations thereunder, as from time
		to time in effect, or other applicable law necessary in order to validly obtain
		and maintain any Patent with the United States Patent and Trademark Office,
		except as permitted pursuant to Sections 10.4,
		11.5 and
		11.6 hereof.
		The Company will submit, and will cause each Subsidiary Guarantor to submit, to
		the Administrative Agents, by each January 31st and July 31st of each year
		following the Closing Date, commencing January 31, 2005 (or, if the
		Administrative Agents 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 Administrative Agents shall not so request more frequently than
		monthly), a Patent Security Agreement (substantially in the form attached to
		the Pledge and Security Agreement or such other form reasonably acceptable to
		the New Term Loan Administrative Agent) confirming the security interest of the
		Collateral Agent in any Patent acquired or with respect to which the Company or
		any Subsidiary Guarantor filed an application for letters patent during the two
		prior calendar quarters, duly executed and in proper form for recordation in
		the United States Patent and Trademark Office.

	  

	 (d) Notwithstanding
		anything to the contrary contained in this Section
		10.14, the
		Company and its Subsidiaries shall have the right to license their respective
		Patents and Trademarks to third parties on an arms’ length basis;
		provided,
		however, that,
		except with respect to Trademarks and Patents which constitute Disposition
		Assets or with respect to which the only substantial use by the Company and its
		Subsidiaries is in connection with a business constituting a Disposition Asset,
		that any such license of (i) a Trademark shall be for use with respect to
		products which are not reasonably likely to be competitive with those produced
		and/or marketed by the Company and its Subsidiaries and (ii) a Patent shall be
		for applications which would not be reasonably likely to diminish the value of
		any product line of the Company and its Subsidiaries, except for, in the case
		of each of clause
		(i) and
		(ii),
		licenses or cross-licenses granted by the Company or any such Subsidiary in
		connection with the settlement or other disposition of litigation or other
		disputes with respect to Patents or Trademarks, provided,
		however, that
		such licenses or cross-licenses shall be granted (x) in the reasonable business
		judgment of the Company or any such Subsidiary, or (y) as may be required by
		any Governmental Authority having jurisdiction over any such litigation or
		dispute. Each Administrative Agent and each Lender hereby acknowledges and
		agrees that any security interest held by the Collateral Agent in any Patent or
		Trademark which is licensed in accordance with the provisions of this
		Section
		10.14(d) shall
		be subordinate to such license agreement and each Lender hereby instructs the
		Administrative Agents to execute and deliver such instruments, documents and
		agreements as the Company reasonably may request in order to confirm such
		subordination.

	  

	 Section
		10.15   Additional
		Mortgages.  
		With respect to any fee interest in any real property located in the United
		States having a value (together with improvements thereon) of at least
		$7,500,000 acquired after the Closing Date by the Company or any of its
		Domestic Subsidiaries, the Company or such Subsidiary shall promptly (and in
		any event within 45 days after (x) the acquisition thereof or (y) in the case
		of costs and expenses referred to in clause
		(c) below, the
		receipt of an invoice in respect thereof) (a) execute and deliver a
		first-priority and a second-priority Mortgage, in favor of the Collateral
		Agent, for the benefit of the holders of the Secured Obligations, covering such
		real property (subject to Customary Permitted Liens, Liens securing the
		Designated Eligible Obligations as provided for in the Intercreditor Agreement
		and other Liens approved by the Multi-Currency Administrative Agent), (b) if
		requested by the Multi-Currency Administrative Agent, provide all Mortgage
		Supporting Documents relating thereto and (c) pay all costs and expenses
		associated with the foregoing.

	  

	 
		 
	 

	 
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	 Section
		10.16   Post-Closing
		Matters.
		  The
		Company shall, and shall cause each of its Subsidiaries to, deliver each of the
		documents, instruments and agreements set forth on Schedule
		10.16 within
		the time periods set forth on such Schedule.

	  

	 Section
		10.17   Borrowing
		Base Determination.
		  (a) The Company may deliver from time to time a Borrowing Base
		Certificate, but in any event shall deliver a Borrowing Base Certificate (i) as
		soon as available but in any event not later than 15 days after the end of each
		fiscal month and (ii) during a Liquidity Event Period or if an Event of Default
		has occurred and is continuing, not later than 5 days after the end the last
		day of each week (containing available updated figures for Eligible Receivables
		but not, unless otherwise available, Eligible Inventory), in each case,
		executed by a Responsible Officer of the Company.

	  

	 (b) The
		Company may and, upon request of the Multi-Currency Administrative Agent, shall
		conduct, or cause to be conducted, at its expense, and present to the
		Multi-Currency Administrative Agent for approval, such Appraisals,
		investigations and reviews as the Multi-Currency Administrative Agent shall
		request for the purpose of determining the Borrowing Base, all upon reasonable
		notice and at such times during normal business hours and as often as may be
		reasonably requested; provided,
		however, that
		unless a Default or Event of Default shall be continuing, the Multi-Currency
		Administrative Agent shall request no more than four such Appraisals,
		investigations and reviews during any calendar year. The Company shall furnish
		to the Multi-Currency Administrative Agent any information that the
		Multi-Currency Administrative Agent may reasonably request regarding the
		determination and calculation of the Borrowing Base including correct and
		complete copies of any invoices, underlying agreements, instruments or other
		documents and the identity of all Account Debtors in respect of the Accounts
		referred to therein.

	  

	 (c) The
		Company shall promptly notify the Multi-Currency Administrative Agent in
		writing in the event that at any time the Company receives or otherwise gains
		knowledge that (i) the Borrowing Base is less than 90% of the Borrowing Base
		reflected in the most recent Borrowing Base Certificate delivered pursuant to
		clause
		(a) above,
		(ii) the outstanding Aggregate Outstanding Multi-Currency Extensions of Credit
		exceed the Maximum Multi-Currency Availability as a result of a decrease
		therein, in which case such notice shall also include the amount of such excess
		or (iii) a Liquidity Event Period has begun.

	  

	 (d) The
		Multi-Currency Administrative Agent may, at the Company’s sole cost and
		expense, make test verifications of the Accounts and physical verifications of
		the Inventory in any manner and through any medium that the Multi-Currency
		Administrative Agent reasonably considers advisable, and the Company shall
		furnish all such assistance and information as the Multi-Currency
		Administrative Agent may reasonably require in connection therewith;
		provided,
		however, that
		unless a Default or Event of Default shall be continuing, the Multi-Currency
		Administrative Agent shall request no more than four such verifications during
		any calendar year. At any time and from time to time, upon the Multi-Currency
		Administrative Agent’s request and at the expense of the Company, the
		Company shall cause independent public accountants or others reasonably
		satisfactory to the Multi-Currency Administrative Agent to furnish to the
		Multi-Currency Administrative Agent reports showing reconciliations, aging and
		test verifications of, and trial balances for, the Accounts; provided,
		further, that
		unless a Default or Event of Default shall be continuing, (i) the
		Multi-Currency Administrative Agent shall request no more than four such
		reports during any calendar year and (ii) the Multi-Currency Administrative
		Agent shall request reports showing reconciliations only at the end of a fiscal
		quarter.

	  

	 
		 
	 

	 
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	 Section
		10.18   Tax
		Reporting.
		  Promptly after the Company determines that it intends to treat the
		Loans and the Letters of Credit and the related transactions contemplated
		hereby as a “reportable
		transaction”
		(within the meaning of Treasury Regulation Section 1.6011-4), the Company shall
		give the Administrative Agents written notice thereof and shall deliver to the
		Administrative Agents all U.S. Internal Revenue Service forms required in
		connection therewith.

	  

	 Section
		10.19   Control
		Accounts; Approved Deposit Accounts.  


	  

	 (a) The
		Company shall, and shall cause each of the Subsidiary Guarantors to, except
		cash or Cash Equivalents subject to a Lien permitted under Section
		11.3(c),
		(d),
		(p) or
		(q), (i)
		deposit in an Approved Deposit Account all cash and all Proceeds of any Account
		or General Intangible they receive from any other Person, (ii) not maintain any
		funds or other assets in any Securities Account that is not a Control Account
		and (iii) not establish or maintain any Deposit Account other than with a
		Deposit Account Bank; provided,
		however, that
		the Company and each of its Subsidiaries may deposit cash into and maintain (A)
		payroll, benefits, withholding tax, escrow, customs and other fiduciary
		accounts and (B) other accounts as long as the aggregate balance in all such
		other accounts does not exceed $5,000,000 at any time.

	  

	 (b) The
		Company shall, and shall cause each of the Subsidiary Guarantors, to instruct
		(or, with respect to General Intangibles, use commercially reasonable efforts
		to instruct) each Account Debtor with a principal place of business located in
		the jurisdictions permitted in clause
		(f) of the
		definition of “Eligible
		Receivables”
		obligated to make a payment to any of them under any Account or General
		Intangible to make payment, or to continue to make payment, to an Approved
		Deposit Account.

	  

	 (c) In the
		event (i) the Company, any Subsidiary Guarantor or any Deposit Account Bank
		shall, after the date hereof, terminate an agreement with respect to the
		maintenance of an Approved Deposit Account for any reason, (ii) the
		Multi-Currency Administrative Agent shall demand such termination as a result
		of the failure of a Deposit Account Bank to comply in any material respect with
		the terms of the applicable Deposit Account Control Agreement or (iii) the
		Multi-Currency Administrative Agent determines in its sole discretion exercised
		reasonably that the financial condition of a Deposit Account Bank has
		materially deteriorated, the Company shall, and shall cause each Subsidiary
		Guarantor to, notify all of their respective obligors that were making payments
		to such terminated Approved Deposit Account to make all future payments to
		another Approved Deposit Account.

	  

	 (d) In the
		event (i) the Company, any Subsidiary Guarantor or any Approved Securities
		Intermediary shall, after the date hereof, terminate an agreement with respect
		to the maintenance of a Control Account for any reason, (ii) the Multi-Currency
		Administrative Agent shall demand such termination as a result of the failure
		of an Approved Securities Intermediary to comply with the terms of the
		applicable Securities Account Control Agreement or (iii) the Multi-Currency
		Administrative Agent determines in its sole discretion exercised reasonably
		that the financial condition of an Approved Securities Intermediary has
		materially deteriorated, the Company shall, and shall cause each Subsidiary
		Guarantor to, notify all of its obligors that were making payments to such
		terminated Control Account to make all future payments to another Control
		Account.

	  

	 (e) Any
		Administrative Agent may establish one or more Cash Collateral Accounts with
		such depositaries and Securities Intermediaries as it in its sole discretion
		shall determine to the extent expressly contemplated in any Loan Document and
		shall (or direct the 

	  

	 
		 
	 

	 
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	 Collateral
		Agent to) apply the all funds on deposit in such Cash Collateral Account as so
		contemplated. Funds on deposit in any Cash Collateral Account may be invested
		(but the applicable Administrative Agent shall be under no obligation to make
		any such investment) in Cash Equivalents at the direction of the applicable
		Administrative Agent and, except during a Liquidity Event Period or the
		continuance of an Event of Default, the applicable Administrative Agent agrees
		with the Company to direct the Collateral Agent to issue Entitlement Orders for
		such investments in Cash Equivalents as requested by the Company; provided,
		however, that
		neither any Administrative Agent nor the Collateral Agent shall have any
		responsibility for, or bear any risk of loss of, any such investment or income
		thereon.

	  

	 Section
		10.20   Landlord
		Waiver and Bailee’s Letters.


	  

	   The
		Company shall, and shall cause each of the Subsidiary Guarantors to, use
		commercially reasonable best efforts to deliver Landlord Waivers and
		Bailee’s Letters pursuant to Section
		10.16 and as
		the Multi-Currency Administrative Agent shall request from time to time in its
		sole discretion exercised reasonably and in accordance with customary business
		practices for comparable asset-based transactions.

	  

	 ARTICLE
		XI

	  

	 NEGATIVE
		COVENANTS

	  

	 The
		Company hereby agrees that, until the Payment Obligations are Fully
		Satisfied:

	  

	 Section
		11.1   Financial
		Covenants.
		  The Company will not:

	  

	 (a) [Intentionally
		Omitted.]

	  

	 (b) Consolidated
		Fixed Charge Coverage Ratio. Until
		all Payment Obligations arising under the Multi-Currency Facility have been
		Fully Satisfied, without the consent of the Required Multi-Currency Lenders, in
		the event a Liquidity Event Period has continued for at least 30 consecutive
		days, permit the Consolidated Fixed Charge Coverage Ratio of the Company and
		its Subsidiaries for any period of four consecutive fiscal quarters of the
		Company ending on the last day of the most recent fiscal quarter ending prior
		to or during such Liquidity Event Period to be less than 1.00 to
		1.00.

	  

	 Section
		11.2   Indebtedness.
		  The Company will not, and will not permit any of its Subsidiaries
		to, create, incur, assume or suffer to exist any Indebtedness, except
		for:

	  

	 (a) Indebtedness
		in respect of the Payment Obligations;

	  

	 (b) Indebtedness
		under the Senior Notes Indenture in respect of the Existing Senior Notes and
		Indebtedness under the Subordinated Notes Indenture, and any Indebtedness
		resulting from the refinancing of any such Indebtedness, or the refinancing of
		any of the Term Loans in whole or in part (subject to the payment of any
		applicable Prepayment Fee); provided,
		however, that
		(i) the primary obligor with respect to any such refinancing Indebtedness is
		the same as the primary obligor on the Indebtedness refinanced thereby and
		(except in the case of any Permitted Third Lien Financing) any contingent
		obligor of such refinancing Indebtedness was or would have been required to be
		a contingent obligor of the Indebtedness refinanced thereby (except to the
		extent that such primary obligor and/or contingent obligor may be substituted
		by a 

	  

	 
		 
	 

	 
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	 new
		primary obligor or contingent obligor, as the case may be, which has no
		material assets other than assets which, immediately prior to such
		substitution, constituted the assets of the original primary obligor and/or
		contingent obligor), (ii) the principal amount of any such refinancing
		Indebtedness (as determined as of the date of the incurrence of such
		refinancing Indebtedness in accordance with GAAP) does not exceed the principal
		amount of the Indebtedness refinanced thereby together with any premium
		actually paid thereon and reasonable costs and expenses (including underwriting
		discounts) incurred in connection with such refinancing Indebtedness, (iii) the
		interest rate applicable to such refinancing Indebtedness shall not be less
		favorable to the obligor than it would obtain in an arm’s length
		transaction with a Person that is not an Affiliate thereof and shall reflect
		the prevailing market conditions at the time of such refinancing, (iv) such
		refinancing Indebtedness does not have any scheduled installments of principal
		thereof due prior to the date that is six months after the Stated
		Multi-Currency Termination Date, (v) with respect to each issue of refinancing
		Indebtedness in excess of $5,000,000 (or, with respect to any other currency,
		the Equivalent thereof) in the aggregate, either (A) the covenants, defaults
		and similar provisions applicable to such refinancing Indebtedness or
		obligations are no more restrictive, taken as a whole, than the provisions
		contained in and otherwise consistent with market terms of agreements governing
		comparable Indebtedness of similar companies in the high yield market at the
		time of such refinancing and do not conflict with the provisions of this
		Agreement, provided, that a
		certificate of a Responsible Officer delivered to the Multi-Currency
		Administrative Agent at least five Business Days prior to the incurrence of
		such refinancing Indebtedness, together with a reasonably detailed description
		of the material terms and conditions of such Indebtedness or drafts of the
		documentation relating thereto, stating that the Company has determined in good
		faith that such terms and conditions satisfy the foregoing requirement shall be
		conclusive evidence that such terms and conditions satisfy the foregoing
		requirement unless the Multi-Currency Administrative Agent notifies the Company
		within such five Business Day period that it disagrees with such determination
		(including a reasonable description of the basis upon which it disagrees), or
		(B) such refinancing Indebtedness is otherwise upon terms and subject to
		definitive documentation which is in form and substance reasonably satisfactory
		to the Multi-Currency Administrative Agent, (vi) if the Indebtedness being
		refinanced is Indebtedness under the Subordinated Notes Indenture, such
		refinancing Indebtedness shall be (A) subordinated to the Payment Obligations
		on terms that are reasonably satisfactory to the Multi-Currency Administrative
		Agent (it being understood that subordination terms substantially similar to
		those applicable to the Subordinated Notes are deemed to be satisfactory) or
		(B) pursuant to a Permitted Third Lien Financing and (vii) such refinancing
		Indebtedness shall be unsecured unless pursuant to a Permitted Third Lien
		Financing.

	  

	 (c) Indebtedness
		(i) of the Company owing to any of its wholly-owned Subsidiaries, (ii) of any
		wholly-owned Subsidiary of the Company owing to any other wholly-owned
		Subsidiary of the Company and (iii) of any wholly-owned Subsidiary of the
		Company owing to the Company; provided,
		however, in
		each case, that the aggregate principal amount of such Indebtedness of any
		Subsidiary that is not a Guarantor incurred after the date hereof shall be
		subject to Section
		11.8(j);


	  

	 (d) Indebtedness
		of any Foreign Subsidiary or any foreign branch of a Domestic Subsidiary
		principally doing business outside of the United States (including, without
		limitation, Indebtedness on account of letters of credit not issued under this
		Agreement) incurred for working capital purposes (and, without duplication, any
		Contingent Obligation of the Company in respect thereof) in an aggregate
		principal amount at any time outstanding not exceeding for the Foreign
		Subsidiaries and foreign branches of Domestic Subsidiaries in the aggregate
		$50,000,000 (or, with respect to any other currency, the Equivalent in Dollars
		thereof); provided,
		however, that
		for purposes of this Section
		11.2(d), such
		aggregate principal amount 

	  

	 
		 
	 

	 
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	 shall
		not include (x) an amount equal to the aggregate principal amount of
		Indebtedness of the Foreign Subsidiaries and foreign branches of Domestic
		Subsidiaries to any bank which is offset by compensating balances at such bank
		(which Indebtedness shall be permitted hereunder) and (y) Indebtedness
		otherwise permitted by this Section
		11.2;


	  

	 (e) Indebtedness
		of the Company to Affiliates in respect of Capital Contribution Notes which
		evidence cash amounts actually received by the Company from such Affiliates on
		account of Capital Contributions;

	  

	 (f) Indebtedness
		to employees or former employees of the Company or any of its Subsidiaries in
		the nature of deferred compensation;

	  

	 (g) Indebtedness
		of the Company and its Subsidiaries under Interest Rate Agreements which are in
		existence on the date hereof, and other Indebtedness of the Company and its
		Subsidiaries under Interest Rate Agreements, which (i) have a tenor which is
		not in excess of six years, (ii) are not leveraged, (iii) are in an aggregate
		notional amount (net of any offsetting economic positions among such Interest
		Rate Agreements) not to exceed $300,000,000 at any one time outstanding
		(including, without limitation, all Interest Rate Agreements in effect on the
		date hereof) and (iv) have the sole purpose of hedging interest rate exposure
		of the Company and its Subsidiaries;

	  

	 (h) Hedging
		Contracts of the Company and its Subsidiaries entered into in the ordinary
		course of business of the Company and its Subsidiaries for the purpose of
		providing foreign exchange for their respective operating requirements or of
		hedging currency exposure;

	  

	 (i) unsecured
		Indebtedness of the Company to an M&F Lender in an aggregate amount not to
		exceed $152,000,000 at any one time outstanding (as may be increased due to the
		accrual and capitalization of interest) (the “Permitted
		M&F Loan Amount”),
		consisting of Indebtedness in respect of (i) the M&F Consolidated Line of
		Credit and (ii) any refinancing or replacement of, or addition to, any such
		Indebtedness (whether upon repayment of such Indebtedness or at any time
		thereafter) in an aggregate principal amount not to exceed the Permitted
		M&F Loan Amount on terms and conditions (taken as whole) that are no less
		favorable to the Company or the Lenders than the terms and conditions of the
		M&F Loans as in effect on the Amendment No. 4 Effective Date (taken as a
		whole); provided,
		however, that
		such Indebtedness may be refinanced or replaced by any Person other than an
		M&F Lender (or any Affiliate thereof) to the extent (A) the final maturity
		date for such refinancing Indebtedness shall be at least 90 days after the
		Stated Multi-Currency Termination Date, (B) the aggregate principal amount of
		any Indebtedness permitted under this clause
		(i) shall
		not exceed the Permitted M&F Loan Amount and (C) the covenants, defaults
		and similar provisions applicable to such refinancing Indebtedness or
		obligations are no more restrictive, taken as a whole, than the provisions
		contained in and otherwise consistent with market terms of agreements governing
		Indebtedness of similar companies in the high yield market at the time of such
		refinancing and do not conflict with the provisions of this
		Agreement; provided, that a
		certificate of a Responsible Officer delivered to the Multi-Currency
		Administrative Agent at least five Business Days prior to the incurrence of
		such refinancing Indebtedness, together with a reasonably detailed description
		of the material terms and conditions of such Indebtedness or drafts of the
		documentation relating thereto, stating that the Company has determined in good
		faith that such terms and conditions satisfy the foregoing requirement shall be
		conclusive evidence that such terms and conditions satisfy the foregoing
		requirement unless the Multi-Currency Administrative Agent notifies the Company
		within such five Business Day period that it disagrees with such determination
		(including a reasonable description of the basis upon which it
		disagrees);

