Exhibit 4.4
	 

	 
		

	 

	 
		AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT

	 

	 
		This AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT,
		dated as of December 20, 2006, is entered into among CITICORP USA, INC.
		(“Citicorp”), as administrative agent for the Multi-Currency
		Lenders (as defined below) and Issuing Lenders (as defined below) (in such
		capacity, the “Multi-Currency Administrative Agent”),
		CITICORP, as administrative agent for the Term Loan Lenders (as defined below)
		(in such capacity, the “Term Loan Administrative Agent”;
		together with the Multi-Currency Administrative Agent, the
		“Administrative Agents”), CITICORP, as collateral agent for
		the Secured Parties (in such capacity, the “Collateral
		Agent”), REVLON, INC. (“Revlon”), REVLON CONSUMER
		PRODUCTS CORPORATION (the “Company”) and each other Loan
		Party.
	 

	 
		W I T N E S S E T H :
	 

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

	 
		WHEREAS, the Company has requested that the Term Loan Facility under, and
		as defined in, the Existing Credit Agreement be refinanced pursuant to the Term
		Loan Agreement, dated as of December 20, 2006 (as such agreement may be
		amended, restated, supplemented, renewed or otherwise modified from time to
		time, together with any other agreements pursuant to which any of the
		Indebtedness, commitments, obligations, costs, expenses, fees, reimbursements,
		indemnities or other obligations payable or owing thereunder may be refinanced,
		restructured, renewed, extended, increased, refunded or replaced, the
		“Term Loan Agreement”, and together with the Existing Credit
		Agreement, the “Credit Agreements”), among the Company, as
		borrower, the lenders (the “Term Loan Lenders”; together with
		the Multi-Currency Lenders and the Issuing Lenders, the
		“Lenders”) party thereto, the Term Loan Administrative Agent
		and the Collateral Agent, and JPMorgan Chase Bank, N.A., as syndication agent,
		to provide for $840,000,000 in term loans;
	 

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

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

	 
		WHEREAS, this Agreement, on the terms and subject to the conditions set
		forth herein, shall amend and restate, in its entirety, the intercreditor and
		collateral agency agreement dated as of July 9, 2004 (as amended, supplemented
		or otherwise modified from time to time prior to the date hereof, the
		“Existing Intercreditor Agreement”) entered into by the
		parties hereto;
	 

	 
		
 

	 

	 
		 
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		

	 

	 
		

	 

	 
		

	 

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

	 
		Section 1.
	 

	 
		Definitions
	 

	 
		1.1
	 

	 
		Definitions
	 

	 
		(a)
	 

	 
		Unless otherwise defined herein, terms are used herein as defined in the
		Existing Credit Agreement or the Term Loan Agreement, as the context may
		require.  In addition, as used in this Agreement, the following terms
		shall have the following meanings (such meanings to be equally applicable to
		both the singular and plural forms of the terms defined):
	 

	 
		“Agent” shall mean each of the Senior Agent, the Junior
		Agent and the Collateral Agent.
	 

	 
		“Agreement” shall mean this Amended and Restated
		Intercreditor and Collateral Agency Agreement, as amended, restated,
		supplemented or otherwise modified from time to time in accordance with the
		terms hereof.
	 

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

	 
		“Bankruptcy Law” shall mean the Bankruptcy Code, or any
		similar federal, state or foreign Requirement of Law for the relief of debtors
		or any arrangement, reorganization, insolvency, moratorium, assignment for the
		benefit of creditors, any other marshalling of the assets and liabilities of
		the Company or any other Loan Party or any similar law relating to or affecting
		the enforcement of creditors’ rights generally.
	 

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

	 
		“Collateral Agent” shall include, in addition to the
		Collateral Agent referred to in the recitals hereto, any successors and assigns
		to the Collateral Agent permitted hereunder.
	 

	 
		“Collateral Documents” shall mean this Agreement, the
		Security Documents, the Senior Documents, the Junior Documents and all other
		security agreements, pledge agreements, mortgages, guaranties and other
		documents executed and/or delivered by the Loan Parties and accepted by the
		Collateral Agent.
	 

	 
		“Existing Credit Agreement” shall have the meaning set
		forth in the recitals to this Agreement.
	 

	 
		“Insolvency Proceeding” shall mean, collectively,
		(a) any voluntary or involuntary case or proceeding under the Bankruptcy
		Law with respect to the Company or any other Loan Party, (b) any other
		voluntary or involuntary insolvency, reorganization or bankruptcy case or
		proceeding, or any receivership, liquidation, reorganization or other similar
		case or proceeding with respect to the Company or any other Loan Party or with
		respect to any of their respective assets, (c) any liquidation,
		dissolution, reorganization or winding up of the Company or any Loan Party,
		whether voluntary or involuntary and whether or not involving insolvency or
		bankruptcy (except as permitted by Section 11.5 (or other applicable
		successor provision) of
	 

	 
		
 

	 

	 
		

	 

	 
		 
	 

	 
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		either Credit Agreement), and (d) any assignment for the benefit of
		creditors or any other marshaling of assets and liabilities of the Company or
		any other Loan Party.
	 

	 
		“Junior Agent” shall mean (a) with respect to any
		Multi-Currency Claim or any Multi-Currency Collateral, the Term Loan
		Administrative Agent and (b) with respect to any Term Loan Claim or any Term
		Loan Collateral, the Multi-Currency Administrative Agent.
	 

	 
		“Junior Claims” shall mean (a) with respect to any
		Multi-Currency Collateral, all Term Loan Claims and (b) with respect to any
		Term Loan Collateral, all Multi-Currency Claims.
	 

	 
		“Junior Documents” shall mean, collectively, with
		respect to any Junior Claim, any provision pertaining to such Junior Claim in
		any Loan Document or any other document, instrument or certificate evidencing
		or delivered in connection with such Junior Claim.
	 

	 
		“Junior Liens” shall mean (a) with respect to the
		Multi-Currency Collateral, all Liens securing the Term Loan Claims and (b) with
		respect to the Term Loan Collateral, all Liens securing the Multi-Currency
		Claims.
	 

	 
		“Junior Secured Parties” shall mean (a) with respect to
		the Multi-Currency Collateral, all Term Loan Secured Parties and (b) with
		respect to the Term Loan Collateral, all Multi-Currency Secured Parties.
	 

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

	 
		“Multi-Currency Administrative Agent” shall include, in
		addition to the Multi-Currency Administrative Agent referred to in the recitals
		hereto, (a) any successors and assigns thereto or any acting administrative
		agent, in each case, as permitted under the Existing Credit Agreement, and (b)
		if there is no acting Multi-Currency Administrative Agent, the Required Lenders
		(as defined in the Existing Credit Agreement).
	 

	 
		“Multi-Currency Claims” shall mean all Multi-Currency
		Secured Obligations and all extensions of credit under any financing, or any
		arrangement for use of cash collateral, under any Bankruptcy Law extended or
		provided to any Loan Party by the Multi-Currency Lenders.
	 

	 
		“Multi-Currency Collateral” shall mean, collectively,
		the “Multi-Currency Collateral,” as defined in the Pledge and
		Security Agreement, the Charged Assets (as defined in the Multi-Currency
		Debenture), any Real Property of the Loan Parties constituting Collateral (as
		defined in the Existing Credit Agreement) and any other Collateral (as defined
		in the Existing Credit Agreement) of the same type.
	 

	 
		“Multi-Currency Debenture” means that certain
		Multi-Currency Debenture, dated as of July 9, 2004, between the Company,
		Charles Revson Inc., Charles of the Ritz Group Ltd. and Revlon International
		Corporation (UK Branch), as Chargors, and the Collateral Agent.
	 

	 
		“Multi-Currency Eligible Obligation Holder” shall mean
		each holder of any Multi-Currency Eligible Obligation.
	 

	 
		
 

	 

	 
		

	 

	 
		 
	 

	 
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		“Multi-Currency Eligible Obligation” shall mean each
		Designated Eligible Obligation designated as a “Multi-Currency Eligible
		Obligation” by the Company to the Agents from time to time pursuant to
		Section 10.1.
	 

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

	 
		“Multi-Currency Secured Obligations” shall have the
		meaning set forth in the Pledge and Security Agreement.
	 

	 
		“Multi-Currency Secured Party” shall have the meaning
		set forth in the Pledge and Security Agreement.
	 

	 
		“Notice of Actionable Default” shall mean a written
		certification identified as a “Notice of Actionable Default,”
		substantially in the form attached hereto as Exhibit B or such other
		form reasonably satisfactory to the Collateral Agent, from any Administrative
		Agent addressed to the Collateral Agent certifying that an Event of Default has
		occurred and is continuing under the Existing Credit Agreement or the Term Loan
		Agreement, as the case may be, and that any required notice thereof has been
		given and any grace periods provided for therein have expired.
	 

	 
		“pay in full,” “paid in full” or
		“payment in full” shall mean with respect to any Secured
		Claims, the payment in full in cash of the principal of, accrued (but unpaid)
		interest and premium, if any, on all such Secured Claims and, with respect to
		letters of credit outstanding thereunder, delivery of cash collateral or
		backstop letters of credit in respect thereof in compliance with the relevant
		Collateral Documents, in each case, after or concurrently with termination of
		all Commitments (as defined in the Existing Credit Agreement) or Term Loan
		Commitments, as the case may be, thereunder and payment in full in cash of any
		other such Secured Claims that are due and payable at or prior to the time such
		principal and interest are paid.
	 

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

	 
		“Secured Claims” shall mean, collectively, the
		Multi-Currency Claims and the Term Loan Claims.
	 

	 
		“Secured Parties” shall mean, collectively, the Senior
		Secured Parties and the Junior Secured Parties.
	 

	 
		“Senior Agent” shall mean (a) with respect to any
		Multi-Currency Claim or any Multi-Currency Collateral, the Multi-Currency
		Administrative Agent and, after the payment in full of the Multi-Currency
		Claims, the Term Loan Administrative Agent and (b) with respect to any Term
		Loan Claim or any Term Loan Collateral, the Term Loan Administrative Agent and,
		after the payment in full of the Term Loan Claims, the Multi-Currency
		Administrative Agent.
	 

	 
		“Senior Claims” shall mean (a) with respect to any
		Multi-Currency Collateral, all Multi-Currency Claims and (b) with respect to
		any Term Loan Collateral, all Term Loan Claims.  “Senior
		Claims” shall include all interest accrued or accruing (or which
		would, absent the
	 

	 
		
 

	 

	 
		

	 

	 
		 
	 

	 
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		commencement of an Insolvency Proceeding, accrue) after the commencement
		of an Insolvency Proceeding in accordance with and at the rate specified in the
		Senior Documents whether or not the claim for such interest is allowed as a
		claim in such Insolvency Proceeding.  To the extent any payment with
		respect to the Senior Claims (whether by or on behalf of any Loan Party, as
		proceeds of security, enforcement of any right of setoff or otherwise) is
		declared to be fraudulent or preferential in any respect, set aside or required
		to be paid to a debtor in possession, trustee, receiver or similar Person, then
		the obligation or part thereof originally intended to be satisfied shall be
		deemed to be reinstated and outstanding as if such payment had not occurred.
	 

	 
		“Senior Collateral” shall mean (a) with respect to any
		Junior Secured Party, any Collateral on which it has a Junior Lien and (b) with
		respect to any Senior Secured Party, any Collateral on which it has a Senior
		Lien.
	 

	 
		“Senior Documents” shall mean, collectively, with
		respect to any Senior Claim, any provision pertaining to such Senior Claim in
		any Loan Document or any other document, instrument or certificate evidencing
		or delivered in connection with such Senior Claim.
	 

	 
		“Senior Liens” shall mean (a) with respect to the
		Multi-Currency Collateral, all Liens securing the Multi-Currency Claims and (b)
		with respect to the Term Loan Collateral, all Liens securing the Term Loan
		Claims.
	 

	 
		“Senior Secured Parties” shall mean (a) with respect to
		the Multi-Currency Collateral, all Multi-Currency Secured Parties and (b) with
		respect to the Term Loan Collateral, all Term Loan Secured Parties.
	 

	 
		“Term Loan Administrative Agent” shall include, in
		addition to the Term Loan Administrative Agent referred to in the recitals
		hereto, (a) any successors and assigns thereto or any acting Term Loan
		Administrative Agent, in each case, as permitted under the Term Loan Agreement,
		and (b) if there is no acting Term Loan Administrative Agent, the Required
		Lenders (as defined in the Term Loan Agreement).
	 

	 
		“Term Loan Claims” shall mean all Term Loan Secured
		Obligations and all extensions of credit under any financing, or any
		arrangement for use of cash collateral, under any Bankruptcy Law extended or
		provided to any Loan Party by the Term Loan Lenders.
	 

	 
		“Term Loan Collateral” shall have the meaning set forth
		in the Pledge and Security Agreement, the Charged Assets (as defined in the
		Term Loan Debenture) and any other Collateral (as defined in the Term Loan
		Agreement) of the same type.
	 

	 
		“Term Loan Commitments” shall have the meaning set forth
		in the Term Loan Agreement, and shall also mean the commitments to provide
		extensions of credit under any agreement that refinances, restructures, renews,
		extends, increases, refunds or replaces the Term Loan Agreement.
	 

	 
		“Term Loan Agreement” shall have the meaning set forth
		in the recitals to this Agreement.
	 

	 
		“Term Loan Debenture” means that certain Term Loan
		Debenture, dated as of December 20, 2006, among the Company, Charles Revson
		Inc., Charles of the Ritz Group Ltd. and Revlon International Corporation (UK
		Branch), as Chargors, and the Collateral Agent.
	 

	 
		
 

	 

	 
		

	 

	 
		 
	 

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

	 
		“Term Loan Eligible Obligation Holder” shall mean each
		holder of any Term Loan Eligible Obligation.
	 

	 
		“Term Loan Eligible Obligation” shall mean each
		Designated Eligible Obligation (other than a Multi-Currency Eligible
		Obligation).
	 

	 
		“Term Loan Secured Obligations” shall have the meaning
		set forth in the Pledge and Security Agreement.
	 

	 
		“Term Loan Secured Party” shall have the meaning set
		forth in the Pledge and Security Agreement.
	 

	 
		“Undesignated” shall mean, at any time, with respect to
		any obligation designated by the Company as a Designated Eligible Obligation
		hereunder, that such designation has been revoked at or before such time in
		accordance with Section 10.1.
	 

	 
		“Uniform Commercial Code” or “UCC”
		shall mean the Uniform Commercial Code of the State of New York, as amended.
	 

	 
		
	 

	 
		1.2
	 

	 
		Certain Other Terms
	 

	 
		(a)
	 

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

	 
		(b)
	 

	 
		References herein to an Annex, Schedule, Article, Section, subsection or
		clause, unless specifically stated otherwise, refer to the appropriate Annex or
		Schedule to, or Article, Section, subsection or clause in this Agreement.
	 

	 
		(c)
	 

	 
		Where the context requires, provisions relating to any Collateral, when
		used in relation to any Loan Party, shall refer to such Loan Party’s
		Collateral or any relevant part thereof.
	 

	 
		(d)
	 

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

	 
		(e)
	 

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

	 
		(f)
	 

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

	 
		
 

	 

	 
		

	 

	 
		 
	 

	 
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		Section 2.
	 

	 
		Collateral Agent
	 

	 
		2.1
	 

	 
		Appointment.  Each Secured Party hereby appoints Citicorp as
		the Collateral Agent hereunder and authorizes the Collateral Agent to take such
		action as agent on its behalf and to exercise such powers under this Agreement
		and the other Collateral Documents as are delegated to the Collateral Agent
		under such documents and to exercise such powers as are reasonably incidental
		thereto.  Without limiting the foregoing, each Secured Party hereby
		authorizes the Collateral Agent to execute and deliver, and to perform its
		obligations under, each of the Collateral Documents to which the Collateral
		Agent is a party, to exercise all rights, powers and remedies that the
		Collateral Agent may have under such documents and to act as agent for the
		Secured Parties under such Collateral Documents.
	 

	 
		2.2
	 

	 
		Actions; Direction of Administrative Agents.  
	 

	 
		(a)
	 

	 
		Except as set forth in Section 2.2(b), the Collateral Agent shall
		take, or refrain from taking, any action as directed in writing (i) by the
		applicable Administrative Agent as designated in the Existing Credit Agreement
		or the Term Loan Agreement, as applicable, or any other Loan Document with
		respect to such action, (ii) collectively by the Administrative Agents or (iii)
		in the absence of such events, with respect to any Collateral (and any
		provision of the Collateral Documents related thereto), (A) until the payment
		in full of the Senior Claims in respect of such Collateral, by the Senior Agent
		and (B) thereafter, the Junior Agent.  
	 

	 
		(b)
	 

	 
		From and after the receipt of any Notice of Actionable Default and prior
		to the withdrawal of all pending Notices of Actionable Default, the Collateral
		Agent shall take, or refrain from, taking any action, with respect to any
		Collateral (and any provision of the Collateral Documents related thereto), as
		directed in writing (i) until the payment in full of the Senior Claims in
		respect of such Collateral, by the Senior Agent and (ii) thereafter, the Junior
		Agent.  Each Administrative Agent, in the event all of the Events of
		Default giving rise to any Notice of Actionable Default issued by such
		Administrative Agent has been cured or waived or otherwise has ceased to exist
		pursuant to the Existing Credit Agreement or the Term Loan Agreement, as
		applicable, shall withdraw such Notice of Actionable Default by written notice
		to the Collateral Agent.
	 

	 
		(c)
	 

	 
		Each Administrative Agent shall promptly send to the other Administrative
		Agent a copy of any written directions given by such Administrative Agent
		pursuant to this Section 2.2; provided, however, that the
		failure to comply with this Section 2.2(c) shall not impair any of the
		rights, powers and remedies of such Administrative Agent or the Collateral
		Agent under any Collateral Document.
	 

	 
		(d)
	 

	 
		Notwithstanding anything to the contrary provided herein or in the
		Collateral Documents, the Collateral Agent shall not be obligated to take, or
		refrain from taking, any action (i) to the extent the Collateral Agent has
		received a written advice from its counsel that such action is in conflict with
		any applicable law, Collateral Document or order of any Governmental Authority
		or (ii) with respect to which the Collateral Agent, in its reasonable judgment,
		has not received adequate security or indemnity hereunder or under the
		Collateral Documents.
	 

	 
		(e)
	 

	 
		Nothing in this Section 2.2 shall impair the right of the
		Collateral Agent in its discretion to take or omit to take any action which is
		deemed proper by the Collateral Agent under the Collateral Documents and which
		it believes in good faith is not inconsistent with any
	 

	 
		
 

	 

	 
		

	 

	 
		 
	 

	 
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		direction of the applicable Administrative Agent delivered pursuant to
		this Section 2.2; provided, however, the Collateral Agent
		shall not be under any obligation to take any discretionary action under the
		provisions of this Agreement or any other Collateral Document unless so
		directed by the applicable Administrative Agent.
	 

	 
		2.3
	 

	 
		Limitation on Duties.  
	 

	 
		(a)
	 

	 
		The Collateral Agent shall be obliged to perform only such duties as are
		specifically set forth in this Agreement or any other Collateral Document, and
		no implied covenants or obligations shall be read into any Collateral Document
		against the Collateral Agent.  The Collateral Agent shall, upon receipt of
		any written direction pursuant to Section 2.2, exercise the rights and
		powers vested in it by any Collateral Document with respect to such direction,
		and the Collateral Agent shall not be liable with respect to any action taken
		or omitted in accordance with such direction.  If the Collateral Agent
		shall seek directions from any Administrative Agent or the Lenders with respect
		to any action under any Collateral Document, the Collateral Agent shall not be
		required to take, or refrain from taking, such action until it shall have
		received such direction.
	 

	 
		(b)
	 

	 
		The Collateral Agent’s sole duty with respect to the custody,
		safekeeping and physical preservation of the Collateral in its possession shall
		be to deal with it in the same manner as with similar property for its own
		account.  The powers conferred on the Collateral Agent hereunder and under
		the Collateral Documents are solely to protect the Collateral Agent’s
		interest in the Collateral (for itself and for the benefit of the Secured
		Parties) and, except as expressly set forth herein, shall not impose any duty
		upon the Collateral Agent to exercise any such powers.  The Collateral
		Agent shall be accountable only for amounts that it actually receives as a
		result of the exercise of such powers at the direction of the applicable
		Administrative Agent, and neither the Collateral Agent nor any of its officers,
		directors, employees or agents shall be responsible to any Secured Party or any
		Loan Party for any act or failure to act hereunder, except for its own gross
		negligence or willful misconduct.
	 

	 
		2.4
	 

	 
		Resignation and Removal.  
	 

	 
		(a)
	 

	 
		The Collateral Agent may resign at any time by giving written notice
		thereof to the Lenders and the Company.  The Collateral Agent may be
		removed at any time by the Administrative Agents, acting jointly, or the
		Required Secured Parties, by giving written notice thereof to the Collateral
		Agent and the Company.  Upon any such resignation or removal, the
		Administrative Agents, acting jointly, or the Required Secured Parties shall
		have the right to appoint a successor Collateral Agent.  If no successor
		Collateral Agent shall have been so appointed, and shall have accepted such
		appointment, within 30 days following the notice of resignation or removal,
		then the retiring Collateral Agent may, on behalf of the Secured Parties,
		appoint a successor Collateral Agent.  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).
	 