	  

	 
		 
	 

	 
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	 (j) Indebtedness
		of the Company or any of its Subsidiaries in the nature of guarantees as
		referred to in clause
		(k) of the
		definition of “Indebtedness”
		in Section
		1.1 which
		is permitted by Section
		11.3(m);


	  

	 (k) Indebtedness
		of any Foreign Subsidiary or a foreign branch of a Domestic Subsidiary
		principally doing business outside of the United States to any Person (other
		than an Affiliate of the Company), in an aggregate principal amount at any one
		time outstanding not to exceed $50,000,000 (or with respect to any other
		currency, the Equivalent in Dollars thereof); provided,
		however, that,
		such Indebtedness (i) is not guaranteed by the Company (except to the extent
		that the Lien permitted by Section
		11.3(m), in
		itself, constitutes a guarantee) and (ii) is either offset or secured by a
		counterpart deposit, compensating balance or a pledge of cash deposit;
		provided,
		further, that
		such counterpart deposit, compensating balance or cash deposit pledge does not
		constitute Collateral (as defined in any Security Document) or any of the
		Unpledged International Property;

	  

	 (l) Capital
		Lease Obligations and purchase money Indebtedness of the Company or any of its
		Subsidiaries to finance the acquisition of capital assets; provided,
		however, that
		the Dollar Equivalent of the aggregate outstanding principal amount of all such
		Capital Lease Obligations and purchase money Indebtedness shall not exceed
		$35,000,000 at any time;

	  

	 (m) Indebtedness
		to any Person (other than an Affiliate of the Company) in respect of the
		undrawn portion of the face amount of or unpaid reimbursement obligations in
		respect of letters of credit not issued under this Agreement for the account of
		the Company or any of its Subsidiaries in an aggregate amount at any one time
		outstanding not to exceed $30,000,000 (or with respect to any other currency,
		the Equivalent in Dollars thereof); provided,
		however, that
		such Indebtedness is offset or secured by a counterpart deposit, compensating
		balance or a pledge of cash deposits;

	  

	 (n) Indebtedness
		of the Company under the Designated Senior Secured Indenture so long as such
		Indebtedness is repurchased or redeemed on or prior to the date that is 60 days
		after the Closing Date;

	  

	 (o) additional
		Indebtedness in an aggregate principal amount not to exceed $200,000,000 at any
		one time outstanding; provided,
		however, that
		such Indebtedness shall be unsecured at all times during the term of this
		Agreement; 


	  

	 (p) Indebtedness
		incurred in connection with financing Permitted Acquisitions or any refinancing
		of Indebtedness under this clause (p); provided,
		however, that
		any Indebtedness pursuant this clause (p) shall be (i) unsecured at all times
		during the term of this Agreement and (ii) subordinated to the Payment
		Obligations on terms that are reasonably satisfactory to the Administrative
		Agents (it being understood that subordination terms substantially similar to
		those applicable to the Subordinated Notes are deemed to be satisfactory);
		and

	  

	 (q) Indebtedness
		in respect of the New Term Loan Payment Obligations (including pursuant to any
		Incremental Term Loans) and any Indebtedness resulting from the refinancing of
		such Indebtedness; provided,
		however, that
		(i) the aggregate principal amount of any Indebtedness permitted under this
		clause (q) at any time outstanding shall not exceed the sum of
		(A) $1,040,000,000 plus (B) in the case of any refinancing, the
		amount of any premium actually paid on the Indebtedness being refinanced and
		reasonable costs and expenses (including underwriting discounts) incurred in
		connection with such refinancing Indebtedness, (ii) the 

	  

	 
		 
	 

	 
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	 primary
		obligor with respect to any such refinancing Indebtedness is the same as the
		primary obligor on the Indebtedness refinanced thereby and any contingent
		obligor of such refinancing Indebtedness was or would have been required to be
		a contingent obligor of the Indebtedness refinanced thereby, (iii) the interest
		rate applicable to such refinancing Indebtedness shall not be less favorable to
		the obligor than it would obtain in an arm’s length transaction with a
		Person that is not an Affiliate thereof and shall reflect the prevailing market
		conditions at the time of such refinancing, (iv) such refinancing Indebtedness
		does not have a final maturity prior to the the Stated Multi-Currency
		Termination Date, (v) the covenants, defaults and similar provisions applicable
		to such refinancing Indebtedness or obligations are no more restrictive, taken
		as a whole, than the provisions contained in the New Term Loan Agreement and do
		not conflict with the provisions of this Agreement, provided, that a
		certificate of a Responsible Officer delivered to the Multi-Currency
		Administrative Agent at least five Business Days prior to the incurrence of
		such refinancing Indebtedness, together with a reasonably detailed description
		of the material terms and conditions of such Indebtedness or drafts of the
		documentation relating thereto, stating that the Company has determined in good
		faith that such terms and conditions satisfy the foregoing requirement shall be
		conclusive evidence that such terms and conditions satisfy the foregoing
		requirement unless the Multi-Currency Administrative Agent notifies the Company
		within such five Business Day period that it disagrees with such determination
		(including a reasonable description of the basis upon which it disagrees), and
		(vi) such refinancing indebtedness is subject to an intercreditor agreement on
		terms reasonably satisfactory to the Multi-Currency Administrative Agent (it
		being understood that terms substantially similar to those applicable to the
		New Term Loans under the Intercreditor Agreement are deemed to be
		satisfactory);

	  

	 provided,
		however, that
		in no event may the Company or any of its Subsidiaries incur any Indebtedness
		to REV Holdings or RPH.

	  

	 Section
		11.3   Limitation
		on Liens.
		  The Company will not, and will not permit any of its Subsidiaries
		to, create, incur, assume or suffer to exist any Lien upon any of their
		properties, assets (including shares of stock) or revenues, whether now owned
		or hereafter acquired, except for:


	  

	 (a) Liens
		for taxes not yet due or which are being contested in good faith and by
		appropriate proceedings if adequate reserves with respect thereto are
		maintained on the books of the Company or any of its Subsidiaries, as the case
		may be, in accordance with GAAP;

	  

	 (b) carriers’,
		warehousemens’, mechanics’, materialmens’, repairmens’ or
		other like Liens arising in the ordinary course of business which are not
		overdue for a period of more than 45 days or which are being contested in good
		faith and by appropriate proceedings;

	  

	 (c) pledges
		or deposits in connection with workers’ compensation, unemployment
		insurance and other social security legislation; provided,
		however, that
		no such Lien shall encumber any Collateral (other than cash or Cash
		Equivalents) under any of the Security Documents or any of the Unpledged
		International Property;

	  

	 (d) deposits
		to secure the performance of bids, trade contracts (other than for borrowed
		money), leases, statutory obligations, surety and appeal bonds, performance
		bonds and other obligations of a like nature incurred in the ordinary course of
		business, provided,
		however, that
		no such Lien shall encumber any Collateral (other than cash or Cash
		Equivalents) under any of the Security Documents or any of the Unpledged
		International Property;

	  

	 
		 
	 

	 
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	 (e) easements,
		rights-of-way, restrictions and other similar encumbrances incurred in the
		ordinary course of business which, in the aggregate, are not substantial in
		amount, and which do not in any case materially detract from the value of the
		property subject thereto or interfere with the ordinary conduct of the business
		of the Company or any of its Subsidiaries;

	  

	 (f) Liens in
		favor of the United States of America for amounts paid by the Company or any of
		its Subsidiaries as progress payments under government contracts entered into
		by them; provided,
		however, that
		no such Lien shall encumber any Collateral under any of the Security Documents
		or any of the Unpledged International Property;

	  

	 (g) Liens
		existing on the date of this Agreement which are disclosed in the title
		insurance policies delivered pursuant to Section
		9.1(d) or
		Schedule
		11.3;


	  

	 (h) Liens
		under the Security Documents (including, without limitation, Liens which secure
		Designated Eligible Obligations as provided for in the Intercreditor Agreement)
		or any other Lien securing all or any portion of the Payment Obligations or the
		New Term Loan Payment Obligations or any refinancings thereof permitted by
		Section
		11.2(q), or
		Designated Eligible Obligations as provided for in the Intercreditor
		Agreement;

	  

	 (i) attachment,
		judgment or other similar Liens arising in connection with court or arbitration
		proceedings;
		provided,
		however, that
		the same are discharged, or that execution or enforcement thereof is stayed
		pending appeal, within 30 days or (in the case of any execution or enforcement
		pending appeal) such lesser time during which such appeal may be
		taken;

	  

	 (j) other
		Liens incidental to the conduct of the business of the Company and its
		Subsidiaries or the ownership of any of their assets not incurred in connection
		with Indebtedness or Contingent Obligations, which Liens do not in any case
		materially detract from the value of the property subject thereto or interfere
		with the ordinary conduct of the business of the Company or any of its
		Subsidiaries; provided,
		however, that
		no such Lien shall encumber any Collateral under any Security Document or any
		of the Unpledged International Property;

	  

	 (k) Liens
		securing any Indebtedness permitted by Section
		11.2(d) or any
		Liens replacing such permitted Liens;
		provided,
		however, that
		(i) no such Lien shall encumber any asset of the Company or any of its
		Subsidiaries organized under the laws of a jurisdiction within the United
		States or any Collateral under any Security Document or any of the Unpledged
		International Property and (ii) any such Lien which secures reimbursement
		obligations under letters of credit not issued under this Agreement shall be
		limited to (A) the assets acquired or shipped with the support of such letter
		of credit and (B) any assets of a Foreign Subsidiary which are in the care,
		custody or control of such issuer of such letter of credit in the ordinary
		course of business;

	  

	 (l) Liens
		securing any Indebtedness permitted by Section
		11.2(g),
		Section
		11.2(h) or
		obligations of any Foreign Subsidiary or a foreign branch of any Domestic
		Subsidiary principally doing business outside of the United States in respect
		of treasury, depository, overdraft and other cash management arrangements
		maintained with any Lender, any Affiliate of a Lender or any other Person
		reasonably acceptable to the Administrative Agents or any Liens replacing such
		permitted Liens; provided,
		however, that
		no such Lien shall encumber any asset of the Company or any of its Subsidiaries
		organized under the laws of a jurisdiction within the United States or any
		Collateral under any Security Document or any of the Unpledged International
		Property;

	  

	 
		 
	 

	 
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	 (m) Liens in
		the nature of counterpart deposits or pledges of cash deposits of the Company
		or any of its Subsidiaries to secure Indebtedness of Foreign Subsidiaries of
		the Company or a foreign branch of a Domestic Subsidiary principally doing
		business outside of the United States, which Indebtedness is permitted pursuant
		to Section
		11.2(k));
		provided,
		however, that
		no such Lien shall encumber any Collateral under any of the Security Documents
		or any of the Unpledged International Property;

	  

	 (n) possessory
		Liens in favor of securities intermediaries, commodity intermediaries, brokers
		and dealers arising in connection with the acquisition or disposition of
		investments of the type permitted by Section
		11.8;
		provided,
		however, that
		such Liens (i) attach only to such investments and (ii) secure only obligations
		incurred in the ordinary course and arising in connection with the acquisition
		or disposition of such investments and not any obligation in connection with
		margin financing; and provided,
		further, that
		such Liens attach only to the property of the Company or its Subsidiary, as the
		case may be, for whose account any such obligations have been
		incurred;

	  

	 (o) purchase
		money Liens granted by the Company or any of its Subsidiaries (including the
		interest of a lessor under a Capital Lease and purchase money Liens to which
		any property is subject at the time, on or after the date hereof, of the
		Company’s or such Subsidiary’s acquisition thereof) securing
		Indebtedness permitted under Section
		11.2(l) and
		limited in each case to the property purchased with the proceeds of such
		purchase money Indebtedness or subject to such Capital Lease (or proceeds
		thereof or additional property in the nature of improvements
		thereto);

	  

	 (p) Liens in
		the nature of counterpart deposits or pledges of cash deposits of the Company
		or any of its Subsidiaries to secure Indebtedness permitted pursuant to
		Section
		11.2(m);
		provided,
		however, that
		the amount of any such deposit does not exceed the amount of the Indebtedness
		it secures;

	  

	 (q) additional
		Liens incurred in the ordinary course of business of the Company and its
		Subsidiaries securing Indebtedness or other obligations of the Company and/or
		any of its Subsidiaries (other than such Indebtedness or other obligation owing
		to an Affiliate of the Company) not to exceed $10,000,000 (or, with respect to
		any other currency, the Equivalent thereof) in the aggregate at any one time
		outstanding;
		provided,
		however, that
		no such Lien shall encumber any Collateral (other than cash or Cash
		Equivalents) under any of the Security Documents or any of the Unpledged
		International Property;
		and

	  

	 (r) Liens
		securing any Permitted Third Lien Financing.

	  

	 Section
		11.4   Limitation
		on Contingent Obligations.
		  The Company will not, and will not permit any of its Subsidiaries
		to, agree to, or assume or incur, or otherwise in any way be or become
		responsible or liable, directly or indirectly, with respect to, any Contingent
		Obligation, except for:

	  

	 (a) the
		Guaranty;

	  

	 (b) Contingent
		Obligations set forth on Schedule
		11.4;


	  

	 (c) any
		Contingent Obligation of the Company in the nature of a guarantee in the
		ordinary course of business of any Indebtedness or other obligations of any of
		its Subsidiaries permitted under this Agreement;

	  

	 
		 
	 

	 
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	 (d) any
		Contingent Obligation of any Subsidiary of the Company in the nature of a
		guarantee in the ordinary course of business of any Indebtedness or other
		obligations of any of the Subsidiaries of such Subsidiary permitted under this
		Agreement;

	  

	 (e) any
		Contingent Obligation of any Subsidiary of the Company in the nature of a
		guarantee in the ordinary course of business of Indebtedness (other than the
		Subordinated Notes, the Designated Senior Secured Notes or any Indebtedness
		referred to in Section
		11.2(b) that is
		not permitted to have such Contingent Obligation by the terms of Section
		11.2(b)) or
		other obligations of the Company or any other Subsidiary of the
		Company;

	  

	 (f) any
		Contingent Obligation of the Company or any of its Subsidiaries in the nature
		of a guarantee of Indebtedness of any Permitted Joint Venture; provided,
		however, that
		the incurrence of such Contingent Obligation is permitted by Section
		11.8(e) or
		Section
		11.8(k);
		and

	  

	 (g) any
		Contingent Obligation of the Company or any of its Subsidiaries in the nature
		of a guarantee of Indebtedness of officers and directors of the Company and its
		Subsidiaries in the ordinary course of business; provided,
		however, that
		the sum of the aggregate principal amount of the Indebtedness so guaranteed and
		the aggregate principal amount of all then outstanding loans permitted by
		Section
		11.8(f) does
		not exceed $7,000,000 at any one time outstanding.

	  

	 Section
		11.5   Limitation
		on Fundamental Changes.
		  The Company will not, and will not permit any of its Subsidiaries
		to, enter into any transaction in the nature of merger or consolidation or
		amalgamation, or liquidate, wind up or dissolve itself (or suffer any
		liquidation or dissolution), convey, sell, lease, assign, transfer (including
		any transfer, relocation, situation or registration of any asset owned by any
		Loan Party to the Commonwealth of Australia other than in the ordinary course
		of business) or otherwise dispose of, in one transaction or a series of related
		transactions, all or a substantial part of the business or assets of the
		Company, or enter into any such transaction or series of related transactions
		with regard to a group of Subsidiaries which, if merged into a single
		Subsidiary, would constitute a substantial part of the business or assets of
		the Company, or acquire by purchase or otherwise all or substantially all the
		business or assets of, or stock or other evidences of beneficial ownership of,
		any Person, except that during such time as no Specified Default or Event of
		Default has occurred and is continuing (or would result
		therefrom):

	  

	 (a) the
		Company and its Subsidiaries may engage in Permitted Intercompany Transfers;
		and

	  

	 (b) the
		Company and any of its Subsidiaries may engage in transactions permitted under
		Section
		11.6
		or
		Section 11.8(d), (e), (i) or (k).


	  

	 Section
		11.6   Limitation
		on Sale of Assets.
		  The Company will not, and will not permit any of its Subsidiaries
		to, sell, lease, assign, transfer or otherwise dispose of any of its assets
		(including, without limitation, receivables and leasehold interests), whether
		now owned or hereafter acquired, or, in the case of any of the Subsidiaries of
		the Company, issue any Stock or Stock Equivalents (other than any
		director’s qualifying shares), to any Person, except:

	  

	 (a) sales,
		transfers and other dispositions by the Company and its Subsidiaries of (i)
		obsolete or worn out property in the ordinary course of business or (ii)
		contemplated by clause
		(b)(ii) of the
		definition of “Net
		Proceeds Event”;


	  

	 
		 
	 

	 
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	 (b) sales,
		transfers and other dispositions of property (including, without limitation,
		inventory) by the Company and its Subsidiaries to third parties in the ordinary
		course of business for fair market value;

	  

	 (c) during
		such time as no Specified Default or Event of Default has occurred and is
		continuing (or would result therefrom), Permitted Intercompany
		Transfers;

	  

	 (d) during
		such time as no Specified Default or Event of Default has occurred and is
		continuing (or would result therefrom), any Specified Dispositions for fair
		market value (which property, in the aggregate, the Company hereby represents
		and warrants is not material to the conduct of the business of the Company and
		its Subsidiaries);

	  

	 (e) during
		such time as no Specified Default or Event of Default has occurred and is
		continuing (or would result therefrom), sales, transfers and other dispositions
		of assets of the Company and its Subsidiaries to Permitted Joint Ventures in
		accordance with the provisions of
		Section 11.8;


	  

	 (f) during
		such time as no Specified Default or Event of Default has occurred and is
		continuing (or would result therefrom), any Resale Transactions to Persons
		other than Affiliates for fair market value;

	  

	 (g) other
		sales, transfers and other dispositions by the Company and its Subsidiaries
		which are permitted by Section
		10.14,
		11.3 or
		11.5;
		and

	  

	 (h) sales,
		transfers and other dispositions by the Company and its Subsidiaries of assets
		with an aggregate fair market value not to exceed (i) $50,000,000 in the
		calendar year ending December 31, 2006 and (ii) $25,000,000 in any calendar
		year thereafter; provided,
		however, that,
		in the case of clauses (i) and (ii), no Default or Event of Default shall be in
		effect prior to or after giving effect to any such sale, transfer or other
		disposition; provided,
		further, that
		in the event that any amount of assets permitted to be disposed of in any
		calendar year pursuant to this clause (h) is not disposed of during such
		calendar year, such amount may be carried over for dispositions in any
		subsequent calendar year (up to a maximum amount not to exceed $50,000,000 and
		limited to an aggregate fair market value of $50,000,000 for any calendar
		year); provided,
		further, that,
		in the case of clauses (i) and (ii), all Net Proceeds of such sale, transfer or
		other disposition are applied to the payment of the Payment Obligations as set
		forth in, and to the extent required by, Section
		7.3(e)(ii)).


	  

	 Section
		11.7   Limitation
		on Restricted Payments.
		  (a) The Company will not, and will not permit any of its
		Subsidiaries to, make any Restricted Payment, except that, so long as no
		Default or Event of Default has occurred and is continuing at the time such
		Restricted Payment is made or would result therefrom and the representations
		and warranties deemed to be made pursuant to Section
		11.7(b) are
		true and correct in all material respects as of the date such Restricted
		Payment is made, the following Restricted Payments may be made:

	  

	 (i) Restricted
		Payments on account of amounts payable under the Prior Tax Sharing Agreement,
		with respect to state and local taxes and federal taxes; provided,
		however, that
		no such Restricted Payment (whether in cash or otherwise) shall be made more
		than ten Business Days prior to the date upon which the related liability to
		the Internal Revenue Service (or the relevant state or local taxing authority)
		for tax (including estimated taxes) is paid (or, if no such taxes are payable,
		ordinarily would have been due);

	  

	 
		 
	 

	 
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	 (ii) Restricted
		Payments made to Permitted Joint Ventures, to the extent that such Restricted
		Payments are permitted pursuant to Section
		11.8(e) or
		Section
		11.8(k);


	  

	 (iii) Restricted
		Payments made from time to time to finance Revlon’s purchase, redemption,
		acquisition or retirement for value of, or payment of amounts owing in respect
		of, any shares, interests, rights to purchase, warrants, options,
		participations, stock appreciation rights, performance units or other
		equivalents or interests in the equity of Revlon held by any current or former
		director, officer, consultant or employee of Revlon, the Company or any
		Subsidiary of the Company in such person’s role as a director, officer,
		consultant or employee (or by their estates or any beneficiaries of their
		estates); provided,
		however, that
		(x) the sum of (1) the aggregate amount of Restricted Payments made pursuant to
		this clause
		(iii) and (2)
		the aggregate amount of open-market purchases of common stock and restricted
		stock of Revlon together with any other investments made as permitted under
		Section
		11.8(g), does
		not exceed $8,000,000 in any calendar year and (y) amounts available pursuant
		to this clause
		(iii) to be
		utilized for Restricted Payments during any calendar year which are not
		utilized during such year may be carried forward and utilized in any succeeding
		calendar year;

	  

	 (iv) subject
		to the limitations set forth in Sections 11.8(f) and
		11.8(g),
		Restricted Payments made from time to time to finance the investments
		contemplated by Sections 11.8(f) and
		11.8(g);
		and

	  

	 (v) additional
		Restricted Payments in an aggregate amount, together with the aggregate
		principal amount of all Indebtedness defeased, prepaid or otherwise repurchased
		pursuant to Section
		11.9(c)(vi), not to
		exceed the sum of (x) $15,000,000 and (y) the portion, if any, of
		Capital Contributions received by the Company that (1) are not used to defease,
		prepay or otherwise repurchase the principal amount of any Indebtedness under
		the Subordinated Notes Indenture and (2) do not constitute a Cure Amount or a
		New Term Loan Cure Amount.