	 
		(b)
	 

	 
		Upon the acceptance of any appointment as the Collateral Agent by a
		successor Collateral Agent, such successor Collateral Agent shall succeed to,
		and become vested with, all the rights, powers, privileges and duties of the
		retiring Collateral Agent, and the retiring Collateral Agent shall be
		discharged from its duties and obligations under this Agreement, the Credit
		Agreements and the Collateral Documents.  Promptly after any retiring
		Collateral
	 

	 
		
 

	 

	 
		

	 

	 
		 
	 

	 
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		Agent’s resignation or removal hereunder as Collateral Agent, the
		retiring Collateral Agent shall take such action as may be reasonably necessary
		to assign to the successor Collateral Agent its rights as Collateral Agent
		under the Collateral Documents and to protect and maintain the Liens held by
		the Collateral Agent for the benefit of the Secured Parties (including delivery
		of any Collateral in its possession to the successor Collateral Agent).
		 After such resignation, the retiring Collateral Agent shall continue to
		have the benefit of Section 8 as to any actions taken or omitted to be
		taken by it while it was Collateral Agent under this Agreement, the Credit
		Agreements and the Collateral Documents.  
	 

	 
		(c)
	 

	 
		If no Person has accepted appointment as a successor Collateral Agent
		within 30 days following the notice of resignation or removal, the retiring
		Collateral Agent’s resignation or removal shall nevertheless thereupon
		become effective, and the Administrative Agents, jointly, shall assume and
		perform all of the duties of the retiring Collateral Agent hereunder until such
		time, if any, as the Administrative Agents or the Required Secured Parties
		shall appoint a successor Collateral Agent as provided for above.
	 

	 
		Section 3.
	 

	 
		Priority of Liens
	 

	 
		3.1
	 

	 
		Lien Subordination.  Notwithstanding the date, manner or
		order of grant, attachment or perfection of any Junior Lien in respect of any
		Collateral or of any Senior Lien in respect of any Collateral and
		notwithstanding any provision of the UCC, any applicable law, any Collateral
		Document, any alleged or actual defect or deficiency in any of the foregoing or
		any other circumstance whatsoever, the Junior Agent, on behalf of each Junior
		Secured Party, in respect of such Collateral hereby agrees that:
	 

	 
		(a)
	 

	 
		any Senior Lien in respect of such Collateral, regardless of how
		acquired, whether by grant, statute, operation of law, subrogation or
		otherwise, shall be and shall remain senior and prior to any Junior Lien in
		respect of such Collateral (whether or not such Senior Lien is subordinated to
		any Lien securing any other obligation); and
	 

	 
		(b)
	 

	 
		any Junior Lien in respect of such Collateral, regardless of how
		acquired, whether by grant, statute, operation of law, subrogation or
		otherwise, shall be junior and subordinate in all respects to any Senior Lien
		in respect of such Collateral.  
	 

	 
		3.2
	 

	 
		Prohibition on Contesting Liens.  In respect of any
		Collateral, the Junior Agent, on behalf of each Junior Secured Party, in
		respect of such Collateral agrees that it shall not, and hereby waives any
		right to:
	 

	 
		(a)
	 

	 
		contest, or support any other Person in contesting, in any proceeding
		(including any Insolvency Proceeding), the priority, validity or enforceability
		of any Senior Lien on such Collateral; or
	 

	 
		(b)
	 

	 
		demand, request, plead or otherwise assert or claim the benefit of any
		marshalling, appraisal, valuation or similar right which it may have in respect
		of such Collateral or the Senior Liens on such Collateral, except to the extent
		that such rights are expressly granted in this Agreement.
	 

	 
		
 

	 

	 
		

	 

	 
		 
	 

	 
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		3.3
	 

	 
		New Liens.  
	 

	 
		(a)
	 

	 
		The parties hereto agree that, prior to the payment in full of the
		Secured Claims, any Lien on any asset of any Loan Party securing any Secured
		Claim (and which asset is not also subject to a Lien securing all of the
		Secured Claims in accordance with the priorities set forth herein) shall
		immediately be released upon demand by any Agent or assigned to the Collateral
		Agent on behalf of the Secured Parties, subject to the priorities set forth in
		Section 2.1, and, at all times prior to such release or assignment, the
		Secured Party to whom such Lien was granted shall be acting as a sub-agent of
		the Collateral Agent for the sole purpose of perfecting the Lien on such asset.

	 

	 
		(b)
	 

	 
		Each Loan Party hereby agrees not to grant, or to permit any of its
		Subsidiaries to grant, except as expressly permitted by either Credit
		Agreement, as the case may be, any Lien on any of its respective assets
		securing the Senior Claims or the Junior Claims, as the case may be, to any
		Person other than the Collateral Agent on behalf of the Secured Parties,
		subject to the priorities set forth in Section 2.1.
	 

	 
		3.4
	 

	 
		Separate Liens.  Each of the parties hereto acknowledges and
		agrees that (i) the grants of Liens pursuant to the Collateral Documents
		constitute separate and distinct grants of Liens and (ii) because of, among
		other things, their differing rights in the Collateral, the Junior Claims in
		respect of any Collateral are fundamentally different from the Senior Claims in
		respect of such Collateral, and the Junior Claims and Senior Claims in respect
		of any Collateral must be separately classified in any Insolvency Proceeding.
		 To further effectuate the intent of the parties as provided in the
		immediately preceding sentence, if it is held that, in respect of any
		Collateral, the Junior Claims and the Senior Claims in respect of such
		Collateral constitute only one secured claim (rather than separate classes of
		senior and junior secured claims), then the Junior Secured Parties hereby
		acknowledge and agree that all distributions shall be made as if there were
		separate classes of senior and junior secured claims against the Loan Parties
		in respect of any Collateral (with the effect that, to the extent that the
		aggregate value of the Senior Collateral is sufficient (for this purpose
		ignoring all claims held by the Junior Secured Parties), the Senior Secured
		Parties shall be entitled to receive, in addition to amounts distributed to
		them in respect of principal, pre-petition interest and other claims, all
		amounts owing in respect of post-petition interest before any distribution is
		made in respect of the claims held by the Junior Secured Parties with respect
		to the Senior Collateral, with the Junior Secured Parties hereby acknowledging
		and agreeing to turn over to the Senior Secured Parties amounts otherwise
		received or receivable by them to the extent necessary to effectuate the intent
		of this sentence, even if such turnover has the effect of reducing the claim or
		recovery of the Junior Secured Parties).
	 

	 
		Section 4.
	 

	 
		Exercise of Remedies
	 

	 
		4.1
	 

	 
		Remedies.
	 

	 
		(a)
	 

	 
		Prior to the payment in full of the Senior Claims in respect of any
		Collateral, whether or not any Insolvency Proceeding has been commenced by or
		against any Loan Party, with respect to such Collateral:
	 

	 
		(i)
	 

	 
		no Junior Secured Party shall (or direct the Collateral Agent to) (A)
		exercise or seek to exercise any rights or remedies, (B) institute any action
		or proceeding with respect to such rights or remedies, including any action of
	 

	 
		
 

	 

	 
		

	 

	 
		 
	 

	 
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		foreclosure, contest, protest, (C) object to any foreclosure proceeding
		or action brought by Collateral Agent or any Senior Secured Party or any other
		exercise of any rights and remedies relating to such Collateral under the
		Collateral Documents or otherwise, or (D) object to the forbearance by the
		Senior Secured Parties from bringing or pursuing any foreclosure proceeding or
		action or any other exercise of any rights or remedies relating to such
		Collateral; and
	 

	 
		(ii)
	 

	 
		the Senior Agent, on behalf of the Senior Secured Parties, shall have the
		exclusive right to (and the exclusive right to direct the Collateral Agent to)
		enforce rights, exercise remedies and make determinations regarding release,
		disposition (including under §363(f) of the Bankruptcy Code) or
		restrictions with respect to such Collateral without any consultation with, or
		the consent of, any Junior Secured Party.
	 

	 
		(b)
	 

	 
		In exercising rights and remedies with respect to any Collateral, the
		Senior Agent, on behalf of the Senior Secured Parties, in respect of such
		Collateral may enforce (and direct the Collateral Agent to enforce) the
		provisions of the Senior Documents and exercise remedies thereunder, all in
		such order and in such manner as they may determine in the exercise of their
		sole discretion.  Such exercise and enforcement shall include, without
		limitation, the rights of an agent appointed by them to sell or otherwise
		dispose of such Collateral upon foreclosure, to incur expenses in connection
		with such sale or disposition, and to exercise all the rights and remedies of a
		secured lender under the UCC of any applicable jurisdiction and of a secured
		creditor under any Bankruptcy Law.
	 

	 
		(c)
	 

	 
		The Junior Agent, on behalf of each Junior Secured Party, in respect of
		any Collateral agrees that, prior to the payment in full of the Senior Claims
		in respect of such Collateral, it will not take or receive any such Collateral
		or any proceeds of such Collateral in connection with the exercise of any right
		or remedy (including setoff) with respect to such Collateral.  Without
		limiting the generality of the foregoing, prior to the payment in full of the
		Senior Claims in respect of any Collateral, the sole right of the Junior Agent
		and the Junior Secured Parties with respect to such Collateral shall be the
		right to receive a share of the proceeds thereof pursuant to Section
		5.1.
	 

	 
		(d)
	 

	 
		The Junior Agent, on behalf of each Junior Secured Party, in respect of
		any Collateral (i) agrees that neither it nor any Junior Secured Party will
		take any action that would hinder any exercise of remedies undertaken by any
		Senior Secured Party in respect of such Collateral under the Collateral
		Documents, including any sale, lease, exchange, transfer or other disposition
		of such Collateral, whether by foreclosure or otherwise, and (ii) hereby waives
		any and all rights it or any Junior Secured Party may have as a junior creditor
		or otherwise to object to the manner in which any Senior Secured Party may seek
		to enforce or collect the Senior Claims or the Liens granted in any of such
		Collateral.
	 

	 
		4.2
	 

	 
		Exercise of Remedies as Unsecured Creditors.  Notwithstanding
		anything to the contrary in this Agreement, each Junior Secured Party may
		exercise its rights and remedies as an unsecured creditor against the Loan
		Parties in accordance with the terms of the Junior Documents and applicable
		law.  In the event any Junior Secured Party in respect of any Collateral
		becomes a judgment lien creditor in respect of such Collateral as a result of
		its enforcement of its rights as an unsecured creditor, such judgment lien
		shall be subordinated to any Lien on such Collateral securing any Senior Claim
		in respect of such Collateral on the same basis and to the same extent as the
		other Liens on such Collateral securing the Junior Claims are subordinated to
		those securing the Senior Claims under this Agreement.  Nothing in this
	 

	 
		
 

	 

	 
		

	 

	 
		 
	 

	 
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		Agreement modifies any rights or remedies which any Senior Secured Party
		in respect of any Collateral may have with respect to such Collateral.
	 

	 
		Section 5.
	 

	 
		Application of Payments; Subrogation
	 

	 
		5.1
	 

	 
		Proceeds of Collateral.  From and after the receipt by the
		Collateral Agent of any Notice of Actionable Default and prior to the
		withdrawal of all pending Notices of Actionable Default, proceeds of any
		Collateral received by any party hereto shall be applied to the Secured Claims
		as follows:
	 

	 
		(a)
	 

	 
		first, to pay interest on and then principal of any portion
		of the Senior Claims in respect of such Collateral that the Senior Agent may
		have advanced on behalf of any Senior Secured Party for which the Senior Agent
		has not then been reimbursed by such Senior Secured Party or the Loan Parties;
	 

	 
		(b)
	 

	 
		second, to pay Secured Claims in respect of any expense
		reimbursements or indemnities then due to the Senior Agent and the Collateral
		Agent;
	 

	 
		(c)
	 

	 
		third, to pay Secured Claims in respect of any expense
		reimbursements or indemnities then due to the other Senior Secured Parties;
	 

	 
		(d)
	 

	 
		fourth, to pay Secured Claims in respect of any fees then
		due to the Senior Agent and the Collateral Agent;
	 

	 
		(e)
	 

	 
		fifth, to pay Secured Claims in respect of any fees then
		due to the other Senior Secured Parties;
	 

	 
		(f)
	 

	 
		sixth, to pay interest then due and payable in respect of
		all Senior Claims in respect of such Collateral;
	 

	 
		(g)
	 

	 
		seventh, to pay or prepay principal payments for all Senior
		Claims (and, when applicable, to provide cash collateral for letters of credit
		or Interest Rate Agreements constituting Senior Claims) in respect of such
		Collateral;
	 

	 
		(h)
	 

	 
		eighth, to pay all other Senior Claims in respect of such
		Collateral;
	 

	 
		(i)
	 

	 
		ninth, to pay interest on and then principal of any portion
		of the Junior Claims that the Junior Agent may have advanced on behalf of any
		Junior Secured Party for which the Junior Agent has not then been reimbursed by
		such Junior Secured Party or the Loan Parties;
	 

	 
		(j)
	 

	 
		tenth, to pay Secured Claims in respect of any expense
		reimbursements or indemnities then due to the Junior Agent;
	 

	 
		(k)
	 

	 
		eleventh, to pay Secured Claims in respect of any expense
		reimbursements or indemnities then due to the other Junior Secured Parties;
	 

	 
		(l)
	 

	 
		twelfth, to pay Secured Claims in respect of any fees then
		due to the Junior Agent;
	 

	 
		
 

	 

	 
		

	 

	 
		 
	 

	 
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		(m)
	 

	 
		thirteenth, to pay Secured Claims in respect of any fees
		then due to the other Junior Secured Parties;
	 

	 
		(n)
	 

	 
		fourteenth, to pay interest then due and payable in respect
		of all Junior Claims in respect of such Collateral;
	 

	 
		(o)
	 

	 
		fifteenth, to pay or prepay principal payments for all
		Junior Claims (and, when applicable, to provide cash collateral for letters of
		credit or Interest Rate Agreements constituting Junior Claims) in respect of
		such Collateral;
	 

	 
		(p)
	 

	 
		sixteenth, to pay all other Junior Claims in respect of
		such Collateral; and
	 

	 
		(q)
	 

	 
		seventeenth, as directed by the Company (subject to
		applicable laws);
	 

	 
		provided, however, that, if sufficient funds are not available to
		fund all payments required to be made in any of clauses first
		through sixteenth above, the available funds being applied to the
		Secured Claims specified in any such clause (unless otherwise specified in such
		clause) shall be allocated to the payment of such Secured Claims ratably, based
		on the proportion of each Agent’s and each Secured Party’s interest
		in the aggregate outstanding Secured Claims described in such clause;
		provided, further, that payments that would otherwise be
		allocated to the Multi-Currency Lenders shall be allocated first to
		repay Swing Loans until such Loans are 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 (a) through (p) above may be amended at any time and from
		time to time by the Required Secured Parties without any notice to or consent
		of or approval by any Loan Party (unless such amendment is of the type
		described in Section 12.3(iv)) or any other Person that is not a party
		to the Existing Credit Agreement or the Term Loan Agreement, as the case may
		be; 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 only require the consent of the Required Lenders (as defined in the Term
		Loan Agreement) and (iii) any such amendment not adversely affecting the Term
		Loan Lenders shall only require the consent of the Required Lenders (as defined
		in the Existing Credit Agreement).
	 

	 
		5.2
	 

	 
		Proceeds of Non-Collateral.  From and after the receipt by
		the Collateral Agent of any Notice of Actionable Default and prior to the
		withdrawal of all pending Notices of Actionable Default, any payment received
		by any party to the Existing Credit Agreement or the Term Loan Agreement, as
		applicable, from a Loan Party that does not constitute proceeds of any
		Collateral shall be applied pursuant to Section 7.15(h) (or other
		applicable successor provision) of the Existing Credit Agreement or Section
		7.15(h) (or other applicable successor provision) of the Term Loan
		Agreement, as applicable.
	 

	 
		5.3
	 

	 
		Payments Over.  Unless and until all Secured Claims shall
		have been paid in full, (a) any payment received by any party hereto at any
		time in contravention of the Existing Credit Agreement, the Term Loan Agreement
		or this Agreement and (b) from and after the receipt of any Notice of
		Actionable Default and prior to the withdrawal of all pending Notices of
		Actionable Default, any Collateral or proceeds thereof or any payment received
		by any Secured Party from proceeds of any Collateral shall be segregated and
		held in trust and forthwith paid over to the Collateral Agent for application
		in accordance with the Existing Credit Agreement or the Term Loan Agreement, as
		applicable (in the case of clause (a) above), or Section
		5.1 (in the case of clause (b) above) in the same form as received,
		with any necessary
	 

	 
		
 

	 

	 
		

	 

	 
		 
	 

	 
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		endorsements or as a court of competent jurisdiction may otherwise
		direct.  The Collateral Agent is hereby authorized to make any such
		endorsements as agent for any such Person.  This authorization is coupled
		with an interest and is irrevocable.
	 

	 
		5.4
	 

	 
		Subrogation.  The Junior Agent in respect of any Collateral,
		on behalf of each Junior Secured Party, hereby waives any rights of subrogation
		it may acquire as a result of any payment hereunder until the Senior Claims in
		respect of such Collateral shall have been paid in full.  Upon payment in
		full of such Senior Claims, the Junior Secured Parties shall be subrogated to
		the rights of the Senior Secured Parties to receive payments or distributions
		applicable to such Senior Claims.
	 

	 
		Section 6.
	 

	 
		Insolvency Proceedings
	 

	 
		6.1
	 

	 
		Voting of Claims.  Until the payment in full of all Senior
		Claims in respect of any Collateral, the Senior Agent shall have the right, but
		not the obligation, to vote the claim of any Junior Secured Party in respect of
		such Collateral in any Insolvency Proceeding if such Junior Secured Party has
		not voted its claim on or prior to 10 days before the expiration of the time to
		vote any such claim.  In the event that Senior Agent exercises such right
		to vote, no Junior Secured Party shall be entitled to change or withdraw such
		vote.
	 

	 
		6.2
	 

	 
		Waivers.  In the event an Insolvency Proceeding shall be
		commenced by or against any Loan Party, in respect of any part of the Senior
		Collateral or proceeds thereof or any Senior Lien which may exist thereon, each
		of the Junior Secured Parties in respect of such Collateral hereby agrees that
		such Person shall not, until the payment in full of the Senior Claims in
		respect of such Collateral:
	 

	 
		(a)
	 

	 
		seek any relief from, or modification of, the automatic stay as provided
		in §362 of the Bankruptcy Code or seek or accept any form of adequate
		protection under either or both of §362 and §363 of the Bankruptcy
		Code with respect to the Senior Collateral, except (i) replacement Liens, which
		Liens at all times shall (A) also secure the Senior Claims and (B) be
		subordinated to the Senior Liens in accordance with, and subject to, the terms
		of this Agreement, and (ii) the accrual or the current payment of interest and
		out-of-pocket expenses, including fees and disbursements of counsel and other
		professional advisors, incurred by the Junior Agent (which the Junior Secured
		Parties agree will constitute adequate protection of their claims and
		interests);
	 

	 
		(b)
	 

	 
		oppose or object to any adequate protection sought by or granted to any
		Senior Secured Parties with respect to the Senior Collateral;
	 

	 
		(c)
	 

	 
		oppose or object to the use of any Senior Collateral constituting cash
		collateral by any Loan Party, unless the Senior Secured Parties shall have
		opposed or objected to such use of such cash collateral;
	 

	 
		(d)
	 

	 
		oppose or object to any financing with respect to any Loan Party provided
		under any Bankruptcy Law (regardless of whether any Indebtedness thereunder is
		senior to the Junior Claims or secured by Liens on the Senior Collateral that
		are senior in priority to the Junior Liens on such Collateral), unless (i) the
		Senior Agent or the Senior Secured Parties shall have opposed or objected to
		such financing or (ii) any Indebtedness thereunder is secured by any Collateral
		on which the Junior Secured Parties have a first-priority Lien under this
		Agreement and
	 

	 
		
 

	 

	 
		

	 

	 
		 
	 

	 
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		the Liens on such Collateral securing such Indebtedness would be senior
		in priority to such first-priority Liens of the Junior Secured Parties;
	 

	 
		(e)
	 

	 
		object to (i) the amount of the Senior Claims allowed or permitted to be
		asserted under any Bankruptcy Law or (ii) the extent to which the Senior Claims
		are deemed secured claims, including under §506(a) of the Bankruptcy Code;

	 

	 
		(f)
	 

	 
		oppose or object to any protection provided to the Senior Secured
		Parties, including any form of adequate protection under §362 or §363
		of the Bankruptcy Code and the payment of amounts equal to interest and
		expenses allowed under §506(b) and (c) of the Bankruptcy Code to any
		Senior Secured Parties; or
	 

	 
		(g)
	 

	 
		object to the treatment of the Senior Claims under a chapter 11 plan of
		reorganization under the Bankruptcy Code or similar plan or reorganization or
		arrangement under any other applicable Insolvency Proceeding, except on the
		grounds that the present value of all property received by the Senior Secured
		Parties exceeds the amount of the claims of the Senior Secured Parties in such
		Insolvency Proceeding.
	 

	 
		6.3
	 

	 
		No Waiver by Senior Secured Parties.  Nothing contained
		herein shall prohibit or in any way limit any Senior Secured Party from, with
		respect to the Senior Collateral, objecting in any Insolvency Proceeding (or
		otherwise) to any action taken by any Junior Secured Party, including the
		seeking by such Junior Secured Party of adequate protection with respect to
		such Collateral or the asserting by such Junior Secured Party of any of its
		rights and remedies under the Junior Documents (or otherwise) with respect to
		such Collateral.
	 

	 
		Section 7.
	 

	 
		Representations and Warranties
	 

	 
		Each party hereto represents and warrants as follows:
	 

	 
		
	 

	 
		(a)
	 

	 
		Such party is duly organized, validly existing and in good standing under
		the laws of the jurisdiction of its organization and has all requisite power
		and authority to enter into and perform its
		obligations under this Agreement.
	 

	 
		(b)
	 

	 
		This Agreement has been duly executed and delivered by such party and
		constitutes a legal, valid and binding obligation of such party, enforceable in
		accordance with its terms.  
	 