	  

	 (b) The
		making of each Restricted Payment pursuant to Section
		11.7(a) shall
		constitute a representation and warranty by the Company that, on and as of the
		date upon which such Restricted Payment is made (both before and after giving
		effect to the making thereof), the representations and warranties contained in
		Section
		8.10 and
		Section
		8.15(a) are
		true and correct.

	  

	 Section
		11.8   Limitation
		on Investments.
		  The Company will not, and will not permit any of its Subsidiaries
		to, make or commit to make any advance, loan, extension of credit or capital
		contribution to, or purchase of any stock, bonds, notes, debentures or other
		securities of, or make any other investment in, any Person, except as otherwise
		permitted by Section
		11.10 and
		except that:

	  

	 (a) each of
		the Company and its Subsidiaries may make or commit to make investments in cash
		or Cash Equivalents held in a Deposit Account or a Control Account, subject to
		Section
		10.19, if
		applicable, with respect to the Company and the Subsidiary
		Guarantors;

	  

	 (b) each of
		the Company and its Subsidiaries may make or commit to make investments in
		Accounts, contract rights, accounts and chattel paper (as defined in the UCC),
		put and call foreign exchange options to the extent necessary to hedge foreign
		exchange exposures or foreign exchange spot and forward contracts, and notes
		receivable, arising or acquired in the ordinary course of business and in
		Hedging Contracts;

	  

	 
		 
	 

	 
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	 (c) the
		Company may make or commit to make any loan or advance or purchase any
		securities constituting a Restricted Payment permitted by Section
		11.7;


	  

	 (d) if in
		the reasonable judgment of the Company, any customer is deemed to be in a
		reorganization or unable to make a timely cash payment on Indebtedness or other
		obligations of such customer owing to it, each of the Company and its
		Subsidiaries may invest or commit to invest in securities issued by such
		customer or any Affiliate thereof (other than any Affiliate of the Company) in
		lieu of cash payment; provided,
		however, that
		the Company or such Subsidiary, as the case may be, has paid no new
		consideration (other than forgiveness of Indebtedness or other obligations)
		therefor;

	  

	 (e) each of
		the Company and its Subsidiaries may make or commit to make Investments;
		provided, however, that (i) no Default or Event of Default has occurred and is
		continuing at the time of such Investment (or would result therefrom) and (ii)
		the aggregate Investment Consideration (excluding any such consideration paid
		with the proceeds of, or Stock or Stock Equivalents issued pursuant to, an
		Equity Offering and as reduced by the amount equal to the Net Proceeds received
		by the Company and its Subsidiaries from any Net Proceeds Event on account of
		any Resale Transaction with respect to any such Investment) with respect to all
		such Investments made after the Amendment No. 4 Effective Date pursuant to this
		Section
		11.8(e) plus
		Contingent Obligations incurred after the Amendment No. 4 Effective Date
		pursuant to Section
		11.4(f) by
		virtue of this Section
		11.8(e) plus
		Intercompany Investments made after the Amendment No. 4 Effective Date pursuant
		to Section
		11.8(j)(iii)(z) does
		not exceed $50,000,000 at any one time outstanding;

	  

	 (f) each of
		the Company and its Subsidiaries may make or commit to make loans to officers
		and directors of the Company and its Subsidiaries in the ordinary course of
		business to the extent permitted by applicable law, in an aggregate principal
		amount which, in the aggregate with all then outstanding Contingent Obligations
		permitted by
		Section 11.4(g), does
		not exceed $7,000,000 at any one time outstanding from the Company and its
		Subsidiaries to all such officers and directors;

	  

	 (g) the
		Company (and, in the case of clause
		(ii) below, the
		Company’s Domestic Subsidiaries) may make or commit to make investments in
		(i) open-market purchases of common stock of Revlon and (ii) any other
		investment available to highly compensated employees under any
		“excess
		401-(k) plan”
		of the Company (or any of its Domestic Subsidiaries, as applicable), in each
		case to the extent necessary to permit the Company (or such Domestic
		Subsidiary, as applicable) to satisfy its obligations under such
		“excess
		401-(k) plan”
		for highly compensated employees; provided,
		however, that
		the aggregate amount of such purchases and other investments under this
		Section
		11.8(g)
		together with any Restricted Payments made as permitted under
		Section 11.7(a)(iii) does
		not exceed $8,000,000 in any year and (ii) amounts available pursuant to this
		Section
		11.8(g) to be
		utilized for investments during any year which are not utilized during such
		year may be carried forward and utilized in any succeeding year;

	  

	 (h) subject
		to the limitations set forth in Section
		11.7(a)(iii), each of
		the Company and its Subsidiaries may make or commit to make investments from
		time to time in connection with the transactions contemplated by Section
		11.7(a)(iii);


	  

	 (i) each of
		the Company and its Subsidiaries may make or commit to make Permitted
		Acquisitions;

	  

	 
		 
	 

	 
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	 (j) each of
		the Company and its Subsidiaries may make or commit to make any advance, loan,
		extension of credit or capital contribution to, or purchase any Stock or Stock
		Equivalents, bonds, notes, debentures or other securities of, or make any other
		investment in, any of the Company (except for any Stock, Stock Equivalents or
		bonds, notes, debentures or other securities or other Indebtedness, other than
		intercompany Indebtedness incurred in the ordinary course of business, of the
		Company) or any Subsidiary (each an “Intercompany
		Investment”);
		provided,
		however, that
		with respect to any Intercompany Investment made after the date hereof by the
		Company or any Domestic Subsidiary in any Subsidiary that is not a Guarantor,
		(i) such Intercompany Investment shall only be made in the ordinary course of
		business or consistent with past practice, (ii) if such Intercompany Investment
		is made in cash as an advance, loan or other extension of credit, such
		Intercompany Investment shall be evidenced by an intercompany note which, in
		the case of any such note held by the Company or any Subsidiary Guarantor,
		shall be promptly pledged to the Collateral Agent, for the benefit of the
		Secured Parties, pursuant to the relevant Security Documents and (iii) if such
		Intercompany Investment is made in cash as a capital contribution, such
		Intercompany Investment shall only be made in a Foreign Subsidiary (w) in an
		aggregate amount such that after giving effect thereto, such Foreign Subsidiary
		(A) is in compliance with all material Requirements of Law applicable to it
		with respect to capitalization, (B) has sufficient capital with which to
		conduct its business in accordance with past practice and (C) is not
		undercapitalized to such an extent that, solely as a result of such
		undercapitalization, (I) any creditor of such Foreign Subsidiary would be
		deemed under the laws of any relevant jurisdiction to owe a fiduciary duty to
		any other creditor of such Foreign Subsidiary or (II) if applicable, the Local
		Loans made or the Acceptances created by the relevant Local Fronting Lender to
		such Foreign Subsidiary would be subordinated to any obligations of such
		Foreign Subsidiary owing to any other Person, (x) to the extent that on the
		date of such contribution, the cash contributed to the capital of the
		applicable Foreign Subsidiary, if loaned or advanced through an intercompany
		loan evidenced by a note, would either (A) not cause the Company or the
		Domestic Subsidiary of the Company acquiring such note to be deemed to be doing
		business in any jurisdiction outside of the United States or otherwise subject
		to taxation or regulation in such jurisdiction or (B) not require the Foreign
		Subsidiary issuing such note to withhold from any payment made in respect
		thereof any amount now or hereafter imposed, levied, collected or assessed by
		any relevant jurisdiction, or any political subdivision or taxing authority
		thereof or therein, (y) in connection with any sale, transfer or other
		disposition of capital stock or other equity interests or assets of such
		Foreign Subsidiary permitted hereunder, to the extent that the aggregate amount
		of such capital contribution does not exceed the aggregate amount outstanding
		of any Indebtedness and other obligations of such Foreign Subsidiary owing to
		the Company or any of its Domestic Subsidiaries that was in each case created
		or otherwise incurred on or prior to the date of such sale, transfer or other
		disposition and which Indebtedness and other obligations are outstanding
		immediately prior to such sale, transfer or other disposition or (z)
		in
		connection with the formation or organization of such Foreign Subsidiary, to
		the extent that the amounts expended after the Amendment No. 4 Effective Date
		pursuant to this Section
		11.8(j)(iii)(z) plus
		amounts expended after the Amendment No. 4 Effective Date pursuant to
		Section
		11.8(e) plus
		Contingent Obligations incurred after the Amendment No. 4 Effective Date
		pursuant to Section
		11.4(f) by
		virtue of Section
		11.8(e) do not
		exceed $50,000,000 at any one time outstanding; and

	  

	 (k) each of
		the Company and its Subsidiaries may make or commit to make Investments in
		Permitted Joint Ventures; provided,
		however, that
		(i) no Default or Event of Default has occurred and is continuing at the time
		of such Investment (or would result therefrom) and (ii) the aggregate
		Investment Consideration (excluding any such consideration paid with the
		proceeds of, or Stock or Stock Equivalents issued pursuant to, an Equity
		Offering and as reduced by the amount equal to the Net Proceeds received by the
		Company and its Subsidiaries from any Net Proceeds Event on account of any
		Resale Transaction with respect to any such Investment) 

	  

	 
		 
	 

	 
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	 with
		respect to all such Investments made pursuant to this clause (k) does not
		exceed $50,000,000 at any one time outstanding; provided,
		further, that
		none of the Company or any of its Subsidiaries shall commit to make any such
		Investment unless such Investment is then permitted hereunder.

	  

	 Section
		11.9   Limitation
		on Payments on Account of Debt; Synthetic Purchase
		Agreements.
		  The Company will not, and will not permit any of its Subsidiaries
		to:

	  

	 (a) amend,
		waive, supplement or otherwise modify in any material respect (including
		without limitation, amendments of the interest rate or payment terms thereof)
		(i) any Indenture or any agreement governing the Subordinated Notes or any
		agreement governing any refinancing Indebtedness of the Indentures or the Term
		Loans incurred pursuant to Section
		11.2(b), if the
		proposed amendment, waiver or supplement is adverse to the Lenders, (ii) any
		agreement governing the M&F Loans on terms and conditions (taken as whole)
		unless such amendment, waiver, supplement or modification is no less favorable
		to the Company or the Lenders than the terms and conditions of the M&F
		Loans as in effect on the Amendment No. 4 Effective Date (taken as a whole),
		(iii) any Indebtedness permitted pursuant to Section
		11.2(o), if the
		proposed amendment, waiver or supplement is adverse to the Lenders or (iv) any
		other Indebtedness not permitted pursuant to the terms of this Agreement as in
		effect on the date hereof but entered into with the consent of the Required
		Lenders, if the proposed amendment, waiver or supplement is adverse to the
		Lenders;

	  

	 (b) amend,
		waive, supplement or otherwise modify any Capital Contribution
		Note;

	  

	 (c) directly
		or indirectly, defease, or make or commit to make any optional prepayment of,
		or otherwise repurchase, any of its Indebtedness, except:

	  

	 (i) Indebtedness
		under this Agreement;

	  

	 (ii) Indebtedness
		which is permitted by paragraphs
		(c), (d), (f), (g) through
		(m) and
		(o) through
		(q) of
		Section
		11.2;


	  

	 (iii) Indebtedness
		which is permitted by paragraph
		(b) of
		Section
		11.2 with
		proceeds of any refinancing of such Indebtedness pursuant to Sections
		11.2(b),
		11.2(i) or
		11.2(o) or with
		proceeds of any Capital Contribution that do not constitute a Cure Amount or a
		New Term Loan Cure Amount; provided, that
		in the case of any refinancing with Indebtedness pursuant to Section
		11.2(o), such
		refinancing Indebtedness matures at least six months after the Stated
		Multi-Currency Termination Date;

	  

	 (iv) Indebtedness
		(including, without limitation, Indebtedness which is permitted under
		Section
		11.2(b)) in an
		aggregate amount not to exceed the amount of Excess Cash Flow in any fiscal
		year not required to be applied as a mandatory prepayment of the New Term Loans
		pursuant to the New Term Loan Agreement; provided,
		however, that
		(1) the prepayment required by Section
		7.3(a) (or any
		similar successor provision) of the New Term Loan Agreement with respect to
		such fiscal year has been made and (2) the Aggregate Actual Outstanding
		Multi-Currency Extensions of Credit (other than Undrawn L/C Obligations) at the
		time of such redemption, repurchase, defeasance or repayment is $50,000,000 or
		less; 

	  

	 
		 
	 

	 
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	 (v) Indebtedness
		(including, without limitation, Indebtedness which is permitted under
		Section
		11.2(b)) that
		is repaid with the proceeds of Equity Offerings by Revlon; and

	  

	 (vi) additional
		Indebtedness (including, without limitation, Indebtedness which is permitted
		under Section
		11.2(b)) in an
		aggregate principal amount, together with the aggregate amount of all
		Restricted Payments made pursuant to Section
		11.7(a)(v), not to
		exceed the sum of (x) $15,000,000 and (y) the portion, if any, of Capital
		Contributions received by the Company that are not used to defease, prepay or
		otherwise repurchase the principal amount of any Indebtedness under the
		Subordinated Notes Indenture; and

	  

	 (d) enter
		into or be party to, or make any payment under, any Synthetic Purchase
		Agreement.

	  

	 Section
		11.10   Limitation
		on Transactions with Affiliates.
		  The Company will not, and will not permit any of its Subsidiaries
		to, (a) engage in any transaction with any Affiliate of the Company, except
		upon terms no less favorable to the Company or such Subsidiary, as the case may
		be, than it would obtain in a comparable arm’s length transaction with a
		Person not an Affiliate, or (b) sell, transfer, convey, assign or otherwise
		dispose of any material asset to any Affiliate of the Company; provided,
		however, that
		nothing contained in this Section
		11.10 shall
		prohibit (x) the Company from making Restricted Payments permitted by
		Section
		11.7, (y)
		the Company or any of its Subsidiaries from engaging in any transaction
		pursuant to and in accordance with the Occupancy Agreement, dated as of June 1,
		2001, between M&FG and the Company, as amended by Amendments thereto dated
		as of October 14, 2003 and June 14, 2004 and (z) payments required to be made
		by the Company with respect to its obligations under the Company Tax Sharing
		Agreement.

	  

	 Section
		11.11   Hazardous
		Materials.  
		The Company will not, and will not permit any of its Subsidiaries to, cause or
		knowingly permit any of the Mortgaged Properties or any other of its assets to
		be used to generate, manufacture, refine, transport, treat, store, handle,
		dispose, transfer, produce or process Hazardous Materials, except in compliance
		in all respects with all applicable Environmental Laws and in a manner that
		would not reasonably be expected to result in a liability under any applicable
		Environmental Laws, nor release, discharge, dispose of or permit or suffer any
		release or disposal as a result of any act or omission on its part, or on the
		part of any tenant or subtenant, of Hazardous Materials onto any such property
		or asset in violation of any Environmental Law or in a manner that would
		reasonably be expected to result in a liability under any applicable
		Environmental Laws, except where such non-compliance or liability would not be
		reasonably likely to have a Material Adverse Effect.

	  

	 Section
		11.12   Accounting
		Changes.  
		(a) The Company will not, and will not permit any of its Subsidiaries to, make
		or permit to be made any change in accounting policies affecting the
		presentation of financial statements or reporting practices from those employed
		by the Company in the audited financial statements contained in its Annual
		Report on Form 10-K for its fiscal year ended December 31, 2003, unless (i)
		such changes are required or permitted by GAAP, (ii) such changes are disclosed
		to the Lenders through the Administrative Agents or otherwise and (iii) if
		requested by the Administrative Agents, relevant prior financial statements are
		reconciled (in form and detail reasonably satisfactory to the Administrative
		Agents) to show comparative results and reconciliations.

	  

	 (b) Notwithstanding
		anything to the contrary contained herein, compliance with the financial
		covenants contained in Section
		11.1 shall
		be determined based upon GAAP as 

	  

	 
		 
	 

	 
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	 in
		effect as of the date of, and as used in, the preparation of the audited
		consolidated financial statements of the Company and its Subsidiaries for the
		fiscal year ended December 31, 2005.

	  

	 Section
		11.13   Limitation
		on Negative Pledge Clauses.
		  The Company will not, and will not permit any of its Subsidiaries
		to, enter into any agreement (other than the Loan Documents and documents
		related to the M&F Loans or the New Term Loan Agreement or any permitted
		refinancing thereof) with any Person which prohibits or limits the ability of
		the Company or any of its Subsidiaries to create, incur, assume or suffer to
		exist any Lien securing the Payment Obligations upon any of its properties,
		assets or revenues, whether now owned or hereafter acquired; provided,
		however, that
		any of the Company and its Subsidiaries may enter into any such agreement to
		the extent that such agreement is in connection with a Lien permitted by
		paragraph (c),
		(d),
		(f),
		(h),
		(j),
		(k),
		(m),
		(n),
		(o),
		(p),
		(q) or
		(r) of
		Section
		11.3 and any
		such prohibitions or limitations apply only to the property encumbered by such
		Lien.

	  

	 Section
		11.14   Amendment
		of Company Tax Sharing Agreement.
		  The Company will not, and will not permit any of its Subsidiaries
		to, amend, modify, change, waive, cancel or terminate any term or condition of
		the Company Tax Sharing Agreement in a manner adverse to the interests of the
		Company or the Lenders without the prior written consent of the Required
		Lenders.

	  

	 Section
		11.15   Limitations
		on Restrictions on Subsidiary Distributions.
		  The Company shall not, and shall not permit any of its Subsidiaries
		to, agree to enter into or suffer to exist or become effective any consensual
		encumbrance or restriction of any kind on the ability of such Subsidiary to pay
		dividends or make any other distribution or transfer of funds or assets or make
		loans or advances to or other investments in, or pay any Indebtedness owed to,
		the Company or any other Subsidiary of the Company, except (i) pursuant to the
		Loan Documents and the New Term Loan Agreement and any permitted refinancing
		thereof, (ii) any agreements governing purchase money Indebtedness or Capital
		Lease Obligations permitted by Section
		11.2(l) (in
		which latter case, any prohibition or limitation shall only be effective
		against the assets financed thereby) and (iii) pursuant to any agreement
		relating to a disposition of property of the Company or any Subsidiary
		permitted under this Agreement, to the extent such restrictions restrict the
		transfer of the property subject to such agreement.

	  

	 Section
		11.16   Limitation
		on Activities of RPH.
		  Notwithstanding anything to the contrary in this Agreement or any
		other Loan Document, the Company shall not cause or permit RPH to (a) conduct,
		transact or otherwise engage in, or commit to conduct, transact or otherwise
		engage in, any business or operations, (b) incur, create, assume or suffer to
		exist any Indebtedness or other liabilities or financial obligations or (c)
		own, lease, manage or otherwise operate any properties or assets (including
		cash and Cash Equivalents), in each case, other than (i) those incidental to
		RPH’s ownership and licensing of the Intellectual Property transferred to
		it in connection with the Company’s disposition of its professional
		products business and (ii) nonconsensual obligations imposed by Requirement of
		Law and obligations with respect to its capital stock.

	  

	 Section
		11.17   Prohibition
		on Speculative Hedging Transactions.
		  The Company shall not, and shall not permit any of its Subsidiaries
		to, engage in any speculative transaction involving Hedging Contracts, except
		as expressly permitted under this Agreement and for the sole purpose of hedging
		in the ordinary course of business.