	 
		(c)
	 

	 
		The execution, delivery and performance by such party of this Agreement (i) do not require any consent or approval of,
		registration or filing with or any other action by any governmental authority
		and (ii) will not violate any applicable law or regulation or the charter,
		by-laws or other organizational documents of such party or any order of any
		governmental authority or any indenture, agreement or other instrument binding
		upon such party.  
	 

	 
		
	 

	 
		Section 8.
	 

	 
		Indemnification; Expenses
	 

	 
		8.1
	 

	 
		Indemnification.  Each Secured Party 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 Secured Party’s ratable share of any and
		all liabilities, obligations, losses, damages, penalties, actions, judgments,
		suits, costs, expenses and disbursements (including fees, expenses and
		disbursements of financial
	 

	 
		
 

	 

	 
		

	 

	 
		 
	 

	 
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		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 Collateral Documents or any action
		taken or omitted by such Agent under this Agreement or the other Collateral
		Documents; provided, however, that no Secured Party 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.  
	 

	 
		8.2
	 

	 
		Expenses.  Without limiting the foregoing, each Secured Party
		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 Collateral Documents, to the extent that such Agent is
		not reimbursed for such expenses by the Company or another Loan Party.
	 

	 
		Section 9.
	 

	 
		Release of Collateral
	 

	 
		9.1
	 

	 
		At the request of the Company, the Collateral Agent shall, and each of
		the Administrative Agents and the Secured Parties hereby authorizes and directs
		the Collateral Agent (without any further notice or consent to or of any
		Secured Party) to, promptly release (or, in the case of clause (b)
		below, release or subordinate as required by the holders of any Lien specified
		thereunder) any Lien held by the Collateral Agent for the benefit of the
		Secured Parties against any of the following:
	 

	 
		(a)
	 

	 
		all of the Collateral, and all Loan Parties, upon receipt of (i) a
		written notice from each of the Administrative Agents that the Payment
		Obligations (as defined in each Credit Agreement) have been paid in full and
		(ii) a certificate of a Responsible Officer of the Company that (A) all
		Designated Eligible Obligations have been paid in full or have been
		Undesignated prior to or concurrently with the delivery of such certificate and
		(B) all other Secured Claims, if any, then due and payable have been paid in
		full; provided, however, that, if the Collateral Agent has
		received a notice to the contrary from any Secured Party with respect to its
		Secured Claims, such notice shall also have been withdrawn;
	 

	 
		(b)
	 

	 
		any part of the Collateral that is subject to a Lien permitted by
		Sections 11.3(a), (b), (c), (d), (e), (o)
		or (p) of the Credit Agreements;
	 

	 
		(c)
	 

	 
		any part of the Collateral sold or disposed of by a Loan Party if such
		sale or disposition is permitted by the Credit Agreements (or pursuant to a
		valid waiver or consent to a transaction otherwise prohibited by the Credit
		Agreements); and
	 

	 
		(d)
	 

	 
		any Pledged Collateral that has been cancelled, replaced or repaid in
		accordance with the terms of the Credit Agreements.
	 

	 
		9.2
	 

	 
		Each of the Administrative Agents and the Secured Parties hereby
		authorizes and directs the Collateral Agent to execute and deliver or file such
		termination and partial release statements and take such other actions as are
		reasonably necessary to release (or subordinate) Liens pursuant to this
		Section 9 promptly upon the effectiveness of any such release
	 

	 
		
 

	 

	 
		

	 

	 
		 
	 

	 
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		(or subordination).  Each of the Agents and the Secured Parties
		hereby acknowledges and agrees that the Loan Parties may use the Collateral to
		the extent permitted under the Credit Agreements.  Each Administrative
		Agent hereby agrees to give the notice referred to in Section 9.1(a)(i)
		when the Payment Obligations (as defined in each Credit Agreement), as
		applicable, have been paid in full.
	 

	 
		Section 10.
	 

	 
		Designated Eligible Obligations  
	 

	 
		10.1
	 

	 
		Designation/Revocation.  From time to time, as long as (a) no
		Default or Event of Default has occurred and is continuing and (b) in the case
		of any Multi-Currency Designated Obligation, after giving effect to the
		designation thereof and any Designated Eligible Obligations Reserve to be
		established with respect thereto, the Available Multi-Currency Commitment is
		equal to or greater than zero, the Company may designate any obligation of the
		type defined as “Designated Eligible Obligations” in either
		Credit Agreement, and solely to the extent permitted therein, to be secured by
		the Collateral as either Multi-Currency Eligible Obligations or Term Loan
		Eligible Obligations (or change such designation without notice to or consent
		of any holder of such Designated Eligible Obligations) by delivery to the
		Collateral Agent (with a copy to each Administrative Agent) of a certificate of
		a Responsible Officer, substantially in the form attached hereto as Exhibit
		A or such other form reasonably satisfactory to the Administrative Agents
		(the “Certificate of Designation/Revocation”);
		provided, however, that a Person providing or maintaining
		Designated Eligible Obligations described in clauses (iii) or (iv) of the
		definition thereof that is not a Multicurrency Lender, a Term Loan Lender or an
		Affiliate of a Multicurrency Lender or a Term Loan Lender shall be reasonably
		acceptable to the Multi-Currency Administrative Agent or the Term Loan
		Administrative Agent, as applicable, as the administrative agent for the
		Secured Parties whose Collateral will secure such Designated Eligible
		Obligations on a first-priority basis.  The Company may revoke such
		designation at any time by delivering to the Collateral Agent a subsequent
		Certificate of Designation/Revocation (with a copy to each Administrative
		Agent) and, immediately upon receipt by the Collateral Agent of such
		certificate, without notice to or consent of any holder of such Designated
		Eligible Obligation or any other Secured Claim, the applicable Designated
		Eligible Obligation shall become Undesignated and shall no longer constitute a
		“Designated Eligible Obligation,” a “Secured
		Obligation” or a “Secured Claim” for any purpose
		under any Collateral Document, whether or not any amounts or commitments are
		then outstanding in respect thereof and whether or not any other Secured Claims
		are being paid in full at such time.  The Collateral Agent shall maintain
		a copy of each Certificate of Designation/Revocation received by it and a
		record of designations, revocations and the names and addresses of the
		representatives of the holders of the Designated Eligible Obligations stated
		therein, which record shall be conclusive and binding for all purposes, absent
		manifest error, and the Secured Parties may treat each Person whose name is
		recorded in such record as a holder of Designated Eligible Obligations for all
		purposes of this Agreement until such Designated Eligible Obligations are
		Undesignated.  Upon request and at the expense of the Company or any
		Secured Party, the Collateral Agent shall provide a copy of such record to the
		Company or such Secured Party.
	 

	 
		10.2
	 

	 
		Rights of Eligible Obligations Holders.  The benefit of the
		Loan Documents and of the provisions of this Agreement relating to the
		Collateral shall extend to and be available in respect of any Secured Claim
		arising under any Designated Eligible Obligation solely on the condition and
		understanding, as among the Agents and all Secured Parties, that (a) the
		Designated Eligible Obligations shall be entitled to the benefit of the Loan
		Documents and the Collateral to the extent expressly set forth in this
		Agreement and the other Loan Documents and to such extent the Agents shall
		hold, and have the right and power to act with respect to, the
	 

	 
		
 

	 

	 
		

	 

	 
		 
	 

	 
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		Guaranty and the Collateral on behalf of and as agent for the holders of
		the Designated Eligible Obligations, but the Agents are otherwise acting solely
		as agents for the applicable Lenders and Issuing Lenders and shall have no
		fiduciary duty, duty of loyalty, duty of care, duty of disclosure or other
		obligation whatsoever to any holder of Designated Eligible Obligations, (b) all
		matters, acts and omissions relating in any manner to the Guaranty, the
		Collateral, or the omission, creation, perfection, priority, abandonment or
		release of any Lien on any asset of any Loan Party, shall be governed solely by
		the provisions of this Agreement and the other Loan Documents and no separate
		Lien, right, power or remedy with respect to the Loan Parties or any of their
		assets shall arise or exist in favor of any Secured Party under any separate
		instrument or agreement or in respect of any Designated Eligible Obligation,
		(c) each Secured Party shall be bound by all actions taken or omitted, in
		accordance with the provisions of this Agreement (including release of any or
		all of the Collateral pursuant to Section 9 and any amendments or
		waivers of any Loan Documents in accordance with Section 14.1 (or other
		applicable successor provision) of each Credit Agreement) and the other Loan
		Documents, by the applicable Agent and, to the extent required by the
		applicable Credit Agreement, the Required Lenders (as defined thereunder) (or
		such lesser percentage of the applicable Lenders required to direct, or consent
		to, such action as set forth herein or therein), each of whom shall be entitled
		to act at its sole discretion and exclusively in its own interest given its own
		Multi-Currency Commitments or Term Loan Commitments, as the case may be, and
		its own interest in the Payment Obligations (as defined in the applicable
		Credit Agreement) owing to it arising under this Agreement or the other Loan
		Documents, without any duty or liability to any other Secured Party or as to
		any Designated Eligible Obligation and without regard to whether any Designated
		Eligible Obligation remains outstanding or is deprived of the benefit of the
		Collateral or becomes unsecured or is otherwise affected or put in jeopardy
		thereby, (d) no holder of Designated Eligible Obligations and no other Secured
		Party (except the Agents and the Lenders to the extent set forth in this
		Agreement) shall have any right to be notified of, or to direct, require or be
		heard with respect to, any action taken or omitted in respect of the Collateral
		or under this Agreement or the Loan Documents (including any release or
		amendment referred to above) and (e) no holder of any Designated Eligible
		Obligation shall exercise any right of setoff, banker’s lien or similar
		right with respect to the Collateral without the consent of the Administrative
		Agents.
	 

	 
		Section 11.
	 

	 
		Acknowledgements and Consents
	 

	 
		11.1
	 

	 
		Reliance by Senior Secured Parties.  The consent by the
		Senior Secured Parties to the execution and delivery of the Junior Documents
		and the grant of a Junior Lien on the Senior Collateral and all loans and other
		extensions of credit made or deemed made on and after the date hereof by the
		Senior Secured Parties to the Borrowers (as defined in the Existing Credit
		Agreement) or the Company, as applicable, shall be deemed to have been given
		and made in reliance upon this Agreement.
	 

	 
		11.2
	 

	 
		Independent Analysis. The Junior Agent, on behalf of each Junior
		Secured Party, acknowledges that it and each Junior Secured Party has,
		independently and without reliance on the Senior Agent or any Senior Secured
		Party, and based on documents and information deemed by it appropriate, made
		its own credit analysis and decision to enter into this Agreement, the Junior
		Documents, and the transactions contemplated hereby and thereby and agrees that
		it will continue to make its own credit decision in taking or not taking any
		action under the Junior Documents or this Agreement.
	 

	 
		11.3
	 

	 
		No Warranties or Liability.  The Junior Agent, on behalf of
		each Junior Secured Party, acknowledges and agrees that:
	 

	 
		
 

	 

	 
		

	 

	 
		 
	 

	 
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		(a)
	 

	 
		no Senior Secured Party has made any express or implied representation or
		warranty, including with respect to the execution, validity, legality,
		completeness, collectibility or enforceability of any Senior Document;
	 

	 
		(b)
	 

	 
		the Senior Secured Parties will be entitled to manage and supervise their
		respective loans and extensions of credit to the Borrowers (as defined in the
		Existing Credit Agreement) or the Company, as applicable, as they may, in their
		sole discretion, deem appropriate and without regard to any rights or interests
		that any Junior Secured Party may have in the Senior Collateral or otherwise,
		except as otherwise provided in this Agreement or under applicable law; and
	 

	 
		(c)
	 

	 
		no Senior Secured Party shall have any duty to any Junior Secured Party
		to act or refrain from acting in a manner which allows, or results in, the
		occurrence or continuance of an event of default or default under any
		agreements with any Loan Party (including the Junior Documents), regardless of
		any knowledge thereof which they may have or be charged with.
	 

	 
		11.4
	 

	 
		No Waiver of Lien Priorities.
	 

	 
		(a)
	 

	 
		No right of any Senior Secured Party to enforce any provision of this
		Agreement shall at any time in any way be prejudiced or impaired by any act or
		failure to act on the part of any Loan Party or by any act or failure to act by
		any Senior Secured Party, or by any noncompliance by any Person with the terms,
		provisions and covenants of this Agreement, any of the Senior Documents or any
		of the Junior Documents, regardless of any knowledge thereof which any Senior
		Secured Party may have or be otherwise charged with.
	 

	 
		(b)
	 

	 
		Without in any way limiting the generality of the foregoing clause
		(a) (except as set forth in any Loan Document), each Senior Secured Party,
		may, at any time and from time to time, without the consent of, or notice to,
		any Junior Secured Party, without incurring any liability to any Junior Secured
		Party and without impairing or releasing the lien priorities and other benefits
		provided in this Agreement (even if any right of subrogation or other right or
		remedy of any Junior Secured Party is affected, impaired or extinguished
		thereby) do any one or more of the following:
	 

	 
		(i)
	 

	 
		change the manner, place or terms of payment or change or extend the time
		of payment of, or renew, exchange, amend, increase or alter, the terms of any
		Senior Claim, any Lien in respect of any Senior Collateral, any guaranty of any
		Senior Claim, or any liability of any Loan Party incurred directly or
		indirectly in respect of any of the foregoing (including any increase in or
		extension of the Senior Claims, without any restriction as to the amount, tenor
		or terms of any such increase or extension) or otherwise amend, renew,
		exchange, extend, modify or supplement in any manner the Senior Claims, any
		Liens held by the Senior Agent, the Senior Secured Parties, or any of the
		Senior Documents;
	 

	 
		(ii)
	 

	 
		sell, exchange, release, surrender, realize upon, enforce or otherwise
		deal with in any manner and in any order any part of the Senior Collateral or
		any liability of any Loan Party to the Senior Agent or any Senior Secured
		Party, or any liability incurred directly or indirectly in respect thereof;
	 

	 
		
 

	 

	 
		

	 

	 
		 
	 

	 
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		(iii)
	 

	 
		settle or compromise any Senior Claim or any other liability of any Loan
		Party or any security therefor or any liability incurred directly or indirectly
		in respect thereof and apply any sums by whomsoever paid and however realized
		to any liability (including the Senior Claims) in any manner or order; and
	 

	 
		(iv)
	 

	 
		exercise or delay in or refrain from exercising any right or remedy
		against any security or any Loan Party or any other Person, elect any remedy
		and otherwise deal freely with the Loan Parties, the Senior Collateral and any
		security, any guarantor or any liability of any Loan Party to any Senior
		Secured Party, or any liability incurred directly or indirectly, in respect of
		the foregoing.
	 

	 
		(c)
	 

	 
		The Junior Agent, on behalf of each Junior Secured Party, also agrees
		that no Senior Secured Party shall have any duty or liability to any Junior
		Secured Party, and the Junior Agent, on behalf of each Junior Secured Party,
		hereby waives all claims against each Senior Secured Party arising out of any
		and all actions which any Senior Secured Party may take or permit or omit to
		take with respect to: (i) the Senior Documents, (ii) the collection of the
		Senior Claims, (iii) the foreclosure upon, or sale, liquidation or other
		disposition of, the Senior Collateral, (iv) the release of any Lien in respect
		of any Senior Collateral, or (v) the maintenance or preservation of the Senior
		Collateral, the Senior Claims or otherwise.
	 

	 
		(d)
	 

	 
		The Junior Agent, on behalf of each Junior Secured Party, in respect of
		any Collateral agrees not to assert and hereby waives, to the fullest extent
		permitted by law, any right to demand, request, plead or otherwise assert or
		otherwise claim the benefit of, any marshalling, appraisal, valuation or other
		similar right that may otherwise be available under applicable law or any other
		similar rights a junior secured creditor may have under applicable law in
		respect of such Collateral.
	 

	 
		11.5
	 

	 
		Obligations Unconditional.  All rights, interests, agreements
		and obligations hereunder of the Senior Agent and the Senior Secured Parties in
		respect of any Collateral and the Junior Agent and the Junior Secured Parties
		in respect of such Collateral shall remain in full force and effect regardless
		of:
	 

	 
		(a)
	 

	 
		any lack of validity or enforceability of any Senior Document or any
		Junior Document and regardless of whether the Liens of the Senior Agent and
		Senior Secured Parties are not perfected or are voidable for any reason;
	 

	 
		(b)
	 

	 
		any change in the time, manner or place of payment of, or in any other
		terms of, all or any of the Senior Claims or Junior Claims, or any amendment or
		waiver or other modification, including any increase in the amount thereof,
		whether by course of conduct or otherwise, of the terms of any Senior Document
		or any Junior Document;
	 

	 
		(c)
	 

	 
		any exchange, release or lack of perfection of any Lien on any Collateral
		or any other asset, or any amendment, waiver or other modification, whether in
		writing or by course of conduct or otherwise, of all or any of the Senior
		Claims or Junior Claims or any guarantee thereof;
	 

	 
		(d)
	 

	 
		the commencement of any Insolvency Proceeding in respect of any Loan
		Party; or
	 

	 
		
 

	 

	 
		

	 

	 
		 
	 

	 
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		(e)
	 

	 
		any other circumstances which otherwise might constitute a defense
		available to, or a discharge of, any Loan Party in respect of any Secured Claim
		or of any Junior Secured Party in respect of this Agreement.
	 

	 
		11.6
	 

	 
		Attorney-in-Fact.  The Junior Agent, on behalf of each Junior
		Secured Party, in respect of any Collateral hereby irrevocably constitutes and
		appoints the Senior Agent in respect of such Collateral and any officer or
		agent (including the Collateral Agent) of such Senior Agent, with full power of
		substitution, as its true and lawful attorney-in-fact with full irrevocable
		power and authority in the place and stead of the Junior Agent or such holder
		or in such Senior Agent’s own name, from time to time in such Senior
		Agent’s discretion, for the purpose of carrying out the terms of this
		Agreement, to take any and all appropriate action and to execute any and all
		documents and instruments which may be necessary or desirable to accomplish the
		purposes of this Agreement, including any financing statements, endorsements or
		other instruments or transfer or release.  Notwithstanding the grant of
		the foregoing power of attorney, nothing in this Section 11.6 is
		intended to in any way relieve any Loan Party of its obligations to comply with
		requirements of law or applicable obligations with respect to the release of
		Collateral under any Collateral Document.
	 

	 
		11.7
	 

	 
		Consent of Loan Parties.  Each Loan Party hereby consents to
		the provisions of this Agreement and the intercreditor arrangements provided
		for herein and agrees that the obligations of the Loan Parties under any Senior
		Document, Junior Document, Loan Document or other Collateral Document shall not
		in any way be diminished or otherwise affected by such provisions or
		arrangements.  All references to any Loan Party shall include reference to
		such Loan Party as a debtor and debtor in possession and any receiver or
		trustee for such Loan  Party in any Insolvency Proceeding.  Each Loan
		Party hereby agrees that, if, pursuant to Section 10.10 (Additional
		Guaranties) (or other applicable successor provision) of the Existing
		Credit Agreement or the Term Loan Agreement, as applicable, the Company shall
		be required to cause any Subsidiary that is not a Loan Party to become a Loan
		Party, or if for any reason the Company desires any such Subsidiary to become a
		Loan Party, such Subsidiary shall execute and deliver to the Collateral Agent
		an Intercreditor Supplement in substantially the form of Exhibit C
		(Intercreditor Supplement) attached hereto and shall thereafter for all
		purposes be a party hereto and have the same rights, benefits and obligations
		as a Loan Party party hereto on the Closing Date.
	 

	 
		Section 12.
	 

	 
		Miscellaneous
	 

	 
		12.1
	 

	 
		Conflicts.  Except as expressly provided herein, in the event
		of any conflict between the provisions of this Agreement and the provisions of
		the Collateral Documents, the provisions of this Agreement shall govern.
	 

	 
		12.2
	 

	 
		Continuing Nature.  This Agreement shall continue to be
		effective until the payment in full of all Secured Claims.  This is a
		continuing agreement of lien subordination and the Senior Secured Parties may
		continue, at any time and without notice to any Junior Secured Party, to extend
		credit and other financial accommodations and lend monies constituting Senior
		Claims on the faith hereof.  The terms of this Agreement shall survive,
		and shall continue in full force and effect, in any Insolvency Proceeding.
	 

	 
		12.3
	 

	 
		Amendments; Waivers.  Except as set forth in Section
		5.1, no amendment, modification or waiver of any provision of this
		Agreement shall be deemed to be made unless the same (i) shall be in writing
		signed by each Agent and (ii) shall have been
	 

	 
		
 

	 

	 
		

	 

	 
		 
	 

	 
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		approved by the Required Secured Parties (other than any amendments or
		modifications requested by any successor Collateral Agent not adversely
		affecting the Secured Parties) pursuant to Section 14.1 of each Credit
		Agreement.  Notwithstanding anything to the contrary, the consent of any
		Loan Party shall not be required for amendments, modifications or waivers of
		the provisions of this Agreement, except that the Company’s consent shall
		be required for those that (i) affect any obligation or right of any Loan Party
		hereunder or that would impose any additional obligations on any Loan Party
		(including such changes under Section 10 or this Section 12.3),
		(ii) change the ability of any Collateral Agent to release Collateral pursuant
		to Section 9, (iii) change the rights of the Loan Parties to make
		payments in respect of any Secured Claims (except with respect to proceeds of
		Collateral while a Notice of Actionable Default is pending) or (iv) adversely
		affect the rights of the holders of Multi-Currency Eligible Obligations in
		relation to those of the Multi-Currency Lenders or the rights of the holders of
		Term Loan Eligible Obligations in relation to those of the Term Loan Lenders.
		 In the case of a waiver of any provision of this Agreement, such waiver
		shall be effective only with respect to the specific instance involved and
		shall in no way impair the rights of the parties making such waiver or the
		obligations of the other parties in any other respect or at any other time.
		 The Administrative Agents shall notify the Company of any amendment,
		modification or waiver effected hereunder; provided, however,
		that the failure of any Administrative Agent to deliver such notice shall not
		render any such amendment, modification or waiver ineffective.
		 Notwithstanding anything to the contrary herein, the consent of any
		holder of any Designated Eligible Obligation shall not be required for
		amendments, modifications or waivers of the provisions of this Agreement to
		which the Company has consented, whether or not such amendments, modifications
		or waivers adversely affect the rights of such holder.
	 