	 
		 

		
		   
		

		
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	 ARTICLE
		XII

	  

	 EVENTS
		OF DEFAULT

	  

	 Section
		12.1   Events
		of Default.   Upon
		the occurrence and during the continuance of any of the following
		events:

	  

	 (a) Payments.
		Failure by any Borrower to pay any principal of any Loan, Note or Draft, or any
		L/C Reimbursement Obligation, when due in accordance with the terms thereof and
		hereof; or failure by any Borrower to pay any interest on any Loan, Note or
		Draft, or any L/C Reimbursement Obligation, within five days after the date
		when due in accordance with the terms thereof and hereof or any fee or other
		amount payable in connection with any Loan Document within five days after the
		date when due; or

	  

	 (b) Representations
		and Warranties. Any
		representation or warranty made or deemed made by any Borrower or any other
		Loan Party in any Loan Document or which is contained in any certificate or
		financial statement furnished at any time under or in connection herewith or
		therewith shall prove to have been incorrect, false or misleading in any
		material respect on or as of the date when made or deemed to have been made;
		or

	  

	 (c) Certain
		Covenants.


	  

	 (i) Default
		by any Loan Party in the observance or performance of any negative covenant or
		agreement contained in Section
		11.1(b), which
		Default either (A) has been specified in a written notice to the Company as an
		Event of Default by the Multi-Currency Administrative Agent, at the direction
		of the Required Multi-Currency Lenders, or (B) has continued for a period of 45
		days without being cured or waived by the Required Multi-Currency Lenders; or
		

	  

	 (ii) Default
		by any Loan Party in the observance or performance of any other negative
		covenant or agreement contained in Article
		XI;
		or

	  

	 (iii) Default
		by any Loan Party in the observance of any covenant or agreement contained in
		Sections
		 10.4
		(with
		respect to the first sentence thereof) or 10.7(a);
		or

	  

	 (d) Other
		Covenants.
		Default by any Loan Party in the observance or performance of any other
		covenant or agreement contained or incorporated by reference in this Agreement
		or any other Loan Document and the continuance of such default unremedied for a
		period of 15 days; or

	  

	 (e) Effectiveness
		of the Security Documents. On or
		after the Closing Date and subject to Section
		10.16, (i)
		for any reason (other than any act on the part of any Agent or any Lender) any
		Security Document ceases to be or is not in full force and effect or any of the
		Liens intended to be created by any Security Document ceases to be or is not a
		valid and perfected Lien having the priority contemplated thereby with respect
		to Collateral having an aggregate fair market value in excess of $1,000,000 or
		(ii) any Borrower, or any other Loan Party shall assert in writing that any
		Security Document has ceased to be or is not in full force and effect;
		or

	  

	 (f) Cross
		Default. Any of
		Revlon or any of its Subsidiaries shall Cross Default;

	 
		 

		
		   
		

		
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	 (g) Control
		Persons. (i)
		Any Person (or group of Persons acting in concert), other than Ronald O.
		Perelman or, in the event of his incompetence or death, his estate, heirs,
		executor, administrator, committee or other personal representative and his (or
		any of their) Affiliates (without giving effect to clause
		(a) of the
		definition thereof) (collectively, “ROP”),
		shall “control”
		the Company, as such term is used in Rule 405 promulgated under the Securities
		Act of 1933, as amended, or (ii) in the event that ROP ceases to so
		“control”
		the Company, any other Person (or group of Persons acting in concert) shall
		own, directly or indirectly, equity interests representing more than 35% of the
		total voting power represented by the issued and outstanding equity interests
		of the Company then entitled to vote in the election of the Board of Directors
		of the Company, or (iii) the Continuing Directors shall cease to constitute at
		least a majority of the board of directors of the Company; or

	  

	 (h) Ownership. Revlon
		shall at any time for any reason cease to be the beneficial and record owner of
		100% of the outstanding shares of capital stock and other equity interests of
		the Company; or

	  

	 (i) Default
		under Company Tax Sharing Agreement. At any
		time, any party (other than the Company or any of its Subsidiaries) shall
		default in its payment obligations under the Company Tax Sharing Agreement;
		or

	  

	 (j) Commencement
		of Bankruptcy or Reorganization Proceeding. (i)
		Revlon, any Borrower or any of its Subsidiaries shall commence any case,
		proceeding or other action (A) under any existing or future law of any
		jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
		reorganization or relief of debtors, seeking to have an order for relief
		entered with respect to it, or seeking to adjudicate it as bankrupt or
		insolvent, or seeking reorganization, arrangement, adjustment, wind-up,
		liquidation, dissolution, composition or other relief with respect to it or its
		debts, or (B) seeking appointment of a receiver, trustee, custodian or other
		similar official for it or for all or any substantial part of its assets; or,
		(ii) there shall be commenced against Revlon, any Borrower or any of its
		Subsidiaries any such case, proceeding or other action referred to in
		clause
		(i) of this
		paragraph
		(j) which
		results in the entry of an order for relief or any such adjudication or
		appointment remains undismissed, undischarged or unbonded for a period of 60
		days; provided,
		however, that
		each Borrower, for itself and as agent for each of its Subsidiaries, hereby
		expressly authorizes each Agent and each Lender to appear in any court
		conducting any such case, proceeding or other action during such 60-day period
		to preserve, protect and defend their rights under the Loan Documents; or (iii)
		there shall be commenced against Revlon, any Borrower or any of its
		Subsidiaries any case, proceeding or other action seeking issuance of a warrant
		of attachment, execution, distraint or similar process against all or any
		substantial part of its assets which results in the entry of an order for any
		such relief which shall not have been vacated, discharged, or stayed or bonded
		pending appeal within 60 days from the entry thereof; or (iv) Revlon, any
		Borrower or any of its Subsidiaries shall take any action authorizing, or in
		furtherance of, or indicating its consent to, approval of, or acquiescence in,
		any of the acts set forth above in this paragraph
		(j); or (v)
		Revlon, any Borrower or any of its Subsidiaries shall generally not, or shall
		be unable to, or shall admit in writing its inability to, pay its debts as they
		become due; or

	  

	 (k) Material
		Judgments. (i)
		One or more judgments or decrees shall be entered against the Company or any of
		its Subsidiaries involving in the aggregate a liability of $5,000,000 or more
		or any judgment or decree shall be entered against Revlon in excess of
		$20,000,000 (or, in each case, with respect to any other currency, the
		Equivalent thereof) and all such judgments or decrees shall not have been
		vacated, stayed, satisfied, discharged or bonded (or, if available subject to
		the foreign equivalent thereof) pending appeal within 60 days from the
		

	 
		 

		
		   
		

		
		  135
		

		
		   
		


		

		
		

		

		 
entry
		thereof (provided that no Event of Default shall arise under this Section
		12.1(k) as a
		result of any such judgment or decree to the extent that (x) it is covered by a
		valid policy of insurance covering payment thereof which has been provided by
		an Eligible Insurer and (y) such Eligible Insurer has been notified of, and has
		not disputed the claim made for payment of, the amount of such judgment or
		decree) or (ii) any non-monetary judgment or order shall be rendered against
		the Company or any of its Subsidiaries that is reasonably likely to have a
		Material Adverse Effect, and in the case of either clause
		(i) or
		(ii), there
		shall be any period of 10 consecutive days during which a stay of enforcement
		of such judgment or order, by reason of a pending appeal or otherwise, shall
		not be in effect unless such judgment or order shall have been vacated,
		satisfied, discharged or bonded (or, if available subject to the foreign
		equivalent thereof) pending appeal; or

	  

	 (l) ERISA. (i)
		Any Person shall engage in any “prohibited
		transaction”
		(as defined in Section 406 of ERISA or Section 4975 of the Code) involving any
		Plan, (ii) any “accumulated
		funding deficiency”
		(as defined in Section 302 of ERISA), whether or not waived, shall exist with
		respect to any Plan or, for years for which funding requirements are governed
		by the Pension Protection Act of 2006, any failure to satisfy the applicable
		minimum funding standard under Section 412(a)(2) of the Code, whether or not
		waived, shall exist with respect to any Plan, (iii) a Reportable Event shall
		occur with respect to, or proceedings shall commence to have a trustee
		appointed, or a trustee shall be appointed, to administer or to terminate, any
		Single Employer Plan, which Reportable Event or commencement of proceedings or
		appointment of a trustee is, in the reasonable opinion of the Required Lenders,
		likely to result in the termination of such Plan for purposes of Title IV of
		ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV
		of ERISA, (v) the Company or any Commonly Controlled Entity of the Company
		shall, or in the reasonable opinion of the Required Lenders is likely to, incur
		any liability in connection with a withdrawal from, or the Insolvency or
		Reorganization of, a Multiemployer Plan or (vi) any other event or condition
		shall occur or exist, with respect to a Plan; and in each case in clauses
		(i) through
		(vi) above,
		such event or condition, together with all other such events or conditions, if
		any, would be reasonably likely to have a Material Adverse Effect;
		or

	  

	 (m) Matters
		Relating to Subordinated and Other Indebtedness. On or
		after the Closing Date, (i) if for any reason (other than any act on the part
		of any Agent or any Lender) (A) any Affiliate Subordination Letter then
		required to be delivered by an Affiliate pursuant to the terms of this
		Agreement shall cause to be or shall not be in full force and effect or (B) any
		Affiliate which is party to an Affiliate Subordination Letter shall assert in
		writing that the Affiliate Subordination Letter to which it is a party has
		ceased to be or is not in full force and effect or (ii) any Subordinated Notes
		or other Indebtedness (other than trade credit in the ordinary course of
		business and any Capital Contribution Note) of the Company or any of its
		Subsidiaries shall be held by (or otherwise owing to) any Affiliate of the
		Company (other than officers and directors of the Company) if such Affiliate
		has not executed and delivered an agreement substantially in the form of the
		Affiliate Subordination Letter within ten Business Days following the
		acquisition of such Indebtedness by such Affiliate; provided,
		however, that
		an Affiliate Subordination Letter shall not be required to be delivered with
		respect to (i) trade credit in the ordinary course of business, (ii) any
		Capital Contribution Note, (iii) any M&F Loan, (iv) any Indebtedness
		permitted under Section
		11.2(o) or (v)
		any Indebtedness of the Company or any of its Subsidiaries of a class that is
		publicly held or issued pursuant to a Rule 144A offering, including
		Indebtedness issued pursuant to an Indenture; or

	  

	 (n) Additional
		Subsidiaries. Revlon
		shall create or otherwise have any direct Subsidiary other than the Company;
		or

	 
		 

		
		   
		

		
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	 (o) Capital
		Contributions. Revlon
		shall fail to promptly (and in any event within five Business Days following
		receipt by it of the applicable Net Proceeds) make Capital Contributions to the
		Company in an amount equal to 100% of the Net Proceeds of any Equity Offering
		(other than amounts which are applied by Revlon to repurchase, repay, defease
		or redeem any Subordinated Notes, Existing Senior Notes, New Term Loans or
		other Indebtedness for borrowed money of the Company scheduled to mature on or
		prior to the Stated Multi-Currency Termination Date, which Indebtedness so
		purchased is substantially concurrently contributed by Revlon to the capital of
		the Company or transferred in exchange for Stock of the Company);
		or

	  

	 (p) Revlon
		Operations. Revlon
		shall have any meaningful assets (other than any Capital Contribution Notes or
		rights with respect to the M&F Investment Agreement, the Company Tax
		Sharing Agreement and the Stockholders Agreement) or Indebtedness (other than
		(w) Indebtedness the Net Proceeds of which are applied to prepay the New Term
		Loans and reduce the Aggregate Multi-Currency Commitments to the extent
		required by Section
		7.3(e)(i), (x)
		Indebtedness of the type contemplated by clause
		(i) of the
		definition of such term, (y) Indebtedness in respect of the Guaranty and (z)
		Indebtedness in respect of the Indentures or other permitted Indebtedness of
		the Company) or shall conduct any meaningful business, other than (i) its
		ownership of the Company and (ii) such activities as are customary for a
		publicly traded holding company which is not itself an operating company;
		or

	  

	 (q) M&F
		Loans. Any
		M&F Lender shall have failed to fund any binding commitments by such
		M&F Lender under any agreement governing any M&F Loan, which request
		shall be sent promptly to the Administrative Agents pursuant to Section
		10.2(f) hereof;
		or

	  

	 (r) Designated
		Senior Secured Notes. The
		Company shall not have repurchased, repaid, defeased or redeemed in full all of
		the Designated Senior Secured Notes issued and outstanding under the Designated
		Senior Secured Indenture within 60 days after the Closing Date; or


	  

	 (s) Subordinated
		Notes. The
		Subordinated Notes or the guarantees thereof (or any refinancing Indebtedness
		of the Subordinated Notes incurred pursuant to Section
		11.2(b)(vi)(A)) shall
		cease, for any reason, to be validly subordinated to the Payment Obligations as
		provided in the Subordinated Note Indenture (or the agreement governing such
		refinancing Indebtedness) or the trustee in respect of the Subordinated Notes
		(or the agreement governing such refinancing Indebtedness) or the holders of at
		least 25% in aggregate principal amount of the Subordinated Notes (or such
		refinancing Indebtedness) shall so assert; or

	  

	 (t) Additional
		Equity Offerings. (i)
		The aggregate commitments by the M&F Lenders to provide the M&F Loans
		to the Company (whether such commitments are funded or unfunded) shall be less
		than $87,000,000 at any time during the period from the Amendment No. 2
		Effective Date to the date on which Revlon shall have consummated one or more
		Equity Offerings after the Amendment No. 2 Effective Date generating at least
		$75,000,000 in gross proceeds and made Capital Contributions to the Company in
		an amount equal to the Net Proceeds in respect thereof, other than amounts
		which are applied by Revlon to repurchase, repay, defease or redeem any
		Subordinated Notes, Existing Senior Notes, New Term Loans or other Indebtedness
		for borrowed money of the Company scheduled to mature on or prior to the Stated
		Multi-Currency Termination Date (provided that no such Equity Offering shall be
		required hereunder), or (ii) the Company shall fail to apply any Capital
		Contributions referred to in clause (i) above promptly after its receipt
		thereof to repurchase, repay, defease or redeem any Subordinated Notes,
		Existing Senior Notes, New Term Loans or other Indebtedness for borrowed
		

	 
		 

		
		   
		

		
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	 money of
		the Company scheduled to mature on or prior to the Stated Multi-Currency
		Termination Date, including, without limitation, repayment of outstanding
		Multi-Currency Loans without any corresponding permanent reduction in the
		Aggregate Multi-Currency Commitment;

	  

	 then,
		and in any such event, (x) if such event is an Event of Default specified in
		clause
		(i), (ii) or
		(iii) of
		paragraph
		(j) of this
		Section
		12.1 with
		respect to any Loan Party, automatically the Commitments shall immediately
		terminate and the Loans hereunder (with accrued interest thereon) and all other
		amounts owing under this Agreement (including, without limitation, all amounts
		of L/C Obligations, whether or not the beneficiaries of the then outstanding
		Letters of Credit shall have presented the documents required thereunder), the
		Notes and the Drafts shall immediately become due and payable, and (y) if such
		event is any other Event of Default, any or all of the following actions may be
		taken: (i) with the consent of the Required Multi-Currency Lenders, the
		Multi-Currency Administrative Agent may, or upon the request of the Required
		Multi-Currency Lenders, the Multi-Currency Administrative Agent shall, by
		notice to the Company, declare the Aggregate Multi-Currency Commitment to be
		terminated forthwith, whereupon the Aggregate Multi-Currency Commitment shall
		immediately terminate; and/or (ii) with the consent of the Required
		Multi-Currency Lenders, the Multi-Currency Administrative Agent may, or upon
		the request of the Required Multi-Currency Lenders, the Multi-Currency
		Administrative Agent shall, by notice to the Company (on its own behalf and as
		agent for the Borrowing Subsidiaries), declare all or any part of the Revolving
		Credit Loans, Swing Line Loans, Local Loans and Acceptances (with accrued
		interest thereon) and any other amounts owing under this Agreement to the
		Multi-Currency Lenders (including, without limitation, all amounts of L/C
		Obligations, whether or not the beneficiaries of the then outstanding Letters
		of Credit shall have presented the documents required thereunder), the
		Revolving Credit Notes and the Drafts to be due and payable forthwith,
		whereupon the same shall immediately become due and payable; and/or (iii) with
		the consent of the Required Term Loan Lenders, the Term Loan Administrative
		Agent may, or upon the request of the Required Term Loan Lenders, the Term Loan
		Administrative Agent shall, by notice to the Company (on its own behalf and as
		agent for the Borrowing Subsidiaries), declare all or any part of the Term
		Loans (with accrued interest thereon) and any other amounts owing under this
		Agreement to the Term Loan Lenders and the Term Loan Notes to be due and
		payable forthwith, whereupon the same shall immediately become due and payable.
		In addition to the remedies set forth above, the Administrative Agents may
		direct the Collateral Agent to exercise any remedies provided for by the
		Security Documents in accordance with the terms thereof or any other remedies
		provided by applicable law.

	  

	 With
		respect to all Letters of Credit with respect to which presentment for honor
		shall not have occurred at the time of an acceleration pursuant to the
		preceding paragraph, the Company shall at such time deposit as collateral
		security for such Letters of Credit in a Cash Collateral Account an amount of
		cash in Dollars equal to the Deposit Requirement in effect at such time.
		Amounts held in such Cash Collateral Account shall be applied by the
		Multi-Currency Administrative Agent (in such order as it shall elect) to the
		payment of the Payment Obligations on account of the Letters of Credit which
		are then or thereafter due and payable and to cause any then-outstanding
		Undrawn L/C Obligations to be Fully Secured. Following the payment of all such
		Payment Obligations and the termination of all Letters of Credit, any balance
		remaining in such Cash Collateral Account shall be applied in accordance with
		the Intercreditor Agreement.

	  

	 Except
		as expressly provided above in this Section
		12.1,
		presentment, demand, protest and all other notices of any kind are hereby
		expressly waived.

	  

	 Section
		12.2   Right
		to Cure.  


	 
		 

		
		   
		

		
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	 (a) Notwithstanding
		anything to the contrary contained in Section
		12.1(c)(i), in the
		event that the Company fails to comply with the requirements of the covenant
		set forth in Section
		11.1(b) for any
		period, at any time on or before the tenth day after the date of delivery of a
		Notice of Intent to Cure by the Company to the Multi-Currency Administrative
		Agent pursuant to Section
		10.2(b), the
		Company shall have the right (the “Cure
		Right”)
		to issue Permitted Cure Securities to Revlon for cash or otherwise receive
		Capital Contributions in cash from Revlon, and upon the receipt by the Company
		of such cash (the “Cure
		Amount”),
		the covenant set forth in Section
		11.1(b) shall
		be recalculated, giving effect to a pro forma increase to EBITDA in accordance
		with the definition thereof for the fiscal quarter for which such Cure Right
		was exercised in an amount equal to such Cure Amount (and such increase shall
		be included in each period that includes such fiscal quarter); provided,
		however, that
		such pro forma adjustment to EBITDA shall be given solely for the purpose of
		determining the existence of a Default or an Event of Default under the
		covenant set forth in Section
		11.1(b) with
		respect to any period that includes the fiscal quarter for which such Cure
		Right was exercised and not for any other purpose under any Loan
		Document.

	  

	 (b) If,
		after the exercise of the Cure Right and the recalculations pursuant to
		clause
		(a) above,
		the Company shall then be in compliance with the requirements of the covenant
		set forth in Section
		11.1(b) for
		such fiscal quarter, the Company shall be deemed to have satisfied the
		requirements of the covenant set forth in Section
		11.1(b) as of
		the relevant date of determination with the same effect as though there had
		been no failure to comply therewith at such date, and the applicable Default or
		Event of Default under Section
		12.1(c)(i) that
		had occurred shall be deemed cured; provided,
		however, that
		(i) the Company may not exercise the Cure Right more than two times in any four
		fiscal quarter period, (ii) with respect to any exercise of the Cure Right, the
		Cure Amount shall be no greater than the amount required to cause the Company
		to be in compliance with the covenant set forth in Section
		11.1(b) and
		(iii) to the extent that the Cure Amount proceeds are used to repay
		Indebtedness, such Indebtedness shall not be deemed to have been repaid for
		purposes of calculating the covenant in Section
		11.1(b) for the
		period with respect to which such Cure Amount applies.

	  

	 ARTICLE
		XIII

	  

	 THE
		AGENTS

	  

	 Section
		13.1   Authorization
		and Action.  


	  

	 (a) Each
		Multi-Currency Lender and each Issuing Lender hereby appoints Citicorp as the
		Multi-Currency Administrative Agent hereunder, and each Multi-Currency Lender
		and each Issuing Lender authorizes the Multi-Currency Administrative Agent to
		take such action as agent on its behalf and to exercise such powers under this
		Agreement and the other Loan Documents as are delegated to the Multi-Currency
		Administrative Agent under such documents and to exercise such powers as are
		reasonably incidental thereto. Without limiting the foregoing, each
		Multi-Currency Lender and each Issuing Lender hereby authorizes the
		Multi-Currency Administrative Agent to execute and deliver, and to perform its
		obligations under, each of the Loan Documents to which the Multi-Currency
		Administrative Agent is a party, to exercise all rights, powers and remedies
		that the Multi-Currency Administrative Agent may have under such Loan
		Documents.

	  

	 (b) Each
		Term Loan Lender hereby appoints Citicorp as the Term Loan Administrative Agent
		hereunder and each Term Loan Lender authorizes the Term Loan Administrative
		Agent to take such action as agent on its behalf and to exercise such powers
		under 

	 
		 

		
		   
		

		
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	 this
		Agreement and the other Loan Documents as are delegated to the Term Loan
		Administrative Agent under such agreements and to exercise such powers as are
		reasonably incidental thereto. Without limiting the foregoing, each Term Loan
		Lender hereby authorizes the Term Loan Administrative Agent to execute and
		deliver, and to perform its obligations under, each of the Loan Documents to
		which the Term Loan Administrative Agent is a party, to exercise all rights,
		powers and remedies that the Term Loan Administrative Agent may have under such
		Loan Documents.

	  

	 (c) Each
		Lender and each Issuing Lender hereby acknowledges the appointment of Citicorp
		as the Collateral Agent, and hereby authorizes the Collateral Agent to take
		such action as agent on its behalf and to exercise such powers, as set forth in
		the Intercreditor Agreement.

	  

	 (d) As to
		any matters not expressly provided for by this Agreement and the other Loan
		Documents (including enforcement or collection), the Agents shall not be
		required to exercise any discretion or take any action, but shall be required
		to act or to refrain from acting (and shall be fully protected in so acting or
		refraining from acting) upon the instructions of (i) in the case of the
		Multi-Currency Administrative Agent, the Required Multi-Currency Lenders (or,
		where required by the express terms of this Agreement, a greater proportion of
		the Multi-Currency Lenders), and such instructions shall be binding upon each
		Multi-Currency Lender and each Issuing Lender, (ii) in the case of the Term
		Loan Administrative Agent, the Required Term Loan Lenders (or, where required
		by the express terms of this Agreement, a greater proportion of the Term Loan
		Lenders), and such instructions shall be binding upon each Term Loan Lender,
		and (iii) in the case of the Collateral Agent, as set forth in the
		Intercreditor Agreement, and such instructions shall be binding upon each
		Lender and each Issuing Lender (in each case, subject to any limitations
		imposed thereon in the Intercreditor Agreement); provided,
		however, that
		no Agent shall be required to take any action that (i) such Agent in good faith
		believes exposes it to personal liability unless such Agent receives an
		indemnification satisfactory to it from the applicable Lenders and the Issuing
		Lenders with respect to such action or (ii) is contrary to this Agreement or
		any Requirement of Law. Each Agent agrees to give to each applicable Lender and
		Issuing Lender prompt notice of each notice given to it by any Loan Party
		pursuant to the terms of this Agreement or the other Loan
		Documents.

	  

	 (e) In
		performing its functions and duties hereunder and under the other Loan
		Documents, each Agent is acting solely on behalf of (i) the applicable Lenders,
		(ii) in the case of the Multi-Currency Administrative Agent, the Issuing
		Lenders and (iii) in the case of the Collateral Agent, the Secured Parties and
		its duties are entirely administrative in nature. No Agent assumes, or shall be
		deemed to have assumed, any obligation other than as expressly set forth herein
		and in the other Loan Documents or any other relationship as the agent,
		fiduciary or trustee of or for any Lender, Issuing Lender, Secured Party or
		holder of any other Payment Obligation. Each Agent may perform any of their
		duties under any Loan Document by or through their agents or
		employees.

	  

	 (f) The
		Arranger, the Syndication Agent and the Documentation Agent shall have no
		obligations or duties whatsoever in such capacities under this Agreement or any
		other Loan Document and shall incur no liability hereunder or thereunder in
		such capacities.

	  

	 Section
		13.2   Agents’
		Reliance, Etc.
		  None of the Agents, any of their Affiliates or any of their
		respective directors, officers, agents or employees shall be liable for any
		action taken or omitted to be taken by it, him, her or them under or in
		connection with this Agreement or the other Loan Documents, except for its,
		his, her or their own gross negligence, 

	 
		 

		
		   
		

		
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	 bad
		faith or willful misconduct. Without limiting the foregoing, each of the Agents
		(a) may treat the payee of any Note as its holder until such Note has been
		assigned in accordance with Section
		14.6, (b)
		may rely on the Register to the extent set forth in
		Section 14.6, (c)
		may consult with legal counsel (including counsel to the Company or any other
		Loan Party), independent public accountants and other experts selected by it
		and shall not be liable for any action taken or omitted to be taken in good
		faith by it in accordance with the advice of such counsel, accountants or
		experts, (d) makes no warranty or representation to any Lender or Issuing
		Lender and shall not be responsible to any Lender or Issuing Lender for any
		statements, warranties or representations made by or on behalf of Revlon, the
		Company or any of the Company’s Subsidiaries in or in connection with this
		Agreement or any other Loan Document, (e) shall not have any duty to ascertain
		or to inquire either as to the performance or observance of any term, covenant
		or condition of this Agreement or any other Loan Document, as to the financial
		condition of any Borrower or any Loan Party or as to the existence or possible
		existence of any Default or Event of Default, (f) shall not be responsible to
		any Lender or Issuing Lender for the due execution, legality, validity,
		enforceability, genuineness, sufficiency or value of, or the attachment,
		perfection or priority of any Lien created or purported to be created under or
		in connection with, this Agreement, any other Loan Document or any other
		instrument or document furnished pursuant hereto or thereto and (g) shall incur
		no liability under or in respect of this Agreement or any other Loan Document
		by acting upon any notice, consent, certificate or other instrument or writing
		(which writing may be a telecopy or electronic mail) or any telephone message
		believed by it to be genuine and signed or sent by the proper party or
		parties.

	  

	 Section
		13.3   Posting
		of Approved Electronic Communications.  


	  

	 (a) Each of
		the Lenders, the Issuing Lenders and the Borrowers agree, and the Company shall
		cause each Subsidiary Guarantor to agree, that the Agents may, but shall not be
		obligated to, make the Approved Electronic Communications available to the
		Lenders and Issuing Lenders by posting such Approved Electronic Communications
		on IntraLinksTM or a substantially similar electronic platform chosen by
		the Agents to be their electronic transmission system (the “Approved
		Electronic Platform”).


	  

	 (b) Although
		the Approved Electronic Platform and its primary web portal are secured with
		generally-applicable security procedures and policies implemented or modified
		by the Administrative Agents from time to time (including, as of the Closing
		Date, a dual firewall and a User ID/Password Authorization System) and the
		Approved Electronic Platform is secured through a single-user-per-deal
		authorization method whereby each user may access the Approved Electronic
		Platform only on a deal-by-deal basis, each of the Lenders, the Issuing Lenders
		and the Borrowers acknowledges and agrees, and the Company shall cause each
		Subsidiary Guarantor to acknowledge and agree, that the distribution of
		material through an electronic medium is not necessarily secure and that there
		are confidentiality and other risks associated with such distribution. In
		consideration for the convenience and other benefits afforded by such
		distribution and for the other consideration provided hereunder, the receipt
		and sufficiency of which is hereby acknowledged, each of the Lenders, the
		Issuing Lenders and the Borrowers hereby approves, and the Company shall cause
		each Subsidiary Guarantor to approve, distribution of the Approved Electronic
		Communications through the Approved Electronic Platform and understands and
		assumes, and the Company shall cause each Subsidiary Guarantor to understand
		and assume, the risks of such distribution.

	  

	 (c) THE
		APPROVED ELECTRONIC COMMUNICATIONS AND THE APPROVED ELECTRONIC PLATFORM ARE
		PROVIDED “AS
		IS”
		AND “AS
		AVAILABLE”.
		NONE OF THE ADMINISTRATIVE AGENTS OR ANY OF THEIR AFFILIATES OR
		ANY

	 
		 

		
		   
		

		
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	  OF
		THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR
		REPRESENTATIVES (THE “AGENT
		AFFILIATES”)
		WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF THE APPROVED ELECTRONIC
		COMMUNICATIONS AND THE APPROVED ELECTRONIC PLATFORM AND EACH EXPRESSLY
		DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC
		COMMUNICATIONS AND THE APPROVED ELECTRONIC PLATFORM. NO WARRANTY OF ANY KIND,
		EXPRESS, IMPLIED OR STATUTORY (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
		MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD
		PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS) IS MADE BY THE
		AGENT AFFILIATES IN CONNECTION WITH THE APPROVED ELECTRONIC COMMUNICATIONS OR
		THE APPROVED ELECTRONIC PLATFORM.

	  

	 (d) Each of
		the Lenders, the Issuing Lenders and the Borrowers agree, and the Company shall
		cause each Subsidiary Guarantor to agree, that the Administrative Agents may,
		but (except as may be required by applicable law) shall not be obligated to,
		store the Approved Electronic Communications on the Approved Electronic
		Platform in accordance with the Administrative Agents’
		generally-applicable document retention procedures and policies.

	  

	 Section
		13.4   The
		Agents Individually.
		  With respect to its Commitments and Loans, the Multi-Currency
		Administrative Agent, the Term Loan Administrative Agent and the Collateral
		Agent, each in their individual capacity, shall each have and may exercise the
		same rights and powers hereunder and is subject to the same obligations and
		liabilities as and to the extent set forth herein for any other Lender. The
		terms “Lenders”,
		“Term
		Loan Lenders”,
		“Revolving
		Credit Lenders”,
		“Required
		Term Loan Lenders”,
		“Required
		Multi-Currency Lenders”,
		“Required
		Lenders”
		and any similar terms shall, unless the context clearly otherwise indicates,
		include, without limitation, each Administrative Agent and the Collateral Agent
		in its individual capacity as a Lender, a Term Loan Lender, a Multi-Currency
		Lender or as one of the Required Term Loan Lenders, Required Multi-Currency
		Lenders or Required Lenders. Any Administrative Agent or Collateral Agent or
		any of their respective Affiliates may accept deposits from, lend money to, and
		generally engage in any kind of banking, trust or other business with, any
		Borrower and any Loan Party as if such Person were not acting as an
		Agent.

	  

	 Section
		13.5   Lender
		Credit Decision.
		  Each Lender and each Issuing Lender acknowledges that it shall,
		independently and without reliance upon the Administrative Agents or any other
		Lender conduct its own independent investigation of the financial condition and
		affairs of the Borrowers and each Loan Party in connection with the making and
		continuance of the Loans and with the issuance of the Letters of Credit. Each
		Lender and each Issuing Lender also acknowledges that it shall, independently
		and without reliance upon the Administrative Agents or any other Lender and
		based on such documents and information as it shall deem appropriate at the
		time, continue to make its own credit decisions in taking or not taking action
		under this Agreement and other Loan Documents.

	  

	 Section
		13.6   Indemnification.
		  Each Lender agrees to indemnify each Agent and each of its
		Affiliates, and each of their respective directors, officers, employees, agents
		and advisors (to the extent not reimbursed by the Company), from and against
		such Lender’s Commitment Percentage of any and all liabilities,
		obligations, losses, damages, penalties, actions, judgments, suits, costs,
		expenses and disbursements (including fees, expenses and disbursements of
		financial and legal advisors) of any kind or nature whatsoever that may be
		imposed on, incurred by, or asserted against, such Agent or any of its
		Affiliates, directors, officers, employees, agents and advisors in any way
		relating to or arising out of this Agreement or the other Loan 

	 
		 

		
		   
		

		
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	 Documents
		or any action taken or omitted by such Agent under this Agreement or the other
		Loan Documents; provided,
		however, that
		no Lender shall be liable for any portion of such liabilities, obligations,
		losses, damages, penalties, actions, judgments, suits, costs, expenses or
		disbursements resulting from such Agent’s or such Affiliate’s gross
		negligence or willful misconduct. Without limiting the foregoing, each Lender
		agrees to reimburse each Agent promptly upon demand for its ratable share of
		any out-of-pocket expenses (including fees, expenses and disbursements of
		financial and legal advisors) incurred by such Agent in connection with the
		preparation, execution, delivery, administration, modification, amendment or
		enforcement (whether through negotiations, legal proceedings or otherwise) of,
		or legal advice in respect of its rights or responsibilities under, this
		Agreement or the other Loan Documents, to the extent that such Agent is not
		reimbursed for such expenses by the Company or another Loan Party.


	  

	 Section
		13.7   Successor
		Agent.
		  Subject to the terms of this Section
		13.7, each
		Administrative Agent may resign at any time by giving written notice thereof to
		the Lenders and the Company. Upon any such resignation, (a) the Required Term
		Loan Lenders shall have the right to appoint a successor Term Loan
		Administrative Agent and (b) the Required Multi-Currency Lenders shall have the
		right to appoint a successor Multi-Currency Administrative Agent. If no
		successor Administrative Agent shall have been so appointed, and shall have
		accepted such appointment, within 30 days after the retiring Administrative
		Agent’s giving of notice of resignation, then the retiring Administrative
		Agent may, on behalf of the applicable Lenders, appoint a successor
		Administrative Agent selected from among the applicable Lenders. In either
		case, such appointment shall be subject to the prior written approval of the
		Company (which approval may not be unreasonably withheld or delayed and shall
		not be required upon the occurrence and during the continuance of an Event of
		Default). Upon the acceptance of any appointment as Administrative Agent by a
		successor Administrative Agent, such successor Administrative Agent shall
		succeed to, and become vested with, all the rights, powers, privileges and
		duties of the retiring Administrative Agent, and the retiring Administrative
		Agent shall be discharged from its duties and obligations under this Agreement
		and the other Loan Documents. Prior to any retiring Administrative Agent’s
		resignation hereunder as Administrative Agent, the retiring Administrative
		Agent shall take such action as may be reasonably necessary to assign to the
		successor Administrative Agent its rights as Administrative Agent under the
		Loan Documents. After such resignation, the retiring Administrative Agent shall
		continue to have the benefit of this
		Article XIII as to
		any actions taken or omitted to be taken by it while it was Administrative
		Agent under this Agreement and the other Loan Documents. If no Lender has
		accepted appointment as a successor Term Loan Administrative Agent or
		Multi-Currency Administrative Agent within 30 days following a retiring
		Agent’s notice of resignation, the retiring Agent’s resignation shall
		nevertheless thereupon become effective, and the Required Term Loan Lenders or
		the Required Multi-Currency Lenders, as the case may be, shall assume and
		perform all of the duties of the retiring Term Loan Administrative Agent or
		Multi-Currency Administrative Agent hereunder until such time, if any, as the
		Required Term Loan Lenders or the Required Multi-Currency Lenders, as the case
		may be, appoint a successor agent as provided for above. The
		resignation and removal of the Collateral Agent shall be governed by the
		Intercreditor Agreement.

	  

	 Section
		13.8   Concerning
		the Collateral and the Security Documents.  


	  

	 (a) Each
		Multi-Currency Lender and each Issuing Lender agrees that any action taken by
		the Multi-Currency Administrative Agent or the Required Multi-Currency Lenders
		(or, where required by the express terms of this Agreement, a greater
		proportion of the Multi-Currency Lenders) in accordance with the provisions of
		this Agreement or of the other

	 
		 

		
		   
		

		
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	 Loan
		Documents, and the exercise by the Multi-Currency Administrative Agent or the
		Required Multi-Currency Lenders (or, where so required, such greater proportion
		of the Multi-Currency Lenders) of the powers set forth herein or therein,
		together with such other powers as are reasonably incidental thereto, shall be
		authorized and binding upon all of the Multi-Currency Lenders and the Issuing
		Lenders. Each Term Loan Lender agrees that any action taken by the Term Loan
		Administrative Agent or the Required Term Loan Lenders (or, where required by
		the express terms of this Agreement, a greater proportion of the Term Loan
		Lenders) in accordance with the provisions of this Agreement or of the other
		Loan Documents, and the exercise by the Term Loan Administrative Agent or the
		Required Term Loan Lenders (or, where so required, such greater proportion of
		the Term Loan Lenders) of the powers set forth herein or therein, together with
		such other powers as are reasonably incidental thereto, shall be authorized and
		binding upon all of the Term Loan Lenders. Each Lender and each Issuing Lender
		agrees that any action taken by the Collateral Agent in accordance with the
		provisions of this Agreement or of the other Loan Documents, and the exercise
		by the Collateral Agent of the powers set forth herein or therein, together
		with such other powers as are reasonably incidental thereto, shall be
		authorized and binding upon all of the Lenders, the Issuing Lenders and the
		other Secured Parties. Without limiting the generality of the foregoing, the
		Collateral Agent shall have the sole and exclusive right and authority to (i)
		act as the disbursing and collecting agent for the Lenders and the Issuing
		Lenders with respect to all payments and collections arising in connection with
		the Collateral and with the Security Documents, (ii) execute and deliver each
		Security Document and accept delivery of each such agreement delivered by
		Revlon, the Company or any of its Subsidiaries, (iii) act as collateral agent
		for the Lenders, the Issuing Lenders and the other Secured Parties for purposes
		of the perfection of all security interests and Liens created by such
		agreements and all other purposes stated therein; provided,
		however, that
		the Collateral Agent hereby appoints, authorizes and directs each
		Administrative Agent, Lender and each Issuing Lender to act as collateral
		sub-agent for the Administrative Agents, Collateral Agent, the Lenders, the
		Issuing Lenders and the other Secured Parties for purposes of the perfection of
		all security interests and Liens with respect to the Collateral, including any
		Deposit Accounts maintained by a Loan Party with, and cash and Cash Equivalents
		held by, such Administrative Agent, Lender or such Issuing Lender, (iv) manage,
		supervise and otherwise deal with the Collateral, (v) take such action as is
		necessary or desirable to maintain the perfection and priority of the security
		interests and Liens created or purported to be created by the Security
		Documents and (vi) except as may be otherwise specifically restricted by the
		terms hereof or of any other Loan Document, upon receipt of instructions from
		the Multi-Currency Administrative Agent or the New Term Loan Administrative
		Agent, as applicable, pursuant to the Intercreditor Agreement, exercise all
		remedies given to the Administrative Agents, the Lenders, the Issuing Lenders
		and the other Secured Parties with respect to the Collateral under the Loan
		Documents relating thereto, applicable law or otherwise.

	  

	 (b) Each of
		the Administrative Agents, the Lenders and the Issuing Lenders hereby
		authorizes and directs the Collateral Agent (without any further notice or
		consent) to, promptly release or subordinate any Lien as set forth in
		Section
		9 of the
		Intercreditor Agreement.

	  

	 ARTICLE
		XIV

	  

	 MISCELLANEOUS


	  

	 Section
		14.1   Amendments
		and Waivers.  


	  

	 (a) Except
		as otherwise expressly provided in this Agreement or the Intercreditor
		Agreement, the Administrative Agents, on the one hand, and the Company, on the
		

	 
		 

		
		   
		

		
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	 other
		hand, may from time to time with the prior written consent of the Required
		Lenders enter into written amendments, supplements or modifications for the
		purpose of adding, deleting or modifying any provision of any Loan Document or
		changing in any manner the rights, remedies, obligations and duties of the
		parties thereto, and with the written consent of the Required Lenders, the
		Administrative Agents, on behalf of the Lenders, may execute and deliver a
		written instrument waiving, on such terms and conditions as may be specified in
		such instrument, any of the requirements applicable to the Loan Parties, as the
		case may be, party to any Loan Document, or any Default or Event of Default and
		its consequences; provided,
		however,
		that:

	  

	 (i) without
		the consent of any Lender, the Company and the Administrative Agents may enter
		into any amendment necessary to implement the terms of a Facilities Increase in
		accordance with the terms of this Agreement (as in effect on the Amendment No.
		4 Effective Date);

	  

	 (ii) with the
		consent of only the Multi-Currency Administrative Agent and the Supermajority
		Multi-Currency Lenders and the Company, the Multi-Currency Administrative Agent
		may amend, supplement or otherwise modify or waive any of the terms and
		provisions (and related definitions) related to the Borrowing Base and any
		provisions (including advance rates) relating to the Maximum Multi-Currency
		Availability; 

	  

	 (iii) with the
		consent of only the Multi-Currency Administrative Agent and the Required
		Multi-Currency Lenders and the Company, the Multi-Currency Administrative Agent
		may amend, supplement or otherwise modify or waive any of the terms and
		provisions (and related definitions) (A) under
		Article III (Revolving Credit Sub-Facility),
		Article IV (Swing Line Sub-Facility),
		Article
		V (Letter of Credit Sub-Facility) and
		Article
		VI (Local Loan Sub-Facility) and any
		other provisions related solely to the borrowings (including any conditions to
		such borrowings or the Facility Increase and increases to interest rates and
		fees) and payment procedures under the Multi-Currency Facility, (B) solely
		affecting the relative rights, remedies, obligations and priorities among the
		Multi-Currency Lenders, which does not adversely affect any Term Loan Lender
		and (C) related to Section
		11.1(b) prior
		to the occurrence of any Event of Default arising thereunder (in each case,
		except to the extent any such amendment, supplement, modification or waiver
		would result in an increase of the Aggregate Multi-Currency Commitment, it
		being understood that any Facility Increase permitted under this Agreement as
		of the Closing Date does not constitute such increase);

	  

	 (iv) with the
		consent of only the Term Loan Administrative Agent and the Required Term Loan
		Lenders and the Company, the Term Loan Administrative Agent may amend,
		supplement or otherwise modify or waive any of the terms and provisions (and
		related definitions) (A) under
		Article II (Term Loan Commitment) and any
		other provisions related solely to the borrowings (including any conditions to
		such borrowings and increases to interest rates and fees) and payment
		procedures under the Term Loan Facility and (B) solely affecting the relative
		rights, remedies, obligations and priorities among the Term Loan Lenders, which
		does not adversely affect any Multi-Currency Lender (in each case, except to
		the extent any such amendment, supplement, modification or waiver would result
		in an increase of the Aggregate Term Loan Commitment or the aggregate
		outstanding principal amount of the Term Loans);

	  

	 (v) (A) no
		amendment, waiver or consent shall, unless in writing and signed by any Agent
		in addition to the Lenders required above to take such action, affect the
		

	 
		 

		
		   
		

		
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	 rights
		or duties of such Agent under this Agreement or the other Loan Documents, (B)
		no amendment, waiver or consent shall, unless in writing and signed by the
		Swing Line Lender, Issuing Lender or Local Fronting Lender in addition to the
		Lenders required above to take such action, affect the rights or duties of the
		Swing Line Lender, Issuing Lender or Local Fronting Lender, respectively, under
		this Agreement or the other Loan Documents and (C) no amendment, waiver or
		consent shall, unless in writing and signed by any Special Purpose Vehicle that
		has been granted an option pursuant to Section
		14.6(f), affect
		the grant or nature of such option or the right or duties of such Special
		Purpose Vehicle hereunder; 

	  

	 (vi) no
		amendment, supplement or modification of, or waiver or consent under, any of
		the Security Documents to which the Collateral Agent is a party shall be
		effective unless in writing and signed by the Collateral Agent (at the
		direction of the the Multi-Currency Administrative Agent, the Lenders, the New
		Term Loan Administrative Agent or the New Term Loan Lenders, as applicable,
		pursuant to the Intercreditor Agreement) in addition to the Agents and Lenders
		required above to take such action; and

	  

	 (vii) the
		Administrative Agents may, with the consent of the Company, amend, modify or
		supplement any Loan Document to cure any ambiguity, typographical error, defect
		or inconsistency;

	  

	 provided,
		further, that,
		except as otherwise expressly provided in this Agreement or the Intercreditor
		Agreement, no such waiver, amendment, supplement or modification shall be
		effective to, without the prior written consent, in addition to the Lenders
		required above to take such action, of each Lender directly affected
		thereby:

	  

	 (viii) (A)
		modify the Commitment of such Lender or subject such Lender to any additional
		obligation, (B) extend any scheduled final maturity of any Loan owing to such
		Lender, (C) waive or reduce, or postpone or cancel any scheduled date fixed for
		the payment of (it being understood that any mandatory prepayment required
		under Section
		7.3 does
		not constitute any scheduled date fixed for payments), principal of or interest
		on any such Loan or any fees owing to such Lender, (D) reduce, or release any
		Borrower from its obligations to repay, any other Payment Obligation owed to
		such Lender or (E) consent to the assignment or transfer by any Borrower of any
		of its rights and obligations under this Agreement;

	  

	 (ix) amend,
		modify or waive any provision of Section 7.4 (Application of Payments and
		Commitment Reductions), Section 7.15 (Pro Rata Treatment and Payments) or
		Section 14.7 (Adjustments; Set-off);

	  

	 (x) expressly
		subordinate any of the Payment Obligations or Liens securing the Payment
		Obligations, except in accordance with this Agreement and the Intercreditor
		Agreement;

	  

	 (xi) (A)
		amend, modify or waive this Section
		14.1 or any
		other provision specifying the Agents, Lenders or group of Lenders required for
		any amendment, modification or waiver thereof or (B) change the respective
		percentages specified in the definition of “Required
		Lenders,”
		“Required
		Multi-Currency Lenders,”
		or “Required
		Term Loan Lenders”;
		or 

	 
		 

		
		   
		

		
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	 (xii) release
		(A) all or substantially all of the Collateral provided for in the Security
		Documents, (B) the guarantee obligations of Revlon provided for in any Security
		Document or (C) the guarantee obligations of all or substantially all of the
		Guarantors (other than Revlon) provided for in the Security
		Documents.

	  

	 (b) Any
		waiver, amendment, supplement or modification pursuant to this Section
		14.1 shall
		apply equally to each of the Lenders and shall be binding upon the Lenders and
		all future holders of any of the Loans, the Notes, the L/C Reimbursement
		Obligations and all other Payment Obligations. In the case of such waiver, the
		parties to the Loan Documents, the Lenders, the Collateral Agent and the
		Administrative Agents shall be restored to their former positions and rights
		hereunder and under the Notes and the Security Documents, and any Default or
		any Event of Default waived shall, to the extent provided in such waiver, be
		deemed to be cured and not continuing; but, no such waiver shall extend to any
		subsequent or other Default or Event of Default, or impair any right consequent
		thereon. The Administrative Agents shall, as soon as practicable, furnish a
		copy of each such amendment, supplement, modification or waiver to each
		Lender.

	  

	 (c) To the
		extent (a) the consent of any Lender in its capacity as a Multi-Currency Lender
		or a Term Loan Lender, as applicable, is required, but not obtained (any such
		Lender whose consent is not obtained as described in this Section
		14.1(c) being
		referred to as a “Non-Consenting
		Lender”)
		in connection with any proposed amendment, modification, supplement or waiver
		(a “Proposed
		Change”)
		and (b) the applicable Administrative Agent shall have consented to such
		Proposed Change, at the request of the Company and with the consent of such
		Administrative Agent (in its sole discretion exercised reasonably), any
		Eligible Assignee reasonably acceptable to such Administrative Agent (which
		Eligible Assignee may be the Lender acting as such Administrative Agent and
		shall have consented to such Proposed Change) shall have the right (but not the
		obligation) to purchase from such Non-Consenting Lender, and such
		Non-Consenting Lender shall, upon the request of such Administrative Agent,
		sell and assign to such Eligible Assignee all of (i) the Multi-Currency
		Commitments, the Multi-Currency Loans and the Aggregate Actual Outstanding
		Multi-Currency Extensions of Credit or (ii) the Term Loan Commitments and the
		Term Loans, as the case may be, of such Non-Consenting Lender for an amount
		equal to the principal balance of all applicable Loans held by such
		Non-Consenting Lender under
		clause (i) or
		(ii) above
		and all accrued and unpaid interest and fees with respect thereto through the
		date of such sale and purchase (the “Purchase
		Amount”);
		provided,
		however, that
		such sale and purchase (and the corresponding assignment) shall not be
		effective until (A) such Administrative Agent shall have received from such
		Eligible Assignee an agreement in form and substance satisfactory to such
		Administrative Agent and the Company whereby such Eligible Assignee shall agree
		to be bound by the terms hereof, (B) such Non-Consenting Lender shall have
		received the Purchase Amount from such Eligible Assignee and (C) in the case of
		clause
		(ii) above,
		the Company shall have paid such Non-Consenting Lender an amount equal to the
		Prepayment Fee, if any, on the aggregate outstanding principal amount of all
		Term Loans subject to such sale and purchase (which sale and purchase shall
		constitute a prepayment of such Term Loans). Each Lender agrees that, if it
		becomes a Non-Consenting Lender, it shall execute and deliver to the applicable
		Administrative Agent (x) an Assignment and Acceptance to evidence such sale and
		assignment and (y) to the extent the Commitments and Loans subject to such
		Assignment and Acceptance are evidenced by a Note or Notes, such Note or Notes;
		provided,
		however, that
		the failure of any Non-Consenting Lender to execute an Assignment and
		Acceptance or deliver such Note or Notes shall not render such sale and
		purchase (and the corresponding assignment) invalid.


	 
		 

		
		   
		

		
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	 Section
		14.2   Notices.
		  (a) Addresses
		for Notices. All
		notices, demands, requests, consents and other communications provided for in
		this Agreement or any other Loan Document shall be given in writing, or by any
		telecommunication device capable of creating a written record (including
		electronic mail), and addressed to the party to be notified as
		follows:

	  

	 (i)    if to
		the Company:

	  

	 Revlon
		Consumer Products Corporation

	 237 Park
		Avenue

	 New
		York, New York 10017

	 Attention:
		Vice President, Finance and Treasury

	 Telecopy:
		(212) 527-5225

	 E-Mail
		Address: manuel.rivero@revlon.com

	  

	 with a
		copy (other than of items relating to funding and payments) to:

	  

	 Revlon
		Consumer Products Corporation

	 237 Park
		Avenue

	 New
		York, New York 10017

	 Attention:
		Executive Vice President, Chief Legal Officer and General Counsel

	 Telecopy:
		(212) 527-5693

	 E-Mail
		Address: robert.kretzman@revlon.com

	  

	 (ii)           if to
		any Lender, at its lending office specified opposite its name on Schedule
		I or on
		the signature page of any applicable Assignment and Acceptance;

	  

	 (iii)         if to
		any Issuing Lender, at the address set forth under its name on Schedule
		I;
		and

	  

	 (iv)      
		  if to
		the Administrative Agents or the Swing Line Lender:

	  

	 Citicorp
		USA, Inc.

	 388
		Greenwich Street

	 New
		York, New York 10013

	 Attention:
		James J. McCarthy

	 Telecopy
		no: (212) 816-2613

	 E-Mail
		Address: james.j.mccarthy@citigroup.com

	  

	 with a
		copy (other than of items relating to funding and payments) to:

	  

	 Weil,
		Gotshal & Manges LLP

	 767
		Fifth Avenue

	 New
		York, New York 10153-0119

	 Attention:
		Daniel S. Dokos

	 Telecopy
		no: (212) 310-8007

	 E-Mail
		Address: daniel.dokos@weil.com

	  

	 or at
		such other address as shall be notified in writing (x) in the case of the
		Company, the Administrative Agents and the Swing Line Lender, to the other
		parties and (y) in the case of all other parties, to the Company and the
		Administrative Agents.

	 
		
		   

		  
			  
		  

		  
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	 (b) Effectiveness
		of Notices. All
		notices, demands, requests, consents and other communications described in
		clause
		(a) above
		shall be effective (i) if delivered by hand, including any overnight courier
		service, upon delivery, (ii) if delivered by first class, postage prepaid mail,
		five days after deposited in the mails, (iii) except to any Loan Party, if
		delivered by posting to an Approved Electronic Platform, an Internet website or
		a similar telecommunication device requiring that a user have prior access to
		such Approved Electronic Platform, website or other device, when such notice,
		demand, request, consent and other communication shall have been made generally
		available on such Approved Electronic Platform, Internet website or similar
		device to the class of Person being notified (regardless of whether any such
		Person must accomplish, and whether or not any such Person shall have
		accomplished, any action prior to obtaining access to such items, including
		registration, disclosure of contact information, compliance with a standard
		user agreement or undertaking a duty of confidentiality) and (iv) if delivered
		by electronic mail or any other telecommunications device, when transmitted to
		an electronic mail address (or by another means of electronic delivery) as
		provided in clause
		(a) above;
		provided,
		however, that
		notices and communications to the Administrative Agents pursuant to
		Article
		II, Article III, Article IV, Article V, Article VI, Article VII
		and
		Article
		XIII shall
		not be effective until received by the Administrative Agents.

	  

	 (c) Use
		of Electronic Platform.
		Notwithstanding clauses (a)
		and
		(b) above
		(unless either Administrative Agent requests that the provisions of
		clauses
		(a) and
		(b) above
		be followed) and any other provision in this Agreement or any other Loan
		Document providing for the delivery of, any Approved Electronic Communication
		by any other means, the Loan Parties shall deliver all Approved Electronic
		Communications to each Administrative Agent by properly transmitting such
		Approved Electronic Communications electronically (in a format acceptable to
		the Administrative Agents) to oploanswebadmin@citigroup.com or such other
		electronic mail address (or similar means of electronic delivery) as such
		Administrative Agent may notify the Company. Nothing in this clause(c) shall
		prejudice the right of such Administrative Agent or any Lender or Issuer to
		deliver any Approved Electronic Communication to any Loan Party in any manner
		authorized in this Agreement.

	  

	 Section
		14.3   No
		Waiver; Cumulative Remedies.
		  No failure to exercise and no delay in exercising, on the part of
		the Administrative Agents, the Collateral Agent or any Lender, any right,
		remedy, power or privilege hereunder, shall operate as a waiver thereof; nor
		shall any single or partial exercise of any right, remedy, power or privilege
		hereunder preclude any other or further exercise thereof or the exercise of any
		other right, remedy, power or privilege. The rights, remedies, powers and
		privileges herein provided are cumulative and not exclusive of any rights,
		remedies, powers and privileges provided by law.

	  

	 Section
		14.4   Survival
		of Representations and Warranties.
		  All representations and warranties made hereunder and in any
		document, certificate or statement delivered pursuant hereto or in connection
		herewith shall survive the execution and delivery of this Agreement and the
		Notes.

	  

	 Section
		14.5   Payment
		of Expenses.
		  (a) The Company shall, and shall cause each other Loan Party to,
		upon demand, pay, or reimburse each Agent, for all of such Agent’s
		reasonable and invoiced internal audit, appraisal and valuation costs and
		expenses and all reasonable and invoiced out-of-pocket costs and expenses of
		every type and nature (including the reasonable fees, expenses and
		disbursements of the Agents’ counsel, Weil, Gotshal & Manges LLP (or
		any other primary counsel selected by such Agent), local legal counsel,
		auditors, accountants, appraisers, printers, insurance and environmental
		advisors, and other consultants and agents) incurred by such Agent in
		connection with any of the following: (i) each Administrative 

	 
		
		   

		  
			  
		  

		  
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	 Agent’s
		audit and investigation of the Company and its Subsidiaries in connection with
		the preparation, negotiation or execution of any Loan Document or such
		Administrative Agent’s periodic audits of the Company or any of its
		Subsidiaries, as the case may be, (ii) the preparation, negotiation, execution
		or interpretation of this Agreement (including, without limitation, the
		satisfaction or attempted satisfaction of any condition set forth in
		Article
		IX), any
		Loan Document or any proposal letter or commitment letter issued in connection
		therewith, or the making of the Loans hereunder, (iii) the creation, perfection
		or protection of the Liens under any Loan Document (including any reasonable
		fees, disbursements and expenses for local counsel in various jurisdictions as
		contemplated by the Agreement), (iv) the ongoing administration of this
		Agreement and the Loans, including consultation with attorneys in connection
		therewith and with respect to each Agent’s rights and responsibilities
		hereunder and under the other Loan Documents, (v) the protection, collection or
		enforcement of any Payment Obligation or the enforcement of any Loan Document,
		(vi) the commencement, defense or intervention in any court proceeding relating
		in any way to the Payment Obligations, any Loan Party, any of the
		Company’s Subsidiaries, this Agreement or any other Loan Document, (vii)
		the response to, and preparation for, any subpoena or request for document
		production with which such Agent is served or deposition or other proceeding in
		which such Agent is called to testify, in each case, relating in any way to the
		Payment Obligations, any Loan Party, any of the Company’s Subsidiaries,
		this Agreement or any other Loan Document or (viii) any amendment, consent,
		waiver, assignment, restatement, or supplement to any Loan Document or the
		preparation, negotiation and execution of the same.

	  

	 (b) The
		Company further agrees to, and to cause each other Loan Party to, pay or
		reimburse each of the Agents and each of the Lenders and Issuing Lenders upon
		demand for all out-of-pocket costs and expenses, including reasonable and
		invoiced attorneys’ fees (including costs of counsel and costs of
		settlement), incurred by such Agents, such Lenders or such Issuing Lenders in
		connection with any of the following: (i) in enforcing any Loan Document or
		Payment Obligation or any security therefor or exercising or enforcing any
		other right or remedy available by reason of an Event of Default, (ii) in
		connection with any refinancing or restructuring of the credit arrangements
		provided hereunder in the nature of a “work-out”
		or in any insolvency or bankruptcy proceeding, (iii) in commencing, defending
		or intervening in any litigation or in filing a petition, complaint, answer,
		motion or other pleadings in any legal proceeding relating to the Payment
		Obligations, any Loan Party, any of the Company’s Subsidiaries and related
		to or arising out of the transactions contemplated hereby or by any other Loan
		Document or (iv) in taking any other action in or with respect to any suit or
		proceeding (bankruptcy or otherwise) described in clause
		(i), (ii) or
		(iii)
		above.

	  

	 (c) Any
		obligation of the Company or any other Loan Party pursuant to this Section
		14.5 shall
		survive Full Satisfaction of the Payment Obligations.

	  

	 Section
		14.6   Assignments
		and Participations; Binding Effect.
		  (a) Each Lender may sell, transfer, negotiate or assign to one or
		more Eligible Assignees all or a portion of its rights and obligations
		hereunder (including all of its rights and obligations with respect to the Term
		Loans, the Revolving Credit Loans, the Swing Line Loans, the Local Loans, the
		Acceptances and the Letters of Credit); provided,
		however, that
		(i) if any such assignment shall be of the assigning Lender’s Aggregate
		Actual Outstanding Multi-Currency Extensions of Credit and Multi-Currency
		Commitments, such assignment shall cover the same percentage of such
		Lender’s Aggregate Actual Outstanding Multi-Currency Extensions of Credit
		and Multi-Currency Commitments, (ii) the aggregate amount being assigned
		pursuant to each such assignment (determined as of the date of the Assignment
		and Acceptance with respect to such assignment) shall in no event (if less than
		the assignor’s entire interest) be less than $1,000,000 or an integral
		

	 
		
		   

		  
			  
		  

		  
			 150
		  

		  
			  
		  


		  

		  
		  

		  

		   
 
 

	 multiple
		of $1,000,000 in excess thereof in the case of Term Loans, and $5,000,000 or an
		integral multiple of $1,000,000 in excess thereof in the case of Multi-Currency
		Commitments, except, in either case, (A) with the consent of the Company and
		the applicable Administrative Agent or (B) if such assignment is being made to
		a Lender or an Affiliate or Related Fund of such Lender and (iii) if such
		Eligible Assignee is not, prior to the date of such assignment, a Lender or an
		Affiliate or Related Fund of a Lender, such assignment shall be subject to the
		prior consent of the applicable Administrative Agent and the Company (which
		consents shall not be unreasonably withheld or delayed); and provided,
		further, that,
		notwithstanding any other provision of this
		Section 14.6, the
		consent of the Company shall not be required (x) for any assignment occurring
		when any Event of Default shall have occurred and be continuing and (y) for any
		assignment by an Administrative Agent or any Affiliate or Related Fund of an
		Administrative Agent of the Commitments or Loans held on the Closing Date by an
		Administrative Agent or any such Affiliate or Related Fund if such assignment
		is made as part of the primary syndication of the Term Loan Facility and the
		Multi-Currency Facility.

	  

	 (b) The
		parties to each such assignment shall execute and deliver to the applicable
		Administrative Agent, for its acceptance and recording, an Assignment and
		Acceptance, together with any Note (if the assigning Lender’s Loans are
		evidenced by a Note) subject to such assignment. Upon the execution, delivery,
		acceptance and recording of any Assignment and Acceptance and, other than in
		respect of assignments made pursuant to
		Section 14.1(c), the
		receipt by the applicable Administrative Agent from the assignee of an
		assignment fee in the amount of $3,500, from and after the effective date
		specified in such Assignment and Acceptance, (i) the assignee thereunder shall
		become a party hereto and, to the extent that rights and obligations under the
		Loan Documents have been assigned to such assignee pursuant to such Assignment
		and Acceptance, have the rights and obligations (including without limitation
		the obligations under Section
		7.12(c)) of a
		Lender hereunder; provided,
		however, that
		no Transferee (including an assignee that is already a Lender hereunder at the
		time of the assignment) shall be entitled to receive any greater amount
		pursuant to
		Section 7.12 than
		that to which the assignor Lender would have been entitled to receive had no
		such assignment occurred, (ii) the Notes (if any) corresponding to the Loans
		assigned thereby shall be transferred to such assignee by notification in the
		Register and (iii) the assignor thereunder shall, to the extent that rights and
		obligations under this Agreement have been assigned by it pursuant to such
		Assignment and Acceptance, relinquish its rights (except for those surviving
		the payment in full of the Payment Obligations) and be released from its
		obligations under the Loan Documents, other than those relating to events or
		circumstances occurring prior to such assignment (and, in the case of an
		Assignment and Acceptance covering all or the remaining portion of an assigning
		Lender’s rights and obligations under the Loan Documents, such Lender
		shall cease to be a party hereto). Solely
		for purposes of calculating the assignment fee under this Section
		14.6(b),
		multiple assignments on the same date by a Lender to its Affiliates or Related
		Funds shall constitute one assignment.

	  

	 (c) Each
		Administrative Agent shall maintain at its address referred to in
		Section 14.2 a copy
		of each Assignment and Acceptance delivered to and accepted by it and a
		register for the recording of the names and addresses of the Term Loan Lenders
		and the Multi-Currency Lenders, as applicable, and the applicable Commitments
		of and principal amount of and interest with respect to the Loans and L/C
		Obligations owing to each applicable Lender from time to time (each, a
		“Register”).
		Any assignment pursuant to this Section
		14.6 shall
		not be effective until such assignment is recorded in such Register. The
		entries in each Register shall be conclusive and binding for all purposes,
		absent manifest error, and the Loan Parties, the Administrative Agents and the
		Lenders may treat each Person whose name is recorded in such Register as a
		Lender for all purposes of this Agreement. All information contained in each
		

	 
		
		   

		  
			  
		  

		  
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	 Register
		as to any Lender shall be available for inspection by the Company, the
		Administrative Agents or such Lender at any reasonable time and from time to
		time upon reasonable prior notice.

	  

	 (d) Notwithstanding
		anything to the contrary contained herein, the Loans (including the Notes
		evidencing such Loans) and L/C Obligations are registered obligations and the
		right, title, and interest of the Lenders and their assignees in and to such
		Loans and L/C Obligations shall be transferable only upon notation of such
		transfer in the applicable Register. A Note shall only evidence the
		Lender’s or an assignee’s right, title and interest in and to the
		related Loan, and in no event is any such Note to be considered a bearer
		instrument or obligation. This Section
		14.6 shall
		be construed so that the Loans and L/C Obligations are at all times maintained
		in “registered
		form”
		within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal
		Revenue Code and any related regulations (or any successor provisions of the
		Internal Revenue Code or such regulations). Solely for purposes of this and for
		tax purposes only, the Administrative Agents shall act as the Company’s
		agent for purposes of maintaining such notations of transfer in each
		Register.

	  

	 (e) Upon its
		receipt of an Assignment and Acceptance executed by an assigning Lender and an
		assignee, the applicable Administrative Agent shall, if such Assignment and
		Acceptance has been completed, (i) accept such Assignment and Acceptance, (ii)
		record or cause to be recorded the information contained therein in the
		applicable Register and (iii) give prompt notice thereof to the Company. Within
		five Business Days after its receipt of such notice, the Company, at its own
		expense, shall, if requested by such assignee, execute and deliver to the
		applicable Administrative Agent, new Notes to the order of such assignee in an
		amount equal to the Loans and Commitments assumed by it pursuant to such
		Assignment and Acceptance and, if the assigning Lender has surrendered any Note
		for exchange in connection with the assignment and has retained Loans or
		Commitments hereunder, new Notes to the order of the assigning Lender in an
		amount equal to the Loans or Commitments retained by it hereunder. Such new
		Notes shall be dated the same date as the surrendered Notes.

	  

	 (f) In
		addition to the other assignment rights provided in this Section
		14.6, each
		Lender may do each of the following:

	  

	 (i) grant to
		a Special Purpose Vehicle the option to make all or any part of any Loan that
		such Lender would otherwise be required to make hereunder and the exercise of
		such option by any such Special Purpose Vehicle and the making of Loans
		pursuant thereto shall satisfy (once and to the extent that such Loans are
		made) the obligation of such Lender to make such Loans thereunder, provided,
		however, that
		(x) nothing herein shall constitute a commitment or an offer to commit by such
		a Special Purpose Vehicle to make Loans hereunder and no such Special Purpose
		Vehicle shall be liable for any indemnity or other Payment Obligation (other
		than the making of Loans for which such Special Purpose Vehicle shall have
		exercised an option, and then only in accordance with the relevant option
		agreement) and (y) such Lender’s obligations under the Loan Documents
		shall remain unchanged, such Lender shall remain responsible to the other
		parties for the performance of its obligations under the terms of this
		Agreement and shall remain the holder of the Payment Obligations for all
		purposes hereunder; and

	  

	 (ii) assign,
		as collateral or otherwise, any of its rights under this Agreement, whether now
		owned or hereafter acquired (including rights to payments of principal or
		interest on the Loans), to (A) without notice to or consent of the
		Administrative Agents or the Company, any Federal Reserve Bank (pursuant to
		Regulation A of the Federal Reserve Board) and (B) without consent of the
		Administrative Agents or the Company, 

	 
		
		   

		  
			  
		  

		  
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	 (1) any
		holder of, or trustee for the benefit of, the holders of such Lender’s
		securities and (2) any Special Purpose Vehicle to which such Lender has granted
		an option pursuant to clause
		(i)
		above;

	  

	 provided,
		however, that
		no such assignment or grant shall release such Lender from any of its
		obligations hereunder except as expressly provided in clause
		(i) above
		and except, in the case of a subsequent foreclosure pursuant to an assignment
		as collateral, if such foreclosure is made in compliance with the other
		provisions of this Section
		14.6 other
		than this clause
		(f) or
		clause
		(g) below.
		Each party hereto acknowledges and agrees that, prior to the date that is one
		year and one day after the payment in full of all outstanding commercial paper
		or other senior debt of any such Special Purpose Vehicle, such party shall not
		institute against, or join any other Person in instituting against, any Special
		Purpose Vehicle that has been granted an option pursuant to this clause
		(f) any
		bankruptcy, reorganization, insolvency or liquidation proceeding (such
		agreement shall survive the payment in full of the Payment Obligations). The
		terms of the designation of, or assignment to, such Special Purpose Vehicle
		shall not restrict such Lender’s ability to, or grant such Special Purpose
		Vehicle the right to, consent to any amendment or waiver to this Agreement or
		any other Loan Document or to the departure by the Company from any provision
		of this Agreement or any other Loan Document without the consent of such
		Special Purpose Vehicle except, as long as the Administrative Agents and the
		Lenders, Issuing Lenders and other Secured Parties shall continue to, and shall
		be entitled to continue to, deal solely and directly with such Lender in
		connection with such Lender’s obligations under this Agreement, to the
		extent any such consent would reduce the principal amount of, or the rate of
		interest on, any Payment Obligations, amend this clause
		(f) or
		postpone any scheduled date of payment of such principal or interest. Each
		Special Purpose Vehicle shall be entitled to the benefits of Section
		7.9(d),  7.10 and
		7.12 as if
		it were such Lender; provided,
		however, that
		anything herein to the contrary notwithstanding, the Company shall not, at any
		time, be obligated to make under Section
		7.9(d),
		7.10 and
		7.12 to any
		such Special Purpose Vehicle and any such Lender any payment in excess of the
		amount the Company would have been obligated to pay to such Lender in respect
		of such interest if such Special Purpose Vehicle had not been assigned the
		rights of such Lender hereunder; provided,
		further, that
		any such Special Purpose Vehicle shall have complied with the requirements of
		Section
		7.12.


	  

	 (g) Each
		Lender may sell participations to one or more Persons in or to all or a portion
		of its rights and obligations under the Loan Documents (including all its
		rights and obligations with respect to Term Loans, the Revolving Credit Loans,
		the Swing Line Loans, the Local Loans, the Acceptances and the Letters of
		Credit). The terms of such participation shall not, in any event, require the
		participant’s consent to any amendments, waivers or other modifications of
		any provision of any Loan Documents, the consent to any departure by any Loan
		Party therefrom, or to the exercising or refraining from exercising any powers
		or rights such Lender may have under or in respect of the Loan Documents
		(including the right to enforce the obligations of the Loan Parties), except if
		any such amendment, waiver or other modification or consent would (i) reduce
		the amount, or postpone any date fixed for the payment of principal, interest
		or fees payable to such participant under the Loan Documents, to which such
		participant would otherwise be entitled under such participation or (ii) result
		in the release of all or substantially all of the Collateral other than in
		accordance with
		Section 9 of the
		Intercreditor Agreement. In the event of the sale of any participation by any
		Lender, (w) such Lender’s obligations under the Loan Documents shall
		remain unchanged, (x) such Lender shall remain solely responsible to the other
		parties for the performance of such obligations, (y) such Lender shall remain
		the holder of such Payment Obligations for all purposes of this Agreement and
		(z) the Company, the Agents and the other Lenders shall continue to deal solely
		and directly with such Lender in connection with such Lender’s rights and
		obligations under this Agreement. Each 

	 
		
		   

		  
			  
		  

		  
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	 participant
		shall be entitled to the benefits of Section
		7.9(d), 7.10 and
		7.12 as if
		it were a Lender; provided,
		however, that
		notwithstanding anything herein to the contrary, the Company shall not, at any
		time, be obligated to make any payment under Section
		7.9(d), 7.10 and
		7.12 to the
		participants in the rights and obligations of any Lender (together with such
		Lender) in excess of the amount the Company would have been obligated to pay to
		such Lender in respect of such interest had such participation not been sold;
		provided,
		further, that
		any such participant shall have complied with the requirements of Section
		7.12.


	  

	 (h) Any
		Issuing Lender may at any time assign its rights and obligations hereunder to
		any other Issuing Lender by an instrument in form and substance satisfactory to
		the Company, the Multi-Currency Administrative Agent, such Issuing Lender and
		such other Issuing Lender. If any Issuing Lender ceases to be an Issuing Lender
		hereunder by virtue of any assignment made pursuant to this Section
		14.6, then,
		as of the effective date of such cessation, such Issuing Lender’s
		obligations to issue Letters of Credit pursuant to Article
		V shall
		terminate and such Issuing Lender shall be an Issuing Lender hereunder only
		with respect to outstanding Letters of Credit issued prior to such
		date.

	  

	 (i) This
		Agreement shall become effective when it shall have been executed by the
		Company, the Administrative Agents and the Collateral Agent and when the
		Administrative Agents shall have been notified by each Lender and Issuing
		Lender that such Lender or Issuing Lender has executed it and thereafter shall
		be binding upon and inure to the benefit of the Borrowers, the Administrative
		Agents, the Collateral Agent and each Lender and Issuing Lender and, in each
		case, their respective successors and assigns; provided,
		however, that
		no Borrower shall have the right to assign its rights hereunder or any interest
		herein without the prior written consent of the Lenders.

	  

	 Section
		14.7   Adjustments;
		Set-off.
		  (a) On the date of occurrence of any Event of Default specified in
		clause
		(i), (ii) or
		(iii) of
		Section
		12.1(j), each
		Multi-Currency Lender shall be deemed to have purchased an interest in the
		Payment Obligations owing to each other Multi-Currency Lender (and, to the
		extent necessary after giving effect to any actual recoveries on such Payment
		Obligations, shall actually fund such purchase) such that, after giving effect
		to all such purchases or deemed purchases, each Multi-Currency Lender is owed
		directly or through such purchase or deemed purchase the portion of the
		aggregate amount of Payment Obligations then outstanding with respect to the
		Aggregate Multi-Currency Commitment equal to such Lender’s ratable share
		of all Payment Obligations then outstanding with respect to such Aggregate
		Multi-Currency Commitment. Each Multi-Currency Lender hereby acknowledges and
		agrees that its obligation to purchase such Payment Obligations in accordance
		with the provisions of this Section
		14.7(a) shall
		be irrevocable and unconditional.

	  

	 (b) Unless
		an Event of Default has occurred and is continuing, if any Syndicated Lender (a
		“benefitted
		Lender”)
		shall at any time receive any payment of all or part of any of its Loans or L/C
		Reimbursement Obligations owing to it under any Commitment, or interest
		thereon, pursuant to a guarantee or otherwise, or receive any collateral in
		respect thereof (whether voluntarily or involuntarily, by set-off or
		otherwise), in a greater proportion than any such payment to and collateral
		received by any other Syndicated Lender, if any, in respect of such other
		Lender’s Loans or L/C Reimbursement Obligations, as the case may be, owing
		to it under such Commitment or interest thereon, such benefitted Lender shall
		purchase for cash from the other Syndicated Lenders such portion of each such
		other Syndicated Lender’s similar Loans or L/C Reimbursement Obligations,
		or shall provide such other Syndicated Lenders with the benefits of any such
		collateral, or the proceeds thereof, as shall be necessary to cause such
		benefitted Lender to share the excess payment or benefits of such collateral or
		proceeds ratably 

	 
		
		   

		  
			  
		  

		  
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	 with
		each of the Syndicated Lenders which hold such Commitment; provided,
		however, that
		if all or any portion of such excess payment or benefits is thereafter
		recovered from such benefitted Lender, such purchase shall be rescinded, and
		the purchase price and benefits returned, to the extent of such recovery, but
		without interest. Each Borrower agrees that each Lender so purchasing a portion
		of another Lender’s Loans or L/C Reimbursement Obligations may exercise
		all rights of payment (including, without limitation, rights of set-off) with
		respect to such portion as fully as if such purchasing Lender were the direct
		holder of such portion. After
		the delivery of a Notice of Actionable Default and prior to the withdrawal of
		all Notices of Actionable Default then pending, all payments or Collateral (or
		proceeds thereof) received by any Agent, Lender or Issuing Lender in
		contravention of this Agreement, the Intercreditor Agreement or any other Loan
		Document, shall be segregated and held in trust and forthwith paid over to the
		Collateral Agent to be applied pursuant to Section
		7.15(h).


	  

	 (c) Subject
		to the Intercreditor Agreement, in addition to any rights and remedies of the
		Syndicated Lenders provided by law, upon both the occurrence of an Event of
		Default and acceleration of the Payment Obligations owing in connection with
		this Agreement, each Syndicated Lender and each of its Affiliates shall have
		the right, without prior notice to the Company, any such notice being expressly
		waived to the extent permitted by applicable law, to set off and apply against
		any indebtedness, whether matured or unmatured, of the Company to such or any
		other Syndicated Lender or such Affiliate any amount owing from such Syndicated
		Lender or such Affiliate to the Company at, or at any time after, the happening
		of both of the above mentioned events, and such right of set-off may be
		exercised by such Syndicated Lender or such Affiliate against the Company or
		against any trustee in bankruptcy, debtor in possession, assignee for the
		benefit of creditors, receiver, custodian or execution, judgment or attachment
		creditor of the Company, or against anyone else claiming through or against the
		Company or such trustee in bankruptcy, debtor in possession, assignee for the
		benefit of creditors, receivers, or execution, judgment or attachment creditor,
		notwithstanding the fact that such right of set-off shall not have been
		exercised by such Syndicated Lender or such Affiliate prior to the making,
		filing or issuance, or service upon such Syndicated Lender or such Affiliate
		of, or of notice of, any such petition, assignment for the benefit of
		creditors, appointment or application for the appointment of a receiver, or
		issuance of execution, subpoena, order or warrant. Each Syndicated Lender
		agrees promptly to notify the Company and the Administrative Agents after any
		such set-off and application made by such Syndicated Lender or any of its
		Affiliates;
		provided,
		however, that
		the failure to give such notice shall not affect the validity of such set-off
		and application.

	  

	 (d) In
		addition to any rights and remedies of the Local Fronting Lenders provided by
		law, upon both the occurrence of an Event of Default and acceleration of the
		obligations owing in connection with this Agreement, each Local Fronting Lender
		shall have the right, without prior notice to any Borrower, any such notice
		being expressly waived to the extent permitted by applicable law, to set off
		and apply against any indebtedness, whether matured or unmatured, of such
		Borrower to such Local Fronting Lender any amount owing from such Local
		Fronting Lender to such Borrower at, or at any time after, the happening of
		both of the above mentioned events, and such right of set-off may be exercised
		by such Local Fronting Lender against such Borrower or against any trustee in
		bankruptcy, debtor in possession, assignee for the benefit of creditors,
		receiver, custodian or execution, judgment or attachment creditor of such
		Borrower, or against anyone else claiming through or against such Borrower or
		such trustee in bankruptcy, debtor in possession, assignee for the benefit of
		creditors, receivers, or execution, judgment or attachment creditor,
		notwithstanding the fact that such right of set-off shall not have been
		exercised by such Local Fronting Lender prior to the making, filing or
		issuance, or service upon such Local Fronting Lender of, or of notice of, any
		such petition, assignment for the benefit of creditors, appointment or
		application for the appointment of a receiver, or issuance of 

	 
		
		   

		  
			  
		  

		  
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	 execution,
		subpoena, order or warrant. Each Local Fronting Lender agrees promptly to
		notify such Borrower and the Administrative Agents after any such set-off and
		application made by such Local Fronting Lender; provided,
		however, that
		the failure to give such notice shall not affect the validity of such set-off
		and application.

	  

	 Section
		14.8   Delegation
		by each Local Borrowing Subsidiary.
		  Each Local Borrowing Subsidiary hereby irrevocably designates and
		appoints the Company as the agent of such Local Borrowing Subsidiary under this
		Agreement and the other Loan Documents for the purpose of giving notices and
		taking other actions delegated to such Local Borrowing Subsidiary pursuant to
		the terms of this Agreement and the other Loan Documents. In furtherance of the
		foregoing, each Local Borrowing Subsidiary hereby irrevocably grants to the
		Company such Local Borrowing Subsidiary’s power-of-attorney, and hereby
		authorizes the Company, to act in place of such Local Borrowing Subsidiary with
		respect to matters delegated to such Local Borrowing Subsidiary pursuant to the
		terms of this Agreement and the other Loan Documents and to take such other
		actions as are reasonably incidental thereto. Each Local Borrowing Subsidiary
		hereby further acknowledges and agrees that the Company shall receive all
		notices to such Local Borrowing Subsidiary for all purposes of this Agreement.
		The Company hereby agrees to provide prompt notice to the relevant Local
		Borrowing Subsidiary of any notices received and all action taken by the
		Company under this Agreement and the other Loan Documents on behalf of such
		Local Borrowing Subsidiary.

	  

	 Section
		14.9   Judgment.
		  The Payment Obligations of each Borrower in respect of each Local
		Loan and Acceptance reimbursement obligation due to any party hereto in Dollars
		(including, without limitation, by virtue of any conversion of a Local Loan or
		Acceptance from a Denomination Currency into Dollars pursuant to the provisions
		of Section
		6.4) or any
		holder of any bond which is denominated in Dollars, shall, notwithstanding any
		judgment in a currency (the “judgment
		currency”)
		other than Dollars, be discharged only to the extent that on the Business Day
		following receipt by such party or such holder (as the case may be) of any sum
		adjudged to be so due in the judgment currency such party or such holder (as
		the case may be) may in accordance with normal banking procedures purchase
		Dollars with the judgment currency; if the amount of Dollars so purchased is
		less than the sum originally due to such party or such holder (as the case may
		be) in Dollars, such Borrower agrees, as a separate obligation and
		notwithstanding any such judgment, to indemnify such party or such holder (as
		the case may be) against such loss, and if the amount of Dollars so purchased
		exceeds the sum originally due to any party to this Agreement or any holder of
		Notes (as the case may be), such party or such holder (as the case may be),
		agrees to remit to such Borrower, such excess.

	  

	 Section
		14.10   Intercreditor
		Agreement.
		  Each Lender hereby acknowledges that it has fully reviewed the
		Intercreditor Agreement and, by its execution of this Agreement, hereby
		consents to the execution and delivery of the Intercreditor Agreement by the
		Term Loan Administrative Agent, the Multi-Currency Administrative Agent and the
		Collateral Agent (in their respective capacities as Agents hereunder and as
		agent for the holders of the Designated Eligible Obligations) and agrees to
		comply with the terms thereof (which terms are incorporated herein by reference
		in their entirety) as if such Lender were a direct signatory
		thereto.

	  

	 Section
		14.11   Severability;
		Conflicts.
		  Any provision of this Agreement which is prohibited or
		unenforceable in any jurisdiction shall, as to such jurisdiction, be
		ineffective to the extent of such prohibition or 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. In the event of any
		conflict between the terms of this Agreement and any other Loan Document
		(except for the Intercreditor 

	 
		
		   

		  
			  
		  

		  
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	 Agreement),
		the terms of this Agreement shall govern. In the event of any conflict between
		the terms of the Intercreditor Agreement and this Agreement or any other Loan
		Document, the Intercreditor Agreement shall govern.

	  

	 Section
		14.12   Counterparts;
		Confidentiality.
		  (a) This
		Agreement may be executed by one or more of the parties to this Agreement on
		any number of separate counterparts and all of such counterparts taken together
		shall be deemed to constitute one and the same instrument. Delivery of an
		executed signature page of this Agreement by facsimile transmission or by
		posting on the Approved Electronic Platform shall be as effective as delivery
		of a manually executed counterpart hereof. A set of the copies of this
		Agreement signed by all the parties shall be lodged with the Company and the
		Administrative Agents.

	  

	 (b) Each
		Lender agrees that it will not disclose Confidential Information (as defined
		below) to any Person other than (i) as may be consented to by the Company, (ii)
		as may be required by law or pursuant to legal process and (iii) to prospective
		participants and Transferees and those of such Lender’s directors,
		officers, employees, examiners and professional advisors who have a need to
		know the Confidential Information in accordance with customary banking
		practices and who receive the Confidential Information having been made aware
		of the restrictions of this Section
		14.12(b). As
		used herein, the term “Confidential
		Information”
		means all information contained in materials relating to the Company and its
		Subsidiaries provided to the Lenders by the Company or its representatives or
		agents other than (x) information which is at the time so provided or
		thereafter becomes generally available to the public other than as a result of
		a disclosure by one or more Lenders, (y) information which was available to any
		Lender prior to its disclosure to the Lenders by the Company, its
		representatives or agents and (z) information which becomes available to one or
		more Lenders from a source other than the Company, its representatives or
		agents.

	  

	 Section
		14.13   Submission
		To Jurisdiction; Waivers.  
		(a) Each Local Borrowing Subsidiary hereby irrevocably and unconditionally
		submits to the non-exclusive jurisdiction of any New York state or federal
		court sitting in the City of New York and any competent court of the
		jurisdiction under the laws of which such Local Borrowing Subsidiary is
		organized (the “local
		court”),
		and any appellate court from any thereof, in any action or proceeding arising
		out of or relating to this Agreement, the Notes or any Draft. Each Local
		Borrowing Subsidiary hereby irrevocably and unconditionally agrees that all
		claims in respect of such action or proceeding may be heard and determined in
		such New York state court or local court or, to the extent permitted by law, in
		such federal court. Each Local Borrowing Subsidiary hereby irrevocably and
		unconditionally waives, to the fullest extent it may effectively do so, any
		defense of an inconvenient forum to the maintenance of such action or
		proceeding in any such court and any right of jurisdiction on account of the
		place of residence or domicile of such Local Borrowing Subsidiary. Each Local
		Borrowing Subsidiary hereby irrevocably and unconditionally appoints the
		Company as its agent to receive on behalf of such Local Borrowing Subsidiary
		and its property service of copies of the summons and complaint and any other
		process which may be served in any such action or proceeding in any such New
		York state or federal court. In any such action or proceeding in such New York
		state or federal court sitting in the City of New York, such service may be
		made on such Local Borrowing Subsidiary by delivering a copy of such process to
		such Local Borrowing Subsidiary in care of the Company at the Company’s
		address listed in Section
		14.2 and by
		depositing a copy of such process in the mails by certified or registered air
		mail, addressed to such Local Borrowing Subsidiary (such service to be
		effective upon such receipt by the Company and the depositing of such process
		in the mails as aforesaid). Each Local Borrowing Subsidiary hereby irrevocably
		and unconditionally authorizes and directs the Company to accept such service
		on its behalf. Each Local Borrowing Subsidiary hereby 

	 
		
		   

		  
			  
		  

		  
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	 agrees
		that, to the fullest extent permitted by applicable law, a final judgment in
		any such action or proceeding shall be conclusive and may be enforced in other
		jurisdictions by suit on the judgment or in any other manner provided by
		law.

	  

	 (b) The
		Company hereby irrevocably and unconditionally:

	  

	 (i) submits
		for itself and its property in any legal action or proceeding relating to this
		Agreement or any other Loan Document to which it is a party, or for recognition
		and enforcement of any judgment in respect thereof, to the non-exclusive
		general jurisdiction of the courts of the State of New York, the courts of the
		United States for the Southern District of New York, and appellate courts from
		any thereof;

	  

	 (ii) consents
		that any such action or proceeding may be brought in such courts and waives
		trial by jury and any objection that it may now or hereafter have to the venue
		of any such action or proceeding in any such court or that such action or
		proceeding was brought in an inconvenient court and agrees not to plead or
		claim the same;

	  

	 (iii) agrees
		that service of process in any such action or proceeding may be effected by
		mailing a copy thereof by registered or certified mail (or any substantially
		similar form of mail), postage prepaid, to it at its address set forth in
		Section
		14.2 or at
		such other address of which the Administrative Agents shall have been notified
		pursuant thereto; and

	  

	 (iv) agrees
		that nothing herein shall affect the right to effect service of process in any
		other manner permitted by law or shall limit the right to sue in any other
		jurisdiction.

	  

	 (c) Each
		Borrower, each Agent and each Lender hereby irrevocably and unconditionally
		waives trial by jury in any legal action or proceeding referred to in
		clause
		(a)
		above.

	  

	 Section
		14.14   Acknowledgements.
		  Each Borrower hereby acknowledges that:

	  

	 (a) it has
		been advised by counsel in the negotiation, execution and delivery of this
		Agreement and the other Loan Documents;

	  

	 (b) none of
		any Agent, the Arranger or any Lender has any fiduciary relationship with or
		duty to such Borrower arising out of or in connection with this Agreement or
		any of the other Loan Documents, and the relationship between each such Agent,
		Arranger and Lenders, on one hand, and such Borrower, on the other hand, in
		connection herewith or therewith is solely that of debtor and creditor;
		and

	  

	 (c) no joint
		venture is created hereby or by the other Loan Documents or otherwise exists by
		virtue of the transactions contemplated hereby among the Lenders or among such
		Borrower and the Lenders.

	  

	 Section
		14.15   USA
		PATRIOT Act.
		  Each Lender hereby notifies each of the Borrowers that pursuant to
		the requirements of the Act, it is required to obtain, verify and record
		information that identifies each Borrower, which information includes the name
		and address of

	 
		
		   

		  
			  
		  

		  
			 158
		  

		  
			  
		  


		  

		  
		  

		  

		   
 
 

	 each
		Borrower and other information that will allow such Lender to identify each
		Borrower in accordance with the Act.

	  

	 Section
		14.16   Governing
		Law.
		  This Agreement shall be governed by, and construed and interpreted
		in accordance with, the law of the State of New York.

	  

	 Section
		14.17   Indemnities.
		  (a) The Company agrees to, and shall cause each other Loan Party
		to, indemnify and hold harmless each Agent, the Arranger, each Lender and each
		Issuing Lender and each of their respective Affiliates, and each of the
		directors, officers, employees, agents, trustees, representatives, attorneys,
		consultants and advisors of or to any of the foregoing (including those
		retained in connection with the satisfaction or attempted satisfaction of any
		condition set forth in Article
		IX) (each
		such Person being an “Indemnitee”)
		from and against any and all claims, damages, liabilities, obligations, losses,
		penalties, actions, judgments, suits, costs, disbursements and expenses, joint
		or several, of any kind or nature (including reasonable fees, disbursements and
		expenses of financial and legal advisors to any such Indemnitee) that may be
		imposed on, incurred by or asserted against any such Indemnitee in connection
		with or arising out of any investigation, litigation or proceeding, whether or
		not such investigation, litigation or proceeding is brought by any such
		Indemnitee or any of its directors, security holders or creditors or any such
		Indemnitee, director, security holder or creditor is a party thereto, whether
		direct, indirect, or consequential and whether based on any federal, state or
		local law or other statutory regulation, securities or commercial law or
		regulation, or under common law or in equity, or on contract, tort or
		otherwise, in any manner relating to or arising out of this Agreement, any
		other Loan Document, any Payment Obligation, any Letter of Credit, or any act,
		event or transaction related or attendant to any thereof, or the use or
		intended use of the proceeds of the Loans or Letters of Credit or in connection
		with any investigation of any potential matter covered hereby (collectively,
		the “Indemnified
		Matters”);
		provided,
		however, that
		the Company shall not have any liability under this Section
		14.17 to an
		Indemnitee with respect to any Indemnified Matter to the extent such liability
		has resulted from the gross negligence or willful misconduct of that
		Indemnitee, as determined by a court of competent jurisdiction in a final
		non-appealable judgment or order; provided,
		further, that
		the Company shall not be required to reimburse the Indemnitees for the fees and
		expenses of more than one joint counsel for the Administrative Agents and the
		Collateral Agent and one joint counsel for the other Indemnitees unless such
		representation shall result in a conflict of interest among the Indemnitees.
		Without limiting the foregoing, “Indemnified
		Matters”
		include (i) all Environmental Liabilities and Costs arising from or connected
		with the past, present or future operations of the Company or any of its
		Subsidiaries involving any property subject to a Security Document, or damage
		to real or personal property or natural resources or harm or injury alleged to
		have resulted from any Release of Hazardous Materials on, upon or into such
		property or any contiguous real estate, (ii) any costs or liabilities incurred
		in connection with any Remedial Action concerning the Company or any of its
		Subsidiaries, (iii) any costs or liabilities incurred in connection with any
		Lien in favor of any Governmental Authority for Environmental Liabilities and
		Costs and (iv) any costs or liabilities incurred in connection with any other
		matter under any Environmental Law, including the Comprehensive Environmental
		Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et
		seq.) and applicable state property transfer laws, whether, with respect to any
		such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage,
		a mortgagee in possession, the successor in interest to the Company or any of
		its Subsidiaries, or the owner, lessee or operator of any property of the
		Company or any of its Subsidiaries by virtue of foreclosure, except, with
		respect to those matters referred to in clauses
		(i),
		(ii),
		(iii) and
		(iv) above,
		to the extent (x) incurred following foreclosure by the Collateral Agent, at
		the direction of the Administrative Agents, any Lender or any Issuing Lender,
		or any Agent, any Lender or any Issuing Lender having become the successor in
		interest to the Company or any of its Subsidiaries 

	 
		
		   

		  
			  
		  

		  
			 159
		  

		  
			  
		  


		  

		  
		  

		  

		   
 
 

	 and (y)
		to the extent attributable to acts of the Agents, such Lender or such Issuing
		Lender or any agent on behalf of such Agent, such Lender or such Issuing
		Lender.

	  

	 (b) The
		Company shall, and shall cause each other Loan Party to, indemnify the Agents,
		the Lenders and each Issuing Lenders for, and hold the Agents, the Lenders and
		each Issuing Lender harmless from and against, any and all claims for brokerage
		commissions, fees and other compensation made against the Agents, the Lenders
		and the Issuing Lenders for any broker, finder or consultant with respect to
		any agreement, arrangement or understanding made by or on behalf of any Loan
		Party or any of its Subsidiaries in connection with the transactions
		contemplated by this Agreement.

	  

	 (c) The
		Company, at the request of any Indemnitee, shall have the obligation to defend
		against any investigation, litigation or proceeding or requested Remedial
		Action, in each case contemplated in clause
		(a) above, and
		the Company, in any event, may participate in the defense thereof with legal
		counsel of the Company’s choice. In the event that such Indemnitee
		requests the Company to defend against such investigation, litigation or
		proceeding or requested Remedial Action, the Company shall promptly do so and
		lead such defense, and such Indemnitee shall have the right to have legal
		counsel of its choice participate in such defense; provided,
		however, that
		the fees and expenses of such counsel shall be reasonable for a secondary
		counsel; provided,
		further, that
		the Company shall not be required to reimburse the Indemnitees for the fees and
		expenses of more than one joint counsel for the Administrative Agents and the
		Collateral Agent and one joint counsel for the other Indemnitees unless such
		representation shall result in a conflict of interest among the Indemnitees. No
		action taken by legal counsel chosen by such Indemnitee in defending against
		any such investigation, litigation or proceeding or requested Remedial Action,
		shall vitiate or in any way impair the Company’s obligation and duty
		hereunder to indemnify and hold harmless such Indemnitee.

	  

	 (d) The
		Company agrees that any indemnification or other protection provided to any
		Indemnitee pursuant to this Agreement (including pursuant to this Section
		14.17) or any
		other Loan Document shall (i) survive Full Satisfaction of the Payment
		Obligations and (ii) inure to the benefit of any Person that was at any time an
		Indemnitee under this Agreement or any other Loan Document.

	  

	 Section
		14.18   Limitation
		of Liability.  
		(a) The Company agrees that no Indemnitee shall have any liability (whether in
		contract, tort or otherwise) to any Loan Party or any of their respective
		Subsidiaries or any of their respective equity holders or creditors for or in
		connection with the transactions contemplated hereby and in the other Loan
		Documents, except to the extent such liability is determined in a final
		non-appealable judgment by a court of competent jurisdiction to have resulted
		primarily from such Indemnitee’s gross negligence or willful misconduct.
		In no event, however, shall any Indemnitee be liable on any theory of liability
		for any special, indirect, consequential or punitive damages (including,
		without limitation, any loss of profits, business or anticipated savings). The
		Company hereby waives, releases and agrees (each for itself and on behalf of
		Revlon and the Company’s Subsidiaries) not to sue upon any such claim for
		any special, indirect, consequential or punitive damages, whether or not
		accrued and whether or not known or suspected to exist in its
		favor.

	  

	 (b) IN NO
		EVENT SHALL ANY AGENT AFFILIATE HAVE ANY LIABILITY TO ANY LOAN PARTY, LENDER,
		ISSUING LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR
		INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES
		(WHETHER IN TORT OR CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY OR ANY
		

	 
		
		   

		  
			  
		  

		  
			 160
		  

		  
			  
		  


		  

		  
		  

		  

		   
 
 

	 AGENT
		AFFILIATE’S TRANSMISSION OF APPROVED ELECTRONIC COMMUNICATIONS THROUGH THE
		INTERNET OR ANY USE OF THE APPROVED ELECTRONIC PLATFORM, EXCEPT TO THE EXTENT
		SUCH LIABILITY OF ANY AGENT AFFILIATE IS FOUND IN A FINAL NON-APPEALABLE
		JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FORM
		SUCH AGENT AFFILIATE’S GROSS NEGLIGENCE OR WILLFUL
		MISCONDUCT.

	  

	 [SIGNATURE
		PAGES
		FOLLOW]


	 
		
		   
 
 

	 
		 

		
		   
		

		
		  161
		

		
		   
		


		

		
		

		

		 
 

	  

	 IN WITNESS WHEREOF, the
		parties hereto have caused this Agreement to be executed by their respective
		officers thereunto duly authorized, as of the date first above
		written.

	  

	 
			 	 	
				REVLON
				  CONSUMER PRODUCTS CORPORATION
 
	 	 	
				By: 

					
				 

				/s/
				  Steven F. Schiffman
 
	 	 	 	
				
 
	 	 	 	
				Name:

					
				Steven
				  F. Schiffman
 
	 	 	 	
				Title:

					
				Senior
				  Vice President and Treasurer
 
	 	 	 
	 	 	
				REVLON
				  INTERNATIONAL CORPORATION (UK Branch), as a Local Borrowing
				  Subsidiary
 
	 	 	
				By: 

					
				 

				/s/
				  Michael T. Sheehan
 
	 	 	 	
				
 
	 	 	 	
				Name:

					
				Michael
				  T. Sheehan
 
	 	 	 	
				Title:

					
				Vice
				  President and Secretary
 
	 	 	 
	 	 	
				REVLON
				  AUSTRALIA Pty LIMITED, as a Local Borrowing Subsidiary
 
	 	 	
				By: 

					
				 

				/s/
				  Michael T. Sheehan
 
	 	 	 	
				
 
	 	 	 	
				Name:

					
				Michael
				  T. Sheehan
 
	 	 	 	
				Title:

					
				Attorney
				  in Fact
 
	 	 	 
	 	 	
				EUROPÉENNE
				  DE PRODUITS DE BEAUTÉ, S.A.S., as a Local Borrowing
				  Subsidiary
 
	 	 	 	 
	 	 	
				By: 

					
				/s/
				  Michael T. Sheehan
 
	 	 	 	
				
 
	 	 	 	
				Name:

					
				Michael
				  T. Sheehan
 
	 	 	 	
				Title:

					
				Attorney
				  in Fact
 
	 	 	 
	 	 	
				REVLON
				  S.p.A., as a Local Borrowing Subsidiary
 
	 	 	 	 
	 	 	
				By: 

					
				/s/
				  Michael T. Sheehan
 
	 	 	 	
				
 
	 	 	 	
				Name:

					
				Michael
				  T. Sheehan
 
	 	 	 	
				Title:

					
				Director

				

 

	 


	 
 

	 [SIGNATURE PAGE TO CREDIT AGREEMENT]

	 
 

	 
 
	  

	 
			 	 	
				CITICORP
				  USA, INC., as Term Loan Administrative Agent
 
	 	 	 	 
	 	 	
				By: 

					
				/s/ John
				  G. McAuley
 
	 	 	 	
				
 
	 	 	 	
				Name:

					
				John G.
				  McAuley
 
	 	 	 	
				Title:

					
				Vice
				  President
 

 

	  

	 
			 	 	
				CITICORP
				  USA, INC., as Multi-Currency Administrative Agent and Swing Line
				  Lender
 
	 	 	 	 
	 	 	
				By: 

					
				/s/
				  James J. McCarthy
 
	 	 	 	
				
 
	 	 	 	
				Name:

					
				James J.
				  McCarthy
 
	 	 	 	
				Title:

					
				Vice
				  President/Director
 

 

	  

	 
			 	 	
				CITICORP
				  USA, INC., as Collateral Agent
 
	 	 	 	 
	 	 	
				By: 

					
				/s/
				  James J. McCarthy
 
	 	 	 	
				
 
	 	 	 	
				Name:

					
				James J.
				  McCarthy
 
	 	 	 	
				Title:

					
				Vice
				  President/Director
 

 

	  

	 
			 	 	
				CITICORP
				  USA, INC., as Lender
 
	 	 	 	 
	 	 	
				By: 

					
				/s/
				  James J. McCarthy
 
	 	 	 	
				
 
	 	 	 	
				Name:

					
				James J.
				  McCarthy
 
	 	 	 	
				Title:

					
				Vice
				  President/Director
 

 

	  

	 
		 

		[SIGNATURE PAGE TO CREDIT AGREEMENT]

		
 

	 
 
	  

	 
			 	 	
				CITIBANK,
				  N.A., as Issuing Lender
 
	 	 	 	 
	 	 	
				By: 

					
				/s/
				  James J. McCarthy
 
	 	 	 	
				
 
	 	 	 	
				Name:

					
				James J.
				  McCarthy
 
	 	 	 	
				Title:

					
				Vice
				  President/Director
 

 

	 

		 

		[SIGNATURE PAGE TO CREDIT AGREEMENT]

		
 

	 
 
	  

	 
			
				SIGNED,
				  SEALED and DELIVERED
 	
				)

				
	
				by                                               ,

					
				)

				
	
				the
				  lawful attorney of
 	
				)  L.
				  S. /s/ Michael Sheehan
 
	
				REVLON
				  (HONG KONG) LIMITED,
 	
				)

				
	
				a Local
				  Borrowing Subsidiary
 	
				)

				
	
				in the
				  presence of :
 	
				)

				

 

	  

	 
			Witness’s
				signature	/s/
				Melissa J. Mitidiero
	
				
 	
				

				

 

	 Witness’s
		name Melissa J. Mitidiero

	 Occupation
		Senior Paralegal

	  

	 
		
		   

		  [SIGNATURE PAGE TO CREDIT AGREEMENT]

		  
 
 

	 
 
	  

	 
			 	 	
				WELLS
				  FARGO FOOTHILL, LLC, as a Lender
 
	 	 	 	 
	 	 	
				By: 

					
				/s/
				  Sanat Amladi
 
	 	 	 	
				
 
	 	 	 	
				Name:

					
				Sanat
				  Amladi
 
	 	 	 	
				Title:

					
				Vice
				  President
 

 

	 

		 

		[SIGNATURE PAGE TO CREDIT AGREEMENT]

		

	 

		
 
		 
 

	 
			 	 	
				GMAC
				  COMMERCIAL FINANCE LLC, as a Lender
 
	 	 	 	 
	 	 	
				By: 

					
				/s/
				  George Grieco
 
	 	 	 	
				
 
	 	 	 	
				Name:

					
				George
				  Grieco
 
	 	 	 	
				Title:

					
				Director

				

 

	  

	 
		
		   

		  [SIGNATURE PAGE TO CREDIT AGREEMENT]

		  
 
 

	 
 
	 
			 	 	
				UBS, AG,
				  STAMFORD BRANCH, as a Lender
 
	 	 	 	 
	 	 	
				By: 

					
				/s/
				  Wilfred V. Balm
 
	 	 	 	
				
 
	 	 	 	
				Name:

					
				Wilfred
				  V. Balm
 
	 	 	 	
				Title:

					
				Director


				Banking
				  Products Services, US
 
	 	 	 	 
	 	 	
				By: 

					
				/s/
				  Joselin Fernandes
 
	 	 	 	
				
 
	 	 	 	
				Name:

					
				Joselin
				  Fernandes
 
	 	 	 	
				Title:

					
				Associate
				  Director

				Banking
				  Products Services, US
 

 

	 

		 

		[SIGNATURE PAGE TO CREDIT AGREEMENT]

		

	 
 


	 
 
	  

	 
			 	 	
				STATE OF
				  CALIFORNIA PUBLIC EMPLOYEES’ RETIREMENT SYSTEM, as a Lender

				
	 	 	 	 
	 	 	
				By: 

					
				/s/
				  Curtis D. Ishii
 
	 	 	 	
				
 
	 	 	 	
				Name:

					
				Curtis
				  D. Ishii
 
	 	 	 	
				Title:

					
				Senior
				  Investment Officer
 

 

	 

		
		   

		  [SIGNATURE PAGE TO CREDIT AGREEMENT]