	 
		12.4
	 

	 
		Consent to Jurisdiction; Waiver of Trial by Jury.  
	 

	 
		(a)
	 

	 
		Any legal action or proceeding with respect to this Agreement or any
		other Collateral Document may be brought in the courts of the State of New York
		located in the City of New York or of the United States of America for the
		Southern District of New York, and, by execution and delivery of this
		Agreement, each party hereto hereby accepts for itself and in respect of its
		property, generally and unconditionally, the jurisdiction of the aforesaid
		courts.  The parties hereto hereby irrevocably waive any objection,
		including any objection to the laying of venue or based on the grounds of
		forum non conveniens, that any of them may now or hereafter have to the
		bringing of any such action or proceeding in such respective jurisdictions.
	 

	 
		(b)
	 

	 
		Each party hereto hereby irrevocably consents to the service of any and
		all legal process, summons, notices and documents in any suit, action or
		proceeding brought in the United States of America arising out of or in
		connection with this Agreement or any other Loan Document by the mailing (by
		registered or certified mail, postage prepaid) or delivering of a copy of such
		process to such party at its address specified in Section 12.5
		(Notices).  Each party hereto agrees that a final judgment in any such
		action or proceeding shall be conclusive and may be enforced in other
		jurisdictions by suit on the judgment or in any other manner provided by law.
	 

	 
		(c)
	 

	 
		Nothing contained in this Section 12.4 shall affect the right of
		any Agent or any Secured Party to serve process in any other manner permitted
		by law or commence legal proceedings or otherwise proceed against the Company
		or any other Loan Party in any other jurisdiction.
	 

	 
		
 

	 

	 
		

	 

	 
		 
	 

	 
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		(d)
	 

	 
		EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION
		OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.
	 

	 
		(e)
	 

	 
		The obligations of each Loan Party in respect of any Secured Obligation
		(as defined in the Pledge and Security Agreement) 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 of the Existing Credit Agreement) 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 Loan
		Party 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 Loan Party, such
		excess.
	 

	 
		12.5
	 

	 
		Notices.  Any notice or other communication herein required
		or permitted to be given to (a) any party hereto that is also a party to the
		Existing Credit Agreement or the Term Loan Agreement shall be made in
		accordance with Section 14.2 (or other applicable successor provision)
		of such Credit Agreement, and (b) any holder of Designated Eligible Obligation
		at the address specified in the Certificate of Designation/Revocation or such
		other address as shall be notified in writing to the Administrative Agents and
		the Collateral Agent.  
	 

	 
		12.6
	 

	 
		Governing Law.  This Agreement has been delivered and
		accepted at and shall be deemed to have been made at New York, New York and
		shall be interpreted, and the rights and liabilities of the parties bound
		hereby determined, in accordance with the laws of the State of New York.
	 

	 
		12.7
	 

	 
		Specific Performance.  Each of the Agents and the Secured
		Parties may demand specific performance of this Agreement.  The Senior
		Agent, on behalf of each Senior Secured Party, and the Junior Agent, on behalf
		of each Junior Secured Party, hereby irrevocably waive any defense based on the
		adequacy of a remedy at law and any other defense which might be asserted to
		bar the remedy of specific performance in any action which may be brought by
		any Agent or Secured Party.
	 

	 
		12.8
	 

	 
		Section Titles.  The section titles contained in this
		Agreement are and shall be without substantive meaning or content of any kind
		whatsoever and are not a part of this Agreement.
	 

	 
		12.9
	 

	 
		Counterparts.  This Agreement may be executed in one or more
		counterparts, each of which shall be an original and all of which shall
		together constitute one and the same document.  Signature pages may be
		detached from multiple separate counterparts and attached to a single
		counterpart so that all signature pages are attached to the same document.
	 

	 
		
 

	 

	 
		

	 

	 
		 
	 

	 
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		12.10
	 

	 
		No Third Party Beneficiaries.  This Agreement shall be
		binding upon, and the rights and benefits hereof shall inure to the benefit of,
		the Secured Parties and each of their respective permitted successors and
		assigns and, to the extent applicable, the Loan Parties and their respective
		permitted successors and assigns.  No other Person shall have or be
		entitled to assert rights or benefits hereunder.  Each Loan Party shall
		cause each of its Subsidiaries, to the extent applicable, to comply with the
		terms of this Agreement.
	 

	 
		12.11
	 

	 
		Further Assurances.  Each of the Loan Parties and the Junior
		Agent, on behalf of each Junior Secured Party, agrees that each such Person
		shall, at the Loan Parties’ expense, take such further action and execute
		and deliver to the Agents and the Senior Agent, on behalf of each Senior
		Secured Party, such additional documents and instruments (in recordable form,
		if requested), in each case, as the Senior Agent or the Collateral Agent may
		reasonably request to effectuate the terms of this Agreement.
	 

	 
		[SIGNATURE PAGES FOLLOW]
	 

	 
		
 
 

	 

	 
		

	 

	 
		 
	 

	 
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		IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
		the date first written above.
	 

	 
		

	 

	 						
	
			 
				 
			 

		  	
			 
				REVLON CONSUMER PRODUCTS CORPORATION
			 

		  
	
			 
				 
			 

		  	
			 
				By:
			 

		  	
			 
				/s/ Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Name:
			 

		  	
			 
				Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Title:
			 

		  	
			 
				Senior Vice President, Deputy General Counsel and Assistant
				Secretary
			 

		  
	
			 
				 
			 

		  	
			 
				REVLON, INC.
			 

		  
	
			 
				 
			 

		  	
			 
				By:
			 

		  	
			 
				/s/ Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Name:
			 

		  	
			 
				Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Title:
			 

		  	
			 
				Senior Vice President, Deputy General Counsel and Assistant
				Secretary
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				ALMAY, INC.
			 

		  
	
			 
				 
			 

		  	
			 
				By:
			 

		  	
			 
				/s/ Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Name:
			 

		  	
			 
				Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Title:
			 

		  	
			 
				Vice President and Assistant Secretary
			 

		  
	
			 
				 
			 

		  	
			 
				CHARLES OF THE RITZ GROUP LTD.
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				By:
			 

		  	
			 
				/s/ Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Name:
			 

		  	
			 
				Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Title:
			 

		  	
			 
				Vice President and Assistant Secretary
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				CHARLES REVSON INC.
			 

		  
	
			 
				 
			 

		  	
			 
				By:
			 

		  	
			 
				/s/ Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Name:
			 

		  	
			 
				Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Title:
			 

		  	
			 
				Vice President and Assistant Secretary
			 

		  


	 
		
 

	 

	 
		[SIGNATURE PAGE TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT]
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		
 

	 

	 						
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				COSMETICS & MORE INC.
			 

		  
	
			 
				 
			 

		  	
			 
				By:
			 

		  	
			 
				/s/ Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Name:
			 

		  	
			 
				Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Title:
			 

		  	
			 
				Vice President and Assistant Secretary
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				NORTH AMERICA REVSALE INC.
			 

		  
	
			 
				 
			 

		  	
			 
				By:
			 

		  	
			 
				/s/ Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Name:
			 

		  	
			 
				Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Title:
			 

		  	
			 
				Vice President and Secretary
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				PPI TWO CORPORATION
			 

		  
	
			 
				 
			 

		  	
			 
				By:
			 

		  	
			 
				/s/ Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Name:
			 

		  	
			 
				Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Title:
			 

		  	
			 
				Vice President and Assistant Secretary
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				REVLON CONSUMER CORP.
			 

		  
	
			 
				 
			 

		  	
			 
				By:
			 

		  	
			 
				/s/ Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Name:
			 

		  	
			 
				Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Title:
			 

		  	
			 
				Vice President and Assistant Secretary
			 

		  
	
			 
				 
			 

		  	
			 
				REVLON DEVELOPMENT CORP.
			 

		  
	
			 
				 
			 

		  	
			 
				By:
			 

		  	
			 
				/s/ Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Name:
			 

		  	
			 
				Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Title:
			 

		  	
			 
				Vice President and Assistant Secretary
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  


	 
		
 

	 

	 
		[SIGNATURE PAGE TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT]
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		
 

	 

	 						
	
			 
				 
			 

		  	
			 
				REVLON GOVERNMENT SALES, INC.
			 

		  
	
			 
				 
			 

		  	
			 
				By:
			 

		  	
			 
				/s/ Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Name:
			 

		  	
			 
				Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Title:
			 

		  	
			 
				Vice President and Assistant Secretary
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				REVLON INTERNATIONAL CORPORATION
			 

		  
	
			 
				 
			 

		  	
			 
				By:
			 

		  	
			 
				/s/ Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Name:
			 

		  	
			 
				Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Title:
			 

		  	
			 
				Vice President and Assistant Secretary
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				REVLON PRODUSCTS CORP.
			 

		  
	
			 
				 
			 

		  	
			 
				By:
			 

		  	
			 
				/s/ Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Name:
			 

		  	
			 
				Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Title:
			 

		  	
			 
				Vice President and Assistant Secretary
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				REVLON REAL ESTATE CORPORATION
			 

		  
	
			 
				 
			 

		  	
			 
				By:
			 

		  	
			 
				/s/ Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Name:
			 

		  	
			 
				Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Title:
			 

		  	
			 
				Vice President and Assistant Secretary
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				RIROS CORPORATION,
			 

		  
	
			 
				 
			 

		  	
			 
				By:
			 

		  	
			 
				/s/ Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Name:
			 

		  	
			 
				Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Title:
			 

		  	
			 
				Vice President and Assistant Secretary
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  


	 
		
 

	 

	 
		[SIGNATURE PAGE TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT]
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		
 

	 

	 						
	
			 
				 
			 

		  	
			 
				RIROS GROUP INC.
			 

		  
	
			 
				 
			 

		  	
			 
				By:
			 

		  	
			 
				/s/ Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Name:
			 

		  	
			 
				Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Title:
			 

		  	
			 
				Vice President and Assistant Secretary
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				REVLON INTERNATIONAL CORPORATION (UK BRANCH)
			 

		  
	
			 
				 
			 

		  	
			 
				By:
			 

		  	
			 
				/s/ Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Name:
			 

		  	
			 
				Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Title:
			 

		  	
			 
				Vice President and Assistant Secretary
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				REVLON AUSTRALIA PTY LIMITED
			 

		  
	
			 
				 
			 

		  	
			 
				By:
			 

		  	
			 
				/s/ Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Name:
			 

		  	
			 
				Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Title:
			 

		  	
			 
				Attorney in Fact
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				EUROPEéNNE DE PRODUITS DE BEAUTÉ, S.A.S.
			 

		  
	
			 
				 
			 

		  	
			 
				By :
			 

		  	
			 
				/s/ Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Name :
			 

		  	
			 
				Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Title :
			 

		  	
			 
				Attorney in Fact
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				REVLON S.p.A..
			 

		  
	
			 
				 
			 

		  	
			 
				By :
			 

		  	
			 
				/s/ Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Name :
			 

		  	
			 
				Michael T. Sheehan
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Title :
			 

		  	
			 
				Director
			 

		  


	 
		

	 

	 
		

	 

	 
		

	 

	 
		
 

	 

	 
		[SIGNATURE PAGE TO AMENDED AND RESTATED INTERCREDITOR 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/ Jennifer
		Blanchard    
	 

	 
		Witness’s name Jennifer Blanchard    
	 

	 
		Occupation Executive Legal Secretary    
	 

	 
		

	 

	 
		

	 

	 
		

	 

	 
		
 

	 

	 
		[SIGNATURE PAGE TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT]
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		

	 

	 			
	
			 
				 
			 

		  	
			 
				CITICORP USA, INC., as Term Loan Administrative Agent
			 

		  
	
			 
				 
			 

		  	
			 
				By :
			 

		  	
			 
				/s/ David
				Leland                    
				
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Name: David Leland
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Title: Vice President
			 

		  
	
			 
				 
			 

		  	
			 
				CITICORP USA, INC., as Multi-Currency Administrative Agent
			 

		  
	
			 
				 
			 

		  	
			 
				By :
			 

		  	
			 
				/s/ David
				Leland                    
				
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Name: David Leland
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Title: Vice President
			 

		  
	
			 
				 
			 

		  	
			 
				CITICORP USA, INC., as Collateral Agent
			 

		  
	
			 
				 
			 

		  	
			 
				By :
			 

		  	
			 
				/s/ David
				Leland                    

			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Name: David Leland
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Title: Vice President
			 

		  


	 
		

	 

	 
		
 

	 

	 
		[SIGNATURE PAGE TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT]
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		EXHIBIT A
	 

	 
		

	 

	 
		FORM OF 
	 

	 
		CERTIFICATE OF DESIGNATION/REVOCATION
	 

	 
		

	 

	 
		REVLON CONSUMER PRODUCTS
		CORPORATION
	 

	 
		CERTIFICATE OF DESIGNATION
	 

	 
		

	 

	 
		_______ __, 20__
	 

	 
		

	 

	 
		CITICORP USA, INC.,
 as Collateral Agent
	 

	 
		388 Greenwich Street
	 

	 
		New York, NY 10013
	 

	 
		

	 

	 
		Pursuant to the provisions of the AMENDED AND RESTATED INTERCREDITOR AND
		COLLATERAL AGENCY AGREEMENT, dated as of December 20, 2006, by and among
		CITICORP USA, INC. (“Citicorp”), as administrative agent for
		the Multi-Currency Lenders and Issuing Lenders, CITICORP, as administrative
		agent for the Term Loan Lenders, CITICORP, as collateral agent for the Secured
		Parties, REVLON, INC. (“Revlon”), REVLON CONSUMER PRODUCTS
		CORPORATION (the “Company”), and each other Loan Party (as the
		same may be further amended, restated, supplemented or otherwise modified from
		time to time, the “Intercreditor Agreement”; capitalized terms
		used herein and not otherwise defined herein are used herein as defined in the
		Intercreditor Agreement), the undersigned, a Responsible Officer of the
		Company, hereby certifies and represents and warrants on behalf of the Loan
		Parties as follows:
	 

	 
		

	 

	 
		1.
	 

	 
		The below referenced agreement is hereby designated as a Designated
		Eligible Obligation:
	 

	 
		

	 

	 			
	
			 
				AGREEMENT
			 

		  	
			 
				PRINCIPAL/
			 

			 
				NOTIONAL AMOUNT
			 

		  	
			 
				MATURITY DATE
			 

		  
	
			 
				______________________________________
			 

			 
 	
			 
				________________
			 

			 
 	
			 
				______________
			 

			 
 
			
	
			 
				______________________________________
			 

			 
 	
			 
				________________
			 

			 
 	
			 
				______________
			 

			 
 


	 
		

	 

	 
		2.
	 

	 
		The above referenced agreement is hereby designated to be:
	 

	 
		

	 

	 
		
	 

	 
		    Term Loan Eligible
		Obligations
	 

	 
		
	 

	 
		    Multi-Currency
		Eligible Obligations
	 

	 
		

	 

	 
		3.
	 

	 
		Copies of each of the Intercreditor Agreement and the Pledge and Security
		Agreement have been delivered to the holders of the Designated Eligible
		Obligations designated herein, or their representative, prior to the date
		hereof or concurrently herewith.
	 

	 
		

	 

	 
		
 

	 

	 
		 
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		4.
	 

	 
		In the case of any designation of Multi-Currency Eligible Obligations
		hereunder, after giving effect to such designation and any Designated Eligible
		Obligations Reserve to be established with respect thereto (of which the
		Multi-Currency Administrative Agent has notified the Company, at its request,
		prior to or concurrently herewith), the Available Multi-Currency Commitment
		will be equal to $_________ (greater than or equal to zero).
	 

	 
		

	 

	 
		5.
	 

	 
		As of the date hereof, no Default or Event of Default has occurred and is
		continuing.
	 

	 
		

	 

	 
		

	 

	 
		IN WITNESS WHEREOF, the undersigned has caused this Certificate of
		Designation to be duly executed and delivered as of _____ __, 20__.
	 

	 
		

	 

	 
		

	 

	 		
	
			 
				By:
			 

		  	
			 
				______________________
			 

		  
	
			 
				 
			 

		  	
			 
				Name:
			 

		  
	
			 
				 
			 

		  	
			 
				Title:
			 

		  


	 
		

	 

	 
		

	 

	 
		

	 

	 
		  

	 

	 
		  

	 

	 
		REVLON CONSUMER PRODUCTS
		CORPORATION
	 

	 
		CERTIFICATE OF REVOCATION
	 

	 
		

	 

	 
		

	 

	 
		The Company hereby revokes the designation
		of the above referenced Designated Eligible Obligation.
	 

	 
		

	 

	 
		IN WITNESS WHEREOF, the undersigned, a Responsible Officer of the
		Company, has caused this Certificate of Revocation to be duly executed and
		delivered as of _____ __, 20__.
	 

	 
		

	 

	 
		

	 

	 		
	
			 
				By:
			 

		  	
			 
				______________________
			 

		  
	
			 
				 
			 

		  	
			 
				Name:
			 

		  
	
			 
				 
			 

		  	
			 
				Title:
			 

		  


	 
		

	 

	 
		
 

	 

	 
		2
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		EXHIBIT B
	 

	 
		

	 

	 
		FORM OF 
	 

	 
		NOTICE OF ACTIONABLE DEFAULT
	 

	 
		

	 

	 
		_______ __, 20__
	 

	 
		

	 

	 
		CITICORP USA, INC.,
 as Collateral Agent
	 

	 
		388 Greenwich Street
	 

	 
		New York, NY 10013
	 

	 
		

	 

	 
		

	 

	 
		Pursuant to the provisions of the AMENDED AND RESTATED INTERCREDITOR AND
		COLLATERAL AGENCY AGREEMENT, dated as of December 20, 2006, by and among
		CITICORP USA, INC. (“Citicorp”), as administrative agent for
		the Multi-Currency Lenders and Issuing Lenders, CITICORP, as administrative
		agent for the Term Loan Lenders, CITICORP, as collateral agent for the Secured
		Parties, REVLON, INC. (“Revlon”), REVLON CONSUMER PRODUCTS
		CORPORATION (the “Company”), and each other Loan Party (as the
		same may be further amended, restated, supplemented or otherwise modified from
		time to time, the “Intercreditor Agreement”; capitalized terms
		used herein and not otherwise defined herein are used herein as defined in the
		Intercreditor Agreement), the undersigned, a Responsible Officer of the
		[Multi-Currency] [Term Loan] Administrative Agent, hereby certifies that an
		Event of Default has occurred and is continuing under the Credit Agreement and
		that any required notice thereof has been given and any grace periods provided
		for therein have expired.
	 

	 
		

	 

	 
		

	 

	 	 			
	 	
			 
				CITICORP USA, INC.,
 as[Multi-Currency][Term Loan]

				Administrative Agent
			 

		  
	 	
			 
				 
			 

		  
	 	
			 
				By:
			 

		  	
			 
				________________________________
			 

		  
	 	
			 
				 
			 

		  	
			 
				Name:
			 

		  	
			 
				 
			 

		  
	 	
			 
				 
			 

		  	
			 
				Title:
			 

		  	
			 
				 
			 

		  


	 
		ACCEPTED AND AGREED
 as of the date first above written:
	 

	 
		CITICORP USA, INC.,
 as Collateral Agent
	 

	 	
			 
				By:
			 

		  	
			 
				________________________________
			 

		  
	
			 
				 
			 

		  	
			 
				Name:
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				Title:
			 

		  	
			 
				 
			 

		  


	 
		 
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		EXHIBIT C
	 

	 
		

	 

	 
		FORM OF INTERCREDITOR SUPPLEMENT
	 

	 
		

	 

	 
		The undersigned hereby agrees to be bound as a Loan Party for purposes of
		the AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT, dated
		as of December 20, 2006 (the “Intercreditor Agreement”), by
		and among CITICORP USA, INC. (“Citicorp”), as administrative
		agent for the Multi-Currency Lenders and Issuing Lenders, CITICORP, as
		administrative agent for the Term Loan Lenders, CITICORP, as collateral agent
		for the Secured Parties, REVLON, INC. (“Revlon”), REVLON
		CONSUMER PRODUCTS CORPORATION (the “Company”), and each other
		Loan Party, and the undersigned hereby acknowledges receipt of a copy of the
		Intercreditor Agreement.  The undersigned hereby represents and warrants
		that each of the representations and warranties contained in Section 7
		(Representations and Warranties) of the Intercreditor Agreement applicable
		to it is true and correct on and as the date hereof as if made on and as of
		such date.  Capitalized terms used herein but not defined herein are used
		with the meanings given them in the Intercreditor Agreement.
	 

	 
		IN WITNESS WHEREOF, the undersigned has caused this Intercreditor
		Supplement to be duly executed and delivered as of ___________, ____.
	 

	 
		

	 

	 	 		
	 	
			 
				[NAME OF SUBSIDIARY GUARANTOR]
			 

		  
	 	
			 
				By:
			 

		  	
			 
				____________________________
			 

		  
	 	
			 
				 
			 

		  	
			 
				Name:
			 

		  
	 	
			 
				 
			 

		  	
			 
				Title:
			 

		  


	 
		ACKNOWLEDGED AND AGREED
 as of the date first above written:
	 

	 
		CITICORP USA, INC.
 as Collateral Agent
	 

	 		
	
			 
				By:
			 

		  	
			 
				________________________
			 

		  
	
			 
				 
			 

		  	
			 
				Name:
			 

		  
	
			 
				 
			 

		  	
			 
				Title: