Exhibit
		4.1

	 $840,000,000


	  

	 TERM LOAN AGREEMENT

	  

	 Dated
		as of December
		20, 2006


	  

	 among


	  

	 REVLON CONSUMER PRODUCTS CORPORATION
 as Borrower
		

	  

	 


	 and


	  

	 THE LENDERS PARTY
		HERETO

	  

	 and


	  

	 CITICORP USA, INC.
 as
		Administrative Agent
 and Collateral Agent 

	 


	 


	  

	 and


	  

	 JPMORGAN CHASE BANK,
		N.A.
 as Syndication Agent  

	 


	  

	 *
		* * 


	  

	 CITIGROUP GLOBAL MARKETS INC.
 as Sole Lead Arranger
		and Sole Bookrunner  

	  

	 


	  

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

	 
		
		   

		   
 

		
		   
		

		
		  
		

		
		   
		


		
 

		
		  TABLE OF CONTENTS
		

		
		   
		

		
		  	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					 PAGE
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Article I
				  

					
				  
					  
				  

					
				  
					 DEFINITIONS
				  

					
				  
					 1
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 1.1
				  

					
				  
					  
				  

					
				  
					 Defined Terms
				  

					
				  
					 1
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 1.2
				  

					
				  
					  
				  

					
				  
					 Other Definitional
					 Provisions
				  

					
				  
					 32
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Article II
				  

					
				  
					  
				  

					
				  
					 AMOUNTS AND TERMS OF TERM LOAN
					 COMMITMENTS
				  

					
				  
					 33
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 2.1
				  

					
				  
					  
				  

					
				  
					 Term Loan Commitments
				  

					
				  
					 33
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 2.2
				  

					
				  
					  
				  

					
				  
					 Obligations of the Company
				  

					
				  
					 33
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 2.3
				  

					
				  
					  
				  

					
				  
					 Procedure for Borrowing Term
					 Loans
				  

					
				  
					 34
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 2.4
				  

					
				  
					  
				  

					
				  
					 Amortization of Term Loans
				  

					
				  
					 34
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 2.5
				  

					
				  
					  
				  

					
				  
					 Use of Proceeds of Term
					 Loans
				  

					
				  
					 35
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 2.6
				  

					
				  
					  
				  

					
				  
					 Term Facility Increase
				  

					
				  
					 35
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Article III
				  

					
				  
					  
				  

					
				  
					 [Intentionally Omitted.]
				  

					
				  
					 37
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Article IV
				  

					
				  
					  
				  

					
				  
					 [Intentionally Omitted.]
				  

					
				  
					 37
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Article V
				  

					
				  
					  
				  

					
				  
					 [Intentionally Omitted.]
				  

					
				  
					 37
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Article VI
				  

					
				  
					  
				  

					
				  
					 [Intentionally Omitted.]
				  

					
				  
					 37
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Article VII
				  

					
				  
					  
				  

					
				  
					 PROVISIONS RELATING TO CERTAIN
					 EXTENSIONS OF CREDIT; FEES AND PAYMENT
				  

					
				  
					 37
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 7.1
				  

					
				  
					  
				  

					
				  
					 [Intentionally Omitted.]
				  

					
				  
					 37
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 7.2
				  

					
				  
					  
				  

					
				  
					 Optional Prepayments
				  

					
				  
					 37
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 7.3
				  

					
				  
					  
				  

					
				  
					 Mandatory Prepayments
				  

					
				  
					 37
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 7.4
				  

					
				  
					  
				  

					
				  
					 Application of Payments
				  

					
				  
					 39
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 7.5
				  

					
				  
					  
				  

					
				  
					 Interest Rate and Payment Dates;
					 Risk Participation Fees
				  

					
				  
					 39
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 7.6
				  

					
				  
					  
				  

					
				  
					 [Intentionally Omitted.]
				  

					
				  
					 39
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 7.7
				  

					
				  
					  
				  

					
				  
					 Conversion Options, Minimum
					 Tranches and Maximum Interest Periods
				  

					
				  
					 39
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 7.8
				  

					
				  
					  
				  

					
				  
					 Inability to Determine Interest
					 Rate
				  

					
				  
					 40
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 7.9
				  

					
				  
					  
				  

					
				  
					 Illegality
				  

					
				  
					 41
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 7.10
				  

					
				  
					  
				  

					
				  
					 Requirements of Law; Changes of
					 Law
				  

					
				  
					 41
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 7.11
				  

					
				  
					  
				  

					
				  
					 Indemnity
				  

					
				  
					 43
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 7.12
				  

					
				  
					  
				  

					
				  
					 Taxes
				  

					
				  
					 43
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 7.13
				  

					
				  
					  
				  

					
				  
					 [Intentionally Omitted.]
				  

					
				  
					 46
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 7.14
				  

					
				  
					  
				  

					
				  
					 Computation of Interest and
					 Fees
				  

					
				  
					 46
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 7.15
				  

					
				  
					  
				  

					
				  
					 Pro Rata Treatment and
					 Payments
				  

					
				  
					 46
				  

				

 
 


		
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		  TABLE OF CONTENTS
		

		
		  (continued)
		

		
		   
		

		
		  	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					 PAGE
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Article VIII
				  

					
				  
					  
				  

					
				  
					 REPRESENTATIONS AND
					 WARRANTIES
				  

					
				  
					 48
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 8.1
				  

					
				  
					  
				  

					
				  
					 Corporate Existence
				  

					
				  
					 48
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 8.2
				  

					
				  
					  
				  

					
				  
					 Corporate Power
				  

					
				  
					 48
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 8.3
				  

					
				  
					  
				  

					
				  
					 No Legal Bar to Loans
				  

					
				  
					 49
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 8.4
				  

					
				  
					  
				  

					
				  
					 No Material Litigation
				  

					
				  
					 49
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 8.5
				  

					
				  
					  
				  

					
				  
					 No Default
				  

					
				  
					 49
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 8.6
				  

					
				  
					  
				  

					
				  
					 Ownership of Properties;
					 Liens
				  

					
				  
					 50
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 8.7
				  

					
				  
					  
				  

					
				  
					 Taxes
				  

					
				  
					 50
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 8.8
				  

					
				  
					  
				  

					
				  
					 ERISA
				  

					
				  
					 50
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 8.9
				  

					
				  
					  
				  

					
				  
					 Financial Condition
				  

					
				  
					 51
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 8.10
				  

					
				  
					  
				  

					
				  
					 No Change
				  

					
				  
					 51
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 8.11
				  

					
				  
					  
				  

					
				  
					 Federal Regulations
				  

					
				  
					 51
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 8.12
				  

					
				  
					  
				  

					
				  
					 Investment Company Act;
					 PUHCA
				  

					
				  
					 51
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 8.13
				  

					
				  
					  
				  

					
				  
					 Company Information; Matters
					 Relating to Subsidiaries
				  

					
				  
					 52
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 8.14
				  

					
				  
					  
				  

					
				  
					 Mortgages
				  

					
				  
					 52
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 8.15
				  

					
				  
					  
				  

					
				  
					 Solvency
				  

					
				  
					 52
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 8.16
				  

					
				  
					  
				  

					
				  
					 Environmental Matters
				  

					
				  
					 52
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 8.17
				  

					
				  
					  
				  

					
				  
					 Models
				  

					
				  
					 53
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 8.18
				  

					
				  
					  
				  

					
				  
					 Disclosure
				  

					
				  
					 54
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 8.19
				  

					
				  
					  
				  

					
				  
					 Senior Indebtedness
				  

					
				  
					 54
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 8.20
				  

					
				  
					  
				  

					
				  
					 Regulation H
				  

					
				  
					 54
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 8.21
				  

					
				  
					  
				  

					
				  
					 Affiliate Obligations
				  

					
				  
					 54
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 8.22
				  

					
				  
					  
				  

					
				  
					 Indebtedness Owing to
					 Affiliates
				  

					
				  
					 54
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Article IX
				  

					
				  
					  
				  

					
				  
					 CONDITIONS PRECEDENT
				  

					
				  
					 54
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 9.1
				  

					
				  
					  
				  

					
				  
					 Conditions to Extensions of
					 Credit
				  

					
				  
					 54
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 9.2
				  

					
				  
					  
				  

					
				  
					 Conditions to Each Term Facility
					 Increase
				  

					
				  
					 58
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Article X
				  

					
				  
					  
				  

					
				  
					 AFFIRMATIVE COVENANTS
				  

					
				  
					 59
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 10.1
				  

					
				  
					  
				  

					
				  
					 Financial Statements
				  

					
				  
					 59
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 10.2
				  

					
				  
					  
				  

					
				  
					 Certificates; Other
					 Information
				  

					
				  
					 60
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 10.3
				  

					
				  
					  
				  

					
				  
					 Payment of Obligations
				  

					
				  
					 61
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 10.4
				  

					
				  
					  
				  

					
				  
					 Conduct of Business and
					 Maintenance of Existence
				  

					
				  
					 61
				  

				

 
 


		
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		  TABLE OF CONTENTS
		

		
		  (continued)
		

		
		   
		

		
		  	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					 PAGE
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 10.5
				  

					
				  
					  
				  

					
				  
					 Maintenance of Property;
					 Insurance
				  

					
				  
					 61
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 10.6
				  

					
				  
					  
				  

					
				  
					 Inspection of Property; Books and
					 Records; Discussions
				  

					
				  
					 62
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 10.7
				  

					
				  
					  
				  

					
				  
					 Notices
				  

					
				  
					 62
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 10.8
				  

					
				  
					  
				  

					
				  
					 Maintenance of Corporate
					 Identity
				  

					
				  
					 63
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 10.9
				  

					
				  
					  
				  

					
				  
					 Environmental Laws
				  

					
				  
					 63
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 10.10
				  

					
				  
					  
				  

					
				  
					 Additional Guaranties
				  

					
				  
					 63
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 10.11
				  

					
				  
					  
				  

					
				  
					 Additional Stock Pledges
				  

					
				  
					 64
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 10.12
				  

					
				  
					  
				  

					
				  
					 Additional Collateral
				  

					
				  
					 65
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 10.13
				  

					
				  
					  
				  

					
				  
					 Asset Transfers
				  

					
				  
					 65
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 10.14
				  

					
				  
					  
				  

					
				  
					 Intellectual Property
				  

					
				  
					 66
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 10.15
				  

					
				  
					  
				  

					
				  
					 Additional Mortgages
				  

					
				  
					 68
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 10.16
				  

					
				  
					  
				  

					
				  
					 Post-Closing Matters
				  

					
				  
					 68
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 10.17
				  

					
				  
					  
				  

					
				  
					 [Intentionally Omitted.]
				  

					
				  
					 68
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 10.18
				  

					
				  
					  
				  

					
				  
					 Tax Reporting
				  

					
				  
					 68
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 10.19
				  

					
				  
					  
				  

					
				  
					 Control Accounts; Approved Deposit
					 Accounts
				  

					
				  
					 68
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Article XI
				  

					
				  
					  
				  

					
				  
					 NEGATIVE COVENANTS
				  

					
				  
					 69
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 11.1
				  

					
				  
					  
				  

					
				  
					 Financial Covenant
				  

					
				  
					 69
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 11.2
				  

					
				  
					  
				  

					
				  
					 Indebtedness
				  

					
				  
					 69
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 11.3
				  

					
				  
					  
				  

					
				  
					 Limitation on Liens
				  

					
				  
					 73
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 11.4
				  

					
				  
					  
				  

					
				  
					 Limitation on Contingent
					 Obligations
				  

					
				  
					 75
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 11.5
				  

					
				  
					  
				  

					
				  
					 Limitation on Fundamental
					 Changes
				  

					
				  
					 76
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 11.6
				  

					
				  
					  
				  

					
				  
					 Limitation on Sale of
					 Assets
				  

					
				  
					 76
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 11.7
				  

					
				  
					  
				  

					
				  
					 Limitation on Restricted
					 Payments
				  

					
				  
					 77
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 11.8
				  

					
				  
					  
				  

					
				  
					 Limitation on Investments
				  

					
				  
					 78
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 11.9
				  

					
				  
					  
				  

					
				  
					 Limitation on Payments on Account
					 of Debt; Synthetic Purchase Agreements
				  

					
				  
					 81
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 11.10
				  

					
				  
					  
				  

					
				  
					 Limitation on Transactions with
					 Affiliates
				  

					
				  
					 82
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 11.11
				  

					
				  
					  
				  

					
				  
					 Hazardous Materials
				  

					
				  
					 82
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 11.12
				  

					
				  
					  
				  

					
				  
					 Accounting Changes
				  

					
				  
					 82
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 11.13
				  

					
				  
					  
				  

					
				  
					 Limitation on Negative Pledge
					 Clauses
				  

					
				  
					 82
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 11.14
				  

					
				  
					  
				  

					
				  
					 Amendment of Company Tax Sharing
					 Agreement
				  

					
				  
					 83
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 11.15
				  

					
				  
					  
				  

					
				  
					 Limitations on Restrictions on
					 Subsidiary Distributions
				  

					
				  
					 83
				  

				

 
 


		
		  iii
		

		
		   
		

		

		
		

		


		
		  TABLE OF CONTENTS
		

		
		  (continued)
		

		
		   
		

		
		  	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					 PAGE
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 11.16
				  

					
				  
					  
				  

					
				  
					 Limitation on Activities of
					 RPH
				  

					
				  
					 83
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 11.17
				  

					
				  
					  
				  

					
				  
					 Prohibition on Speculative Hedging
					 Transactions
				  

					
				  
					 83
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Article XII
				  

					
				  
					  
				  

					
				  
					 EVENTS OF DEFAULT
				  

					
				  
					 83
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 12.1
				  

					
				  
					  
				  

					
				  
					 Events of Default
				  

					
				  
					 83
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 12.2
				  

					
				  
					  
				  

					
				  
					 Right to Cure
				  

					
				  
					 88
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Article XIII
				  

					
				  
					  
				  

					
				  
					 THE AGENTS
				  

					
				  
					 88
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 13.1
				  

					
				  
					  
				  

					
				  
					 Authorization and Action
				  

					
				  
					 88
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 13.2
				  

					
				  
					  
				  

					
				  
					 Agents’ Reliance, Etc
				  

					
				  
					 89
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 13.3
				  

					
				  
					  
				  

					
				  
					 Posting of Approved Electronic
					 Communications
				  

					
				  
					 90
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 13.4
				  

					
				  
					  
				  

					
				  
					 The Agents Individually
				  

					
				  
					 91
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 13.5
				  

					
				  
					  
				  

					
				  
					 Lender Credit Decision
				  

					
				  
					 91
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 13.6
				  

					
				  
					  
				  

					
				  
					 Indemnification
				  

					
				  
					 91
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 13.7
				  

					
				  
					  
				  

					
				  
					 Successor Agent
				  

					
				  
					 92
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 13.8
				  

					
				  
					  
				  

					
				  
					 Concerning the Collateral and the
					 Security Documents
				  

					
				  
					 92
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Article XIV
				  

					
				  
					  
				  

					
				  
					 MISCELLANEOUS
				  

					
				  
					 93
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 14.1
				  

					
				  
					  
				  

					
				  
					 Amendments and Waivers
				  

					
				  
					 93
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 14.2
				  

					
				  
					  
				  

					
				  
					 Notices
				  

					
				  
					 95
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 14.3
				  

					
				  
					  
				  

					
				  
					 No Waiver; Cumulative
					 Remedies
				  

					
				  
					 97
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 14.4
				  

					
				  
					  
				  

					
				  
					 Survival of Representations and
					 Warranties
				  

					
				  
					 97
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 14.5
				  

					
				  
					  
				  

					
				  
					 Payment of Expenses
				  

					
				  
					 97
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 14.6
				  

					
				  
					  
				  

					
				  
					 Assignments and Participations;
					 Binding Effect
				  

					
				  
					 98
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 14.7
				  

					
				  
					  
				  

					
				  
					 Adjustments; Set-off
				  

					
				  
					 101
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 14.8
				  

					
				  
					  
				  

					
				  
					 [Intentionally Omitted.]
				  

					
				  
					 102
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 14.9
				  

					
				  
					  
				  

					
				  
					 [Intentionally Omitted.]
				  

					
				  
					 102
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 14.10
				  

					
				  
					  
				  

					
				  
					 Intercreditor Agreement
				  

					
				  
					 102
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 14.11
				  

					
				  
					  
				  

					
				  
					 Severability; Conflicts
				  

					
				  
					 102
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 14.12
				  

					
				  
					  
				  

					
				  
					 Counterparts;
					 Confidentiality
				  

					
				  
					 102
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 14.13
				  

					
				  
					  
				  

					
				  
					 Submission To Jurisdiction;
					 Waivers
				  

					
				  
					 103
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 14.14
				  

					
				  
					  
				  

					
				  
					 Acknowledgements
				  

					
				  
					 104
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 14.15
				  

					
				  
					  
				  

					
				  
					 USA PATRIOT Act
				  

					
				  
					 104
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 14.16
				  

					
				  
					  
				  

					
				  
					 Governing Law
				  

					
				  
					 104
				  

				

 
 


		
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		  TABLE OF CONTENTS
		

		
		  (continued)
		

		
		   
		

		
		  	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					 PAGE
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 14.17
				  

					
				  
					  
				  

					
				  
					 Indemnities
				  

					
				  
					 104
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					 Section 14.18
				  

					
				  
					  
				  

					
				  
					 Limitation of Liability
				  

					
				  
					 105
				  

				

 
 


		
		  v
		

		
		   
		

		

		
		

		


		
		  TABLE OF CONTENTS
		

		
		  (continued)
		

		
		   
		

		
		  	
				  
					 Schedules
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Schedule I
				  

					
				  
					  
				  

					
				  
					 Lenders; Addresses for
					 Notices
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Schedule II
				  

					
				  
					  
				  

					
				  
					 Term Loan Commitments
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Schedule 1.1
				  

					
				  
					  
				  

					
				  
					 Existing Eligible
					 Obligations
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Schedule 8.13(a)
				  

					
				  
					  
				  

					
				  
					 Company Information
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Schedule 8.13(b)
				  

					
				  
					  
				  

					
				  
					 Subsidiaries of the Company;
					 Subsidiaries Scheduled for Dissolution
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Schedule 8.16
				  

					
				  
					  
				  

					
				  
					 Environmental Matters
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Schedule 9.1(d)
				  

					
				  
					  
				  

					
				  
					 Mortgages
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Schedule 9.1(h)(iv)
				  

					
				  
					  
				  

					
				  
					 Domestic Local Counsel
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Schedule 10.16
				  

					
				  
					  
				  

					
				  
					 Post-Closing Matters
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Schedule 11.3
				  

					
				  
					  
				  

					
				  
					 Liens
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Schedule 11.4
				  

					
				  
					  
				  

					
				  
					 Contingent Obligations
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Schedule 11.6
				  

					
				  
					  
				  

					
				  
					 Disposition Assets
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Exhibits
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Exhibit A
				  

					
				  
					  
				  

					
				  
					 Form of Term Loan Note
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Exhibit B
				  

					
				  
					  
				  

					
				  
					 [Intentionally Omitted]
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Exhibit C
				  

					
				  
					  
				  

					
				  
					 [Intentionally Omitted]
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Exhibit D
				  

					
				  
					  
				  

					
				  
					 Form of Intercreditor
					 Agreement
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Exhibit E
				  

					
				  
					  
				  

					
				  
					 Form of Guaranty
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Exhibit F
				  

					
				  
					  
				  

					
				  
					 Form of Pledge and Security
					 Agreement
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Exhibit G
				  

					
				  
					  
				  

					
				  
					 Form of Mortgage
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Exhibit H-1
				  

					
				  
					  
				  

					
				  
					 Form of Notice of Borrowing

				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Exhibit H-2
				  

					
				  
					  
				  

					
				  
					 [Intentionally Omitted]
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Exhibit H-3
				  

					
				  
					  
				  

					
				  
					 [Intentionally Omitted]
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Exhibit I
				  

					
				  
					  
				  

					
				  
					 Form of Notice of Conversion or
					 Continuation
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Exhibit J
				  

					
				  
					  
				  

					
				  
					 Form of Affiliate Subordination
					 Letter
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Exhibit K-1
				  

					
				  
					  
				  

					
				  
					 Form of Opinion of Paul, Weiss,
					 Rifkind, Wharton & Garrison LLP
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Exhibit K-2
				  

					
				  
					  
				  

					
				  
					 Form of Opinion of Executive Vice
					 President and General Counsel of the Company
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Exhibit K-3
				  

					
				  
					  
				  

					
				  
					 Form of Opinion of Weil, Gotshal
					 & Manges LLP
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Exhibit L
				  

					
				  
					  
				  

					
				  
					 Form of Assignment and
					 Acceptance
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Exhibit M
				  

					
				  
					  
				  

					
				  
					 Form of Compliance
					 Certificate
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Exhibit N
				  

					
				  
					  
				  

					
				  
					 Form of Capital Contribution
					 Note
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Exhibit O
				  

					
				  
					  
				  

					
				  
					 [Intentionally Omitted]
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Exhibit P
				  

					
				  
					  
				  

					
				  
					 [Intentionally Omitted]
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Exhibit Q
				  

					
				  
					  
				  

					
				  
					 Form of U.S. Tax Compliance
					 Certificate
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				
	
				  
					 Exhibit R
				  

					
				  
					  
				  

					
				  
					 Form of Solvency
					 Certificate
				  

				

 
 


		
		  vi
		

		
		   
		

		




		
		

		

	 

	 
		 

		 
 

	 TERM LOAN AGREEMENT, dated as of December 20, 2006, among Revlon
		Consumer Products Corporation, a Delaware corporation (the
		“Company”), the Lenders (as defined below), and Citicorp
		USA, Inc. (“Citicorp”), as administrative agent for the
		Lenders (in such capacity, the “Administrative Agent”) and
		as collateral agent for the Secured Parties (as defined below) (in such
		capacity, the “Collateral Agent”).

	  

	 WITNESSETH:

	  

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

	  

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

	  

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

	  

	 ARTICLE
		I  

	  

	 DEFINITIONS


	  

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

	  

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


	  

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

	  

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


	  

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

	  

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

	 
		 
	 

	 
		
	 

	 
		 
	 


	 

	 
	 

	 

	 
		Indenture), substantially in the form of Exhibit
		J, as the
		same may be amended, supplemented or otherwise modified from time to
		time.

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

		

	 

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


	  

	 “Aggregate
		Term Loan Commitment”
		shall mean, at any time, the aggregate amount of the Term Loan Commitments of
		all Lenders then in effect. The original amount of the Aggregate Term Loan
		Commitment is $840,000,000.

	  

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

	  

	 “Alternate
		Base Rate”
		for any day shall mean a rate per annum (rounded upwards, if necessary, to the
		next 1/16th of 1%) equal to the greater of (a) the rate of interest announced
		publicly by Citibank, N.A. in New York, New York, from time to time, as its
		base rate and (b) the Federal Funds Effective Rate in effect on such day plus
		1/2 of 1%.

	  

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

	  

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


	  

	 “Applicable
		Margin”
		shall mean with respect to Term Loans maintained as (i) Alternate Base Rate
		Loans, a rate equal to 3.00% per
		annum and
		(ii) Eurodollar Loans, a rate equal to 4.00% per
		annum.


	  

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

	  

	 “Approved
		Electronic Communications”
		shall mean each notice, demand, communication, information, document and other
		material that any Loan Party is obligated to, or otherwise chooses to, provide
		to the Administrative Agent pursuant to any Loan Document or the transactions
		contemplated therein, including (a) any supplement to the Guaranty, any joinder
		to the Pledge and Security Agreement and any other written Contractual
		Obligation delivered or required to be delivered in respect of any Loan
		Document or the transactions contemplated therein and (b) any financial and
		other report, notice, request, certificate and other information material;
		provided,
		however, that,
		“Approved
		Electronic Communication”
		shall exclude (x) any Notice of Borrowing, Notice of Conversion or
		Continuation, and any other notice, demand, communication, information,
		document and other material relating to a request for a new, or a conversion of
		an existing, Loan, (ii) any notice pursuant to Section
		7.2 or
		7.3 and any
		
		


	 
		 
	 

	 
		2
	 

	 
		 
	 


	 

	 
	 

	 

	 other
		notice relating to the payment of any principal or other amount due under any
		Loan Document prior to the scheduled date therefor, (iii) any notice of any
		Default or Event of Default (including any Notice of Actionable Default) and
		(iv) any notice, demand, communication, information, document and other
		material required to be delivered to satisfy any of the conditions set forth in
		Article IX or any condition precedent to the effectiveness of this
		Agreement.

	  

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


	  

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

	  

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

	  

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


	  

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

	  

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


	  

	 “Business
		Day”
		shall mean a day other than a Saturday, Sunday or other day on which commercial
		banks in New York, New York are authorized or required by law to
		close.

	  

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

	  

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

	  

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

	  

	 “Capital
		Lease”
		means, with respect to any Person, any lease of, or other arrangement conveying
		the right to use, property by such Person as lessee that would be 


	  

	 
		 
	 

	 
		3
	 

	 
		 
	 


	 

	 
	 

	 

	 accounted
		for as a capital lease on a balance sheet of such Person prepared in conformity
		with GAAP.

	  

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

	  

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

	  

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

	  

	 “Cash
		Equivalents”
		shall mean (a) securities with maturities of one year or less from the date of
		acquisition issued or fully guaranteed or insured by the United States federal
		government or any agency thereof, (b) certificates of deposit and eurodollar
		time deposits with maturities of one year or less from the date of acquisition
		and overnight bank deposits of any Lender or any Multi-Currency Lender or of
		any commercial bank having capital and surplus in excess of $500,000,000, (c)
		repurchase obligations of any Lender or any Multi-Currency Lender or of any
		commercial bank satisfying the requirements of clause
		(b) of this
		definition, having a term of not more than 30 days with respect to securities
		issued or fully guaranteed or insured by the United States federal government,
		(d) commercial paper of a domestic issuer rated at least A-2 by S&P or P-2
		by Moody’s, (e) securities with maturities of one year or less from the
		date of acquisition issued or fully guaranteed by any state, commonwealth or
		territory of the United States or by any political subdivision or taxing
		authority of any such state, commonwealth or territory or by any foreign
		government, the securities of which state, commonwealth, territory, political
		subdivision, taxing authority or foreign government (as the case may be) are
		rated at least A by S&P or A by Moody’s, (f) securities with
		maturities of one year or less from the date of acquisition backed by standby
		letters of credit issued by any Lender or any Multi-Currency Lender or any
		commercial bank satisfying the requirements of clause
		(b) of this
		definition, (g) shares of money market mutual or similar funds having assets in
		excess of $250,000,000 and which invest exclusively in assets satisfying the
		requirements of clause
		(a) of this
		definition or (h) shares of money market mutual or similar funds having assets
		in excess of $500,000,000 and which invest exclusively in assets satisfying the
		requirements of clauses
		(b) through
		(f) of this
		definition.

	  

	 
		 
	 

	 
		4
	 

	 
		 
	 


	 

	 
	 

	 

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

	  

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


	  

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

	  

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

	  

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


	  

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

	  

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

	  

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

	  

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

	  

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

	  

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


	  

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

	  

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

	  

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

	  

	 
		 
	 

	 
		5
	 

	 
		 
	 


	 

	 
	 

	 

	 “Contingent
		Obligation”
		as to any Person shall mean any obligation of such Person guaranteeing or in
		effect guaranteeing any Indebtedness, leases, dividends, letters of credit or
		other obligations (“primary
		obligations”)
		of any other Person (the “primary
		obligor”)
		in any manner, whether directly or indirectly, including, without limitation,
		any “keep-well”
		or “make-well”
		agreement, guarantee of return on equity or other obligation of such Person,
		whether or not contingent, (a) to purchase any such primary obligation or any
		property constituting direct or indirect security therefor, (b) to advance or
		supply funds (i) for the purchase or payment of any such primary obligation or
		(ii) to maintain working capital or equity capital of the primary obligor or
		otherwise to maintain the net worth or solvency of the primary obligor, (c) to
		purchase, sell or lease property, or to purchase or sell securities or
		services, primarily for the purpose of assuring the obligee under any such
		primary obligation of the ability of the primary obligor to make payment of
		such primary obligation or (d) otherwise to assure or hold harmless the obligee
		under such primary obligation against loss in respect thereof.

	  

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

	  

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

	  

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

	  

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

	  

	 “Cross
		Default”
		of any Person shall mean (i) default in the payment of any amount when due
		(whether at maturity or by acceleration) on any of its Indebtedness (other than
		any such default in respect of any Loan) or in the payment of any matured
		Contingent Obligation in respect of any Indebtedness of any other Person
		(except for any such payments on account of any such Indebtedness and
		Contingent Obligations in an aggregate principal amount at any one time
		outstanding of up to $5,000,000 (or, with respect to any other currency, the
		Equivalent thereof)), (ii) default in the observance or performance of any
		other agreement or condition relating to any such Indebtedness or Contingent
		Obligation (except for any such Indebtedness and Contingent Obligations in an
		aggregate principal amount at any one time outstanding of up to $5,000,000 (or,
		with respect to any other currency, the Equivalent thereof)) or contained in
		any instrument or agreement evidencing, securing or relating thereto, or any
		other event shall occur or condition exist, the effect of which default or
		other event or condition is to cause, or to 

	  

	 
		 
	 

	 
		6
	 

	 
		 
	 


	 

	 
	 

	 

	 permit
		the holder or holders of such Indebtedness or beneficiary or beneficiaries of
		such Contingent Obligation (or a trustee or agent on behalf of such holder or
		holders or beneficiary or beneficiaries) to cause, with the giving of notice if
		required, such Indebtedness to become due or to be required to be redeemed or
		repurchased prior to its stated maturity or such Contingent Obligation to
		become payable or (iii) an “Event of Default” under and as defined in
		the Existing Credit Agreement shall occur and be continuing.

	  

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

	  

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


	  

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

	  

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

	  

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


	  

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

	  

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

	  

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

	  

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

	  

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

	  

	 
		 
	 

	 
		7
	 

	 
		 
	 


	 

	 
	 

	 

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

	  

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


	  

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

	  

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

	  

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

	  

	 (a)  Consolidated
		Net Income for such period; 

	  

	 (b)  plus
		(to the
		extent deducted in the determination of Consolidated Net Income and without
		duplication) the sum of (i) tax expense on account of such period, (ii)
		Interest Expense (including, without limitation, fees, commissions and other
		charges associated with standby letters of credit and other financing charges)
		for such period, (iii) depreciation and amortization expense for such period,
		(iv) any losses in respect of currency fluctuations for such period, (v) any
		losses in respect of equity earnings for such period, (vi) non-cash write-offs
		in respect of unamortized debt issuance costs, (vii) other non-cash charges
		(excluding, however, any non-cash charge which requires an accrual of, or a
		reserve for, cash disbursements at any time or could reasonably be expected to
		become a cash disbursement at any time), (viii) non-cash charges taken by the
		Company in respect of the issuance of Stock, Stock Equivalents or stock
		appreciation rights of Revlon based on compensation to directors or employees
		of the Company or its Subsidiaries for compensation or for repricing of
		outstanding stock options of such directors or employees, (ix) any losses from
		the Specified Dispositions, (x) any losses from asset sales outside of the
		ordinary course of business permitted to be consummated under this Agreement,
		(xi) non-cash goodwill or asset impairment charges for any period after
		December 31, 2003, (xii) any losses resulting from the satisfaction of
		Indebtedness prior to the maturity thereof in connection with the consummation
		of the transactions contemplated (A) under this Agreement, (B) to occur on the
		Closing Date and (C) any refinancing of Indebtedness permitted under this
		Agreement, (xiii) non-recurring restructuring charges in an aggregate amount
		not to exceed $10,000,000 since July 9, 2004 (specifically identified and
		itemized by the Company at the time taken, whether or

	  

	 
		 
	 

	 
		8
	 

	 
		 
	 


	 

	 
	 

	 

	  not
		characterized as a restructuring charge in accordance with GAAP), (xiv)
		amortization or writeoff of fees, charges and other expenses incurred in
		connection with any proposed refinancing of Indebtedness that is not
		consummated, (xv) non-recurring restructuring charges recorded in the fiscal
		quarters ending September 30, 2005, December 31, 2005 and March 31, 2006
		(specifically identified and itemized by the Company at the time taken, whether
		or not characterized as a restructuring charge in accordance with GAAP) in an
		aggregate amount not to exceed the lesser of (A) $50,000,000 and (B) the
		cumulative one-time charges associated with the restructuring announced by the
		Company on February 1, 2006 and the non-recurring costs in the fiscal quarters
		ending September 30, 2005 and December 31, 2005 associated with the launch of
		the Company’s Vital Radiance brand and the re-launch of the Almay brand,
		(xvi) non-recurring restructuring charges and returns charges in an aggregate
		amount with respect to all charges under this clause (xvi) not to exceed
		$25,000,000 since July 9, 2004 in respect of organizational realignments and
		related costs and returns costs due to retail space reconfigurations and/or
		product discontinuances (specifically identified and itemized by the Company at
		the time taken, whether or not characterized as a non-recurring or
		restructuring charge in accordance with GAAP), (xvii) non-recurring
		restructuring charges, asset impairment charges, inventory write-offs and
		returns costs, plus in each case related charges, in an aggregate amount with
		respect to all charges under this clause (xvii) not to exceed the lesser of (A)
		$75,000,000 and (B) the actual amount of such charges in connection with the
		organizational changes announced by the Company on September 18, 2006, the
		restructuring announced by the Company on September 25, 2006 and retail space
		reconfigurations and/or product discontinuances associated with the
		discontinuation of the Company’s Vital Radiance brand announced by the
		Company on September 25, 2006 (in each case, specifically identified and
		itemized by the Company at the time taken, whether or not characterized as a
		non-recurring or restructuring charge in accordance with GAAP), (xviii)
		non-recurring restructuring charges in an aggregate amount not to exceed
		$20,000,000 during the term of this Agreement (specifically identified and
		itemized by the Company at the time taken, whether or not characterized as a
		restructuring charge in accordance with GAAP), (xix) customary costs, fees and
		expenses (including prepayment premiums) incurred in connection with any
		financing or refinancing transaction entered into by the Company or any of its
		Subsidiaries on or after the date hereof, including, without limitation, in
		connection with Amendment No. 4 to the Existing Credit Agreement, this
		Agreement, the Refinancing and any equity financing, and (xx) for purposes of
		determining compliance with Section
		11.1 only,
		the Cure Amount, if any, received by the Company for such period and permitted
		to be included in EBITDA pursuant to Section
		12.2;


	  

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

	  

	 provided,
		however, that,
		for purposes of the calculation of the Senior Secured Leverage Ratio, (x) the
		EBITDA of any Person acquired, or the EBITDA attributable to any assets
		acquired, by the Company or any of its Subsidiaries during the relevant
		calculation period shall be included, on a pro forma basis, in the EBITDA of
		the Company as if such Person or such assets had been acquired on the first day
		of the calculation period and (y) the amount of reasonably identifiable and
		factually supportable cost savings and synergies 

	  

	 
		 
	 

	 
		9
	 

	 
		 
	 


	 

	 
	 

	 

	 projected
		by the Company in good faith to be realized in connection with the acquisition
		of any Person or assets referred to in clause (x) above as a result of
		specified actions taken within 12 months of the date such acquisition is
		consummated, net of the amount of actual benefits realized during such period
		from such actions, as specified in a certificate executed by a Responsible
		Officer and delivered to the Administrative Agent, shall be included in the
		EBITDA of the Company on a pro forma basis as though such cost savings and
		synergies had been realized on the first day of the calculation
		period.

	  

	 “Eligible
		Assignee”
		shall mean (a) a Lender or an Affiliate or Related Fund of any Lender, (b) a
		commercial bank having total assets whose Equivalent in Dollars exceeds
		$5,000,000,000, (c) a finance company, insurance company or any other financial
		institution or Fund, in each case reasonably acceptable to the Administrative
		Agent and regularly engaged in making, purchasing or investing in loans and
		having a net worth, determined in accordance with GAAP, whose Equivalent in
		Dollars exceeds $250,000,000 (or, to the extent net worth is less than such
		amount, a finance company, insurance company, other financial institution or
		Fund, reasonably acceptable to the Administrative Agent and the Company) or (d)
		a savings and loan association or savings bank organized under the laws of the
		United States or any state thereof having a net worth, determined in accordance
		with GAAP, whose Equivalent in Dollars exceeds $250,000,000.

	  

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

	  

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

	  

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

	  

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

	 
		 
	 

	 
		10
	 

	 
		 
	 


	 

	 
	 

	 

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

	  

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

	  

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

	  

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

	  

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

	  

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

	  

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

	  

	 “Eurodollar
		Base Rate”
		shall mean with respect to each day during each Interest Period pertaining to a
		Eurodollar Loan, the rate per annum determined on the basis of the


	 
		 
	 

	 
		11
	 

	 
		 
	 


	 

	 
	 

	 

	  rate
		for deposits in Dollars for a period equal to such Interest Period commencing
		on the first day of such Interest Period appearing on Page 3750 of the Telerate
		screen (or such other page of the Telerate as is customary for Eurodollar
		deposits in Dollars) as of 11:00 A.M. (London time) two Working Days prior to
		the beginning of such Interest Period. In the event that such rate does not
		appear on Page 3750 (or equivalent page) of the Telerate screen, the
		“Eurodollar
		Base Rate”
		shall be determined by reference to such other comparable publicly available
		service for displaying eurodollar rates as may be selected by the
		Administrative Agent or, in the absence of such availability, by reference to
		the rate at which the Administrative Agent is offered Dollar deposits at or
		about 11:00 A.M. (London time), two Working Days prior to the beginning of such
		Interest Period in the interbank eurodollar market where its eurodollar and
		foreign currency and exchange operations are then being conducted for delivery
		on the first day of such Interest Period for the number of days comprised
		therein.

	  

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

	  

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

	  

	                    Eurodollar
		Base
		Rate                   


	 1.00
		– Eurocurrency Reserve Requirements

	  

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

	  

	 “Excess
		Cash Flow”
		shall mean, for the Company for any period, (a) EBITDA of the Company for such
		period plus (b) the
		excess, if any, of the Working Capital of the Company at the beginning of such
		period over the Working Capital of the Company at the end of such period
		minus (c) the
		sum of (without duplication) (i) scheduled, mandatory and optional cash
		principal payments on the Loans and Multi-Currency Loans during such period
		(but only, in the case of payment in respect of revolving loans, to the extent
		that the applicable revolving commitments are permanently reduced by the amount
		of such payments), (ii) scheduled and mandatory cash interest and fee payments
		on the Loans and other Indebtedness of the Company and its Subsidiaries during
		such period, (iii) Capital Expenditures made by the Company or any of its
		Subsidiaries during such period to the extent permitted by this Agreement, (iv)
		cash tax payments, (v) any cash payments made against prior restructuring and
		growth plan charges in an amount not to exceed the Company’s current
		reserves for such charges, (vi) the excess, if any, of the Working Capital of
		the Company at the end of such period over the Working Capital of the Company
		at the beginning of such period and (vii) fees, charges and other expenses
		(including prepayment premiums but not interest or principal) in connection
		with repurchasing, redeeming, defeasing or refinancing Indebtedness permitted
		to be refinanced, redeemed, defeased or refinanced under this
		Agreement.

	  

	 “Existing
		Credit Agreement”
		shall mean (i) the Credit Agreement, dated as of July 9, 2004 among the Company
		and the other borrowers party thereto, the lenders and issuing lenders party
		thereto, the Term Loan Administrative Agent (as defined therein), the
		Multi-Currency Administrative Agent and the Collateral Agent, as the same may
		be 

	 
		 
	 

	 
		12
	 

	 
		 
	 


	 

	 
	 

	 

	 amended,
		amended and restated, supplemented or otherwise modified from time to time
		prior to, on or after the date hereof and (ii) if there is a refinancing of the
		Multi-Currency Facility in accordance with Section
		11.2(q), the
		agreement providing for such refinancing Indebtedness, as the same may be
		amended, amended and restated, supplemented or otherwise modified from time to
		time.

	  

	 “Existing
		Credit Agreement Cure Amount”
		means the “Cure Amount” under and as defined in the Existing Credit
		Agreement.

	  

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


	  

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

	  

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

	  

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

	  

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

	  

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

	  

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

	  

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

	 
		 
	 

	 
		13
	 

	 
		 
	 


	 

	 
	 

	 

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

	  

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


	  

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

	  

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

	  

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

	  

	 “Incremental
		Term Loans”
		shall have the meaning specified in Section
		2.6.

	  

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

	 
		 
	 

	 
		14
	 

	 
		 
	 


	 

	 
	 

	 

	 
		Indebtedness of the types referred to in
		clauses (a) through
		(j) above
		which is guaranteed directly or indirectly by such Person and (l) renewals,
		extensions, refundings, deferrals, restructurings, amendments and modifications
		of any such indebtedness, obligation or guarantee.

	  

	 “Indentures”
		shall mean the collective reference to (a) the Subordinated Notes Indenture,
		(b) the Senior Notes Indenture and (c) each instrument, document and agreement
		delivered in connection therewith, as each of the foregoing may be amended,
		supplemented or otherwise modified from time to time to the extent permitted by
		Section
		11.9.


	  

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

	  

	 “Insolvent”
		shall pertain to a condition of Insolvency.

	  

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

	  

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

	  

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


	  

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

	  

	 “Interest
		Payment Date”
		shall mean:

	  

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

	  

	 (b)  as to
		any Eurodollar Loan with an Interest Period of three months or less, the last
		day of the Interest Period with respect thereto;

	  

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

	  

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

	 
		 
	 

	 
		15
	 

	 
		 
	 


	 

	 
	 

	 

	 (e)  in any
		event, the Term Loan Termination Date.

	  

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

	  

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

	  

	 (ii)  no
		Interest Period relating to any Loan shall be selected that would extend beyond
		the Term Loan Termination Date; and

	  

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

	  

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

	  

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

	  

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

	  

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

	  

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

	  

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

	 
		 
	 

	 
		16
	 

	 
		 
	 


	 

	 
	 

	 

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

	  

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

	  

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

	  

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

	  

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

	  

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


	  

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

	  

	 “Loan”
		shall mean a Term Loan.

	  

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


	  

	 “Loan
		Party”
		shall mean the Company and each Guarantor.

	  

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

	 
		 
	 

	 
		17
	 

	 
		 
	 


	 

	 
	 

	 

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


	  

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

	  

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

	  

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


	  

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

	  

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

	  

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

	  

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

	  

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

	  

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

	  

	 (b) (i) a
		mortgagee’s title policy (or policies) or marked-up unconditional binder
		(or binders) for such insurance (or other evidence reasonably acceptable to the
		Designated Administrative Agent proving ownership thereof) (“Mortgagee’s
		Title Insurance Policy”),
		dated a date reasonably satisfactory to the Designated Administrative
		

	 
		 
	 

	 
		18
	 

	 
		 
	 


	 

	 
	 

	 

	 Agent,
		which shall (A) be in an amount not less than 125% of Mortgage Value of such
		parcel of Real Property, (B) be issued at ordinary rates, (C) insure that the
		Lien granted pursuant to the Mortgage insured thereby creates a valid second
		priority Lien on such parcel of Real Property free and clear of all defects and
		encumbrances, except for Customary Permitted Liens, Liens securing the
		Multi-Currency Payment Obligations and Designated Eligible Obligations as
		provided for in the Intercreditor Agreement and such Liens, defects and
		encumbrances as may be approved by the Designated Administrative Agent, (D)
		name the Collateral Agent for the benefit of the Secured Parties as the insured
		thereunder, (E) be in the form of ALTA Loan Policy - 1992 (or such local
		equivalent thereof as is reasonably satisfactory to the Designated
		Administrative Agent), (F) contain a waiver of creditors’ rights, a
		comprehensive lender’s endorsement and such other endorsements as the
		Designated Administrative Agent shall reasonably require (including, but not
		limited to a floating rate endorsement), (G) be issued by Chicago Title
		Insurance Company, First American Title Insurance Company, Lawyers Title
		Insurance Corporation or any other title company reasonably satisfactory to the
		Designated Administrative Agent (including any such title companies acting as
		co-insurers or reinsurers) and (H) be otherwise in form and substance
		reasonably satisfactory to the Designated Administrative Agent and (ii) a copy
		of all documents referred to, or listed as exceptions to title, in such title
		policy (or policies), in each case in form and substance reasonably
		satisfactory to the Designated Administrative Agent;

	  

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

	  

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

	  

	 (e)  a Phase
		I environmental report with respect to such parcel of Real Property, in form
		and substance reasonably satisfactory to the Designated Administrative Agent;
		and

	  

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

	 
		 
	 

	 
		19
	 

	 
		 
	 


	 

	 
	 

	 

	 “Mortgage
		Value”
		shall mean, with respect to any parcel of Real Property, the lesser of (a) the
		Equivalent in Dollars of the maximum stated amount secured by the Lien on such
		parcel of Real Property granted in favor of the Collateral Agent pursuant to
		the relevant Mortgage and (b) the Equivalent in Dollars of the value of such
		parcel of Real Property set forth in the most recent appraisal delivered with
		respect thereto to the Designated Administrative Agent.

	  

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

	  

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

	  

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


	  

	 “Multi-Currency
		Administrative Agent”
		shall mean the “Multi-Currency Administrative Agent” (as defined
		under the Existing Credit Agreement).

	  

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

	  

	 “Multi-Currency
		Lenders”
		shall mean the “Multi-Currency Lenders” under and as defined in the
		Existing Credit Agreement.

	  

	 “Multi-Currency
		Loans”
		shall have the meaning assigned to such term in the Existing Credit
		Agreement.

	  

	 “Multi-Currency
		Payment Obligations”
		shall mean the “Payment Obligations” as defined under the Existing
		Credit Agreement.

	  

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

	  

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

	  

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

	  

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

	 
		 
	 

	 
		20
	 

	 
		 
	 


	 

	 
	 

	 

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

	  

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

	  

	 “Net
		Proceeds Event”
		shall mean:

	  

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

	  

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


	  

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


	  

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


	  

	 “Note”
		shall mean any Term Loan Note.

	  

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


	  

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

	  

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


	  

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


	  

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

	 
		 
	 

	 
		21
	 

	 
		 
	 


	 

	 
	 

	 

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

	  

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

	  

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

	  

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

	  

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

	  

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

	  

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

	  

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

	  

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

	  

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

	 
		 
	 

	 
		22
	 

	 
		 
	 


	 

	 
	 

	 

	 (e)  the
		aggregate fair market value of the consideration paid by the Company and its
		Subsidiaries (including any assumption of Indebtedness in connection with all
		such purchases, but excluding any such consideration paid with the proceeds of,
		or Stock or Stock Equivalents issued pursuant to, an Equity Offering or any
		M&F Loans and reduced by an amount equal to the Net Proceeds received by
		the Company and its Subsidiaries from any Net Proceeds Event on account of any
		Resale Transaction with respect to any Permitted Acquisition) for all such
		purchases on and after the date hereof shall not exceed
		$100,000,000.

	  

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

	  

	 “Permitted
		Intercompany Transfers”
		shall mean any:

	  

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

	  

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

	  

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

	  

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

	 
		 
	 

	 
		23
	 

	 
		 
	 


	 

	 
	 

	 

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

	  

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

	  

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

	  

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

	  

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


	  

	 “Permitted
		Third Lien Financing”
		shall mean third lien Indebtedness of the Company or any Subsidiary that (a)
		shall have a third lien on the Multi-Currency Collateral, junior to the Liens
		securing the Multi-Currency Payment Obligations and the Liens securing the
		Payment Obligations, (b) shall have a third lien on the Term Loan Collateral,
		junior to the Liens securing the Payment Obligations and the Liens securing the
		Multi-Currency Payment Obligations, (c) is subject to an intercreditor
		agreement on terms satisfactory to the Multi-Currency Administrative Agent and
		the Administrative Agent, (d) is on terms, taken as a whole, that are not more
		restrictive to the Company or any Subsidiary than this Agreement or the
		Existing Credit Agreement (other
		than the interest rate and fees applicable to such refinancing Indebtedness,
		which shall not be less favorable to the obligor than it would obtain in an
		arm’s length transaction with a Person that is not an Affiliate thereof
		and shall reflect the prevailing market conditions at the time of such
		refinancing);
		provided, that a
		certificate of a Responsible Officer delivered to the Administrative Agent at
		least five Business Days prior to the incurrence of such refinancing
		Indebtedness, together with a reasonably detailed description of the material
		terms and conditions of such Indebtedness or drafts of the documentation
		relating thereto, stating that the Company has determined in good faith that
		such terms and conditions satisfy the foregoing requirement shall be conclusive
		evidence that such terms and

	 
		 
	 

	 
		24
	 

	 
		 
	 


	 

	 
	 

	 

	 
		conditions satisfy the foregoing requirement unless the Administrative Agent
		notifies the Company within such five Business Day period that it disagrees
		with such determination (including a reasonable description of the basis upon
		which it disagrees), (e)
		has a final maturity date no earlier than six months after the Term Loan
		Maturity Date, and (f) has a principal amount not to exceed the principal
		amount of the Subordinated Notes refinanced thereby together with any premium
		actually paid thereon and reasonable costs and expenses (including underwriting
		discounts) incurred in connection with such refinancing; provided,
		however, that
		after giving pro forma effect to such Permitted Third Lien Financing, as of the
		date of the most recent financial statements delivered pursuant to Section
		10.1, the
		Company’s Senior Secured Leverage Ratio shall be less than 3.25 to
		1.0.

	  

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

	  

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

	  

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

	  

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

	  

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

	  

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

	  

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


	  

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

	  

	 
			
				Prepayment
				  Date
 	
				Prepayment
				  Fee
 
	
				On or
				  prior to the first anniversary of the Closing Date
 	
				3.00%

				

 

	 
		 
	 

	 
		25
	 

	 
		 
	 


	 

	 
	 

	 

	  

	 	
			 Prepayment
				Date
 	
			 Prepayment
				Fee
 
	
			 After
				the first anniversary of the Closing Date and on or prior to the second
				anniversary of the Closing Date
 	
			 2.00%

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

			 
	
			 After
				the third anniversary of the Closing Date
 	
			 None

			 


	  

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

	  

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

	  

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

	  

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

	  

	 “Refinancing”
		shall mean the refinancing of the term loan facility under the Existing Credit
		Agreement with the proceeds of the Loans on the Closing Date.

	  

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


	  

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

	  

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

	  

	 “Remedial
		Action”
		shall mean all actions required to (a) clean up, remove, treat or in any other
		way address any Hazardous Material in the indoor or outdoor

	 
		 
	 

	 
		26
	 

	 
		 
	 


	 

	 
	 

	 

	 
		environment, (b) prevent the Release or threat of Release or minimize the
		further Release so that a Hazardous Material does not migrate or endanger or
		threaten to endanger public health or welfare or the indoor or outdoor
		environment or (c) perform pre-remedial studies and investigations and
		post-remedial monitoring and care.

	  

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

	  

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

	  

	 “Required
		Lenders”
		at any date shall mean the Lenders having more than 50% of the Aggregate Term
		Loan Commitment then in effect or, after the Closing Date, 50% of the principal
		amount of all Term Loans then outstanding.

	  

	 “Requirement
		of Law”
		for any Person shall mean the Certificate of Incorporation and By-Laws or other
		organizational or governing documents of such Person, and any law, treaty, rule
		or regulation, or determination of an arbitrator or a court or other
		Governmental Authority, in each case applicable to or binding upon such Person
		or any of its material property or to which such Person or any of its material
		property is subject.

	  

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

	  

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

	  

	 “Restricted
		Payment”
		shall mean (a) any payment by the Company of a dividend (other than a dividend
		payable solely in common stock of the Company) or distribution on, or any
		payment by the Company or any of its Subsidiaries on account of the purchase,
		redemption or retirement of, or any other distribution on, any Stock or Stock
		Equivalents of the Company (including any such payment or distribution in cash
		or in property or obligations of the Company or any of its Subsidiaries), (b)
		any loan or advance, or the making of any other investment, by the Company or
		any of its Subsidiaries to or in any Affiliate of the Company, (c) the payment
		by the Company or any of its Subsidiaries of any management or administrative
		fee (including, without limitation, any management consulting and financial
		services fees) to any Affiliate of the Company or of any salary, bonus or other
		form of compensation (other than in the ordinary course of business) to any
		Person who is a significant stockholder or principal officer of any Affiliate
		of the Company, or (d) any payment by the Company or any of its Subsidiaries to
		any Affiliate of the Company pursuant to the Prior Tax Sharing Agreement or (e)
		any payment by the Company or any of its Subsidiaries of principal or interest
		in respect of amounts from

	 
		 
	 

	 
		27
	 

	 
		 
	 


	 

	 
	 

	 

	  time to
		time outstanding under any Capital Contribution Note; provided,
		however, that
		any amounts paid from time to time to Revlon (including, without limitation,
		payments to Revlon pursuant to the Company Tax Sharing Agreement) to finance
		the actual payment by Revlon of expenses and obligations incurred by Revlon to
		Persons other than Affiliates of Revlon (or officers or employees of any such
		Affiliate) shall not be “Restricted
		Payments”
		to the extent that such expenses and obligations, if they had been incurred by
		the Company, would not have been prohibited hereunder and were incurred by
		Revlon without violating the provisions of Section
		12.1(p).


	  

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


	  

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

	  

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

	  

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


	  

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

	  

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

	  

	 “Secured
		Obligations”
		shall mean, collectively (i) in the case of the Company, the Multi-Currency
		Payment Obligations and the Payment Obligations of the Company, (ii) in the
		case of each Loan Party, the obligations of each Loan Party under (A) the
		Loan Documents to which it is a party and (B) the Loan Documents (as
		defined in the Existing Credit Agreement) to which it is a party and (iii) the
		Designated Eligible Obligations.

	  

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

	  

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

	  

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

	  

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

	  

	 “Security
		Documents”
		shall mean the Intercreditor Agreement, the Guaranty, the Pledge and Security
		Agreement, the Mortgages and all other security documents hereafter delivered
		to the Administrative Agent granting a security interest in any asset or assets
		of any Loan Party to secure the Payment Obligations of the Company hereunder,
		under the Notes and any other Secured Obligations, or to secure any guarantee
		of any such Payment Obligations and other Secured Obligations (and including
		(a) the Term Loan Debenture between the Company, Charles of the Ritz Group
		Ltd., Charles Revson Inc. 

	 
		 
	 

	 
		28
	 

	 
		 
	 


	 

	 
	 

	 

	 and
		Revlon International Corporation (UK Branch), as Chargors, and the Collateral
		Agent, (b) the Share Charge Agreement between Revlon International Corporation
		and the Collateral Agent, (c) the Share Charge Agreement between the Company
		and the Collateral Agent, (d) the Share Pledge Agreement between Revlon
		International Corporation and the Collateral Agent and (e) the Trademark
		Security Agreement among the Company, Charles of the Ritz Group Ltd., Charles
		Revson Inc. and the Collateral Agent, as each may be amended, amended and
		restated, supplemented or otherwise modified from time to time).

	  

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


	  

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

	  

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

	  

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

	  

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

	  

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


	 
		 
	 

	 
		29
	 

	 
		 
	 


	 

	 
	 

	 

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

	  

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

	  

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

	  

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


	  

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

	  

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


	  

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


	  

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

	  

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

	 
		 
	 

	 
		30
	 

	 
		 
	 


	 

	 
	 

	 

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

	  

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

	  

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

	  

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

	  

	 “Term
		Facility Increase”
		shall have the meaning specified in Section
		2.6(a).


	  

	 “Term
		Facility Increase Date”
		shall have the meaning specified in Section
		2.6(a).


	  

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

	  

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


	  

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

	  

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


	  

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

	 
		 
	 

	 
		31
	 

	 
		 
	 


	 

	 
	 

	 

	  

	 

	  

	 “Term
		Loan Maturity Date”
		shall mean January 15, 2012.

	  

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

	  

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


	  

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

	  

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

	  

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

	  

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

	  

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

	  

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

	  

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


	  

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

	  

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


	  

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

	  

	 “Working
		Day”
		shall mean any Business Day other than a Business Day on which commercial banks
		in London, England are authorized or required by law to close.

	  

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

	 
		 
	 

	 
		32
	 

	 
		 
	 


	 

	 
	 

	 

	  

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

	  

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

	 

	 
		ARTICLE
		  II  
 

	 AMOUNTS
		AND TERMS OF TERM LOAN COMMITMENTS


	  

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

	  

	 Section
		2.2  Obligations
		of the Company.
		(a)  The
		Company agrees that each Term Loan made by each Lender pursuant hereto shall
		constitute the promise and obligation of the Company to pay to the
		Administrative Agent, for the benefit of such Lender, at the office of the
		Administrative Agent listed in
		Section 14.2, in
		lawful money of the United States of America and in immediately available funds
		the aggregate unpaid principal amount of the Term Loans made by such Lender
		pursuant to Section
		2.1, which
		amounts shall be due and payable (whether at maturity or by acceleration) as
		set forth in this Agreement and, in any event, on the Term Loan Termination
		Date.

	 
		
		  (b)  The
		  Company agrees that each Lender is authorized to record (i) the date and amount
		  of the Term Loan made by such Lender pursuant to Section
		  2.1, (ii)
		  the date of each interest rate conversion pursuant to Section
		  7.7 and the
		  principal amount subject thereto, (iii) the date and amount of each payment or
		  prepayment of principal of and interest with respect to each Term Loan and (iv)
		  in the case of each Eurodollar Loan, the interest rate and Interest Period, in
		  the books and records of such Lender and in such manner as is reasonable and
		  customary for such Lender and a certificate of an officer of such Lender,
		  setting forth in reasonable detail the information so recorded, shall
		  constitute prima facie evidence of the accuracy of the information 
		

	 

	 
		 
	 

	 
		33
	 

	 
		 
	 


	 

	 
	 

	 

	  so
		recorded; provided,
		however, that
		the failure to make any such recording or any error in such recording shall not
		in any way affect the Payment Obligations of the Company
		hereunder.

	  

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


	  

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

	  

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

	  

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


	  

	 
			
				Installment

					
				Principal
				  Amount
 
	
				April
				  15, 2008
 	
				$2,100,000

				
	 	 
	
				July 15,
				  2008
 	
				$2,100,000

				
	 	 
	
				October
				  15, 2008
 	
				$2,100,000

				
	 	 
	
				January
				  15, 2009
 	
				$2,100,000

				

 

	 
		 
	 

	 
		34
	 

	 
		 
	 


	 

	 
	 

	 

	 	
			 Installment

			 	
			 Principal
				Amount
 
	
			 April
				15, 2009
 	
			 $2,100,000

			 
	 	 
	
			 July 15,
				2009
 	
			 $2,100,000

			 
	 	 
	
			 October
				15, 2009
 	
			 $2,100,000

			 
	 	 
	
			 January
				15, 2010
 	
			 $2,100,000

			 
	 	 
	
			 April
				15, 2010
 	
			 $2,100,000

			 
	 	 
	
			 July 15,
				2010
 	
			 $2,100,000

			 
	 	 
	
			 October
				15, 2010
 	
			 $2,100,000

			 
	 	 
	
			 January
				15, 2011
 	
			 $2,100,000

			 
	 	 
	
			 April
				15, 2011
 	
			 $2,100,000

			 
	 	 
	
			 July 15,
				2011
 	
			 $2,100,000

			 
	 	 
	
			 October
				15, 2011
 	
			 $2,100,000

			 
	 	 
	
			 Term
				Loan Maturity

			 Date

			 	
			 $808,500,000

			 


	 


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

	  

	 Section
		2.5  Use
		of Proceeds of Term Loans. The
		proceeds of the Term Loans hereunder shall be used by the Company for the
		purpose of refinancing the term loans owing by the Company under the Existing
		Credit Agreement (including interest, fees and expenses in connection with such
		refinancing), and for general corporate purposes not prohibited
		hereunder.

	  

	 Section
		2.6  Term
		Facility Increase.
		(a) The
		Company shall have the right to send to the Administrative Agent, after the
		Closing Date, one or more Term Facility Increase Notices to request (each, a
		“Term
		Facility Increase”)
		one or more tranches of term loans (the “Incremental
		Term Loans”)
		in a principal amount not to exceed $200,000,000 in the aggregate for all such
		Term Facility Increases and in increments of not less than $50,000,000;
		provided,
		however, that
		(i) no Term Facility Increase shall be requested later than one year prior to
		the Term Loan Maturity Date, (ii) no Term Facility Increase shall become
		effective earlier than 10 days after the delivery of the Term Facility Increase
		Notice to the Administrative Agent in respect of such Incremental Term Loans
		and (iii) after giving pro
		forma effect
		to the Incremental Term Loans made on the applicable Term Facility Increase
		Date, as of the date of the most recent financial statements delivered pursuant
		to Section
		10.1, the
		Company shall be in compliance with Section
		11.1, and
		the Company shall provide the Administrative Agent such financial information
		as the Administrative Agent shall reasonably request to demonstrate compliance
		with this clause


	 
		 
	 

	 
		35
	 

	 
		 
	 


	 

	 
	 

	 

	 (iii).
		Nothing in this Agreement shall be construed to obligate any Lender to
		negotiate for (whether or not in good faith), solicit, provide or commit to
		provide any Term Facility Increase, and any such Term Facility Increase may be
		subject to changes in any term herein. The Administrative Agent shall promptly
		notify each Lender of the proposed Term Facility Increase and of the proposed
		terms and conditions therefor agreed between the Company and the Administrative
		Agent. Each such Lender (and each of their Affiliates and Related Funds) may,
		in its sole discretion, commit to participate in such Term Facility Increase by
		forwarding its commitment to the Administrative Agent therefor in form and
		substance reasonably satisfactory to the Administrative Agent. The
		Administrative Agent shall allocate, in its sole discretion but in amounts not
		to exceed for each such Lender the commitment received from such Lender,
		Affiliate or Related Fund, the Incremental Term Loans to be made as part of the
		Term Facility Increase to the Lenders from which it has received such written
		commitments. The Administrative Agent may receive commitments from existing
		Lenders or their Affiliates or Related Funds and Eligible Assignees (other than
		any Affiliate of the Company) in connection with such Term Facility Increase.
		Each Term Facility Increase shall become effective on a date agreed by the
		Company and the Administrative Agent (each a “Term
		Facility Increase Date”),
		which shall be in any case on or after the date of satisfaction of the
		conditions precedent set forth in Section
		9.2. The
		Administrative Agent shall notify the Lenders and the Company, on or before
		1:00 P.M. (New York City time) on the Business Day following the Term Facility
		Increase Date of the effectiveness of the Term Facility Increase on the Term
		Facility Increase Date and shall record in the Register all applicable
		additional information in respect of such Term Facility Increase.

	  

	 (b)  The
		Incremental Term Loans (i) shall rank pari
		passu in
		right of payment with the Term Loans and all other Incremental Term Loans, (ii)
		shall not have a final maturity earlier than the Term Loan Maturity Date or
		later than the date that is six months after the Term Loan Maturity Date (but
		may have amortization up to 1% of the principal amount thereof each year prior
		to such date), (iii) if the pricing with respect to such Incremental Term Loans
		(including fees, interest and original issue discount) exceeds the Applicable
		Margin for the Term Loans by more than 0.50%, then the Applicable Margin for
		the Term Loans will be increased to an amount equal to such pricing minus
		0.50%, and (iv) except for any differences permitted hereby, the Incremental
		Term Loans shall have the same terms and conditions as the Term Loans (it being
		understood that Incremental Term Loans may be made as part of the existing
		tranche of Term Loans).

	  

	 
		ARTICLE
		  III  
 

	  

	 [Intentionally
		Omitted.]

	  

	 
		ARTICLE
		  IV  
 

	  

	 [Intentionally
		Omitted.]

	  

	 
		ARTICLE
		  V  
 

	  

	 [Intentionally
		Omitted.]

	  

	 
		ARTICLE
		  VI  
 

	  

	 [Intentionally
		Omitted.]

	  

	 
		
		   
		

		
		  36
		

		
		   
		


		

		
		

		

		ARTICLE
		  VII  
 

	 


	 PROVISIONS
		RELATING TO CERTAIN EXTENSIONS OF CREDIT; FEES AND
		PAYMENT

	  

	 Section
		7.1  [Intentionally
		Omitted.]

	  

	 Section
		7.2  Optional
		Prepayments. The
		Company may, subject to Section
		7.11, at any
		time and from time to time, prepay any Term Loans borrowed by it which are then
		outstanding, in whole or in part, without premium or penalty (subject to the
		proviso hereto), upon at least three Working Days’ irrevocable notice to
		the Administrative Agent, in the case of Eurodollar Loans, and one Business
		Day’s irrevocable notice to the Administrative Agent, in the case of
		Alternate Base Rate Loans, specifying (i) the date and amount of such
		prepayment, (ii) the principal amount to be prepaid and (iii) whether the
		prepayment is of Eurodollar Loans or Alternate Base Rate Loans or a combination
		thereof, and, if of a combination thereof, the amount of prepayment allocable
		to each (and, with respect to such Eurodollar Loans, each Tranche thereof),
		provided,
		however, that
		(A) any Term Loans prepaid pursuant to this Section
		7.2
		(including under clause
		(B) below)
		on or before the third anniversary of the Closing Date shall be accompanied by
		a premium in an amount equal to the Prepayment Fee, and (B) any prepayment of
		the Term Loans in whole upon a refinancing thereof (whether with proceeds of
		equity or indebtedness) shall be deemed to be an optional prepayment. Upon
		receipt of any such notice, the Administrative Agent will promptly notify each
		affected Lender thereof. If any such notice is given, the Company will make the
		prepayment specified therein, and such prepayment shall be due and payable on
		the date specified therein. Each partial prepayment pursuant to this
		Section
		7.2 shall
		be in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess
		thereof and shall comply with Section
		7.7(g). Any such
		optional prepayment of the Term Loans shall be applied in the direct order of
		maturity to the
		remaining installments thereof.

	  

	 Section
		7.3  Mandatory
		Prepayments.
		

	  

	 (a)  Unless
		the Required Lenders otherwise agree, the Term Loans owing to each Lender shall
		be repaid, without premium, within 100 days after the last day of each fiscal
		year of the Company by an amount equal to 50% of Excess Cash Flow for such
		fiscal year in accordance with the provisions of Section
		7.4.


	  

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

	  

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

	  

	 (ii)  unless
		the Required Lenders otherwise agree, the Term Loans shall be repaid in the
		manner set forth in Section
		7.4(a), by the
		amount equal to the portion of the aggregate amount of Net Proceeds (other than
		the Net Proceeds from Resale Transactions) received by the Company and its
		Subsidiaries from all Net Proceeds Events described in clause (b) of such
		definition; provided,
		however, that
		(x) no such prepayment of the Term Loans shall be required pursuant to this
		Section
		7.3(b)(ii) with
		respect to any sale, lease, transfer or other disposition of Term Loan
		Collateral during any

	 
		 
	 

	 
		37
	 

	 
		 
	 


	 

	 
	 

	 

	 
		twelve-month period ending on July 9 of each year to the extent that the
		aggregate amount of such Net Proceeds, together with all other Net Proceeds
		described in this Section
		7.3(b)(ii)
		received during such period from any sale, lease, transfer or other disposition
		of Term Loan Collateral, is less than $10,000,000 (or $25,000,000 for the
		twelve month period ending on July 9, 2007) or the Equivalent in any other
		currency thereof; provided,
		further, that
		in the event that the aggregate Net Proceeds described in this clause (x)
		received during such twelve-month period (the “Annual
		Net Proceeds”)
		is less than $10,000,000 (or $25,000,000 for the twelve month period ending
		July 9, 2007), the difference between $10,000,000 (or $25,000,000 for the
		twelve month period ending on July 9, 2007) and the Annual Net Proceeds may be
		added to the $10,000,000 permitted to be excluded from the prepayment of the
		Term Loans pursuant to this clause (x) applicable to any subsequent
		twelve-month period (up to a maximum excluded amount not to exceed $25,000,000
		in any such twelve-month period) and (y) for purposes of this Section
		7.3(b)(ii) only,
		the term “Net Proceeds” shall not include the Net Proceeds from any
		Specified Disposition to the extent that the aggregate amount of Net Proceeds
		from all Specified Dispositions since the date hereof does not exceed
		$25,000,000;

	  

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

	  

	 (c)  If the
		Company would incur costs pursuant to Section
		7.11 as a
		result of any payment due pursuant to this Section
		7.3, the
		Company may deposit the amount of such payment with the Administrative Agent,
		for the benefit of the Lenders, in a Cash Collateral Account under the control
		of the Administrative Agent, until the end of the applicable Interest Period at
		which time such payment shall be made (provided that such deposit does not
		violate any provision of any Indenture then in effect). The Company hereby
		grants to the Administrative Agent, for the benefit of such Lenders, a security
		interest in all amounts in which the Company has any right, title or interest
		which are from time to time on deposit in such Cash Collateral Account and
		expressly waives all rights (which rights the Company hereby acknowledges and
		agrees are vested exclusively in the Administrative Agent) to exercise dominion
		or control over any such amounts.

	  

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

	  

	 Section
		7.4  Application
		of Payments.
		(a)Any
		prepayment of the Term Loans pursuant to Section
		7.3(b)(i) shall
		be applied to the repayment of the Term Loans then outstanding. Any prepayment
		of the Term Loans pursuant to Section
		7.3(b)(ii) shall
		be applied, if in respect of the sale, lease, transfer or other disposition of
		Term Loan Collateral, to the repayment of the Term Loans to the extent required
		by Section
		7.3(b)(ii), and if
		in respect of the sale, lease, transfer or other disposition of Multi-Currency
		Collateral or any other assets to the repayment of the Multi-Currency Loans
		under, and to the extent required by, the Existing Credit
		Agreement.

	  

	 (b)  Any
		prepayment of the Term Loans required pursuant to Section
		7.3 shall
		be applied in the direct order of maturity to the
		remaining installments thereof.

	 
		 
	 

	 
		38
	 

	 
		 
	 


	 

	 
	 

	 

	  

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

	  

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

	  

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

	  

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

	  

	 Section
		7.6  [Intentionally
		Omitted.] 

	  

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


	  

	 (b)  Any
		Loans which are Eurodollar Loans may be continued as such upon the expiration
		of an Interest Period with respect thereto by giving the Administrative Agent
		at least three Working Days’ irrevocable notice for continuation thereof;
		provided,
		however, that
		no such Eurodollar Loan may be continued as such when any Event of Default has
		occurred and is continuing and the Administrative Agent or the Required
		Lenders, so elect by notice to the Company, and, instead, such Eurodollar Loans
		shall be automatically converted to an Alternate Base Rate Loan on the last day
		of the Interest Period for such Eurodollar Loans. The 

	 
		 
	 

	 
		39
	 

	 
		 
	 


	 

	 
	 

	 

	 Administrative
		Agent shall notify each affected Lender promptly that such automatic conversion
		shall occur. Each such notice by the Company shall be in substantially the form
		of the Notice of Conversion or Continuation.

	  

	 (c)  [Intentionally
		Omitted.]

	  

	 (d)  [Intentionally
		Omitted.]

	  

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

	  

	 (f)  [Intentionally
		Omitted.]

	  

	 (g)  Any
		borrowing or continuation of Eurodollar Loans, or conversion to or from
		Eurodollar Loans, or payments or prepayments of Eurodollar Loans, shall be in
		such amounts and be made pursuant to such elections so that, after giving
		effect thereto, (i) the aggregate principal amount of each Tranche of Loans
		which are Eurodollar Loans shall be $5,000,000 or a whole multiple (to the
		extent possible) of $1,000,000 in excess thereof, (ii) the aggregate principal
		amount of all Loans which are Alternate Base Rate Loans shall be $2,500,000 or
		a whole multiple (to the extent possible) of $500,000 in excess thereof and
		(iii) there shall not be more than 15 Tranches of Loans which are Eurodollar
		Loans at any one time outstanding.

	  

	 Section
		7.8  Inability
		to Determine Interest Rate.
		(a) In the
		event that the Administrative Agent shall have determined (which determination,
		in the absence of manifest error, shall be conclusive and binding upon the
		Company) that by reason of circumstances affecting the relevant interbank
		eurocurrency market, adequate and reasonable means do not exist for
		ascertaining the Eurodollar Rate for any Interest Period with respect to (i)
		any proposed Loan that the Company has requested be made as Eurodollar Loans,
		(ii) a Eurodollar Loan that will result from the requested conversion of all or
		part of the Alternate Base Rate Loans into Eurodollar Loans or (iii) the
		continuation of a Eurodollar Loan as such for an additional Interest Period
		(any such Loan described in clauses
		(i),
		(ii)
		or
		(iii) of this
		Section
		7.8(a) being
		herein called an “Affected
		Loan”),
		the Administrative Agent shall forthwith give telecopy or telephonic notice of
		such determination, confirmed in writing, to the Company (with a copy to any
		affected Lenders) at least two Business Days prior to, as the case may be, the
		borrowing date for such Eurodollar Loan, the conversion date for such Alternate
		Base Rate Loan or the last day of the Interest Period applicable to such
		Eurodollar Loan. Unless the Company shall have notified the Administrative
		Agent promptly upon receipt of such telecopy or telephonic notice that it
		wishes to rescind or modify its request regarding such Affected Loans, then, as
		the case may be, any requested Eurodollar Loan shall be made as an Alternate
		Base Rate Loan, continued as an Alternate Base Rate Loan or converted into an
		Alternate Base Rate Loan. Until any such notice has been withdrawn by the
		Administrative Agent, no further Affected Loans shall be made. 

	  

	 (b)  In the
		event that the Required determine that the Eurodollar Rate determined or to be
		determined for such Interest Period will not accurately reflect the cost to
		them of making or maintaining any Term Loans that the Company has requested
		that they make or maintain as, or convert to, Eurodollar Loans, the
		Administrative Agent shall forthwith give telecopy or telephonic notice of such
		determination to the Company on or before the requested

	 
		 
	 

	 
		40
	 

	 
		 
	 


	 

	 
	 

	 

	 borrowing,
		conversion or continuation date for such Term Loans or the next succeeding
		Interest Period with respect thereto. Unless the Company shall have notified
		the Administrative Agent promptly after receipt of such telecopy or telephonic
		notice that it wishes to rescind or modify its borrowing request, then any such
		Eurodollar Loans shall be made as or converted to Alternate Base Rate
		Loans.

	  

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

	  

	 (b)  [Intentionally
		Omitted.]

	  

	 (c)  [Intentionally
		Omitted.]

	  

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

	  

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

	  

	 (i)  imposes
		upon such Lender any tax of any kind whatsoever with respect to this Agreement,
		its Notes or any Loan, or changes the basis of taxation of payments to such
		Lender of principal, commitment fee, interest or any other amount payable
		hereunder (except for (w) income and franchise taxes imposed on such Lender by
		the jurisdiction under the laws of which such Lender is organized or any
		political subdivision or taxing authority thereof or therein, or by the
		jurisdiction of the principal office of such Lender or any political
		subdivision or taxing authority thereof or therein or the office of such Lender
		from which it is making its Loans or any political subdivision or taxing
		authority thereof or therein, (x) any branch profits taxes imposed by the
		United States of America or any similar tax imposed by any other jurisdiction
		described in clause
		(w) above,
		(y) taxes resulting from the substitution of any such system by another system
		of taxation, provided,
		however, that
		the taxes payable by such Lender subject to such other system of taxation are
		not generally charged to borrowers from such Lender having loans or advances
		bearing interest at a rate similar to the Eurodollar Rate and (z) Non-Excluded
		Taxes, Other Taxes, and taxes imposed by way of deduction or withholding, which
		shall be exclusively governed by Section
		7.12);


	 
		 
	 

	 
		41
	 

	 
		 
	 


	 

	 
	 

	 

	  

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

	  

	 (iii)  imposes
		on such Lender any other condition;

	  

	 and the
		result of any of the foregoing is to increase the cost to such Lender of
		making, renewing, maintaining or participating in advances or extensions of
		credit or to reduce any amount receivable by it in respect of its Eurodollar
		Loans, then, in any such case, the Company shall promptly pay such Lender any
		additional amounts necessary to compensate such Lender for such additional cost
		or reduced amount receivable as reasonably determined by it with respect to
		this Agreement, its Notes or its Loans after taking into account any amounts
		paid or payable pursuant to Section
		7.12(a). If a
		Lender becomes entitled to claim any additional amounts pursuant to this
		Section
		7.10(a), it
		shall promptly notify the Company, through the Administrative Agent, of the
		event by reason of which it has become so entitled. A certificate as to any
		additional amounts payable pursuant to the foregoing sentence submitted by an
		officer of a Lender, through the Administrative Agent, to the Company shall be
		conclusive, in the absence of manifest error.

	  

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

	  

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

	  

	 Section
		7.11  Indemnity. The
		Company agrees to promptly pay and indemnify each Lender for, and to hold such
		Lender harmless from, any loss or expense which such Lender may sustain or
		incur in its reemployment of funds obtained in connection with the making or
		maintaining of, or converting to, Eurodollar Loans as a consequence of (a) any
		default by the Company in borrowing such Eurodollar Loans after the Company has
		given a notice in respect thereof or (b) any default by the Company in
		converting Alternate Base Rate Loans to Eurodollar Loans after the Company has
		given a notice in respect thereof or (c) any failure by the Company to prepay
		Eurodollar Loans after the Company has given notice in respect thereof or (d)
		any payment, prepayment (whether optional or mandatory) or conversion (whether
		optional or mandatory) of any Eurodollar Loan by the Company on a day which is
		not the last day of an Interest Period with respect thereto. A certificate as
		to any additional amounts payable pursuant to this
		Section 7.11
		submitted by an officer of a Lender, through the Administrative Agent, to the
		Company shall be conclusive, absent manifest error. The agreements in this
		Section
		7.11 shall
		

	 
		 
	 

	 
		42
	 

	 
		 
	 


	 

	 
	 

	 

	 survive
		termination of this Agreement and payment of the Loans, the Notes and all other
		amounts payable hereunder.

	  

	 Section
		7.12  Taxes.
		(a) All
		payments made by the Company under this Agreement shall be made free and clear
		of, and without reduction for or on account of, any present or future income,
		stamp or other taxes, levies, imposts, duties, charges, fees, deductions or
		withholdings, now or hereafter imposed, levied, collected, withheld or assessed
		by any Governmental Authority, excluding, in the case of the Administrative
		Agent, the Collateral Agent and each Lender, (i) income and franchise taxes
		imposed on the Administrative Agent, the Collateral Agent or such Lender by the
		jurisdiction under the laws of which it is organized or any political
		subdivision or taxing authority thereof or therein, or by the jurisdiction of
		the principal office of the Administrative Agent, the Collateral Agent or such
		Lender or the office of such Lender from which it is making its Loans or any
		political subdivision or taxing authority thereof or therein, and (ii) any
		branch profits taxes imposed by the United States of America or any similar tax
		imposed by any other jurisdiction described in clause
		(i) above
		(all such non-excluded Taxes being called “Non-Excluded
		Taxes”).
		If any Non-Excluded Taxes are required to be withheld from any amounts payable
		to the Administrative Agent, the Collateral Agent, or any Lender hereunder,
		under the Notes or in respect of any Loan, the amounts so payable to it shall
		(without any obligation on the part of the Company to pay such amounts ratably
		in accordance with the provisions of
		Section 7.5) be
		increased to the extent necessary to yield to the Administrative Agent, the
		Collateral Agent or such Lender (after payment of all Non-Excluded Taxes)
		interest or any such other amounts payable hereunder at the rates or in the
		amounts specified in this Agreement and the Notes. Whenever any Non-Excluded
		Taxes or Other Taxes are payable by the Company, as promptly as possible
		thereafter, the Company shall send to the Administrative Agent, for its own
		account or for the account of the Collateral Agent, or such Lender, as the case
		may be, a certified copy of an original official receipt showing payment
		thereof. If the Company fails to pay any Non-Excluded Taxes or Other Taxes when
		due to the appropriate taxing authority or fails to remit to the Administrative
		Agent the required receipts or other required documentary evidence, the Company
		shall indemnify the Administrative Agent, the Collateral Agent and the Lenders
		for any incremental taxes, interest or penalties that may become payable by the
		Administrative Agent, the Collateral Agent or any Lender as a result of any
		such failure. 

	  

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


	  

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

	  

	 (i)  (1)
		prior to
		the Closing Date (or, in the case of a Transferee, prior to the date it becomes
		a Transferee), deliver to the Company and the Administrative Agent two duly
		completed copies of United States Internal Revenue Service Form W-8BEN or
		W-8ECI, or successor applicable form, as the case may be, certifying in each
		case that

	 
		 
	 

	 
		43
	 

	 
		 
	 


	 

	 
	 

	 

	 such
		Lender or Transferee is entitled to receive all payments under this Agreement
		and the Notes, without deduction or withholding of any United States federal
		income taxes;

	  

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

	  

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

	  

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


	  

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

	 
		 
	 

	 
		44
	 

	 
		 
	 


	 

	 
	 

	 

	 proving
		to have been incorrect, false or misleading in any material respect when so
		made or deemed to be made.

	  

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

	  

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

	  

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

	  

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

	  

	 Section
		7.13  [Intentionally
		Omitted.] 

	  

	 Section
		7.14  Computation
		of Interest and Fees.
		(a)
		Interest in respect of the Alternate Base Rate Loans bearing interest at a rate
		based upon clause
		(a) of the
		definition of “Alternate
		Base Rate”
		shall be calculated on the basis of a 365 or 366-day year, as the case may be,
		for the actual days elapsed. Interest in respect of the Alternate Base Rate
		Loans bearing interest at a rate based upon the Federal Funds Effective Rate
		and the Eurodollar Loans shall be calculated on the basis of a 360-day year for
		the actual days elapsed. The Administrative Agent will, as soon as practicable,
		notify the Company and the Lenders of each determination of a Eurodollar Rate
		and of any change in the Alternate Base Rate and the effective date thereof.
		Any change in the interest rate on an Alternate Base Rate Loan resulting from a
		change in the

	 
		 
	 

	 
		45
	 

	 
		 
	 


	 

	 
	 

	 

	 Alternate
		Base Rate shall become effective as of the opening of business on the day on
		which such change shall become effective. 

	  

	 (b)  Except
		as set forth in Section
		7.8, each
		determination of an interest rate by the Administrative Agent pursuant to any
		provision of this Agreement shall be conclusive and binding on the Company and
		the Lenders, in the absence of manifest error.

	  

	 Section
		7.15  Pro
		Rata Treatment and Payments.
		

	  

	 (a)  All
		payments (including prepayments) to be made by the Company on account of
		principal, interest and fees shall be made without set-off or counterclaim and
		shall be made to the Administrative Agent for the account of the Lenders at the
		office of the Administrative Agent specified in Section
		14.2, or at
		such other location as the Administrative Agent may direct, on or prior to 1:00
		P.M., New York City time, in lawful money of the United States of America and
		in immediately available funds. The Administrative Agent shall distribute such
		payments in accordance with the provisions of Section
		7.15(d)
		promptly upon receipt in like funds as received.

	  

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

	  

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

	  

	 (d)  Unless a
		Notice of Actionable Default has been delivered pursuant to the Intercreditor
		Agreement, except as otherwise expressly set forth herein, all payments and any
		other amounts received by the Administrative Agent from or for the benefit of
		the Company shall be applied as follows: first, to pay
		principal of, and interest on, any portion of the Loans the

	 
		 
	 

	 
		46
	 

	 
		 
	 


	 

	 
	 

	 

	 Administrative
		Agent may have advanced pursuant to the express provisions of this Agreement on
		behalf of any Lender, for which the Administrative Agent has not then been
		reimbursed by such Lender or the Loan Parties; second, to pay
		fees and expenses of the Agents then due and payable; third, all
		other Payment Obligations then due and payable; and fourth, as the
		Company so designates. All such payments shall be allocated ratably among such
		of the Agents and the Lenders as are entitled thereto.

	  

	 (e)  The
		Company hereby irrevocably waives the right to direct the application of any
		and all payments in respect of the Payment Obligations (including all funds
		deposited in the Cash Concentration Account, any other Approved Deposit Account
		or any Cash Collateral Account) after the occurrence and during the continuance
		of an Event of Default and agrees that, notwithstanding the provisions of
		Section
		7.3,
		Section
		7.4 or
		Section
		7.15(d), after
		the delivery of a Notice of Actionable Default and prior to the withdrawal of
		all Notices of Actionable Default then pending pursuant to the Intercreditor
		Agreement, (i) all payments made to or received by any Agent or Lender
		constituting proceeds of Collateral shall be applied pursuant to the
		Intercreditor Agreement and (ii) all other payments made to or received by any
		Agent or Lender shall be applied in the following order:
		

	  

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

	  

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

	  

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

	  

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


	  

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

	  

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

	  

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

	  

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

	  

	 (ix)  ninth, as
		directed by the Company;

	  

	 provided,
		however, that
		if sufficient funds are not available to fund all payments to be made in
		respect of any of the Payment Obligations set forth in any of clauses
		first through
		eighth
		above,
		the available funds being applied with respect to any such Payment Obligation
		(unless otherwise specified in such clause) shall be allocated to the payment
		of such Payment Obligations ratably, based on the proportion of each
		Agent’s and each Lender’s interest in the aggregate outstanding
		Payment Obligations described in such clauses. The order of payment application
		set forth in clauses
		(i) through
		(viii) above
		may be amended at any time and from time to time by the

	 
		 
	 

	 
		47
	 

	 
		 
	 


	 

	 
	 

	 

	 

	 
		Required Lenders without any notice to or
		consent of or approval by any Loan Party or any other Person that is not a
		party to this Agreement; provided,
		however, that any such amendment adversely affecting any Agent
		shall also require the prior written consent of such Agent.
	 

	 
		ARTICLE VIII
	 

	 
		REPRESENTATIONS AND WARRANTIES

	 

	 
		In order to induce the Lenders, the
		Administrative Agent and the Collateral Agent to enter into this Agreement and
		to make the Loans hereunder, the Company hereby represents and warrants to each
		of them that:
	 

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

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

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

	 
		(c)     This Agreement
		has been, and the other Loan Documents to which it is a party will be, executed
		and delivered by a duly authorized officer of each Loan Party. This Agreement
		constitutes, and the other Loan Documents to which it is a party, when executed
		and delivered by it and the other parties thereto, will constitute, the legal,
		valid and binding obligations of each Loan Party, enforceable against it in
		accordance with their respective terms
	 

	 
		 
	 


	 
		48
	 

	 
		 
	 

	 

	 
	 

	 

	 
		except as enforceability may be limited by
		bankruptcy, insolvency, moratorium, reorganization or other similar laws
		affecting creditors’ rights generally and except as enforceability may be
		limited by general principles of equity.
	 

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

	 
		Section 8.4    No
		Material Litigation. No litigation,
		investigation or administrative proceeding of or before any court, arbitrator
		or Governmental Authority is presently pending or, to the knowledge of any Loan
		Party, threatened against it, any of the other Loan Parties, or any of its or
		their properties or assets, (a) with respect to this Agreement, any other Loan
		Document or any of the transactions contemplated hereby or thereby, (b) with
		respect to the validity or enforceability of the obligations of the Company or
		any Loan Party under this Agreement and the other Loan Documents to which it is
		a party or (c) which would be reasonably likely to have a Material Adverse
		Effect, except (in the case of this clause (c) only)
		for any litigation, investigation or administrative proceeding which has been
		disclosed in any of the Company’s or Revlon’s public filings with the
		Securities and Exchange Commission including its Form 10-K for the fiscal year
		ended December 31, 2005 and its reports on Form 10-Q for the fiscal quarter
		ended September 30, 2006 or which arises out of the same facts and
		circumstances, and alleges substantially the same complaints and damages, as
		any litigation, investigation or proceeding so disclosed and in which there has
		been no material adverse change since the date of such disclosure.
	 

	 
		Section 8.5    No
		Default. Neither the Company nor
		any of its Subsidiaries is in default in any material respect in the payment or
		performance of any material obligations or in the performance of any
		Contractual Obligation to which it is a party or by which it or any of its
		material properties or assets may be bound, and no Default hereunder has
		occurred and is continuing. Neither the Company nor any of its Subsidiaries is
		in default under any material order, award or decree of any court, arbitrator
		or Governmental Authority binding upon or affecting it or by which any of its
		material properties or assets is bound or affected, and no such order, award or
		decree would be reasonably likely to have a Material Adverse Effect.
	 

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

	 
		Section
		8.7    Taxes.
		(a) The Company and each of its Subsidiaries and, to the best knowledge of the
		Company, any other member (as such term is defined in Treasury Regulations
		§1.1502-1(b), or any similar provision of state, local or foreign law) of
		the consolidated, combined or unitary group (if any) of which the Company is or
		was a member, has timely filed or caused to be timely filed all material tax
		returns (including, without limitation, information returns) which are required
		to be filed, and have paid all material taxes (whether or 
	 

	 
		 
	 


	 
		49
	 

	 
		 
	 

	 

	 
	 

	 

	 
		not shown to be due and payable on such
		returns) or on any assessments made against them (other than those being
		contested in good faith by appropriate proceedings for which adequate reserves
		(in accordance with GAAP) have been provided on the books of the Company or
		such Subsidiary, or other member of the consolidated, combined or unitary
		group, as the case may be), and no tax Liens which violate Section 11.3(a)
		have been filed. As of the date hereof, the period within which United States
		federal income taxes may be assessed against the Company and each of its
		Subsidiaries has expired without further extension or waiver for all taxable
		years ending on or before December 31, 2002.
	 

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

	 
		Section
		8.8    ERISA.
		No Reportable Event has occurred during the immediately preceding six-year
		period with respect to any Plan that resulted or would be reasonably likely to
		result in any unpaid liability that would be reasonably likely to have a
		Material Adverse Effect, and each Plan (other than any Multiemployer Plan or
		any multiemployer health or welfare plan) has complied and has been
		administered in compliance with applicable provisions of ERISA and the Code
		except for such non-compliance that would not be reasonably likely to have a
		Material Adverse Effect. The amount by which (a) the present value of all
		accrued benefits under each Single Employer Plan maintained by the Company or
		any Commonly Controlled Entity (based on then current assumptions used to fund
		such Plan, except that the liability discount rate shall instead be the
		reasonable expected long term rate of return on plan assets used in the
		Company’s annual audited financial statements), as of the last annual
		valuation date applicable thereto (except with regard to the long term rate of
		return on plan assets, such rate used in the Company’s annual audited
		financial statements for the Company’s last fiscal year ending on or
		before such valuation date), exceeds (b) the value of the assets of each such
		Plan allocable to such benefits, in the aggregate for all such Plans as to
		which such present value of accrued benefits exceeds the value of its assets
		(the “Unfunded Pension Amount”), when aggregated with the Potential
		Withdrawal Liability (as hereinafter defined), is less than $70,000,000.
		Neither the Company nor any Commonly Controlled Entity has during the
		immediately preceding six-year period had a complete or partial withdrawal from
		any Multiemployer Plan that resulted or would be reasonably likely to result in
		any unpaid withdrawal liability under Section 4201 of ERISA that would be
		reasonably likely to have a Material Adverse Effect. The “Potential
		Withdrawal Liability” shall mean the withdrawal liability under Section
		4201 of ERISA to which the Company or any Commonly Controlled Entity would
		become subject under ERISA if the Company or any Commonly Controlled Entity
		were to withdraw completely from all Multiemployer Plans as of the most recent
		valuation date applicable thereto. Neither the Company nor any Commonly
		Controlled Entity has received notice that any Multiemployer Plan is in
		Reorganization or Insolvent where such Reorganization or Insolvency has
		resulted, or would be reasonably likely to result in an unpaid liability that
		would be reasonably likely to have a Material Adverse Effect nor, to the best
		knowledge of the Company, is any such Reorganization or Insolvency reasonably
		likely to occur.
	 

	 
		Section
		8.9    Financial Condition. The audited consolidated balance sheets of the Company
		and its Subsidiaries as at December 31, 2003, December 31, 2004 and December
		31, 2005 and the related audited consolidated statements of operations and
		stockholders’ equity and cash flows for the fiscal years ended on such
		dates and the notes thereto present fairly the consolidated financial condition
		of the Company and its Subsidiaries as of such dates, and the consolidated
		results of their operations and cash flows for the fiscal years then ended. The
		unaudited consolidated condensed balance sheet of the Company and its
		Subsidiaries as at 
	 

	 
		 
	 


	 
		50
	 

	 
		 
	 

	 

	 
	 

	 

	 
		September 30, 2006 and the related unaudited
		consolidated condensed statements of operations and stockholders’ equity
		and cash flows for the period ended on such date and the notes thereto present
		fairly the consolidated financial condition of the Company and its Subsidiaries
		as of such date, and the consolidated results of their operations and cash
		flows for the period then ended (subject to normal year-end audit adjustments
		and the absence of footnotes). All such financial statements, have been
		prepared in accordance with GAAP (subject, in the case of the interim financial
		statements, to normal year-end audit adjustments and the absence of footnotes)
		applied consistently throughout the periods presented except as disclosed in
		such financial statements and the notes thereto. Neither the Company nor any of
		its Subsidiaries has any material Contingent Obligation or any material
		obligation, liability or commitment, direct or contingent (including, without
		limitation, any liability for taxes or any material forward or long-term
		commitment), which is not (A) reflected in the foregoing statements and the
		notes thereto or (B) permitted to be incurred under this Agreement.
	 

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

	 
		Section
		8.11    Federal Regulations. Neither the Company nor any of its Subsidiaries is
		engaged or will engage, principally or as one of its important activities, in
		the business of extending credit for the purpose of “purchasing” or “carrying”
		any “margin stock” within the respective meanings of each of the
		quoted terms under Regulation U of the Board of Governors of the Federal
		Reserve System. No part of the proceeds of the Loans or other extensions of
		credit hereunder will be used for any purpose which violates the provisions of
		Regulation U or X of such Board of Governors. In the event that any part of the
		proceeds of the extensions of credit hereunder are used to
		“purchase” or “carry” any
		such “margin stock,” the Company will (and will cause its Subsidiaries
		to) provide such documents and information (including, without limitation, duly
		completed and executed originals of Federal Reserve Form G-3 or U-1) to the
		Administrative Agent and the Lenders as the Administrative Agent reasonably may
		request in order to evidence that the representations and warranties contained
		in this Section 8.11 remain true and correct in all material
		respects.
	 

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

	 
		Section
		8.13    Company Information; Matters Relating to
		Subsidiaries. 
	 

	 
		(a)     Schedule 8.13(a) sets forth as of the Closing Date the name, address of
		principal place of business and taxpayer identification number of the
		Company.
	 

	 
		 
	 


	 
		51
	 

	 
		 
	 

	 

	 
	 

	 

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

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

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

	 
		(b)    The Company is in
		compliance with all material Requirements of Law applicable to it with respect
		to capitalization and, to the knowledge of the Company, has sufficient capital
		with which to conduct its business in accordance with past practice.
	 

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

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

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

	 
		(iii)     none of the
		Company or any Subsidiary of the Company has received, or is aware of, any
		existing or contemplated notice of violation or potential liability by any
		
	 

	 
		 
	 


	 
		52
	 

	 
		 
	 

	 

	 
	 

	 

	 
		regulatory agency or Person regarding
		environmental control matters or permit compliance with regard to the Mortgaged
		Properties;
	 

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

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

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

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

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

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

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

	 
		Section
		8.18    Disclosure. No information, schedule, exhibit or report or other
		document furnished by the Company, its Subsidiaries or Affiliates to any Agent
		or any Lender in connection with the negotiation of this Agreement and the
		Security Documents or pursuant to the terms of this Agreement and the Security
		Documents, as such information, schedule, exhibit or report or other document
		has been amended, supplemented or superseded by any other information,
		schedule, exhibit or report or other document later delivered to the same
		parties 
	 

	 
		 
	 


	 
		53
	 

	 
		 
	 

	 

	 
	 

	 

	 
		receiving such information, schedule,
		exhibit or report or other document, contained any material misstatement of
		fact or omitted to state a material fact or any fact necessary to make the
		statements contained therein, in light of the circumstances when made, not
		materially misleading.
	 

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

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

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

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

	 
		ARTICLE II
	 

	 
		CONDITIONS PRECEDENT
	 

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

	 
		(a)     Execution of Agreement. This Agreement shall have become binding upon the
		parties hereto in accordance with Section 14.12.
	 

	 
		(b)     Notes. The
		Administrative Agent shall have received for the account of each Lender which
		has so requested, a Term Loan Note conforming to the requirements hereof and
		executed and delivered by a duly authorized officer of the Company.
	 

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

	 
		 
	 


	 
		54
	 

	 
		 
	 

	 

	 
	 

	 

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

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

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

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

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

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

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

	 
		(g)     Incumbency Certificates. The Administrative Agent shall have received a
		certificate of the Secretary or an Assistant Secretary (or analogous officer)
		of the Company and 
	 

	 
		 
	 


	 
		55
	 

	 
		 
	 

	 

	 
	 

	 

	 
		each Loan Party dated the Closing Date, as
		to the incumbency and signature of the officers of the Company and such Loan
		Party executing each of this Agreement, the Notes and each other Loan Document
		to which the Company and such Loan Party is a party, and any certificate or
		other documents to be delivered by it pursuant thereto, together with evidence
		of the incumbency of such Secretary or Assistant Secretary as the case may
		be.
	 

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

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

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

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

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

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

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

	 
		(j)     Financial Models. The Administrative Agent shall have received
		consolidated financial models prepared by the Company’s management
		(including, without limitation, projections on a quarterly basis for the first
		twelve months after the Closing Date and an annual basis thereafter through the
		Company’s 2011 fiscal year) and pro
		forma financial statements relating to the Company and its
		Subsidiaries (which financial models and pro
		forma consolidated financial statements shall be in form and
		substance reasonably satisfactory to the Administrative Agent), certified by a
		Responsible Officer of the Company as (i) being the financial models and
		pro forma financial
		statements referenced in Section
		8.17(a) and (ii) having been delivered
		to each Lender prior to the date of execution by such Lender of this
		Agreement.
	 

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

	 
		(l)     Compliance with Indentures. The making of the extensions of credit hereunder and
		the granting of the Liens under the Security Documents shall not violate any
		
	 

	 
		 
	 


	 
		56
	 

	 
		 
	 

	 

	 
	 

	 

	 
		provisions of the Indentures, and the
		Administrative Agent shall have received a certificate of a Responsible Officer
		of the Company (which certificate shall be in form and substance reasonably
		satisfactory to the Administrative Agent) certifying that the transactions
		contemplated hereby do not necessitate the sharing (on an equal and ratable
		basis or otherwise) of collateral security granted pursuant to the Security
		Documents with any trustee or holder of Indebtedness under the
		Indentures.
	 

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

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

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

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

	 
		(q)     Term Loans Outstanding under the Existing Credit
		Agreement. (i) All obligations
		(including interest and principal, fees and expenses) in respect of the term
		loans under the Existing Credit Agreement shall have been repaid in full, and
		(ii) the Effective Date (as defined in Amendment No. 4 to the Existing Credit
		Agreement) has occurred.
	 

	 
		(r)     Debt Rating Condition. The Term Loan Facility shall be rated by S&P and
		by Moody’s, both of which ratings shall remain in effect on the Closing
		Date.
	 

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

	 
		(t)     Representations and Warranties. Each of the representations and warranties made by
		each party to each Loan Document in or pursuant to this Agreement or any other
		Loan Document, or contained in any certificate or financial statement (other
		than estimates and projections which are (x) identified as such and (y)
		contained in any financial statement) furnished at any time under or in
		connection with this Agreement or any other Loan Document shall be true and
		correct in all material respects on and as of the Closing Date as if made on
		and as of such date (except to the extent that such representations and
		warranties relate to a particular date, in which case such representations and
		warranties shall be true and correct in all material respects on and as of such
		date), both before and after giving effect to the Loans, and the use of the
		proceeds thereof.
	 

	 
		 
	 


	 
		57
	 

	 
		 
	 

	 

	 
	 

	 

	 

	 (u)  No
		Default. No
		Event of Default and no Default shall have occurred and be continuing on the
		Closing Date, before and after giving effect to the Loans requested to be made
		on such date.

	  

	 (v)  The
		Administrative Agent shall have received reasonably satisfactory evidence that
		the Parent shall have commenced an equity offering of its Class A Common Stock
		with intended gross cash proceeds of at least $100,000,000, such as by mailing
		a prospectus supplement if such equity offering is conducted pursuant to a
		rights offering.

	  

	 Section
		9.2  Conditions
		to Each Term Facility Increase. Each
		Term Facility Increase shall not become effective prior to the satisfaction of
		all of the following conditions precedent:

	  

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

	  

	 (i)  written
		commitments duly executed by existing Lenders (or their Affiliates or Related
		Funds) or Eligible Assignees in an aggregate amount equal to the amount of the
		proposed Term Facility Increase (as agreed between the Company and the
		Administrative Agent but in any case not to exceed, in the aggregate for all
		such Term Facility Increases, the maximum amount set forth in Section
		2.6(a) and, in
		the case of each such Eligible Assignee or Affiliate or Related Fund that is
		not an existing Lender, an assumption agreement in form and substance
		satisfactory to the Administrative Agent and duly executed by the Company, the
		Administrative Agent and such Affiliate, Related Fund or Eligible
		Assignee;

	  

	 (ii)  an
		amendment to this Agreement (including to Schedule
		II),
		effective as of the Term Facility Increase Date and executed by the Company and
		the Administrative Agent, to the extent necessary to implement terms and
		conditions of the Term Facility Increase as agreed by the Company and the
		Administrative Agent;

	  

	 (iii)  certified
		copies of resolutions of the Board of Directors of the Company and each
		Guarantor approving the consummation of such Term Facility Increase and the
		execution, delivery and performance of the corresponding amendments to this
		Agreement and the other documents to be executed in connection
		therewith;

	  

	 (iv)  a
		favorable opinion of counsel for the Company and each Guarantor, addressed to
		the Administrative Agent and the Lenders and in form and substance and from
		counsel reasonably satisfactory to the Administrative Agent; and 

	  

	 (v)  such
		other documents as the Administrative Agent may reasonably request or as any
		Lender participating in such Term Facility Increase may require as a condition
		to its commitment in such Term Facility Increase.

	  

	 (b)  Fee
		and Expenses Paid. There
		shall have been paid to the Administrative Agent, for the account of the
		Administrative Agent and the Lenders participating in such Term Facility
		Increase on such Term Facility Increase Date, as applicable, all fees and
		expenses (including reasonable fees and expenses of counsel) due and payable on
		or before the Term Facility Increase Date.

	 
		 
	 

	 
		58
	 

	 
		 
	 


	 

	 
	 

	 

	 (c)  Other
		Conditions. (i)
		The conditions precedent set forth in Section
		9.1(t) and (u)
		shall
		have been satisfied both before and after giving effect to such Term Facility
		Increase and (ii) such Term Facility Increase shall be made on the terms and
		conditions set forth in Sections
		2.6.


	  

	 
		ARTICLE
		  X  
 

	 AFFIRMATIVE
		COVENANTS

	  

	 The
		Company hereby agrees that, until the Payment Obligations have been Fully
		Satisfied:

	  

	 Section
		10.1  Financial
		Statements. The
		Company will furnish to each Lender, through the Administrative
		Agent:

	  

	 (a)  as soon
		as available, but in any event within 90 days after the end of each fiscal year
		of the Company, a copy of the consolidated balance sheet of the Company and its
		Subsidiaries as at the end of such fiscal year and the related consolidated
		statements of operations and stockholders’ equity and cash flows for such
		year, setting forth in each case in comparative form (to the extent that such
		information has not previously been provided to the Lenders in form
		substantially similar to that required pursuant to this Section
		10.1(a)) the
		figures for the previous year, certified without a “going
		concern”
		or like qualification or exception, or qualification arising out of the scope
		of the audit, by KPMG LLP or other independent certified public accountants of
		nationally recognized standing reasonably acceptable to the Administrative
		Agent;

	  

	 (b)  as soon
		as available, but in any event within 90 days after the end of each fiscal year
		of the Company, a copy of (i) the annual business plan of the Company and its
		Subsidiaries for the next succeeding fiscal year, including model quarterly
		balance sheets and statements of operations and of cash flow, (ii) a two-year
		model (including, without limitation, model annual balance sheets and
		statements of operations and of cash flow) for the Company and its Subsidiaries
		and (iii) a two-year model (including, without limitation, model annual balance
		sheets and statements of operations and of cash flow) for Revlon and its
		Subsidiaries, and all of the foregoing shall be in form and detail reasonably
		satisfactory to the Administrative Agent and shall be certified by a
		Responsible Officer of the Company; and

	  

	 (c)  as soon
		as available, but in any event within 45 days after the end of each of the
		first three fiscal quarters of each fiscal year of the Company, a copy of (i)
		the unaudited consolidated, condensed balance sheets of the Company and its
		Subsidiaries as at the end of each such quarter, (ii) the related unaudited
		consolidated, condensed statements of operations and of cash flows for the
		portion of the fiscal year through such date and (iii) the related unaudited
		consolidated, condensed statements of operations for such quarterly period,
		setting forth in each case in comparative form (to the extent that such
		information has not previously been provided to the Lenders in form
		substantially similar to that required pursuant to this Section
		10.1(c)) the
		figures for the corresponding fiscal period of the previous year (other than
		the balance sheets, which shall present such corresponding figures at the last
		day of the previous fiscal year), certified (subject to normal year-end audit
		adjustments) by a Responsible Officer of the Company; 


	 
		
		  all such
		  financial statements to be prepared in reasonable detail and (except as
		  approved by such accountants or Responsible Officer, as the case may be, and
		  disclosed therein) in accordance with
		

		
		   
		

		
		  59
		

		
		   
		


		

		
		

		
  
		
		   GAAP
		  applied consistently throughout the periods reflected therein (subject, in the
		  case of interim periods, to normal year-end adjustments and the absence of
		  notes).
		

	 

	 Section
		10.2  Certificates;
		Other Information. The
		Company will furnish to each Lender, through the Administrative
		Agent:

	  

	 (a)  concurrently
		with the delivery of its financial statements referred to in Section
		10.1(a), a
		certificate of the independent certified public accountants certifying such
		financial statements, to the extent available pursuant to the policies and
		procedures of such independent certified public accountants, stating that in
		making the examination necessary therefor, no knowledge was obtained of any
		Default or Event of Default with respect to Section
		11.1, except
		as specified in such certificate (which certificate may be limited by
		applicable accounting rules or guidelines);

	  

	 (b)  concurrently
		with the delivery of its financial statements referred to in Section
		10.1(a) and
		(c), a
		certificate of a Responsible Officer of the Company, substantially in the form
		of Exhibit
		M (Form of Compliance Certificate) and if
		such certificate demonstrates an Event of Default of the covenant contained in
		Section
		11.1, the
		Company may deliver together with such certificate, notice of its intent to
		cure (a “Notice
		of Intent to Cure”)
		such Event of Default pursuant to Section
		12.2;


	  

	 (c)  within
		five days after the same are sent, copies of all financial statements and
		reports which the Company or any of its Subsidiaries and any Parent of the
		Company sends to holders of its publicly traded debt or equity securities, and
		within five days after the same are filed, copies of all financial statements
		and reports (including copies of all registration statements, proxy statements
		and regular and periodic reports, if any) which any of such Persons may make
		to, or file with, the Securities and Exchange Commission or any successor
		thereto;

	  

	 (d)  within
		10 days following the last day of each fiscal quarter of the Company
		(commencing with the fiscal quarter ended December 31, 2006), a schedule
		listing (i) all Subsidiaries of the Company as of the last day of the fiscal
		quarter most recently ended, (ii) all Subsidiaries of the Company which have
		been acquired or created during the fiscal quarter then ended and (iii) all
		Persons which have ceased to be Subsidiaries of the Company during such prior
		fiscal quarter of the Company;

	  

	 (e)  at least
		10 days prior to the issuance thereof, a certificate of a Responsible Officer
		of the Company as to the issuance of any letter of credit permitted by
		Section
		11.2(m), which
		certificate shall include (i) the amount of such letter of credit (including,
		with respect to any such letter of credit that is denominated in a currency
		other than Dollars, the Equivalent in Dollars thereof), (ii) the stated expiry
		date thereof, (iii) the issuer thereof and (iv) the beneficiary
		thereof;

	  

	 (f)  promptly
		after the delivery of the same to the M&F Lender, any request for a
		borrowing of a M&F Loan; and

	  

	 (g)  promptly,
		such additional documents and financial and other information (including,
		without limitation, amendments to the Certificate of Incorporation and By-Laws
		of such Person) relating to REV Holdings and its Subsidiaries (or, at any time
		when REV Holdings ceases to have any significant Indebtedness, Revlon and its
		Subsidiaries) as any Agent, or any Lender acting through the Administrative
		Agent, may from time to time reasonably request.

	 
		 
	 

	 
		60
	 

	 
		 
	 


	 

	 
	 

	 

	 Section
		10.3  Payment
		of Obligations. The
		Company will, and will cause each of its Subsidiaries to, pay, discharge or
		otherwise satisfy at or (to the extent not otherwise prohibited hereunder)
		before maturity or before they become delinquent, as the case may be, all its
		Indebtedness and other material obligations of whatever nature, except when the
		amount or validity thereof is then being contested in good faith by appropriate
		proceedings and reserves with respect thereto to the extent, if any, required
		by GAAP have been provided on the books of the Company or such Subsidiary, as
		the case may be. Notwithstanding anything to the contrary in the foregoing
		sentence, the Company shall not be in default under this Section
		10.3 unless
		the aggregate amount of non-contested Indebtedness or obligations which it and
		its Subsidiaries have so failed to pay, discharge or satisfy before they become
		delinquent and which remain delinquent at the time of determination is more
		than $10,000,000 (or, with respect to any other currency, the Equivalent
		thereof) in the aggregate.

	  

	 Section
		10.4  Conduct
		of Business and Maintenance of Existence. Except
		as permitted by this Agreement, the Company will continue to engage in business
		of the same general type as now conducted by it; and, except as permitted by
		this Agreement, the Company will, and will cause each of its Subsidiaries to,
		preserve, renew and keep in full force and effect its corporate existence and
		take all reasonable action to maintain all rights, privileges and franchises
		necessary or desirable in the normal conduct of its business, except as
		otherwise permitted pursuant to Sections 11.5 and
		11.6, and
		comply with all Contractual Obligations and Requirements of Law except to the
		extent that all failures to comply therewith would not in the aggregate, be
		reasonably likely to have a Material Adverse Effect. The Company will not make
		any material change in its present method of conducting business. The Company
		will cause each of its Subsidiaries to engage primarily in no business other
		than the business of developing, manufacturing, distributing and/or selling
		(including marketing and advertising) beauty, skin care, fragrance, personal
		care and/or related products (or of holding properties incidental to such
		businesses).

	  

	 Section
		10.5  Maintenance
		of Property; Insurance. The
		Company will, and will cause each of its Subsidiaries to, (a) keep all property
		useful and necessary in its business in good working order and condition,
		except where the failure to do so would not, in the aggregate, be reasonably
		likely to have a Material Adverse Effect and (b) maintain with financially
		sound and reputable insurance companies insurance on such of its property and
		against such liabilities in at least such amounts and against at least such
		risks as are customarily insured against in the same general area by companies
		engaged in the same or a similar business and furnish to the Administrative
		Agent, upon written request, and to each Lender which makes a written request
		through the Administrative Agent, reasonable information as to the insurance
		carried.

	  

	 Section
		10.6  Inspection
		of Property; Books and Records; Discussions. The
		Company will, and will cause each of its Subsidiaries to, (a) keep proper books
		of accounts and records in which entries in conformity in all material respects
		with all Requirements of Law shall be made of all dealings and transactions in
		relation to its businesses and activities and which shall permit the
		preparation of financial statements in conformity with GAAP and (b) permit
		representatives of the Administrative Agent or the Collateral Agent to visit
		and inspect such of its properties during normal business hours as the
		Administrative Agent or Collateral Agent reasonably may request and (during
		such visit or inspection, or otherwise upon request by the Administrative Agent
		or Collateral Agent) examine and make abstracts from such of its books and
		records as it may reasonably request at any reasonable time and as often as may
		reasonably be desired, and to discuss the business, condition (financial or
		otherwise), performance, properties and prospects of the Company and its
		Subsidiaries with officers and employees of the Company and its Subsidiaries
		and with its then independent certified public accountants.

	 
		 
	 

	 
		61
	 

	 
		 
	 


	 

	 
	 

	 

	 Section
		10.7  Notices. The
		Company will promptly give notice to the Administrative Agent and each Lender,
		through the Administrative Agent:

	  

	 (a)  of the
		occurrence of any Default or Event of Default; provided,
		however, that
		with respect to any Default or Event of Default arising under Section
		12.1(q), the
		Company will give notice thereof to the Administrative Agent no later than the
		first Business Day after its becoming aware of the occurrence of any Default or
		Event of Default thereunder; 


	  

	 (b)  of any
		default or event of default by the Company or any of its Subsidiaries under any
		Contractual Obligation of the Company or any of its Subsidiaries or the
		institution of, or the occurrence of any material adverse change, in the status
		or likely result of, any litigation, investigation or proceeding which may
		exist at any time between the Company or any of its Subsidiaries and any
		Governmental Authority or any other Person which, in any of the foregoing
		cases, would be reasonably likely to have a Material Adverse
		Effect;

	  

	 (c)  of any
		default or event of default by Revlon or (to its actual knowledge) REV
		Holdings, Revlon Holdings, M&FH, M&F, M&FG or Mafco Guarantor Corp.
		under any agreements or other instruments governing Indebtedness of such Person
		involving an aggregate amount in excess of $5,000,000 (or, with respect to any
		other currency, the Equivalent thereof);

	  

	 (d)  of (i)
		any violation or noncompliance by the Company or any of its Subsidiaries or, to
		the best of its knowledge, any other Person of any Environmental Laws which
		would be reasonably likely to have a Material Adverse Effect or (ii) any
		liability or potential liability to the Company or any of its Subsidiaries or,
		to the best of its knowledge, to any other Person under, any Environmental Laws
		which would be reasonably likely to have a Material Adverse
		Effect;

	  

	 (e)  of any
		of the following events, as soon as possible, and in any event, within 30 days
		after the Company knows or has reason to know thereof:

	  

	 (i)  the
		occurrence or expected occurrence of any Reportable Event with respect to any
		Plan; or

	  

	 (ii)  the
		institution of proceedings or the taking or expected taking of any other action
		by PBGC or the Company or any Commonly Controlled Entity to terminate, withdraw
		or partially withdraw from any Plan and with respect to a Multiemployer Plan,
		the Reorganization or Insolvency of such Plan;

	  

	 if such
		Reportable Event, termination, withdrawal or partial withdrawal (and, in the
		case of any Multiemployer Plan, its Reorganization or Insolvency) would be
		reasonably likely to result in liability to the Company and the Guarantors, in
		the aggregate, in excess of $1,000,000;

	  

	 (f)  of a
		material adverse change in the business, condition (financial or otherwise),
		operations, performance, properties or prospects of the Company and its
		Subsidiaries taken as a whole, or of any event which would be reasonably likely
		to materially adversely affect the ability of the Company and its Subsidiaries
		taken as a whole to perform their obligations under the Loan Documents;
		and

	  

	 (g)  of the
		consummation of any transaction permitted by Section
		11.8(e), which
		notices shall, in any event, be given within five Business Days
		thereafter.

	 
		 
	 

	 
		62
	 

	 
		 
	 


	 

	 
	 

	 

	 Each
		notice pursuant to this Section
		10.7 shall
		be accompanied by a statement of a Responsible Officer of the Company setting
		forth details of the occurrence referred to therein and stating what action the
		Company proposes to take with respect thereto.

	  

	 Section
		10.8  Maintenance
		of Corporate Identity. The
		Company will operate its businesses, and will cause its Subsidiaries to operate
		their respective businesses, and maintain their records, independently from any
		Person (a “Parent”)
		which, directly or indirectly, is in control (as defined in Rule 12b-2 under
		the Securities Exchange Act of 1934, as amended) of the Company and
		independently from any Subsidiary of such Parent other than the Company and its
		Subsidiaries; and the Company will maintain bank accounts separate from the
		bank accounts of each Parent of the Company and act solely in its own corporate
		name and through its own authorized officers and agents.

	  

	 Section
		10.9  Environmental
		Laws. The
		Company will, and will cause each of its Subsidiaries to:

	  

	 (a)  Comply
		with and require compliance by all tenants and subtenants, if any, with all
		Environmental Laws and obtain and comply with and maintain, and require that
		all tenants and subtenants obtain and comply with and maintain, any and all
		licenses, approvals, registrations or permits required by Environmental Laws
		except to the extent that the failure to do so either individually or in the
		aggregate would not be reasonably likely to have a Material Adverse Effect;
		and

	  

	 (b)  Conduct
		and complete all investigations, studies, sampling and testing, and all
		remedial, removal and other actions required under Environmental Laws and
		promptly comply with all orders and directives of all Governmental Authorities
		respecting Environmental Laws, except (i) to the extent that the failure to
		perform any obligations contained in this clause
		(b) would
		not be reasonably likely to have a Material Adverse Effect or (ii) to the
		extent that such obligations are being contested in good faith by appropriate
		proceedings and provided that the pendency of any and all such proceedings
		would not be reasonably expected to have a Material Adverse Effect.


	  

	 Section
		10.10  Additional
		Guaranties. The
		Company will from time to time cause each Domestic Subsidiary thereof which has
		not previously done so to execute and deliver to the Administrative Agent duly
		executed supplements and amendments to the Guaranty, in each case, in form and
		substance satisfactory to the Administrative Agent. In the event that there
		shall be a change in law that eliminates the adverse tax consequences to the
		Company or any of its Subsidiaries that would have resulted on the date hereof
		(so that such consequences, if any, are immaterial) from the guaranty by any
		Foreign Subsidiary of the Payment Obligations, the Company will cause each of
		its Foreign Subsidiaries to execute and deliver to the Administrative Agent
		duly executed supplements and amendments to the Guaranty, in each case, in form
		and substance satisfactory to the Administrative Agent. Each such supplement or
		amendment shall be accompanied by such resolutions, incumbency certificates and
		legal opinions as are reasonably requested by the Administrative Agent and are
		in form and substance reasonably satisfactory to the Administrative
		Agent.

	  

	 Section
		10.11  Additional
		Stock Pledges.
		(a) The
		Company will, and will cause each of its Domestic Subsidiaries to, pledge to
		the Collateral Agent 100% of the issued and outstanding Stock and Stock
		Equivalents (other than directors’ qualifying shares) of each Domestic
		Subsidiary of the Company which has not previously been pledged hereunder. Such
		pledge shall be granted pursuant to duly executed joinders and amendments to
		the Pledge and 

	 
		 
	 

	 
		63
	 

	 
		 
	 


	 

	 
	 

	 

	  

	 
		Security
		Agreement and, if applicable, the other Security Documents, in each case in
		form and substance reasonably satisfactory to the Administrative Agent.
	 

	  

	 (b)  The
		Company will, and will cause each of the Subsidiary Guarantors to, pledge to
		the Collateral Agent 66% (rounded downward to eliminate any fraction of a
		share) of the issued and outstanding shares of each class of Stock and Stock
		Equivalents entitled to vote (within the meaning of Treasury Regulation Section
		1.956-2(c)(2)) (“Voting
		Stock”)
		and 100% of the issued and outstanding shares of each class of Stock and Stock
		Equivalents not entitled to vote (within the meaning of such regulation)
		(“Non-Voting
		Stock”)
		of each first-tier Foreign Subsidiary of the Company or such Subsidiary
		Guarantor which (in each case) is owned of record by the Company or such
		Subsidiary Guarantor and which has not previously been pledged hereunder;
		provided,
		however, that
		in no event shall the Company and the Subsidiary Guarantors pledge an aggregate
		amount of Voting Stock that exceeds 66% of the total outstanding Voting Stock
		(taken as a whole) of any first-tier Foreign Subsidiary of the Company or such
		Subsidiary Guarantor. Each such pledge shall be granted pursuant to duly
		executed joinders and amendments to the Pledge and Security Agreement and if
		applicable, the other Security Documents, in each case, as (x) the
		Administrative Agent deems necessary or advisable in order to effectively grant
		a valid, perfected and enforceable security interest in the Pledged Stock
		delivered thereto under the laws of the State of New York and, if such issuer
		of Pledged Stock is organized under the laws of the United Kingdom, Canada or
		Bermuda and, if requested by the Administrative Agent in its sole discretion
		exercised reasonably and in accordance with customary business practices for
		comparable financing transactions, such other jurisdiction in which the issuer
		of such Pledged Stock is organized to the extent such jurisdiction constitutes,
		directly or indirectly, one of the top five net revenue generating markets of
		the Company and its Subsidiaries and (y) is in form and substance reasonably
		satisfactory to the Administrative Agent. Notwithstanding the foregoing, unless
		either the Administrative Agent or the Required Lenders shall at any time
		otherwise reasonably request, no such pledge shall be required pursuant to this
		Section
		10.11(b) with
		respect to the Stock and Stock Equivalents of any first-tier Foreign Subsidiary
		listed on Schedule
		8.13(b) which
		is not pledged on the Closing Date or is acquired or formed after the date
		hereof and either (A) is listed on Schedule
		8.13(b) as
		being slated for liquidation, dissolution or merger or (B) does not have assets
		in excess of $5,000,000 (or, with respect to any other currency, the Equivalent
		thereof).

	  

	 (c)  Each
		joinder and amendment to the Pledge and Security Agreement and the other
		Security Documents required to be executed and delivered pursuant to this
		Section
		10.11 shall
		be promptly executed and delivered after the organization, acquisition or
		identification of any such Subsidiary Guarantor or first-tier Foreign
		Subsidiary and shall be accompanied by share certificates evidencing the
		Pledged Stock thereunder (to the extent that such Pledged Stock is
		certificated), together with an undated stock power for each such share
		certificate (duly executed in blank and delivered by a duly authorized officer
		of the pledgor of the Pledged Stock represented by such certificate). Each
		joinder and amendment to the Pledge and Security Agreement and the other
		Security Documents executed and delivered pursuant to this Section
		10.11 shall
		be accompanied by (i) in the case of the pledge of Stock or Stock Equivalents
		of any Foreign Subsidiary, evidence of the taking of all such other actions as
		may be necessary or appropriate for the perfection and first priority of such
		pledge, and (ii) in the case of any Subsidiary, such resolutions, incumbency
		certificates and legal opinions as are reasonably requested by the
		Administrative Agent and shall otherwise be in form and substance reasonably
		satisfactory to the Administrative Agent.

	 
		
		  (d)  In the
		  event that there shall be a change in law that eliminates the adverse tax
		  consequences to the Company or any of its Subsidiaries that would have resulted
		  on the date
		

	 

	 
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		 hereof
		(so that such consequences, if any, are immaterial) from the pledge of 66-2/3%
		or more of the Voting Stock of any Foreign Subsidiary, the Company will, and
		will cause each of its Subsidiaries to, (i) pledge such additional amount of
		shares of such Voting Stock (with respect to each Foreign Subsidiary the Voting
		Stock of which then is pledged hereunder) and (ii) notwithstanding the
		provisions of Section
		10.11(b), pledge
		the maximum amount of shares of such Voting Stock (with respect to each Foreign
		Subsidiary the Voting Stock of which is pledged thereafter), in each case which
		can be so pledged without the incurrence of adverse tax consequences and take
		or cause to be taken such further action as the Administrative Agent may
		reasonably request (including, without limitation, the delivery of legal
		opinions) in order to perfect its security interest in such stock.
	 

	 

	 Section
		10.12  Additional
		Collateral. The
		Company will cause each of its Subsidiary Guarantors which has not previously
		done so to execute and deliver to the Administrative Agent duly executed
		joinders and amendments to the Pledge and Security Agreement and, if
		applicable, the other Security Documents, in each case, in form and substance
		reasonably satisfactory to the Administrative Agent, and to take such other
		action as reasonably shall be necessary or as the Administrative Agent
		reasonably shall request to grant to the Collateral Agent a valid and
		enforceable first priority perfected security interest in all Collateral of
		such Subsidiary Guarantor (subject to any Liens permitted by Section
		11.3). Each
		such joinder and amendment shall be accompanied by such evidence of the taking
		of all actions as may be necessary or appropriate for the perfection and first
		priority of such security interest (including, without limitation, the filing
		of any necessary Uniform Commercial Code financing statements) and such
		resolutions, incumbency certificates and legal opinions as are reasonably
		requested by the Administrative Agent, all of which shall be in form and
		substance reasonably satisfactory to the Administrative Agent.


	  

	 Section
		10.13  Asset
		Transfers.
		(a) Each of
		the Company and the Subsidiary Guarantors will grant to the Collateral Agent a
		first priority, perfected security interest (subject to any Liens thereon which
		are permitted to encumber the relevant asset pursuant to Section
		11.3) in all
		properties and assets (whether tangible or intangible) of a type that
		constitutes Collateral under any Security Document to which the Company or any
		Subsidiary Guarantor is a party which are sold, transferred, conveyed or
		otherwise distributed to the Company or any such Subsidiary Guarantor
		(including, without limitation, by way of merger or consolidation) from any
		Subsidiary of the Company simultaneously with the effectiveness of such sale,
		transfer, conveyance or other distribution.

	  

	 (b)  The
		Company and each Subsidiary Guarantor will take such action from time to time
		as is necessary (or otherwise reasonably requested by the Administrative Agent)
		to ensure that the Collateral Agent at all times holds a perfected security
		interest in all Collateral under the Security Documents, except as otherwise
		permitted hereunder.

	 
		
		  Section
		  10.14  Intellectual
		  Property.
		  (a) The
		  Company will, and will cause each of the Subsidiary Guarantors to, take such
		  action as is necessary (or as otherwise is reasonably requested by the
		  Administrative Agent) in order to grant to the Collateral Agent a first
		  priority, perfected security interest in any copyright registration in which
		  the Company or any of the Subsidiary Guarantors may from time to time obtain
		  any interest. The
		  Company will submit, and will cause each Subsidiary Guarantor to submit, to the
		  Administrative Agent, by each January 31st and July 31st of each year following
		  the Closing Date, commencing January 31, 2007 (or, if the Administrative Agent
		  reasonably so requests in writing, more often; provided,
		  however, that,
		  except during such time as a Default or Event of Default has occurred and is
		  continuing, the Administrative Agent shall not so request more frequently than
		  monthly), a Copyright Security 
		

	 

	 
		 
	 

	 
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		Agreement
		(substantially in the form attached to the Pledge and Security Agreement or
		such other form reasonably acceptable to the Administrative Agent) confirming
		the security interest of the Collateral Agent in any Copyright acquired or with
		respect to which the Company or any Subsidiary Guarantor filed an application
		for copyright registration during the two prior calendar quarters, duly
		executed and in proper form for recordation in the United States Copyright
		Office.
	 

	  

	 (b)  The
		Company will, to the extent permitted by Title 15 of the United States Code,
		submit, and will cause each Subsidiary Guarantor to submit, to the United
		States Patent and Trademark Office for registration or recordation, as
		applicable: 

	  

	 (i)  a
		completed application for trademark registration, in such class or classes as
		is in conformity with its ordinary business practice then in effect, of each
		Trademark acquired or adopted and used or intended to be used by it, with
		respect to any mark which, in the Company’s reasonable judgment, is a
		Significant Trademark; provided,
		however, that
		within 30 days after receipt of notice from the Administrative Agent, the
		Company shall, or shall cause the applicable Subsidiary Guarantor to, submit to
		the United States Patent and Trademark Office for registration a completed
		application for trademark registration, in such class or classes as is in
		conformity with its ordinary business practice then in effect, of any Trademark
		acquired or adopted and used or intended to be used by it, with respect to any
		mark which the Required Lenders reasonably deem to be of such significance as
		to require the Company or such Subsidiary Guarantor to take such steps as may
		be necessary or desirable to grant to the Collateral Agent a perfected, first
		priority security interest in such Trademark to the extent that it has any
		ownership interest in such Trademark which is registerable by it under
		trademark or other applicable law; and

	  

	 (ii)  with
		respect to any interest acquired after the date hereof by the Company or any of
		its Subsidiaries in a Significant Trademark, any appropriate assignment to the
		Company or such Subsidiary Guarantor of the interest acquired by it in the
		United States in such Significant Trademark, including, without limitation, all
		previously unrecorded assignments to the Company’s or such Subsidiary
		Guarantor’s predecessors-in-interest of which the Company or any
		Subsidiary Guarantor is or becomes aware.

	 
		
		  The
		  Company will, and will cause each Subsidiary Guarantor to, use its respective
		  commercially reasonable best efforts to comply with all requirements of the
		  Lanham Act and the rules and regulations thereunder, as from time to time in
		  effect, or other applicable law necessary in order to validly register and
		  maintain the registration of any such Significant Trademark with the United
		  States Patent and Trademark Office, except as permitted pursuant to
		  Sections
		  10.4, 11.5
		  and
		  11.6 hereof.
		  The Company will submit, and will cause each Subsidiary Guarantor to submit, to
		  the Administrative Agent, by each January 31st and July 31st of each year
		  following the Closing Date, commencing January 31, 2007 (or, if the
		  Administrative Agent reasonably so requests in writing, more often;
		  provided,
		  however, that,
		  except during such time as a Default or Event of Default has occurred and is
		  continuing, the Administrative Agent shall not so request more frequently than
		  monthly), a Trademark Security Agreement (substantially in the form attached to
		  the Pledge and Security Agreement or such other form reasonably acceptable to
		  the Administrative Agent) confirming the security interest of the Collateral
		  Agent in any Trademark acquired or with respect to which the Company or any
		  Subsidiary Guarantor filed an application for trademark registration during the
		  two prior calendar quarters, duly executed and in proper form for recordation
		  in the United States Patent and Trademark Office.
		

	 

	 
		 
	 

	 
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	 (c)  The
		Company will, to the extent permitted by Title 35 of the United States Code,
		submit, and will cause each Subsidiary Guarantor to submit, to the United
		States Patent and Trademark Office for issuance or recordation, as
		applicable:

	  

	 (i)  an
		application for letters patent for each patentable invention acquired by or
		invented by or for it which invention is of such a nature that the Company or
		its Subsidiaries, in accordance with its ordinary business practice then in
		effect, would file a patent application in the United States Patent and
		Trademark Office with respect to it; and

	  

	 (ii)  with
		respect to any interest acquired after the date hereof by the Company or any of
		its Subsidiaries in a Patent, any appropriate assignment to the Company or such
		Domestic Subsidiary of the interest acquired by it in the United States in such
		Patent, including, without limitation, all previously unrecorded assignments to
		the Company’s or such Domestic Subsidiary’s predecessors-in-interest
		of which the Company or any Subsidiary Guarantor is or becomes
		aware.

	  

	 The
		Company will, and will cause each Subsidiary Guarantor to, use its respective
		commercially reasonable best efforts to comply with all requirements of the
		United States Patent Act and the rules and regulations thereunder, as from time
		to time in effect, or other applicable law necessary in order to validly obtain
		and maintain any Patent with the United States Patent and Trademark Office,
		except as permitted pursuant to Sections 10.4,
		11.5 and
		11.6 hereof.
		The Company will submit, and will cause each Subsidiary Guarantor to submit, to
		the Administrative Agent, by each January 31st and July 31st of each year
		following the Closing Date, commencing January 31, 2007 (or, if the
		Administrative Agent reasonably so requests in writing, more often;
		provided,
		however, that,
		except during such time as a Default or Event of Default has occurred and is
		continuing, the Administrative Agent shall not so request more frequently than
		monthly), a Patent Security Agreement (substantially in the form attached to
		the Pledge and Security Agreement or such other form reasonably acceptable to
		the Administrative Agent) confirming the security interest of the Collateral
		Agent in any Patent acquired or with respect to which the Company or any
		Subsidiary Guarantor filed an application for letters patent during the two
		prior calendar quarters, duly executed and in proper form for recordation in
		the United States Patent and Trademark Office.

	 
		
		  (d)  Notwithstanding
		  anything to the contrary contained in this Section
		  10.14, the
		  Company and its Subsidiaries shall have the right to license their respective
		  Patents and Trademarks to third parties on an arms’ length basis;
		  provided,
		  however, that,
		  except with respect to Trademarks and Patents which constitute Disposition
		  Assets or with respect to which the only substantial use by the Company and its
		  Subsidiaries is in connection with a business constituting a Disposition Asset,
		  that any such license of (i) a Trademark shall be for use with respect to
		  products which are not reasonably likely to be competitive with those produced
		  and/or marketed by the Company and its Subsidiaries and (ii) a Patent shall be
		  for applications which would not be reasonably likely to diminish the value of
		  any product line of the Company and its Subsidiaries, except for, in the case
		  of each of clause
		  (i) and
		  (ii),
		  licenses or cross-licenses granted by the Company or any such Subsidiary in
		  connection with the settlement or other disposition of litigation or other
		  disputes with respect to Patents or Trademarks, provided,
		  however, that
		  such licenses or cross-licenses shall be granted (x) in the reasonable business
		  judgment of the Company or any such Subsidiary, or (y) as may be required by
		  any Governmental Authority having jurisdiction over any such litigation or
		  dispute. The Administrative Agent and each Lender hereby acknowledges and
		  agrees that any security interest held by the Collateral Agent in any Patent or
		  Trademark which is licensed in accordance with the provisions of this
		  Section
		  
		

	 

	 
		 
	 

	 
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		10.14(d) shall
		be subordinate to such license agreement and each Lender hereby instructs the
		Administrative Agent to execute and deliver such instruments, documents and
		agreements as the Company reasonably may request in order to confirm such
		subordination.
	 

	 Section
		10.15  Additional
		Mortgages. With
		respect to any fee interest in any real property located in the United States
		having a value (together with improvements thereon) of at least $7,500,000
		acquired after the Closing Date by the Company or any of its Domestic
		Subsidiaries, the Company or such Subsidiary shall promptly (and in any event
		within 45 days after (x) the acquisition thereof or (y) in the case of costs
		and expenses referred to in clause
		(c) below, the
		receipt of an invoice in respect thereof) (a) execute and deliver a
		first-priority and a second-priority Mortgage, in favor of the Collateral
		Agent, for the benefit of the holders of the Secured Obligations, covering such
		real property (subject to Customary Permitted Liens, Liens securing the
		Multi-Currency Payment Obligations and Designated Eligible Obligations as
		provided by the Intercreditor Agreement and other Liens approved by the
		Administrative Agent), (b) if requested by the Administrative Agent, provide
		all Mortgage Supporting Documents relating thereto and (c) pay all costs and
		expenses associated with the foregoing.

	  

	 Section
		10.16  Post-Closing
		Matters. The
		Company shall, and shall cause each of its Subsidiaries to, deliver each of the
		documents, instruments and agreements set forth on Schedule
		10.16 within
		the time periods set forth on such Schedule.

	  

	 Section
		10.17  [Intentionally
		Omitted.]

	  

	 Section
		10.18  Tax
		Reporting.
		Promptly after the Company determines that it intends to treat the Loans and
		the related transactions contemplated hereby as a “reportable
		transaction”
		(within the meaning of Treasury Regulation Section 1.6011-4), the Company shall
		give the Administrative Agent written notice thereof and shall deliver to the
		Administrative Agent all U.S. Internal Revenue Service forms required in
		connection therewith.

	  

	 Section
		10.19  Control
		Accounts; Approved Deposit Accounts.


	  

	 (a)  The
		Company shall, and shall cause each of the Subsidiary Guarantors to, except
		cash or Cash Equivalents subject to a Lien permitted under Section
		11.3(c),
		(d),
		(p) or
		(q), (i)
		deposit in an Approved Deposit Account all cash and all Proceeds of any Account
		or General Intangible they receive from any other Person, (ii) not maintain any
		funds or other assets in any Securities Account that is not a Control Account
		and (iii) not establish or maintain any Deposit Account other than with a
		Deposit Account Bank; provided,
		however, that
		the Company and each of its Subsidiaries may deposit cash into and maintain (A)
		payroll, benefits, withholding tax, escrow, customs and other fiduciary
		accounts and (B) other accounts as long as the aggregate balance in all such
		other accounts does not exceed $5,000,000 at any time.

	 
		
		  (b)  The
		  Administrative Agent may establish one or more Cash Collateral Accounts with
		  such depositaries and Securities Intermediaries as it in its sole discretion
		  shall determine to the extent expressly contemplated in any Loan Document and
		  shall (or direct the Collateral Agent to) apply the all funds on deposit in
		  such Cash Collateral Account as so contemplated. Funds on deposit in any Cash
		  Collateral Account may be invested (but the Administrative Agent shall be under
		  no obligation to make any such investment) in Cash Equivalents at the direction
		  of the Administrative Agent and, except during the continuance of an Event of
		  Default, the Administrative Agent agrees with the Company to direct the
		  Collateral Agent to issue Entitlement Orders for such investments in Cash
		  Equivalents as requested by the 
		

	 

	 
		 
	 

	 
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		Company;
		provided,
		however, that
		neither Administrative Agent nor the Collateral Agent shall have any
		responsibility for, or bear any risk of loss of, any such investment or income
		thereon.
	 

	  

	 
		ARTICLE
		  XI  
 

	  

	 NEGATIVE
		COVENANTS

	  

	 The
		Company hereby agrees that, until the Payment Obligations are Fully
		Satisfied:

	  

	 Section
		11.1  Financial
		Covenant. The
		Company will not permit
		the Senior Secured Leverage Ratio of the Company and its Subsidiaries for the
		period of four consecutive fiscal quarters of the Company ending during any
		period set forth below to be more than the amount set forth opposite such
		period:

	  

	 
		
		  	
				  Period

				  	
				  Senior
					 Secured

				   Leverage
					 Ratio
 
	
				  December
					 31, 2006 through September 30, 2008
 	
				  5.50 to
					 1.00
 
	
				  December
					 31, 2008 and each fiscal quarter thereafter
 	
				  5.00 to
					 1.00
 

 
 

	 


	  

	 Section
		11.2  Indebtedness. The
		Company will not, and will not permit any of its Subsidiaries to, create,
		incur, assume or suffer to exist any Indebtedness, except for:

	  

	 (a)  Indebtedness
		in respect of the Payment Obligations;

	 
		
		  (b)  Indebtedness
		  under the Senior Notes Indenture in respect of the Existing Senior Notes and
		  Indebtedness under the Subordinated Notes Indenture, and any Indebtedness
		  resulting from the refinancing of any such Indebtedness, or the refinancing of
		  any of the Term Loans in whole or in part (subject to the payment of any
		  applicable Prepayment Fee); provided,
		  however, that
		  (i) the primary obligor with respect to any such refinancing Indebtedness is
		  the same as the primary obligor on the Indebtedness refinanced thereby and
		  (except in the case of any Permitted Third Lien Financing) any contingent
		  obligor of such refinancing Indebtedness was or would have been required to be
		  a contingent obligor of the Indebtedness refinanced thereby (except to the
		  extent that such primary obligor and/or contingent obligor may be substituted
		  by a new primary obligor or contingent obligor, as the case may be, which has
		  no material assets other than assets which, immediately prior to such
		  substitution, constituted the assets of the original primary obligor and/or
		  contingent obligor), (ii) the principal amount of any such refinancing
		  Indebtedness (as determined as of the date of the incurrence of such
		  refinancing Indebtedness in accordance with GAAP) does not exceed the principal
		  amount of the Indebtedness refinanced thereby together with any premium
		  actually paid thereon and reasonable costs and expenses (including underwriting
		  discounts) incurred in connection with such refinancing Indebtedness, (iii) the
		  interest rate applicable to such refinancing Indebtedness shall not be less
		  favorable to the obligor than it would obtain in an arm’s length
		  transaction with a Person that is not an Affiliate thereof and shall reflect
		  the prevailing market conditions at the time of such refinancing, (iv) such
		  refinancing Indebtedness does not have any scheduled installments of principal
		  thereof due prior
		

	 

	 
		 
	 

	 
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		 to the
		date that is six months after the Term Loan Maturity Date, (v) with respect to
		each issue of refinancing Indebtedness in excess of $5,000,000 (or, with
		respect to any other currency, the Equivalent thereof) in the aggregate, either
		(A) the covenants, defaults and similar provisions applicable to such
		refinancing Indebtedness or obligations are no more restrictive, taken as a
		whole, than the provisions contained in and otherwise consistent with market
		terms of agreements governing comparable Indebtedness of similar companies in
		the high yield market at the time of such refinancing and do not conflict with
		the provisions of this Agreement,
		provided, that a
		certificate of a Responsible Officer delivered to the Administrative Agent at
		least five Business Days prior to the incurrence of such refinancing
		Indebtedness, together with a reasonably detailed description of the material
		terms and conditions of such Indebtedness or drafts of the documentation
		relating thereto, stating that the Company has determined in good faith that
		such terms and conditions satisfy the foregoing requirement shall be conclusive
		evidence that such terms and conditions satisfy the foregoing requirement and
		the requirement under clause
		(iii) above
		unless the Administrative Agent notifies the Company within such five Business
		Day period that it disagrees with such determination (including a reasonable
		description of the basis upon which it disagrees), or (B) such refinancing
		Indebtedness is otherwise upon terms and subject to definitive documentation
		which is in form and substance reasonably satisfactory to the Administrative
		Agent, (vi) if the Indebtedness being refinanced is Indebtedness under the
		Subordinated Notes Indenture, such refinancing Indebtedness shall be (A)
		subordinated to the Payment Obligations on terms that are reasonably
		satisfactory to the Administrative Agent (it being understood that
		subordination terms substantially similar to those applicable to the
		Subordinated Notes are deemed to be satisfactory) or (B) pursuant to a
		Permitted Third Lien Financing and
		(vii) such refinancing Indebtedness shall be unsecured unless pursuant to a
		Permitted Third Lien Financing.
	 

	  

	 (c)  Indebtedness
		(i) of the Company owing to any of its wholly-owned Subsidiaries, (ii) of any
		wholly-owned Subsidiary of the Company owing to any other wholly-owned
		Subsidiary of the Company and (iii) of any wholly-owned Subsidiary of the
		Company owing to the Company; provided,
		however, in
		each case, that the aggregate principal amount of such Indebtedness of any
		Subsidiary that is not a Guarantor incurred after the date hereof shall be
		subject to Section
		11.8(j);


	  

	 (d)  Indebtedness
		of any Foreign Subsidiary or any foreign branch of a Domestic Subsidiary
		principally doing business outside of the United States (including, without
		limitation, Indebtedness on account of letters of credit not issued under the
		Existing Credit Agreement) incurred for working capital purposes (and, without
		duplication, any Contingent Obligation of the Company in respect thereof) in an
		aggregate principal amount at any time outstanding not exceeding for the
		Foreign Subsidiaries and foreign branches of Domestic Subsidiaries in the
		aggregate $50,000,000 (or, with respect to any other currency, the Equivalent
		in Dollars thereof); provided,
		however, that
		for purposes of this Section
		11.2(d), such
		aggregate principal amount shall not include (x) an amount equal to the
		aggregate principal amount of Indebtedness of the Foreign Subsidiaries and
		foreign branches of Domestic Subsidiaries to any bank which is offset by
		compensating balances at such bank (which Indebtedness shall be permitted
		hereunder) and (y) Indebtedness otherwise permitted by this Section
		11.2;


	  

	 (e)  Indebtedness
		of the Company to Affiliates in respect of Capital Contribution Notes which
		evidence cash amounts actually received by the Company from such Affiliates on
		account of Capital Contributions;

	  

	 (f)  Indebtedness
		to employees or former employees of the Company or any of its Subsidiaries in
		the nature of deferred compensation;

	 
		 
	 

	 
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	 (g)  Indebtedness
		of the Company and its Subsidiaries under Interest Rate Agreements which are in
		existence on the date hereof, and other Indebtedness of the Company and its
		Subsidiaries under Interest Rate Agreements, which (i) have a tenor which is
		not in excess of six years, (ii) are not leveraged, (iii) are in an aggregate
		notional amount (net of any offsetting economic positions among such Interest
		Rate Agreements) not to exceed $300,000,000 at any one time outstanding
		(including, without limitation, all Interest Rate Agreements in effect on the
		date hereof) and (iv) have the sole purpose of hedging interest rate exposure
		of the Company and its Subsidiaries;

	  

	 (h)  Hedging
		Contracts of the Company and its Subsidiaries entered into in the ordinary
		course of business of the Company and its Subsidiaries for the purpose of
		providing foreign exchange for their respective operating requirements or of
		hedging currency exposure;

	  

	 (i)  unsecured
		Indebtedness of the Company to an M&F Lender in an aggregate amount not to
		exceed $152,000,000 at any one time outstanding (as may be increased due to the
		accrual and capitalization of interest) (the “Permitted
		M&F Loan Amount”),
		consisting of Indebtedness in respect of (i) the M&F Consolidated Line of
		Credit and (ii) any refinancing or replacement of, or addition to, any such
		Indebtedness (whether upon repayment of such Indebtedness or at any time
		thereafter) in an aggregate principal amount not to exceed the Permitted
		M&F Loan Amount on terms and conditions (taken as whole) that are no less
		favorable to the Company or the Lenders than the terms and conditions of the
		M&F Loans as in effect on the Closing Date (taken as a whole); provided,
		however, that
		such Indebtedness may be refinanced or replaced by any Person other than an
		M&F Lender (or any Affiliate thereof) to the extent (A) the final maturity
		date for such refinancing Indebtedness shall be at least 90 days after the Term
		Loan Maturity Date, (B) the aggregate principal amount of any Indebtedness
		permitted under this clause
		(i) shall
		not exceed the Permitted M&F Loan Amount and (C) the covenants, defaults
		and similar provisions applicable to such refinancing Indebtedness or
		obligations are no more restrictive, taken as a whole, than the provisions
		contained in and otherwise consistent with market terms of agreements governing
		Indebtedness of similar companies in the high yield market at the time of such
		refinancing and do not conflict with the provisions of this
		Agreement; provided, that a
		certificate of a Responsible Officer delivered to the Administrative Agent at
		least five Business Days prior to the incurrence of such refinancing
		Indebtedness, together with a reasonably detailed description of the material
		terms and conditions of such Indebtedness or drafts of the documentation
		relating thereto, stating that the Company has determined in good faith that
		such terms and conditions satisfy the foregoing requirement shall be conclusive
		evidence that such terms and conditions satisfy the foregoing requirement
		unless the Administrative Agent notifies the Company within such five Business
		Day period that it disagrees with such determination (including a reasonable
		description of the basis upon which it disagrees);


	  

	 (j)  Indebtedness
		of the Company or any of its Subsidiaries in the nature of guarantees as
		referred to in clause
		(k) of the
		definition of “Indebtedness”
		in Section
		1.1 which
		is permitted by Section
		11.3(m);


	 
		
		  (k)  Indebtedness
		  of any Foreign Subsidiary or a foreign branch of a Domestic Subsidiary
		  principally doing business outside of the United States to any Person (other
		  than an Affiliate of the Company), in an aggregate principal amount at any one
		  time outstanding not to exceed $50,000,000 (or with respect to any other
		  currency, the Equivalent in Dollars thereof); provided,
		  however, that,
		  such Indebtedness (i) is not guaranteed by the Company (except to the extent
		  that the Lien permitted by Section
		  11.3(m), in
		  itself, constitutes a guarantee) and (ii) is either offset or secured by a
		  counterpart deposit, compensating balance or a pledge of cash 
		

	 

	 
		 
	 

	 
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		deposit;
		provided,
		further, that
		such counterpart deposit, compensating balance or cash deposit pledge does not
		constitute Collateral (as defined in any Security Document) or any of the
		Unpledged International Property;
	 

	 (l)  Capital
		Lease Obligations and purchase money Indebtedness of the Company or any of its
		Subsidiaries to finance the acquisition of capital assets; provided,
		however, that
		the Dollar Equivalent of the aggregate outstanding principal amount of all such
		Capital Lease Obligations and purchase money Indebtedness shall not exceed
		$35,000,000 at any time;

	  

	 (m)  Indebtedness
		to any Person (other than an Affiliate of the Company) in respect of the
		undrawn portion of the face amount of or unpaid reimbursement obligations in
		respect of letters of credit not issued under the Existing Credit Agreement for
		the account of the Company or any of its Subsidiaries in an aggregate amount at
		any one time outstanding not to exceed $30,000,000 (or with respect to any
		other currency, the Equivalent in Dollars thereof); provided,
		however, that
		such Indebtedness is offset or secured by a counterpart deposit, compensating
		balance or a pledge of cash deposits;

	  

	 (n)  [intentionally
		omitted]

	  

	 (o)  additional
		Indebtedness in an aggregate principal amount not to exceed $200,000,000 at any
		one time outstanding; provided,
		however, that
		such Indebtedness shall be unsecured at all times during the term of this
		Agreement; 


	  

	 (p)  Indebtedness
		incurred in connection with financing Permitted Acquisitions or any refinancing
		of Indebtedness under this clause (p); provided,
		however, that
		any Indebtedness pursuant to this clause (p) shall be (i) unsecured at all
		times during the term of this Agreement and (ii) subordinated to the Payment
		Obligations on terms that are reasonably satisfactory to the Administrative
		Agent (it being understood that subordination terms substantially similar to
		those applicable to the Subordinated Notes are deemed to be satisfactory);
		and

	 
		
		  (q)  Indebtedness
		  under the Existing Credit Agreement, any Facilities Increase (as defined in the
		  Existing Credit Agreement) and any Indebtedness resulting from the refinancing
		  of such Indebtedness; provided,
		  however, that
		  (i) the aggregate principal
		  amount of any Indebtedness permitted under this clause (q) at any
		  time outstanding shall
		  not exceed
		  $210,000,000, (ii)
		  the primary obligor with respect to any such refinancing Indebtedness is the
		  same as the primary obligor on the Indebtedness refinanced thereby and any
		  contingent obligor of such refinancing Indebtedness was or would have been
		  required to be a contingent obligor of the Indebtedness refinanced thereby,
		  (iii) the interest rate applicable to such refinancing Indebtedness shall not
		  be less favorable to the obligor than it would obtain in an arm’s length
		  transaction with a Person that is not an Affiliate thereof and shall reflect
		  the prevailing market conditions at the time of such refinancing, (iv) such
		  refinancing Indebtedness does not have a final maturity prior to the Term Loan
		  Maturity Date, (v) the covenants, defaults and similar provisions applicable to
		  such refinancing Indebtedness or obligations are no more restrictive, taken as
		  a whole, than the provisions contained in the credit agreement referred to in
		  clause
		  (i) of the
		  definition of “Existing Credit Agreement” and do not conflict with
		  the provisions of this Agreement, provided, that a
		  certificate of a Responsible Officer delivered to the Administrative Agent at
		  least five Business Days prior to the incurrence of such refinancing
		  Indebtedness, together with a reasonably detailed description of the material
		  terms and conditions of such Indebtedness or drafts of the documentation
		  relating thereto, stating that the Company has determined in good faith that
		  such terms and conditions satisfy the foregoing requirement and the requirement
		  in clause
		  (iii) above
		  
		

	 

	 
		 
	 

	 
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		shall be
		conclusive evidence that such terms and conditions satisfy the foregoing
		requirement unless the Administrative Agent notifies the Company within such
		five Business Day period that it disagrees with such determination (including a
		reasonable description of the basis upon which it disagrees), and (vi)
		such refinancing indebtedness is subject to an intercreditor agreement on terms
		reasonably
		satisfactory
		to the Administrative Agent (it being understood that terms substantially
		similar to those applicable to the
		Existing Credit Agreement under the
		Intercreditor Agreement are deemed to be satisfactory);

	 

	 provided,
		however, that
		in no event may the Company or any of its Subsidiaries incur any Indebtedness
		to REV Holdings or RPH.

	  

	 Section
		11.3  Limitation
		on Liens. The
		Company will not, and will not permit any of its Subsidiaries to, create,
		incur, assume or suffer to exist any Lien upon any of their properties, assets
		(including shares of stock) or revenues, whether now owned or hereafter
		acquired, except for:
		

	  

	 (a)  Liens
		for taxes not yet due or which are being contested in good faith and by
		appropriate proceedings if adequate reserves with respect thereto are
		maintained on the books of the Company or any of its Subsidiaries, as the case
		may be, in accordance with GAAP;

	  

	 (b)  carriers’,
		warehousemens’, mechanics’, materialmens’, repairmens’ or
		other like Liens arising in the ordinary course of business which are not
		overdue for a period of more than 45 days or which are being contested in good
		faith and by appropriate proceedings;

	  

	 (c)  pledges
		or deposits in connection with workers’ compensation, unemployment
		insurance and other social security legislation; provided,
		however, that
		no such Lien shall encumber any Collateral (other than cash or Cash
		Equivalents) under any of the Security Documents or any of the Unpledged
		International Property;

	  

	 (d)  deposits
		to secure the performance of bids, trade contracts (other than for borrowed
		money), leases, statutory obligations, surety and appeal bonds, performance
		bonds and other obligations of a like nature incurred in the ordinary course of
		business, provided,
		however, that
		no such Lien shall encumber any Collateral (other than cash or Cash
		Equivalents) under any of the Security Documents or any of the Unpledged
		International Property;

	  

	 (e)  easements,
		rights-of-way, restrictions and other similar encumbrances incurred in the
		ordinary course of business which, in the aggregate, are not substantial in
		amount, and which do not in any case materially detract from the value of the
		property subject thereto or interfere with the ordinary conduct of the business
		of the Company or any of its Subsidiaries;

	  

	 (f)  Liens in
		favor of the United States of America for amounts paid by the Company or any of
		its Subsidiaries as progress payments under government contracts entered into
		by them; provided,
		however, that
		no such Lien shall encumber any Collateral under any of the Security Documents
		or any of the Unpledged International Property;

	  

	 (g)  Liens
		existing on the date of this Agreement which are disclosed in the title
		insurance policies delivered pursuant to Section
		9.1(d) or
		Schedule
		11.3;


	  

	 (h)  Liens
		under the Security Documents (including, without limitation, Liens which secure
		Designated Eligible Obligations as provided for in the Intercreditor Agreement)
		or any other Lien securing all or any portion of the Payment Obligations, the
		Multi-Currency

	 
		 
	 

	 
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		 Payment
		Obligations or any refinancings thereof permitted by Section
		11.2(q), or
		Designated Eligible Obligations as provided for in the Intercreditor
		Agreement;
	 

	 (i)  attachment,
		judgment or other similar Liens arising in connection with court or arbitration
		proceedings;
		provided,
		however, that
		the same are discharged, or that execution or enforcement thereof is stayed
		pending appeal, within 30 days or (in the case of any execution or enforcement
		pending appeal) such lesser time during which such appeal may be
		taken;

	  

	 (j)  other
		Liens incidental to the conduct of the business of the Company and its
		Subsidiaries or the ownership of any of their assets not incurred in connection
		with Indebtedness or Contingent Obligations, which Liens do not in any case
		materially detract from the value of the property subject thereto or interfere
		with the ordinary conduct of the business of the Company or any of its
		Subsidiaries; provided,
		however, that
		no such Lien shall encumber any Collateral under any Security Document or any
		of the Unpledged International Property;

	  

	 (k)  Liens
		securing any Indebtedness permitted by Section
		11.2(d) or any
		Liens replacing such permitted Liens;
		provided,
		however, that
		(i) no such Lien shall encumber any asset of the Company or any of its
		Subsidiaries organized under the laws of a jurisdiction within the United
		States or any Collateral under any Security Document or any of the Unpledged
		International Property and (ii) any such Lien which secures reimbursement
		obligations under letters of credit not issued under the Existing Credit
		Agreement shall be limited to (A) the assets acquired or shipped with the
		support of such letter of credit and (B) any assets of a Foreign Subsidiary
		which are in the care, custody or control of such issuer of such letter of
		credit in the ordinary course of business;

	  

	 (l)  Liens
		securing any Indebtedness permitted by Section
		11.2(g),
		Section
		11.2(h) or
		obligations of any Foreign Subsidiary or a foreign branch of any Domestic
		Subsidiary principally doing business outside of the United States in respect
		of treasury, depository, overdraft and other cash management arrangements
		maintained with any Lender, any Multi-Currency Lender, any Affiliate of a
		Lender or a Multi-Currency Lender or any other Person reasonably acceptable to
		the Administrative Agent or any Liens replacing such permitted Liens;
		provided,
		however, that
		no such Lien shall encumber any asset of the Company or any of its Subsidiaries
		organized under the laws of a jurisdiction within the United States or any
		Collateral under any Security Document or any of the Unpledged International
		Property;

	  

	 (m)  Liens in
		the nature of counterpart deposits or pledges of cash deposits of the Company
		or any of its Subsidiaries to secure Indebtedness of Foreign Subsidiaries of
		the Company or a foreign branch of a Domestic Subsidiary principally doing
		business outside of the United States, which Indebtedness is permitted pursuant
		to Section
		11.2(k));
		provided,
		however, that
		no such Lien shall encumber any Collateral under any of the Security Documents
		or any of the Unpledged International Property;

	  

	 (n)  possessory
		Liens in favor of securities intermediaries, commodity intermediaries, brokers
		and dealers arising in connection with the acquisition or disposition of
		investments of the type permitted by Section
		11.8;
		provided,
		however, that
		such Liens (i) attach only to such investments and (ii) secure only obligations
		incurred in the ordinary course and arising in connection with the acquisition
		or disposition of such investments and not any obligation in connection with
		margin financing; and provided,
		further, that
		such Liens attach only to the property of the Company or its Subsidiary, as the
		case may be, for whose account any such obligations have been
		incurred;

	 
		 
	 

	 
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	 (o)  purchase
		money Liens granted by the Company or any of its Subsidiaries (including the
		interest of a lessor under a Capital Lease and purchase money Liens to which
		any property is subject at the time, on or after the date hereof, of the
		Company’s or such Subsidiary’s acquisition thereof) securing
		Indebtedness permitted under Section
		11.2(l) and
		limited in each case to the property purchased with the proceeds of such
		purchase money Indebtedness or subject to such Capital Lease (or proceeds
		thereof or additional property in the nature of improvements
		thereto);

	  

	 (p)  Liens in
		the nature of counterpart deposits or pledges of cash deposits of the Company
		or any of its Subsidiaries to secure Indebtedness permitted pursuant to
		Section
		11.2(m);
		provided,
		however, that
		the amount of any such deposit does not exceed the amount of the Indebtedness
		it secures;

	  

	 (q)  additional
		Liens incurred in the ordinary course of business of the Company and its
		Subsidiaries securing Indebtedness or other obligations of the Company and/or
		any of its Subsidiaries (other than such Indebtedness or other obligation owing
		to an Affiliate of the Company) not to exceed $10,000,000 (or, with respect to
		any other currency, the Equivalent thereof) in the aggregate at any one time
		outstanding;
		provided,
		however, that
		no such Lien shall encumber any Collateral (other than cash or Cash
		Equivalents) under any of the Security Documents or any of the Unpledged
		International Property;
		and

	  

	 (r)  Liens
		securing any Permitted Third Lien Financing.

	  

	 Section
		11.4  Limitation
		on Contingent Obligations. The
		Company will not, and will not permit any of its Subsidiaries to, agree to, or
		assume or incur, or otherwise in any way be or become responsible or liable,
		directly or indirectly, with respect to, any Contingent Obligation, except
		for:

	  

	 (a)  the
		Guaranty;

	  

	 (b)  Contingent
		Obligations set forth on Schedule
		11.4;


	  

	 (c)  any
		Contingent Obligation of the Company in the nature of a guarantee in the
		ordinary course of business of any Indebtedness or other obligations of any of
		its Subsidiaries permitted under this Agreement;

	  

	 (d)  any
		Contingent Obligation of any Subsidiary of the Company in the nature of a
		guarantee in the ordinary course of business of any Indebtedness or other
		obligations of any of the Subsidiaries of such Subsidiary permitted under this
		Agreement;

	  

	 (e)  any
		Contingent Obligation of any Subsidiary of the Company in the nature of a
		guarantee in the ordinary course of business of Indebtedness (other than the
		Subordinated Notes, the Existing Senior Notes or any Indebtedness referred to
		in Section
		11.2(b) that is
		not permitted to have such Contingent Obligation by the terms of such
		Section
		11.2(b)) or
		other obligations of the Company or any other Subsidiary of the
		Company;

	  

	 (f)  any
		Contingent Obligation of the Company or any of its Subsidiaries in the nature
		of a guarantee of Indebtedness of any Permitted Joint Venture; provided,
		however, that
		the incurrence of such Contingent Obligation is permitted by Section
		11.8(e) or
		Section
		11.8(k);
		and

	 
		 
	 

	 
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	 (g)  any
		Contingent Obligation of the Company or any of its Subsidiaries in the nature
		of a guarantee of Indebtedness of officers and directors of the Company and its
		Subsidiaries in the ordinary course of business; provided,
		however, that
		the sum of the aggregate principal amount of the Indebtedness so guaranteed and
		the aggregate principal amount of all then outstanding loans permitted by
		Section
		11.8(f) does
		not exceed $7,000,000 at any one time outstanding.

	  

	 Section
		11.5  Limitation
		on Fundamental Changes. The
		Company will not, and will not permit any of its Subsidiaries to, enter into
		any transaction in the nature of merger or consolidation or amalgamation, or
		liquidate, wind up or dissolve itself (or suffer any liquidation or
		dissolution), convey, sell, lease, assign, transfer (including any transfer,
		relocation, situation or registration of any asset owned by any Loan Party to
		the Commonwealth of Australia other than in the ordinary course of business) or
		otherwise dispose of, in one transaction or a series of related transactions,
		all or a substantial part of the business or assets of the Company, or enter
		into any such transaction or series of related transactions with regard to a
		group of Subsidiaries which, if merged into a single Subsidiary, would
		constitute a substantial part of the business or assets of the Company, or
		acquire by purchase or otherwise all or substantially all the business or
		assets of, or stock or other evidences of beneficial ownership of, any Person,
		except that during such time as no Specified Default or Event of Default has
		occurred and is continuing (or would result therefrom):

	  

	 (a)  the
		Company and its Subsidiaries may engage in Permitted Intercompany Transfers;
		and

	  

	 (b)  the
		Company and any of its Subsidiaries may engage in transactions permitted under
		Section
		11.6
		or
		Section 11.8(d),(e),
		(i) or (k).


	  

	 Section
		11.6  Limitation
		on Sale of Assets. The
		Company will not, and will not permit any of its Subsidiaries to, sell, lease,
		assign, transfer or otherwise dispose of any of its assets (including, without
		limitation, receivables and leasehold interests), whether now owned or
		hereafter acquired, or, in the case of any of the Subsidiaries of the Company,
		issue any Stock or Stock Equivalents (other than any director’s qualifying
		shares), to any Person, except:

	  

	 (a)  sales,
		transfers and other dispositions by the Company and its Subsidiaries of (i)
		obsolete or worn out property in the ordinary course of business or (ii)
		contemplated by clause
		(b)(ii) of the
		definition of “Net
		Proceeds Event”;


	  

	 (b)  sales,
		transfers and other dispositions of property (including, without limitation,
		inventory) by the Company and its Subsidiaries to third parties in the ordinary
		course of business for fair market value;

	  

	 (c)  during
		such time as no Specified Default or Event of Default has occurred and is
		continuing (or would result therefrom), Permitted Intercompany
		Transfers;

	  

	 (d)  during
		such time as no Specified Default or Event of Default has occurred and is
		continuing (or would result therefrom), any Specified Dispositions for fair
		market value (which property, in the aggregate, the Company hereby represents
		and warrants is not material to the conduct of the business of the Company and
		its Subsidiaries);

	 
		
		  (e)  during
		  such time as no Specified Default or Event of Default has occurred and is
		  continuing (or would result therefrom), sales, transfers and other dispositions
		  of 
		

	 

	 
		 
	 

	 
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		assets
		of the Company and its Subsidiaries to Permitted Joint Ventures in accordance
		with the provisions of
		Section 11.8;

	 

	 (f)  during
		such time as no Specified Default or Event of Default has occurred and is
		continuing (or would result therefrom), any Resale Transactions to Persons
		other than Affiliates for fair market value;

	  

	 (g)  other
		sales, transfers and other dispositions by the Company and its Subsidiaries
		which are permitted by Section
		10.14,
		11.3 or
		11.5;
		and

	  

	 (h)  sales,
		transfers and other dispositions by the Company and its Subsidiaries of assets
		with an aggregate fair market value not to exceed (i) $50,000,000 in the
		calendar year ending December 31, 2006 and (ii) $25,000,000 in any calendar
		year thereafter; provided,
		however, that,
		in the case of clauses (i) and (ii), no Default or Event of Default shall be in
		effect prior to or after giving effect to any such sale, transfer or other
		disposition; provided,
		further, that
		in the event that any amount of assets permitted to be disposed of in any
		calendar year pursuant to this clause (h) is not disposed of during such
		calendar year, such amount may be carried over for dispositions in any
		subsequent calendar year (up to a maximum amount not to exceed $50,000,000 and
		limited to an aggregate fair market value of $50,000,000 for any calendar
		year); provided,
		further, that,
		in the case of clauses (i) and (ii), all Net Proceeds of such sale, transfer or
		other disposition are applied to the payment of the Payment Obligations as set
		forth in, and to the extent required by, Section
		7.3(b)(ii)).


	  

	 Section
		11.7  Limitation
		on Restricted Payments. (a)
		The Company will not, and will not permit any of its Subsidiaries to, make any
		Restricted Payment, except that, so long as no Default or Event of Default has
		occurred and is continuing at the time such Restricted Payment is made or would
		result therefrom and the representations and warranties deemed to be made
		pursuant to Section
		11.7(b) are
		true and correct in all material respects as of the date such Restricted
		Payment is made, the following Restricted Payments may be made:

	  

	 (i)  Restricted
		Payments on account of amounts payable under the Prior Tax Sharing Agreement,
		with respect to state and local taxes and federal taxes; provided,
		however, that
		no such Restricted Payment (whether in cash or otherwise) shall be made more
		than ten Business Days prior to the date upon which the related liability to
		the Internal Revenue Service (or the relevant state or local taxing authority)
		for tax (including estimated taxes) is paid (or, if no such taxes are payable,
		ordinarily would have been due);

	  

	 (ii)  Restricted
		Payments made to Permitted Joint Ventures, to the extent that such Restricted
		Payments are permitted pursuant to Section
		11.8(e) or
		Section
		11.8(k);

	 
		
		  (iii)  Restricted
		  Payments made from time to time to finance Revlon’s purchase, redemption,
		  acquisition or retirement for value of, or payment of amounts owing in respect
		  of, any shares, interests, rights to purchase, warrants, options,
		  participations, stock appreciation rights, performance units or other
		  equivalents or interests in the equity of Revlon held by any current or former
		  director, officer, consultant or employee of Revlon, the Company or any
		  Subsidiary of the Company in such person’s role as a director, officer,
		  consultant or employee (or by their estates or any beneficiaries of their
		  estates); provided,
		  however, that
		  (x) the sum of (1) the aggregate amount of Restricted Payments made pursuant to
		  this clause
		  (iii) and (2)
		  the aggregate amount of open-market purchases of common stock and restricted
		  stock of Revlon together with any 
		

	 

	 
		 
	 

	 
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		  other
		  investments made as permitted under Section
		  11.8(g), does
		  not exceed $8,000,000 in any calendar year (including calendar year 2006) and
		  (y) amounts available pursuant to this clause
		  (iii) to be
		  utilized for Restricted Payments during any calendar year which are not
		  utilized during such year may be carried forward and utilized in any succeeding
		  calendar year;
		

	 

	 (iv)  subject
		to the limitations set forth in Sections 11.8(f) and
		11.8(g),
		Restricted Payments made from time to time to finance the investments
		contemplated by Sections 11.8(f) and
		11.8(g);
		and

	  

	 (v)  additional
		Restricted Payments in an aggregate amount, together with the aggregate
		principal amount of all Indebtedness defeased, prepaid or otherwise repurchased
		pursuant to Section
		11.9(c)(vi), not to
		exceed the sum
		of (x) $15,000,000 and (y) the portion, if any, of Capital Contributions
		received by the Company that (1) are not used to defease, prepay or otherwise
		repurchase the principal amount of any Indebtedness under the Subordinated
		Notes Indenture and (2) do not constitute a Cure Amount or an
		Existing Credit Agreement Cure Amount.


	  

	 (b)  The
		making of each Restricted Payment pursuant to Section
		11.7(a) shall
		constitute a representation and warranty by the Company that, on and as of the
		date upon which such Restricted Payment is made (both before and after giving
		effect to the making thereof), the representations and warranties contained in
		Section
		8.10 and
		Section
		8.15(a) are
		true and correct.

	  

	 Section
		11.8  Limitation
		on Investments. The
		Company will not, and will not permit any of its Subsidiaries to, make or
		commit to make any advance, loan, extension of credit or capital contribution
		to, or purchase of any stock, bonds, notes, debentures or other securities of,
		or make any other investment in, any Person, except as otherwise permitted by
		Section
		11.10 and
		except that:

	  

	 (a)  each of
		the Company and its Subsidiaries may make or commit to make investments in cash
		or Cash Equivalents held in a Deposit Account or a Control Account, subject to
		Section
		10.19, if
		applicable, with respect to the Company and the Subsidiary
		Guarantors;

	  

	 (b)  each of
		the Company and its Subsidiaries may make or commit to make investments in
		contract rights, accounts and chattel paper (as defined in the UCC), put and
		call foreign exchange options to the extent necessary to hedge foreign exchange
		exposures or foreign exchange spot and forward contracts, and notes receivable,
		arising or acquired in the ordinary course of business and in Hedging
		Contracts;

	  

	 (c)  the
		Company may make or commit to make any loan or advance or purchase any
		securities constituting a Restricted Payment permitted by Section
		11.7;


	  

	 (d)  if in
		the reasonable judgment of the Company, any customer is deemed to be in a
		reorganization or unable to make a timely cash payment on Indebtedness or other
		obligations of such customer owing to it, each of the Company and its
		Subsidiaries may invest or commit to invest in securities issued by such
		customer or any Affiliate thereof (other than any Affiliate of the Company) in
		lieu of cash payment; provided,
		however, that
		the Company or such Subsidiary, as the case may be, has paid no new
		consideration (other than forgiveness of Indebtedness or other obligations)
		therefor;

	  

	 
		 
	 

	 
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	 (e)  each of
		the Company and its Subsidiaries may make or commit to make Investments;
		provided,
		however, that
		(i) no Default or Event of Default has occurred and is continuing at the time
		of such Investment (or would result therefrom) and (ii) the
		aggregate Investment Consideration (excluding any such consideration paid with
		the proceeds of, or Stock or Stock Equivalents issued pursuant to, an Equity
		Offering and as reduced by the amount equal to the Net Proceeds received by the
		Company and its Subsidiaries from any Net Proceeds Event on account of any
		Resale Transaction with respect to any such Investment) with respect to all
		such Investments made after the date hereof pursuant to this Section
		11.8(e) plus
		Contingent Obligations incurred after the date hereof pursuant to Section
		11.4(f) by
		virtue of this Section
		11.8(e) plus
		Intercompany Investments made after the date hereof pursuant to Section
		11.8(j)(iii)(z) does
		not exceed $50,000,000
		at any one time outstanding;


	  

	 (f)  each of
		the Company and its Subsidiaries may make or commit to make loans to officers
		and directors of the Company and its Subsidiaries in the ordinary course of
		business to the extent permitted by applicable law, in an aggregate principal
		amount which, in the aggregate with all then outstanding Contingent Obligations
		permitted by
		Section 11.4(g), does
		not exceed $7,000,000 at any one time outstanding from the Company and its
		Subsidiaries to all such officers and directors;

	  

	 (g)  the
		Company (and, in the case of clause
		(ii) below, the
		Company’s Domestic Subsidiaries) may make or commit to make investments in
		(i) open-market purchases of common stock of Revlon and (ii) any other
		investment available to highly compensated employees under any
		“excess
		401-(k) plan”
		of the Company (or any of its Domestic Subsidiaries, as applicable), in each
		case to the extent necessary to permit the Company (or such Domestic
		Subsidiary, as applicable) to satisfy its obligations under such
		“excess
		401-(k) plan”
		for highly compensated employees; provided,
		however, that
		the aggregate amount of such purchases and other investments under this
		Section
		11.8(g)
		together with any Restricted Payments made as permitted under
		Section 11.7(a)(iii) does
		not exceed $8,000,000 in any calendar year (including calendar year 2006) and
		(ii) amounts available pursuant to this Section
		11.8(g) to be
		utilized for investments during any year which are not utilized during such
		year may be carried forward and utilized in any succeeding year;

	  

	 (h)  subject
		to the limitations set forth in Section
		11.7(a)(iii), each of
		the Company and its Subsidiaries may make or commit to make investments from
		time to time in connection with the transactions contemplated by Section
		11.7(a)(iii);


	  

	 (i)  each of
		the Company and its Subsidiaries may make or commit to make Permitted
		Acquisitions;

	 
		
		  (j)  each of
		  the Company and its Subsidiaries may make or commit to make any advance, loan,
		  extension of credit or capital contribution to, or purchase any Stock or Stock
		  Equivalents, bonds, notes, debentures or other securities of, or make any other
		  investment in, any of the Company (except for any Stock, Stock Equivalents or
		  bonds, notes, debentures or other securities or other Indebtedness, other than
		  intercompany Indebtedness incurred in the ordinary course of business, of the
		  Company) or any Subsidiary (each an “Intercompany
		  Investment”);
		  provided,
		  however, that
		  with respect to any Intercompany Investment made after the date hereof by the
		  Company or any Domestic Subsidiary in any Subsidiary that is not a Guarantor,
		  (i) such Intercompany Investment shall only be made in the ordinary course of
		  business or consistent with past practice, (ii) if such Intercompany Investment
		  is made in cash as an advance, loan or other extension of credit, such
		  Intercompany Investment shall be evidenced by an intercompany note which, in
		  the case of any such note held by the Company or any Subsidiary Guarantor,
		  shall be
		

	 

	 
		 
	 

	 
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		promptly pledged to the Collateral Agent, for the benefit of the Secured
		Parties, pursuant to the relevant Security Documents and (iii) if such
		Intercompany Investment is made in cash as a capital contribution, such
		Intercompany Investment shall only be made in a Foreign Subsidiary (w) in an
		aggregate amount such that after giving effect thereto, such Foreign Subsidiary
		(A) is in compliance with all material Requirements of Law applicable to it
		with respect to capitalization, (B) has sufficient capital with which to
		conduct its business in accordance with past practice and (C) is not
		undercapitalized to such an extent that, solely as a result of such
		undercapitalization, any creditor of such Foreign Subsidiary would be deemed
		under the laws of any relevant jurisdiction to owe a fiduciary duty to any
		other creditor of such Foreign Subsidiary, (x) to the extent that on the date
		of such contribution, the cash contributed to the capital of the applicable
		Foreign Subsidiary, if loaned or advanced through an intercompany loan
		evidenced by a note, would either (A) not cause the Company or the Domestic
		Subsidiary of the Company acquiring such note to be deemed to be doing business
		in any jurisdiction outside of the United States or otherwise subject to
		taxation or regulation in such jurisdiction or (B) not require the Foreign
		Subsidiary issuing such note to withhold from any payment made in respect
		thereof any amount now or hereafter imposed, levied, collected or assessed by
		any relevant jurisdiction, or any political subdivision or taxing authority
		thereof or therein, (y) in connection with any sale, transfer or other
		disposition of capital stock or other equity interests or assets of such
		Foreign Subsidiary permitted hereunder, to the extent that the aggregate amount
		of such capital contribution does not exceed the aggregate amount outstanding
		of any Indebtedness and other obligations of such Foreign Subsidiary owing to
		the Company or any of its Domestic Subsidiaries that was in each case created
		or otherwise incurred on or prior to the date of such sale, transfer or other
		disposition and which Indebtedness and other obligations are outstanding
		immediately prior to such sale, transfer or other disposition or (z)
		in
		connection with the formation or organization of such Foreign Subsidiary, to
		the extent that the amounts expended after the date hereof pursuant to this
		Section
		11.8(j)(iii)(z) plus
		amounts expended after the date hereof pursuant to Section
		11.8(e) plus
		Contingent Obligations incurred after
		the date hereof pursuant to Section
		11.4(f) by
		virtue of Section
		11.8(e) do not
		exceed $50,000,000 at any one time outstanding;
		and
	 

	 (k)  each of
		the Company and its Subsidiaries may make or commit to make Investments in
		Permitted Joint Ventures; provided,
		however, that
		(i) no Default or Event of Default has occurred and is continuing at the time
		of such Investment (or would result therefrom) and (ii) the aggregate
		Investment Consideration (excluding
		any such consideration paid with the proceeds of, or Stock or Stock Equivalents
		issued pursuant to, an Equity Offering and as
		reduced by the amount equal to the Net Proceeds received by the Company and its
		Subsidiaries from any Net Proceeds Event on account of any Resale Transaction
		with respect to any such
		Investment)
		with respect to all such Investments made
		pursuant to this clause (k) does
		not exceed $50,000,000 at any one time outstanding; provided,
		further, that
		none of the Company or any of its Subsidiaries shall commit to make any such
		Investment unless such Investment is then permitted hereunder.

	  

	 Section
		11.9  Limitation
		on Payments on Account of Debt; Synthetic Purchase
		Agreements. The
		Company will not, and will not permit any of its Subsidiaries to:

	 
		
		  (a)  amend,
		  waive, supplement or otherwise modify in any material respect (including
		  without limitation, amendments of the interest rate or payment terms thereof)
		  (i) any Indenture or any agreement governing the Subordinated Notes or any
		  agreement governing any refinancing Indebtedness of the Indentures or the Term
		  Loans incurred pursuant to Section
		  11.2(b), if the
		  proposed amendment, waiver or supplement is adverse to the Lenders, (ii) any
		  agreement governing the M&F Loans on terms and conditions (taken as whole)
		  unless such amendment, waiver, supplement or modification is no less favorable
		  to the Company or the
		

	 

	 
		 
	 

	 
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		 Lenders
		than the terms and conditions of the M&F Loans as in effect on the Closing
		Date (taken as a whole), (iii) any Indebtedness permitted pursuant to
		Section
		11.2(o), if the
		proposed amendment, waiver or supplement is adverse to the Lenders or (iv) any
		other Indebtedness not permitted pursuant to the terms of this Agreement as in
		effect on the date hereof but entered into with the consent of the Required
		Lenders, if the proposed amendment, waiver or supplement is adverse to the
		Lenders;
	 

	 (b)  amend,
		waive, supplement or otherwise modify any Capital Contribution
		Note;

	  

	 (c)  directly
		or indirectly, defease, or make or commit to make any optional prepayment of,
		or otherwise repurchase, any of its Indebtedness, except:

	  

	 (i)  Indebtedness
		under this Agreement;

	  

	 (ii)  Indebtedness
		which is permitted by paragraphs
		(c),
		(d),
		(f),
		(g) through
		(m) and
		(o) through
		(q) of
		Section
		11.2;


	  

	 (iii)  Indebtedness
		which is permitted by paragraph
		(b) of
		Section
		11.2 with
		proceeds of any refinancing of such Indebtedness pursuant to Sections
		11.2(b),
		11.2(i) or
		11.2(o) or with
		proceeds of any Capital Contribution that do not constitute a Cure Amount or an
		Existing Credit Agreement Cure Amount; provided, that
		in the case of any refinancing with Indebtedness pursuant to Section
		11.2(o), such
		refinancing Indebtedness matures at least six months after the Term Loan
		Maturity Date;

	  

	 (iv)  Indebtedness
		(including, without limitation, Indebtedness which is permitted under
		Section
		11.2(b)) in an
		aggregate amount not to exceed the amount of Excess Cash Flow in any fiscal
		year not required to be applied as a mandatory prepayment of the Term Loans
		pursuant to Section
		7.3(a);
		provided,
		however, that
		the prepayment required by Section
		7.3(a) with
		respect to such fiscal year has been made;
		

	  

	 (v)  Indebtedness
		(including,
		without limitation, Indebtedness which is permitted under Section
		11.2(b))
		that is
		repaid with the proceeds of Equity Offerings by Revlon; and

	  

	 (vi)  additional
		Indebtedness (including,
		without limitation, Indebtedness which is permitted under Section
		11.2(b))
		in an
		aggregate principal amount, together with the aggregate amount of all
		Restricted Payments made pursuant to Section
		11.7(a)(v), not to
		exceed the sum of (x) $15,000,000 and (y) the portion, if any, of Capital
		Contributions received by the Company that are not used to defease, prepay or
		otherwise repurchase the principal amount of any Indebtedness under the
		Subordinated Notes Indenture; and

	  

	 (d)  enter
		into or be party to, or make any payment under, any Synthetic Purchase
		Agreement.

	 
		
		  Section
		  11.10  Limitation
		  on Transactions with Affiliates. The
		  Company will not, and will not permit any of its Subsidiaries to, (a) engage in
		  any transaction with any Affiliate of the Company, except upon terms no less
		  favorable to the Company or such Subsidiary, as the case may be, than it would
		  obtain in a comparable arm’s length transaction with a Person not an
		  Affiliate, or (b) sell, transfer, convey, assign or otherwise dispose of any
		  material asset to any Affiliate of the Company; provided,
		  however, that
		  nothing contained in this Section
		  11.10
		  shall
		

	 

	 
		 
	 

	 
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		prohibit (x) the Company from making Restricted Payments permitted by
		Section
		11.7, (y)
		the Company or any of its Subsidiaries from engaging in any transaction
		pursuant to and in accordance with the Occupancy Agreement, dated as of June 1,
		2001, between M&FG and the Company, as amended by Amendments thereto dated
		as of October 14, 2003 and June 14, 2004 and (z) payments required to be made
		by the Company with respect to its obligations under the Company Tax Sharing
		Agreement.
	 

	 Section
		11.11  Hazardous
		Materials. The
		Company will not, and will not permit any of its Subsidiaries to, cause or
		knowingly permit any of the Mortgaged Properties or any other of its assets to
		be used to generate, manufacture, refine, transport, treat, store, handle,
		dispose, transfer, produce or process Hazardous Materials, except in compliance
		in all respects with all applicable Environmental Laws and in a manner that
		would not reasonably be expected to result in a liability under any applicable
		Environmental Laws, nor release, discharge, dispose of or permit or suffer any
		release or disposal as a result of any act or omission on its part, or on the
		part of any tenant or subtenant, of Hazardous Materials onto any such property
		or asset in violation of any Environmental Law or in a manner that would
		reasonably be expected to result in a liability under any applicable
		Environmental Laws, except where such non-compliance or liability would not be
		reasonably likely to have a Material Adverse Effect.

	  

	 Section
		11.12  Accounting
		Changes.
		(a) The
		Company will not, and will not permit any of its Subsidiaries to, make or
		permit to be made any change in accounting policies affecting the presentation
		of financial statements or reporting practices from those employed by the
		Company in the audited financial statements contained in its Annual Report on
		Form 10-K for its fiscal year ended December 31, 2005, unless (i) such changes
		are required or permitted by GAAP, (ii) such changes are disclosed to the
		Lenders through the Administrative Agent or otherwise and (iii) if requested by
		the Administrative Agent, relevant prior financial statements are reconciled
		(in form and detail reasonably satisfactory to the Administrative Agent) to
		show comparative results and reconciliations.

	  

	 (b)  Notwithstanding
		anything to the contrary contained herein, compliance with Section
		11.1 shall
		be determined based upon GAAP as in effect as of the date of, and as used in,
		the preparation of the audited consolidated financial statements of the Company
		and its Subsidiaries for the fiscal year ended December 31, 2005.

	  

	 Section
		11.13  Limitation
		on Negative Pledge Clauses.
		The
		Company will not, and will not permit any of its Subsidiaries to, enter into
		any agreement (other than the Loan Documents and
		documents related to the M&F Loans or the
		Existing Credit Agreement or
		any
		permitted
		refinancing thereof) with any Person which prohibits or limits the ability of
		the Company or any of its Subsidiaries to create, incur, assume or suffer to
		exist any Lien securing the Payment Obligations upon any of its properties,
		assets or revenues, whether now owned or hereafter acquired; provided,
		however, that
		any of the Company and its Subsidiaries may enter into any such agreement to
		the extent that such agreement is in connection with a Lien permitted by
		paragraph (c),
		(d),
		(f),
		(h),
		(j),
		(k),
		(m),
		(n),
		(o),
		(p),
		(q) or
		(r) of
		Section
		11.3 and any
		such prohibitions or limitations apply only to the property encumbered by such
		Lien.


	 
		
		  Section
		  11.14  Amendment
		  of Company Tax Sharing Agreement. The
		  Company will not, and will not permit any of its Subsidiaries to, amend,
		  modify, change, waive, cancel or terminate any term or condition of the Company
		  Tax Sharing Agreement in a manner adverse to the interests of the Company or
		  the Lenders without the prior written consent of the Required Lenders.
		

	 

	 
		 
	 

	 
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	 Section
		11.15  Limitations
		on Restrictions on Subsidiary Distributions. The
		Company shall not, and shall not permit any of its Subsidiaries to, agree to
		enter into or suffer to exist or become effective any consensual encumbrance or
		restriction of any kind on the ability of such Subsidiary to pay dividends or
		make any other distribution or transfer of funds or assets or make loans or
		advances to or other investments in, or pay any Indebtedness owed to, the
		Company or any other Subsidiary of the Company, except (i) pursuant to the Loan
		Documents and the Existing Credit Agreement and any permitted refinancing
		thereof, (ii) any agreements governing purchase money Indebtedness or Capital
		Lease Obligations permitted by Section
		11.2(l) (in
		which latter case, any prohibition or limitation shall only be effective
		against the assets financed thereby) and (iii) pursuant to any agreement
		relating to a disposition of property of the Company or any Subsidiary
		permitted under this Agreement, to the extent such restrictions restrict the
		transfer of the property subject to such agreement.

	  

	 Section
		11.16  Limitation
		on Activities of RPH.
		Notwithstanding anything to the contrary in this Agreement or any other Loan
		Document, the Company shall not cause or permit RPH to (a) conduct, transact or
		otherwise engage in, or commit to conduct, transact or otherwise engage in, any
		business or operations, (b) incur, create, assume or suffer to exist any
		Indebtedness or other liabilities or financial obligations or (c) own, lease,
		manage or otherwise operate any properties or assets (including cash and Cash
		Equivalents), in each case, other than (i) those incidental to RPH’s
		ownership and licensing of the Intellectual Property transferred to it in
		connection with the Company’s disposition of its professional products
		business and (ii) nonconsensual obligations imposed by Requirement of Law and
		obligations with respect to its capital stock.

	  

	 Section
		11.17  Prohibition
		on Speculative Hedging Transactions. The
		Company shall not, and shall not permit any of its Subsidiaries to, engage in
		any speculative transaction involving Hedging Contracts, except as expressly
		permitted under this Agreement and for the sole purpose of hedging in the
		ordinary course of business.

	  

	 
		ARTICLE
		  XII  
 

	  

	 EVENTS
		OF DEFAULT

	  

	 Section
		12.1  Events
		of Default. Upon
		the occurrence and during the continuance of any of the following
		events:

	  

	 (a)  Payments.
		Failure by the Company to pay any principal of any Loan or Note, when due in
		accordance with the terms thereof and hereof; or failure by the Company to pay
		any interest on any Loan or Note, within five days after the date when due in
		accordance with the terms thereof and hereof or any fee or other amount payable
		in connection with any Loan Document within five days after the date when due;
		or

	  

	 (b)  Representations
		and Warranties. Any
		representation or warranty made or deemed made by the Company or any other Loan
		Party in any Loan Document or which is contained in any certificate or
		financial statement furnished at any time under or in connection herewith or
		therewith shall prove to have been incorrect, false or misleading in any
		material respect on or as of the date when made or deemed to have been made;
		or

	  

	 (c)  Certain
		Covenants.


	  

	 (i)  [Intentionally
		omitted.] 

	 
		 
	 

	 
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	 (ii)  Default
		by any Loan Party in the observance or performance of any negative covenant or
		agreement contained in Article
		XI;
		or

	  

	 (iii)  Default
		by any Loan Party in the observance of any covenant or agreement contained in
		Sections
		 10.4
		(with
		respect to the first sentence thereof) or 10.7(a);
		or

	  

	 (d)  Other
		Covenants.
		Default by any Loan Party in the observance or performance of any other
		covenant or agreement contained or incorporated by reference in this Agreement
		or any other Loan Document and the continuance of such default unremedied for a
		period of 15 days; or

	  

	 (e)  Effectiveness
		of the Security Documents. On or
		after the Closing Date and subject to Section
		10.16, (i)
		for any reason (other than any act on the part of any Agent or any Lender) any
		Security Document ceases to be or is not in full force and effect or any of the
		Liens intended to be created by any Security Document ceases to be or is not a
		valid and perfected Lien having the priority contemplated thereby with respect
		to Collateral having an aggregate fair market value in excess of $1,000,000 or
		(ii) the Company, or any other Loan Party shall assert in writing that any
		Security Document has ceased to be or is not in full force and effect;
		or

	  

	 (f)  Cross
		Default. Any of
		Revlon or any of its Subsidiaries shall Cross Default;

	  

	 (g)  Control
		Persons. (i)
		Any Person (or group of Persons acting in concert), other than Ronald O.
		Perelman or, in the event of his incompetence or death, his estate, heirs,
		executor, administrator, committee or other personal representative and his (or
		any of their) Affiliates (without giving effect to clause
		(a) of the
		definition thereof) (collectively, “ROP”),
		shall “control”
		the Company, as such term is used in Rule 405 promulgated under the Securities
		Act of 1933, as amended, or (ii) in the event that ROP ceases to so
		“control”
		the Company, any other Person (or group of Persons acting in concert) shall
		own, directly or indirectly, equity interests representing more than 35% of the
		total voting power represented by the issued and outstanding equity interests
		of the Company then entitled to vote in the election of the Board of Directors
		of the Company, or (iii) the Continuing Directors shall cease to constitute at
		least a majority of the board of directors of the Company; or

	  

	 (h)  Ownership. Revlon
		shall at any time for any reason cease to be the beneficial and record owner of
		100% of the outstanding shares of capital stock and other equity interests of
		the Company; or

	  

	 (i)  Default
		under Company Tax Sharing Agreement. At any
		time, any party (other than the Company or any of its Subsidiaries) shall
		default in its payment obligations under the Company Tax Sharing Agreement;
		or

	 
		
		  (j)  Commencement
		  of Bankruptcy or Reorganization Proceeding. (i)
		  Revlon, the Company or any of its Subsidiaries shall commence any case,
		  proceeding or other action (A) under any existing or future law of any
		  jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
		  reorganization or relief of debtors, seeking to have an order for relief
		  entered with respect to it, or seeking to adjudicate it as bankrupt or
		  insolvent, or seeking reorganization, arrangement, adjustment, wind-up,
		  liquidation, dissolution, composition or other relief with respect to it or its
		  debts, or (B) seeking appointment of a receiver, trustee, custodian or other
		  similar official for it or for all or any substantial part of its assets; or,
		  (ii) there shall be 
		

	 

	 
		 
	 

	 
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		commenced
		against Revlon, the Company or any of its Subsidiaries any such case,
		proceeding or other action referred to in clause
		(i) of this
		paragraph
		(j) which
		results in the entry of an order for relief or any such adjudication or
		appointment remains undismissed, undischarged or unbonded for a period of 60
		days; provided,
		however, that
		the Company, for itself and as agent for each of its Subsidiaries, hereby
		expressly authorizes each Agent and each Lender to appear in any court
		conducting any such case, proceeding or other action during such 60-day period
		to preserve, protect and defend their rights under the Loan Documents; or (iii)
		there shall be commenced against Revlon, the Company or any of its Subsidiaries
		any case, proceeding or other action seeking issuance of a warrant of
		attachment, execution, distraint or similar process against all or any
		substantial part of its assets which results in the entry of an order for any
		such relief which shall not have been vacated, discharged, or stayed or bonded
		pending appeal within 60 days from the entry thereof; or (iv) Revlon, the
		Company or any of its Subsidiaries shall take any action authorizing, or in
		furtherance of, or indicating its consent to, approval of, or acquiescence in,
		any of the acts set forth above in this paragraph
		(j); or (v)
		Revlon, the Company or any of its Subsidiaries shall generally not, or shall be
		unable to, or shall admit in writing its inability to, pay its debts as they
		become due; or
	 

	  

	 (k)  Material
		Judgments. (i)
		One or more judgments or decrees shall be entered against the Company or any of
		its Subsidiaries involving in the aggregate a liability of $5,000,000 or more
		or any judgment or decree shall be entered against Revlon in excess of
		$20,000,000 (or, in each case, with respect to any other currency, the
		Equivalent thereof) and all such judgments or decrees shall not have been
		vacated, stayed, satisfied, discharged or bonded (or, if available subject to
		the foreign equivalent thereof) pending appeal within 60 days from the entry
		thereof (provided that no Event of Default shall arise under this Section
		12.1(k) as a
		result of any such judgment or decree to the extent that (x) it is covered by a
		valid policy of insurance covering payment thereof which has been provided by
		an Eligible Insurer and (y) such Eligible Insurer has been notified of, and has
		not disputed the claim made for payment of, the amount of such judgment or
		decree) or (ii) any non-monetary judgment or order shall be rendered against
		the Company or any of its Subsidiaries that is reasonably likely to have a
		Material Adverse Effect, and in the case of either clause
		(i) or
		(ii), there
		shall be any period of 10 consecutive days during which a stay of enforcement
		of such judgment or order, by reason of a pending appeal or otherwise, shall
		not be in effect unless such judgment or order shall have been vacated,
		satisfied, discharged or bonded (or, if available subject to the foreign
		equivalent thereof) pending appeal; or

	  

	 
		
		  (l)  ERISA. (i)
		  Any Person shall engage in any “prohibited transaction” (as defined
		  in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii)
		  any “accumulated funding deficiency” (as defined in Section 302 of
		  ERISA), whether or not waived, shall exist with respect to any Plan or, for
		  years for which funding requirements are governed by the Pension Protection Act
		  of 2006, any failure to satisfy the applicable minimum funding standard under
		  Section 412(a)(2) of the Code, whether or not waived, shall exist with respect
		  to any Plan, (iii) a Reportable Event shall occur with respect to, or
		  proceedings shall commence to have a trustee appointed, or a trustee shall be
		  appointed, to administer or to terminate, any Single Employer Plan, which
		  Reportable Event or commencement of proceedings or appointment of a trustee is,
		  in the reasonable opinion of the Required Lenders, likely to result in the
		  termination of such Plan for purposes of Title IV of ERISA, (iv) any Single
		  Employer Plan shall terminate for purposes of Title IV of ERISA, (v) the
		  Company or any Commonly Controlled Entity of the Company shall, or in the
		  reasonable opinion of the Required Lenders is likely to, incur any liability in
		  connection with a withdrawal from, or the Insolvency or Reorganization of, a
		  Multiemployer Plan or (vi) any other event or condition shall occur or exist,
		  with respect to a Plan; and in each case in clauses (i) through (vi) above,
		  such event or condition, together with all 
		

	 

	 
		 
	 

	 
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		other
		such events or conditions, if any, would be reasonably likely to have a
		Material Adverse Effect; or
	 

	  

	 (m)  Matters
		Relating to Subordinated and Other Indebtedness. On or
		after the Closing Date, (i) if for any reason (other than any act on the part
		of any Agent or any Lender) (A) any Affiliate Subordination Letter then
		required to be delivered by an Affiliate pursuant to the terms of this
		Agreement shall cause to be or shall not be in full force and effect or (B) any
		Affiliate which is party to an Affiliate Subordination Letter shall assert in
		writing that the Affiliate Subordination Letter to which it is a party has
		ceased to be or is not in full force and effect or (ii) any Subordinated Notes
		or other Indebtedness (other than trade credit in the ordinary course of
		business and any Capital Contribution Note) of the Company or any of its
		Subsidiaries shall be held by (or otherwise owing to) any Affiliate of the
		Company (other than officers and directors of the Company) if such Affiliate
		has not executed and delivered an agreement substantially in the form of the
		Affiliate Subordination Letter within ten Business Days following the
		acquisition of such Indebtedness by such Affiliate; provided,
		however, that
		an Affiliate Subordination Letter shall not be required to be delivered with
		respect to (i) trade credit in the ordinary course of business, (ii) any
		Capital Contribution Note, (iii) any M&F Loan, (iv) any Indebtedness
		permitted under Section
		11.2(o) or (v)
		any Indebtedness of the Company or any of its Subsidiaries of a class that is
		publicly held or issued pursuant to a Rule 144A offering, including
		Indebtedness issued pursuant to an Indenture; or

	  

	 (n)  Additional
		Subsidiaries. Revlon
		shall create or otherwise have any direct Subsidiary other than the Company;
		or

	  

	 (o)  Capital
		Contributions. Revlon
		shall fail to promptly (and in any event within five Business Days following
		receipt by it of the applicable Net Proceeds) make Capital Contributions to the
		Company in an amount equal to 100% of the Net Proceeds of any Equity Offering
		(other than amounts which are applied by Revlon to repurchase, repay, defease
		or redeem any Subordinated Notes, Existing Senior Notes, Multi-Currency Loans
		(with a corresponding reduction of the revolving commitments under the Existing
		Credit Agreement) or other Indebtedness for borrowed money of the Company
		scheduled to mature on or prior to the Term Loan Maturity Date, which
		Indebtedness so purchased is substantially concurrently contributed by Revlon
		to the capital of the Company or transferred in exchange for Stock of the
		Company); or

	  

	 (p)  Revlon
		Operations. Revlon
		shall have any meaningful assets (other than any Capital Contribution Notes or
		rights with respect to the M&F Investment Agreement, the Company Tax
		Sharing Agreement and the Stockholders Agreement) or Indebtedness (other than
		(w) Indebtedness the Net Proceeds of which are applied to prepay the Term Loans
		to the extent required by Section
		7.3(b)(i) or to
		repay Multi-Currency Loans under the Existing Credit Agreement with a
		corresponding reduction of the revolving credit commitments thereunder, (x)
		Indebtedness of the type contemplated by clause
		(i) of the
		definition of such term, (y) Indebtedness in respect of the Guaranty and (z)
		Indebtedness in respect of the Indentures or other permitted Indebtedness of
		the Company) or shall conduct any meaningful business, other than (i) its
		ownership of the Company and (ii) such activities as are customary for a
		publicly traded holding company which is not itself an operating company;
		or

	  

	 (q)  M&F
		Loans. Any
		M&F Lender shall have failed to fund any binding commitments by such
		M&F Lender under any agreement governing any M&F Loan, which request
		shall be sent promptly to the Administrative Agent pursuant to Section
		10.2(f) hereof;
		or

	 
		 
	 

	 
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	 (r)  [intentionally
		omitted]

	  

	 (s)  Subordinated
		Notes. The
		Subordinated Notes or the guarantees thereof (or any refinancing Indebtedness
		of the Subordinated Notes incurred pursuant to Section 11.2(b)(vi)(A)) shall
		cease, for any reason, to be validly subordinated to the Payment Obligations as
		provided in the Subordinated Note Indenture (or the agreement governing such
		refinancing Indebtedness) or the trustee in respect of the Subordinated Notes
		(or the agreement governing such refinancing Indebtedness) or the holders of at
		least 25% in aggregate principal amount of the Subordinated Notes (or such
		refinancing Indebtedness) shall so assert; or

	  

	 (t)  Additional
		Equity Offerings. (i)
		The aggregate commitments by the M&F Lenders to provide the M&F Loans
		to the Company (whether such commitments are funded or unfunded) shall be less
		than $87,000,000 at any time during the period from the date hereof to the date
		on which Revlon shall have consummated one or more Equity Offerings after the
		date hereof generating at least $75,000,000 in gross proceeds and made Capital
		Contributions to the Company in an amount equal to the Net Proceeds in respect
		thereof, other than amounts which are applied by Revlon to repurchase, repay,
		defease or redeem any Subordinated Notes, Existing Senior Notes, Multi-Currency
		Loans (with a corresponding reduction of the revolving commitments under the
		Existing Credit Agreement) or other Indebtedness for borrowed money of the
		Company scheduled to mature on or prior to the Term Loan Maturity Date
		(provided that no such Equity Offering shall be required hereunder), or (ii)
		the Company shall fail to apply any Capital Contributions referred to in clause
		(i) above promptly after its receipt thereof to repurchase, repay, defease or
		redeem any Subordinated Notes, Existing Senior Notes or other Indebtedness for
		borrowed money of the Company scheduled to mature on or prior to the Term Loan
		Maturity Date, including, without limitation, repayment of Term Loans and
		repayment of any outstanding revolving loans under the Existing Credit
		Agreement without any corresponding permanent reduction in the aggregate
		commitment thereunder;

	  

	 then,
		and in any such event, (x) if such event is an Event of Default specified in
		clause
		(i), (ii) or
		(iii) of
		paragraph
		(j) of this
		Section
		12.1 with
		respect to any Loan Party, automatically the Term Loan Commitments shall
		immediately terminate and the Loans hereunder (with accrued interest thereon)
		and all other amounts owing under this Agreement and the Notes, and (y) if such
		event is any other Event of Default, with the consent of the Required Lenders,
		the Administrative Agent may, or upon the request of the Required Lenders, the
		Administrative Agent shall, by notice to the Company, declare all or any part
		of the Term Loans (with accrued interest thereon) and any other amounts owing
		under this Agreement to the Lenders and the Term Loan Notes to be due and
		payable forthwith, whereupon the same shall immediately become due and payable.
		In addition to the remedies set forth above, the Administrative Agent may
		direct the Collateral Agent to exercise any remedies provided for by the
		Security Documents in accordance with the terms thereof or any other remedies
		provided by applicable law.

	  

	 Except
		as expressly provided above in this Section
		12.1,
		presentment, demand, protest and all other notices of any kind are hereby
		expressly waived.

	  

	 Section
		12.2  Right
		to Cure.
		 


	 
		
		  (a)  Notwithstanding
		  anything to the contrary contained in Section
		  12.1(c)(ii), in the
		  event that the Company fails to comply with the requirements of the covenant
		  set forth in Section
		  11.1 for any
		  period, at any time on or before the
		  tenth day after the date of delivery of a Notice of Intent to Cure by the
		  Company to the Administrative Agent pursuant to Section
		  10.2(b), the
		  Company shall have the right (the “Cure
		  Right”)
		  to issue Permitted Cure Securities to Revlon
		

	 

	 
		 
	 

	 
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		 for
		cash or otherwise receive Capital Contributions in cash from Revlon, and upon
		the receipt by the Company of such cash (the “Cure
		Amount”),
		the covenant set forth in Section
		11.1 shall
		be recalculated, giving effect to a pro forma increase to EBITDA in accordance
		with the definition thereof for the fiscal
		quarter for
		which such Cure Right was exercised in an
		amount equal to such Cure Amount (and
		such increase shall be included in each period that includes such fiscal
		quarter);
		provided,
		however, that
		such pro forma adjustment to EBITDA shall be given solely for the purpose of
		determining the existence of a Default or an Event of Default under the
		covenant set forth in Section
		11.1 with
		respect to any period that includes the fiscal quarter for which such Cure
		Right was exercised and not for any other purpose under any Loan
		Document.
	 

	  

	 (b)  If,
		after the exercise of the Cure Right and the recalculations pursuant to
		clause
		(a) above,
		the Company shall then be in compliance with the requirements of the covenant
		set forth in Section
		11.1 for
		such fiscal quarter, the Company shall be deemed to have satisfied the
		requirements
		of the
		covenant set forth in Section
		11.1 as of
		the relevant date of determination with the same effect as though there had
		been no failure to comply therewith at such date, and the applicable Default or
		Event of Default under Section
		12.1(c)(ii) that
		had occurred shall be deemed cured; provided,
		however, that
		(i) the Company may not exercise the Cure Right more than two times in any four
		fiscal quarter period, (ii) with respect to any exercise of the Cure Right, the
		Cure Amount shall be no greater than the amount required to cause the Company
		to be in compliance with Section
		11.1 and
		(iii) to the extent that the Cure Amount proceeds are used to repay
		Indebtedness, such Indebtedness shall not be deemed to have been repaid for
		purposes of calculating the covenant in Section
		11.1 for the
		period with respect to which such Cure Amount applies.

	  

	 
		ARTICLE
		  XIII
 

	  

	 THE
		AGENTS

	  

	 Section
		13.1  Authorization
		and Action.


	  

	 (a)  Each
		Lender hereby appoints Citicorp as the Administrative Agent hereunder and each
		Lender authorizes the Administrative Agent to take such action as agent on its
		behalf and to exercise such powers under this Agreement and the other Loan
		Documents as are delegated to the Administrative Agent under such agreements
		and to exercise such powers as are reasonably incidental thereto. Without
		limiting the foregoing, each Lender hereby authorizes the Administrative Agent
		to execute and deliver, and to perform its obligations under, each of the Loan
		Documents to which the Administrative Agent is a party, to exercise all rights,
		powers and remedies that the Administrative Agent may have under such Loan
		Documents.

	  

	 (b)  Each
		Lender hereby acknowledges the appointment of Citicorp as the Collateral Agent,
		and hereby authorizes the Collateral Agent to take such action as agent on its
		behalf and to exercise such powers, as set forth in the Intercreditor
		Agreement.

	 
		
		  (c)  As to
		  any matters not expressly provided for by this Agreement and the other Loan
		  Documents (including enforcement or collection), the Agents shall not be
		  required to exercise any discretion or take any action, but shall be required
		  to act or to refrain from acting (and shall be fully protected in so acting or
		  refraining from acting) upon the instructions of (i) in the case of the
		  Administrative Agent, the Required Lenders (or, where required by the express
		  terms of this Agreement, a greater proportion of the Lenders), and such
		  instructions shall be binding upon each Lender, and (ii) in the case of the
		  Collateral Agent, as set forth in the Intercreditor Agreement, and such
		  instructions shall be binding upon each Lender (in each case, 
		

	 

	 
		 
	 

	 
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		subject
		to any limitations imposed thereon in the Intercreditor Agreement);
		provided,
		however, that
		no Agent shall be required to take any action that (i) such Agent in good faith
		believes exposes it to personal liability unless such Agent receives an
		indemnification satisfactory to it from the applicable Lenders with respect to
		such action or (ii) is contrary to this Agreement or any Requirement of Law.
		Each Agent agrees to give to each applicable Lender prompt notice of each
		notice given to it by any Loan Party pursuant to the terms of this Agreement or
		the other Loan Documents.
	 

	 (d)  In
		performing its functions and duties hereunder and under the other Loan
		Documents, each Agent is acting solely on behalf of (i) the applicable Lenders
		and in the case of the Collateral Agent, the Secured Parties and its duties are
		entirely administrative in nature. No Agent assumes, or shall be deemed to have
		assumed, any obligation other than as expressly set forth herein and in the
		other Loan Documents or any other relationship as the agent, fiduciary or
		trustee of or for any Lender, Secured Party or holder of any other Payment
		Obligation. Each Agent may perform any of their duties under any Loan Document
		by or through their agents or employees.

	  

	 (e)  The
		Arranger, the Syndication Agent and the Documentation Agent shall have no
		obligations or duties whatsoever in such capacities under this Agreement or any
		other Loan Document and shall incur no liability hereunder or thereunder in
		such capacities.

	  

	 Section
		13.2  Agents’
		Reliance, Etc. None
		of the Agents, any of their Affiliates or any of their respective directors,
		officers, agents or employees shall be liable for any action taken or omitted
		to be taken by it, him, her or them under or in connection with this Agreement
		or the other Loan Documents, except for its, his, her or their own gross
		negligence, bad faith or willful misconduct. Without limiting the foregoing,
		each of the Agents (a) may treat the payee of any Note as its holder until such
		Note has been assigned in accordance with Section
		14.6, (b)
		may rely on the Register to the extent set forth in
		Section 14.6, (c)
		may consult with legal counsel (including counsel to the Company or any other
		Loan Party), independent public accountants and other experts selected by it
		and shall not be liable for any action taken or omitted to be taken in good
		faith by it in accordance with the advice of such counsel, accountants or
		experts, (d) makes no warranty or representation to any Lender and shall not be
		responsible to any Lender for any statements, warranties or representations
		made by or on behalf of Revlon, the Company or any of the Company’s
		Subsidiaries in or in connection with this Agreement or any other Loan
		Document, (e) shall not have any duty to ascertain or to inquire either as to
		the performance or observance of any term, covenant or condition of this
		Agreement or any other Loan Document, as to the financial condition of the
		Company or any Loan Party or as to the existence or possible existence of any
		Default or Event of Default, (f) shall not be responsible to any Lender for the
		due execution, legality, validity, enforceability, genuineness, sufficiency or
		value of, or the attachment, perfection or priority of any Lien created or
		purported to be created under or in connection with, this Agreement, any other
		Loan Document or any other instrument or document furnished pursuant hereto or
		thereto and (g) shall incur no liability under or in respect of this Agreement
		or any other Loan Document by acting upon any notice, consent, certificate or
		other instrument or writing (which writing may be a telecopy or electronic
		mail) or any telephone message believed by it to be genuine and signed or sent
		by the proper party or parties.

	  

	 Section
		13.3  Posting
		of Approved Electronic Communications.


	 
		
		  (a)  Each of
		  the Lenders and the Company agrees, and the Company shall cause each Subsidiary
		  Guarantor to agree, that the Agents may, but shall not be obligated to, 

		

	 

	 
		 
	 

	 
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		make the
		Approved Electronic Communications available to the Lenders by posting such
		Approved Electronic Communications on IntraLinksTM or a substantially
		similar electronic platform chosen by the Agents to be their electronic
		transmission system (the “Approved
		Electronic Platform”).

	 

	 (b)  Although
		the Approved Electronic Platform and its primary web portal are secured with
		generally-applicable security procedures and policies implemented or modified
		by the Administrative Agent from time to time (including, as of the Closing
		Date, a dual firewall and a User ID/Password Authorization System) and the
		Approved Electronic Platform is secured through a single-user-per-deal
		authorization method whereby each user may access the Approved Electronic
		Platform only on a deal-by-deal basis, each of the Lenders and the Company
		acknowledges and agrees, and the Company shall cause each Subsidiary Guarantor
		to acknowledge and agree, that the distribution of material through an
		electronic medium is not necessarily secure and that there are confidentiality
		and other risks associated with such distribution. In consideration for the
		convenience and other benefits afforded by such distribution and for the other
		consideration provided hereunder, the receipt and sufficiency of which is
		hereby acknowledged, each of the Lenders and the Company hereby approves, and
		the Company shall cause each Subsidiary Guarantor to approve, distribution of
		the Approved Electronic Communications through the Approved Electronic Platform
		and understands and assumes, and the Company shall cause each Subsidiary
		Guarantor to understand and assume, the risks of such
		distribution.

	  

	 (c)  THE
		APPROVED ELECTRONIC COMMUNICATIONS AND THE APPROVED ELECTRONIC PLATFORM ARE
		PROVIDED “AS
		IS”
		AND “AS
		AVAILABLE”.
		NONE OF THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF ITS
		OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (THE
		“AGENT
		AFFILIATES”)
		WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF THE APPROVED ELECTRONIC
		COMMUNICATIONS AND THE APPROVED ELECTRONIC PLATFORM AND EACH EXPRESSLY
		DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC
		COMMUNICATIONS AND THE APPROVED ELECTRONIC PLATFORM. NO WARRANTY OF ANY KIND,
		EXPRESS, IMPLIED OR STATUTORY (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
		MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD
		PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS) IS MADE BY THE
		AGENT AFFILIATES IN CONNECTION WITH THE APPROVED ELECTRONIC COMMUNICATIONS OR
		THE APPROVED ELECTRONIC PLATFORM.

	  

	 (d)  Each of
		the Lenders and the Company agrees, and the Company shall cause each Subsidiary
		Guarantor to agree, that the Administrative Agent may, but (except as may be
		required by applicable law) shall not be obligated to, store the Approved
		Electronic Communications on the Approved Electronic Platform in accordance
		with the Administrative Agent’s generally-applicable document retention
		procedures and policies.

	 
		
		  Section
		  13.4  The
		  Agents Individually. With
		  respect to its Term Loan Commitment and Loans, the Administrative Agent and the
		  Collateral Agent, each in their individual capacity, shall each have and may
		  exercise the same rights and powers hereunder and is subject to the same
		  obligations and liabilities as and to the extent set forth herein for any other
		  Lender. The terms “Lenders”,
		  “Required
		  Lenders”,
		  and any similar terms shall, unless the context clearly otherwise indicates,
		  include, without limitation, the Administrative Agent and the Collateral Agent
		  in its individual capacity as a Lender or as one of the Required Lenders. The
		  
		

	 

	 
		 
	 

	 
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		Administrative
		Agent or Collateral Agent or any of their respective Affiliates may accept
		deposits from, lend money to, and generally engage in any kind of banking,
		trust or other business with, the Company and any Loan Party as if such Person
		were not acting as an Agent.
	 

	  

	 Section
		13.5  Lender
		Credit Decision. Each
		Lender acknowledges that it shall, independently and without reliance upon the
		Administrative Agent or any other Lender conduct its own independent
		investigation of the financial condition and affairs of the Company and each
		Loan Party in connection with the making and continuance of the Loans. Each
		Lender also acknowledges that it shall, independently and without reliance upon
		the Administrative Agent or any other Lender and based on such documents and
		information as it shall deem appropriate at the time, continue to make its own
		credit decisions in taking or not taking action under this Agreement and other
		Loan Documents.

	  

	 Section
		13.6  Indemnification. Each
		Lender agrees to indemnify each Agent and each of its Affiliates, and each of
		their respective directors, officers, employees, agents and advisors (to the
		extent not reimbursed by the Company), from and against such Lender’s
		Commitment Percentage of any and all liabilities, obligations, losses, damages,
		penalties, actions, judgments, suits, costs, expenses and disbursements
		(including fees, expenses and disbursements of financial and legal advisors) of
		any kind or nature whatsoever that may be imposed on, incurred by, or asserted
		against, such Agent or any of its Affiliates, directors, officers, employees,
		agents and advisors in any way relating to or arising out of this Agreement or
		the other Loan Documents or any action taken or omitted by such Agent under
		this Agreement or the other Loan Documents; provided,
		however, that
		no Lender shall be liable for any portion of such liabilities, obligations,
		losses, damages, penalties, actions, judgments, suits, costs, expenses or
		disbursements resulting from such Agent’s or such Affiliate’s gross
		negligence or willful misconduct. Without limiting the foregoing, each Lender
		agrees to reimburse each Agent promptly upon demand for its ratable share of
		any out-of-pocket expenses (including fees, expenses and disbursements of
		financial and legal advisors) incurred by such Agent in connection with the
		preparation, execution, delivery, administration, modification, amendment or
		enforcement (whether through negotiations, legal proceedings or otherwise) of,
		or legal advice in respect of its rights or responsibilities under, this
		Agreement or the other Loan Documents, to the extent that such Agent is not
		reimbursed for such expenses by the Company or another Loan Party.


	  

	 
		
		  Section
		  13.7  Successor
		  Agent.
		  Subject to the terms of this Section
		  13.7, the
		  Administrative Agent may resign at any time by giving written notice thereof to
		  the Lenders and the Company. Upon any such resignation, the Required Lenders
		  shall have the right to appoint a successor Administrative Agent. If no
		  successor Administrative Agent shall have been so appointed, and shall have
		  accepted such appointment, within 30 days after the retiring Administrative
		  Agent’s giving of notice of resignation, then the retiring Administrative
		  Agent may, on behalf of the Lenders, appoint a successor Administrative Agent
		  selected from among the Lenders. In either case, such appointment shall be
		  subject to the prior written approval of the Company (which approval may not be
		  unreasonably withheld or delayed and shall not be required upon the occurrence
		  and during the continuance of an Event of Default). Upon the acceptance of any
		  appointment as Administrative Agent by a successor Administrative Agent, such
		  successor Administrative Agent shall succeed to, and become vested with, all
		  the rights, powers, privileges and duties of the retiring Administrative Agent,
		  and the retiring Administrative Agent shall be discharged from its duties and
		  obligations under this Agreement and the other Loan Documents. Prior to any
		  retiring Administrative Agent’s resignation hereunder as Administrative
		  Agent, the retiring Administrative Agent shall take such action as may be
		  reasonably necessary to assign to the successor Administrative Agent its rights
		  as Administrative Agent under the Loan 
		

	 

	 
		 
	 

	 
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		Documents.
		After such resignation, the retiring Administrative Agent shall continue to
		have the benefit of this
		Article XIII as to
		any actions taken or omitted to be taken by it while it was Administrative
		Agent under this Agreement and the other Loan Documents. If no Lender has
		accepted appointment as a successor Administrative Agent within 30 days
		following a retiring Administrative Agent’s notice of resignation, the
		retiring Administrative Agent’s resignation shall nevertheless thereupon
		become effective, and the Required Lenders shall assume and perform all of the
		duties of the retiring Administrative Agent hereunder until such time, if any,
		as the Required Lenders appoint a successor agent as provided for
		above. The
		resignation and removal of the Collateral Agent shall be governed by the
		Intercreditor Agreement.
	 

	 Section
		13.8  Concerning
		the Collateral and the Security Documents.


	  

	 (a)  Each
		Lender agrees that any action taken by the Agent or the Required Lenders (or,
		where required by the express terms of this Agreement, a greater proportion of
		the Lenders) in accordance with the provisions of this Agreement or of the
		other Loan Documents, and the exercise by the Administrative Agent or the
		Required Lenders of the powers set forth herein or therein, together with such
		other powers as are reasonably incidental thereto, shall be authorized and
		binding upon all of the Lenders. Each Lender agrees that any action taken by
		the Collateral Agent in accordance with the provisions of this Agreement or of
		the other Loan Documents, and the exercise by the Collateral Agent of the
		powers set forth herein or therein, together with such other powers as are
		reasonably incidental thereto, shall be authorized and binding upon all of the
		Lenders and the other Secured Parties. Without limiting the generality of the
		foregoing, the Collateral Agent shall have the sole and exclusive right and
		authority to (i) act as the disbursing and collecting agent for the Lenders
		with respect to all payments and collections arising in connection with the
		Collateral and with the Security Documents, (ii) execute and deliver each
		Security Document and accept delivery of each such agreement delivered by
		Revlon, the Company or any of its Subsidiaries, (iii) act as collateral agent
		for the Lenders and the other Secured Parties for purposes of the perfection of
		all security interests and Liens created by such agreements and all other
		purposes stated therein; provided,
		however, that
		the Collateral Agent hereby appoints, authorizes and directs the Administrative
		Agent and each Lender to act as collateral sub-agent for the Administrative
		Agent, Collateral Agent, the Lenders and the other Secured Parties for purposes
		of the perfection of all security interests and Liens with respect to the
		Collateral, including any Deposit Accounts maintained by a Loan Party with, and
		cash and Cash Equivalents held by, the Administrative Agent and Lender, (iv)
		manage, supervise and otherwise deal with the Collateral, (v) take such action
		as is necessary or desirable to maintain the perfection and priority of the
		security interests and Liens created or purported to be created by the Security
		Documents and (vi) except as may be otherwise specifically restricted by the
		terms hereof or of any other Loan Document, upon receipt of instructions from
		the Administrative Agent pursuant to the Intercreditor Agreement, exercise all
		remedies given to the Administrative Agent, the Lenders and the other Secured
		Parties with respect to the Collateral under the Loan Documents relating
		thereto, applicable law or otherwise.

	  

	 (b)  Each of
		the Administrative Agent and the Lenders hereby authorizes and directs the
		Collateral Agent (without any further notice or consent) to, promptly release
		or subordinate any Lien as set forth in Section
		9 of the
		Intercreditor Agreement.

	 
		 
	 

	 
		92
	 

	 
		 
	 


	 

	 
	 

	 
	 
		ARTICLE I
	 

	 
		MISCELLANEOUS
	 

	 
		Section 14.1
		    Amendments and Waivers.
	 

	 
		(a)     Except as
		otherwise expressly provided in this Agreement or the Intercreditor Agreement,
		the Administrative Agent, on the one hand, and the Company, on the other hand,
		may from time to time with the prior written consent of the Required Lenders
		enter into written amendments, supplements or modifications for the purpose of
		adding, deleting or modifying any provision of any Loan Document or changing in
		any manner the rights, remedies, obligations and duties of the parties thereto,
		and with the written consent of the Required Lenders, the Administrative Agent,
		on behalf of the Lenders, may execute and deliver a written instrument waiving,
		on such terms and conditions as may be specified in such instrument, any of the
		requirements applicable to the Loan Parties, as the case may be, party to any
		Loan Document, or any Default or Event of Default and its consequences;
		provided, however,
		that:
	 

	 
		(i)     without the
		consent of any Lender, the Company and the Administrative Agent may enter into
		any amendment necessary to implement the terms of any Term Facility Increase in
		accordance with the terms of this Agreement (as in effect on the Closing
		Date);
	 

	 
		(ii)     (A) no
		amendment, waiver or consent shall, unless in writing and signed by any Agent
		in addition to the Lenders required above to take such action, affect the
		rights or duties of such Agent under this Agreement or the other Loan Documents
		and (B) no amendment, waiver or consent shall, unless in writing and signed by
		any Special Purpose Vehicle that has been granted an option pursuant to
		Section 14.6(f), affect the grant or nature of such option or the right
		or duties of such Special Purpose Vehicle hereunder; 
	 

	 
		(iii)     no amendment,
		supplement or modification of, or waiver or consent under, any of the Security
		Documents to which the Collateral Agent is a party shall be effective unless in
		writing and signed by the Collateral Agent (at the direction of the
		Multi-Currency Administrative Agent, the Multi-Currency Lenders, the
		Administrative Agent or the Lenders, as applicable, pursuant to the
		Intercreditor Agreement) in addition to the Agents and Lenders required above
		to take such action; and
	 

	 
		(iv)     the
		Administrative Agent may, with the consent of the Company, amend, modify or
		supplement any Loan Document to cure any ambiguity, typographical error, defect
		or inconsistency;
	 

	 
		provided, further, that,
		except as otherwise expressly provided in this Agreement or the Intercreditor
		Agreement, no such waiver, amendment, supplement or modification shall be
		effective to, without the prior written consent, in addition to the Lenders
		required above to take such action, of each Lender directly affected
		thereby:
	 

	 
		(v)     (A) modify the
		Term Loan Commitment of such Lender or subject such Lender to any additional
		obligation, (B) extend any scheduled final maturity of any Loan owing to such
		Lender, (C) waive or reduce, or postpone or cancel any scheduled date fixed for
		the payment of (it being understood that any mandatory prepayment required
		under Section 7.3 does not constitute any scheduled date fixed for
		payments), principal of
	 

	 
		 
	 


	 
		93
	 

	 
		 
	 

	 

	 
	 

	 

	 
		or interest on any such Loan or any fees
		owing to such Lender, (D) reduce, or release the Company from its obligations
		to repay, any other Payment Obligation owed to such Lender or (E) consent to
		the assignment or transfer by the Company of any of its rights and obligations
		under this Agreement;
	 

	 
		(vi)     amend, modify
		or waive any provision of Section 7.4
		(Application of Payments),
		Section 7.15 (Pro Rata Treatment and
		Payments) or Section 14.7 (Adjustments; Set-off);
	 

	 
		(vii)     expressly
		subordinate any of the Payment Obligations or Liens securing the Payment
		Obligations, except in accordance with this Agreement and the Intercreditor
		Agreement;
	 

	 
		(viii)     (A) amend,
		modify or waive this Section
		14.1 or any other provision specifying
		the Agents, Lenders or group of Lenders required for any amendment,
		modification or waiver thereof or (B) change the respective percentages
		specified in the definition of “Required Lenders”; or 
	 

	 
		(ix)     release (A) all
		or substantially all of the Collateral provided for in the Security Documents,
		(B) the guarantee obligations of Revlon provided for in any Security Document
		or (C) the guarantee obligations of all or substantially all of the Guarantors
		(other than Revlon) provided for in the Security Documents.
	 

	 
		(b)     Any waiver,
		amendment, supplement or modification pursuant to this Section 14.1
		shall apply equally to each of the Lenders and shall be binding upon the
		Lenders and all future holders of any of the Loans, the Notes and all other
		Payment Obligations. In the case of such waiver, the parties to the Loan
		Documents, the Lenders, the Collateral Agent and the Administrative Agent shall
		be restored to their former positions and rights hereunder and under the Notes
		and the Security Documents, and any Default or any Event of Default waived
		shall, to the extent provided in such waiver, be deemed to be cured and not
		continuing; but, no such waiver shall extend to any subsequent or other Default
		or Event of Default, or impair any right consequent thereon. The Administrative
		Agent shall, as soon as practicable, furnish a copy of each such amendment,
		supplement, modification or waiver to each Lender.
	 

	 
		(c)      To the extent
		(a) the consent of any Lender in its capacity as a Lender is required, but not
		obtained (any such Lender whose consent is not obtained as described in this
		Section 14.1(c) being referred to as a “Non-Consenting Lender”) in connection with any proposed amendment,
		modification, supplement or waiver (a “Proposed Change”) and (b) the Administrative Agent shall have
		consented to such Proposed Change, at the request of the Company and with the
		consent of the Administrative Agent (in its sole discretion exercised
		reasonably), any Eligible Assignee reasonably acceptable to the Administrative
		Agent (which Eligible Assignee may be the Lender acting as the Administrative
		Agent and shall have consented to such Proposed Change) shall have the right
		(but not the obligation) to purchase from such Non-Consenting Lender, and such
		Non-Consenting Lender shall, upon the request of the Administrative Agent, sell
		and assign to such Eligible Assignee all of the Term Loan Commitments and the
		Term Loans of such Non-Consenting Lender for an amount equal to the principal
		balance of all applicable Loans held by such Non-Consenting Lender and all
		accrued and unpaid interest and fees with respect thereto through the date of
		such sale and purchase (the “Purchase Amount”); provided,
		however, that such sale and purchase (and the corresponding
		assignment) shall not be effective until (A) the Administrative Agent shall
		have received from such Eligible Assignee an agreement in form and substance
		satisfactory to the Administrative 
	 

	 
		 
	 


	 
		94
	 

	 
		 
	 

	 

	 
	 

	 

	 
		Agent and the Company whereby such Eligible
		Assignee shall agree to be bound by the terms hereof, (B) such Non-Consenting
		Lender shall have received the Purchase Amount from such Eligible Assignee and
		(C) the Company shall have paid such Non-Consenting Lender an amount equal to
		the Prepayment Fee, if any, on the aggregate outstanding principal amount of
		all Term Loans subject to such sale and purchase (which sale and purchase shall
		constitute a prepayment of such Term Loans). Each Lender agrees that, if it
		becomes a Non-Consenting Lender, it shall execute and deliver to the
		Administrative Agent (x) an Assignment and Acceptance to evidence such sale and
		assignment and (y) to the extent the Term Loan Commitments and Loans subject to
		such Assignment and Acceptance are evidenced by a Note or Notes, such Note or
		Notes; provided, however, that
		the failure of any Non-Consenting Lender to execute an Assignment and
		Acceptance or deliver such Note or Notes shall not render such sale and
		purchase (and the corresponding assignment) invalid.
	 

	 
		Section 14.2
		    Notices.
		(a) Addresses for
		Notices. All notices, demands,
		requests, consents and other communications provided for in this Agreement or
		any other Loan Document shall be given in writing, or by any telecommunication
		device capable of creating a written record (including electronic mail), and
		addressed to the party to be notified as follows:
	 

	 
			
				
				   
				

			 	
				
				  (i)
				

			 	
				
				  if to the Company:
				

			 

 

	 
		Revlon Consumer Products Corporation
	 

	 
		237 Park Avenue
	 

	 
		New York, New York 10017
	 

	 
		Attention: Vice President, Finance and
		Treasury
	 

	 
		Telecopy: (212) 527-5225
	 

	 
		E-Mail Address:
		manuel.rivero@revlon.com
	 

	 
		with a copy (other than of items relating to
		funding and payments) to:
	 

	 
		 
	 

	 
		Revlon Consumer Products Corporation
	 

	 
		237 Park Avenue
	 

	 
		New York, New York 10017
	 

	 
		Attention: Executive Vice President, Chief
		Legal Officer and General Counsel
	 

	 
		Telecopy: (212) 527-5693
	 

	 
		E-Mail Address:
		robert.kretzman@revlon.com
	 

	 
			 	
				
				  (ii)
				

			 	
				
				  if to any Lender, at its lending
				  office specified opposite its name on Schedule I or on
				  the signature page of any applicable Assignment and Acceptance;
				

			 
	
				
				   
				

			 	
				
				  (iii)
				

			 	
				
				  if to the Administrative
				  Agent:
				

			 

 

	 
		Citicorp USA, Inc.
	 

	 
		388 Greenwich Street
	 

	 
		New York, New York 10013
	 

	 
		Attention: James J. McCarthy
	 

	 
		Telecopy no: (212) 816-2613
	 

	 
		E-Mail Address:
		james.j.mccarthy@citigroup.com
	 

	 
		 
	 


	 
		95
	 

	 
		 
	 

	 

	 
	 

	 

	 
		with a copy (other than of items relating to
		funding and payments) to:
	 

	 
		 
	 

	 
		Weil, Gotshal & Manges LLP
	 

	 
		767 Fifth Avenue
	 

	 
		New York, New York 10153-0119
	 

	 
		Attention: Daniel S. Dokos
	 

	 
		Telecopy no: (212) 310-8007
	 

	 
		E-Mail Address: daniel.dokos@weil.com

	 

	 
		or at such other address as shall be
		notified in writing (x) in the case of the Company and the Administrative
		Agent, to the other parties and (y) in the case of all other parties, to the
		Company and the Administrative Agent.
	 

	 
		(b)     Effectiveness of Notices. All notices, demands, requests, consents and other
		communications described in clause (a)
		above shall be effective (i) if
		delivered by hand, including any overnight courier service, upon delivery, (ii)
		if delivered by first class, postage prepaid mail, five days after deposited in
		the mails, (iii) except to any Loan Party, if delivered by posting to an
		Approved Electronic Platform, an Internet website or a similar
		telecommunication device requiring that a user have prior access to such
		Approved Electronic Platform, website or other device, when such notice,
		demand, request, consent and other communication shall have been made generally
		available on such Approved Electronic Platform, Internet website or similar
		device to the class of Person being notified (regardless of whether any such
		Person must accomplish, and whether or not any such Person shall have
		accomplished, any action prior to obtaining access to such items, including
		registration, disclosure of contact information, compliance with a standard
		user agreement or undertaking a duty of confidentiality) and (iv) if delivered
		by electronic mail or any other telecommunications device, when transmitted to
		an electronic mail address (or by another means of electronic delivery) as
		provided in clause (a) above; provided,
		however, that notices and communications to the Administrative
		Agent pursuant to Article II, Article
		VII and Article XIII
		shall not be effective until received by the Administrative Agent.
	 

	 
		(c)     Use of Electronic Platform. Notwithstanding clauses
		(a) and (b) above
		(unless the Administrative Agent requests that the provisions of
		clauses (a) and (b) above be
		followed) and any other provision in this Agreement or any other Loan Document
		providing for the delivery of, any Approved Electronic Communication by any
		other means, the Loan Parties shall deliver all Approved Electronic
		Communications to the Administrative Agent by properly transmitting such
		Approved Electronic Communications electronically (in a format acceptable to
		the Administrative Agent) to oploanswebadmin@citigroup.com or such other
		electronic mail address (or similar means of electronic delivery) as the
		Administrative Agent may notify the Company. Nothing in this clause(c) shall
		prejudice the right of the Administrative Agent or any Lender to deliver any
		Approved Electronic Communication to any Loan Party in any manner authorized in
		this Agreement.
	 

	 
		Section 14.3
		    No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on
		the part of the Administrative Agent, the Collateral Agent or any Lender, any
		right, remedy, power or privilege hereunder, shall operate as a waiver thereof;
		nor shall any single or partial exercise of any right, remedy, power or
		privilege hereunder preclude any other or further exercise thereof or the
		exercise of any other right, remedy, power or privilege. The rights, remedies,
		powers and privileges herein provided are cumulative and not exclusive of any
		rights, remedies, powers and privileges provided by law.
	 

	 
		 
	 


	 
		96
	 

	 
		 
	 

	 

	 
	 

	 

	 
		Section 14.4
		    Survival of Representations and
		Warranties. All representations and
		warranties made hereunder and in any document, certificate or statement
		delivered pursuant hereto or in connection herewith shall survive the execution
		and delivery of this Agreement and the Notes.
	 

	 
		Section 14.5
		    Payment of Expenses. (a) The Company shall, and shall cause each other Loan
		Party to, upon demand, pay, or reimburse each Agent and the Arranger, as
		applicable, for all of such Agent’s and Arranger’s, as applicable,
		reasonable and invoiced internal audit, appraisal and valuation costs and
		expenses and all reasonable and invoiced out-of-pocket costs and expenses of
		every type and nature (including the reasonable fees, expenses and
		disbursements of the Agents’ and Arranger’s counsel, Weil, Gotshal
		& Manges LLP (or any other primary counsel selected by such Agent or
		Arranger), local legal counsel, auditors, accountants, appraisers, printers,
		insurance and environmental advisors, and other consultants and agents)
		incurred by such Agent and Arranger, as applicable, in connection with any of
		the following: (i) the syndication of the Term Loan Facility, (ii) the
		Administrative Agent’s audit and investigation of the Company and its
		Subsidiaries in connection with the preparation, negotiation or execution of
		any Loan Document or the Administrative Agent’s periodic audits of the
		Company or any of its Subsidiaries, as the case may be, (iii) the preparation,
		negotiation, execution or interpretation of this Agreement (including, without
		limitation, the satisfaction or attempted satisfaction of any condition set
		forth in Article IX), any Loan Document or any proposal letter or
		commitment letter issued in connection therewith, or the making of the Loans
		hereunder, (iv) the creation, perfection or protection of the Liens under any
		Loan Document (including any reasonable fees, disbursements and expenses for
		local counsel in various jurisdictions as contemplated by the Agreement), (v)
		the ongoing administration of this Agreement and the Loans, including
		consultation with attorneys in connection therewith and with respect to each
		Agent’s rights and responsibilities hereunder and under the other Loan
		Documents, (vi) the protection, collection or enforcement of any Payment
		Obligation or the enforcement of any Loan Document, (vii) the commencement,
		defense or intervention in any court proceeding relating in any way to the
		Payment Obligations, any Loan Party, any of the Company’s Subsidiaries,
		this Agreement or any other Loan Document, (viii) the response to, and
		preparation for, any subpoena or request for document production with which
		such Agent is served or deposition or other proceeding in which such Agent is
		called to testify, in each case, relating in any way to the Payment
		Obligations, any Loan Party, any of the Company’s Subsidiaries, this
		Agreement or any other Loan Document or (ix) any amendment, consent, waiver,
		assignment, restatement, or supplement to any Loan Document or the preparation,
		negotiation and execution of the same.
	 

	 
		(b)     The Company
		further agrees to, and to cause each other Loan Party to, pay or reimburse each
		of the Agents and each of the Lenders upon demand for all out-of-pocket costs
		and expenses, including reasonable and invoiced attorneys’ fees (including
		costs of counsel and costs of settlement), incurred by such Agents or such
		Lenders in connection with any of the following: (i) in enforcing any Loan
		Document or Payment Obligation or any security therefor or exercising or
		enforcing any other right or remedy available by reason of an Event of Default,
		(ii) in connection with any refinancing or restructuring of the credit
		arrangements provided hereunder in the nature of a “work-out”
		or in any insolvency or bankruptcy proceeding, (iii) in commencing, defending
		or intervening in any litigation or in filing a petition, complaint, answer,
		motion or other pleadings in any legal proceeding relating to the Payment
		Obligations, any Loan Party, any of the Company’s Subsidiaries and related
		to or arising out of the transactions contemplated hereby or by any other Loan
		Document or (iv) in taking any other action in or with respect to any suit or
		proceeding (bankruptcy or otherwise) described in clause (i), (ii)
		or (iii) above.
	 

	 
		 
	 


	 
		97
	 

	 
		 
	 

	 

	 
	 

	 

	 
		(c)     Any obligation
		of the Company or any other Loan Party pursuant to this Section 14.5
		shall survive Full Satisfaction of the Payment Obligations.
	 

	 
		Section 14.6    
		Assignments and Participations; Binding Effect. (a) Each Lender may sell, transfer, negotiate or
		assign to one or more Eligible Assignees all or a portion of its rights and
		obligations hereunder (including all of its rights and obligations with respect
		to the Term Loans); provided,
		however, that (i) the aggregate amount being assigned pursuant
		to each such assignment (determined as of the date of the Assignment and
		Acceptance with respect to such assignment) shall in no event (if less than the
		assignor’s entire interest) be less than $1,000,000 or an integral
		multiple of $1,000,000 in excess thereof, except (A) with the consent of the
		Company and the Administrative Agent or (B) if such assignment is being made to
		a Lender or an Affiliate or Related Fund of such Lender and (iii) if such
		Eligible Assignee is not, prior to the date of such assignment, a Lender or an
		Affiliate or Related Fund of a Lender, such assignment shall be subject to the
		prior consent of the Administrative Agent and the Company (which consents shall
		not be unreasonably withheld or delayed); and provided,
		further, that, notwithstanding any other provision of
		this Section 14.6, the consent of the Company shall not be required (x)
		for any assignment occurring when any Event of Default shall have occurred and
		be continuing and (y) for any assignment by the Administrative Agent or any
		Affiliate or Related Fund of the Administrative Agent of the Term Loan
		Commitment or Loans held on the Closing Date by the Administrative Agent or any
		such Affiliate or Related Fund if such assignment is made as part of the
		primary syndication of the Facility.
	 

	 
		(b)     The parties to
		each such assignment shall execute and deliver to the Administrative Agent, for
		its acceptance and recording, an Assignment and Acceptance, together with any
		Note (if the assigning Lender’s Loans are evidenced by a Note) subject to
		such assignment. Upon the execution, delivery, acceptance and recording of any
		Assignment and Acceptance and, other than in respect of assignments made
		pursuant to Section
		14.1(c), the receipt by the
		Administrative Agent from the assignee of an assignment fee in the amount of
		$3,500, from and after the effective date specified in such Assignment and
		Acceptance, (i) the assignee thereunder shall become a party hereto and, to the
		extent that rights and obligations under the Loan Documents have been assigned
		to such assignee pursuant to such Assignment and Acceptance, have the rights
		and obligations (including without limitation the obligations under
		Section 7.12(c)) of a Lender hereunder; provided, however, that no Transferee (including an assignee that is
		already a Lender hereunder at the time of the assignment) shall be entitled to
		receive any greater amount pursuant to
		Section 7.12 than that to which the
		assignor Lender would have been entitled to receive had no such assignment
		occurred, (ii) the Notes (if any) corresponding to the Loans assigned thereby
		shall be transferred to such assignee by notification in the Register and (iii)
		the assignor thereunder shall, to the extent that rights and obligations under
		this Agreement have been assigned by it pursuant to such Assignment and
		Acceptance, relinquish its rights (except for those surviving the payment in
		full of the Payment Obligations) and be released from its obligations under the
		Loan Documents, other than those relating to events or circumstances occurring
		prior to such assignment (and, in the case of an Assignment and Acceptance
		covering all or the remaining portion of an assigning Lender’s rights and
		obligations under the Loan Documents, such Lender shall cease to be a party
		hereto). Solely for purposes of calculating the assignment fee under this
		Section 14.6(b), multiple assignments on the same date by a Lender to
		its Affiliates or Related Funds shall constitute one assignment.
	 

	 
		(c)      The
		Administrative Agent shall maintain at its address referred to
		in Section 14.2 a copy of each Assignment and Acceptance delivered to
		and accepted by it and a register for the recording of the names and addresses
		of the Lenders and the applicable Term Loan Commitments of and principal amount
		of and interest with respect to the Term Loans owing 
	 

	 
		 
	 


	 
		98
	 

	 
		 
	 

	 

	 
	 

	 

	 
		to each applicable Lender from time to time
		(each, a “Register”). Any assignment pursuant to this Section 14.6
		shall not be effective until such assignment is recorded in such Register. The
		entries in each Register shall be conclusive and binding for all purposes,
		absent manifest error, and the Loan Parties, the Administrative Agent and the
		Lenders may treat each Person whose name is recorded in such Register as a
		Lender for all purposes of this Agreement. All information contained in each
		Register as to any Lender shall be available for inspection by the Company, the
		Administrative Agent or such Lender at any reasonable time and from time to
		time upon reasonable prior notice.
	 

	 
		(d)      Notwithstanding
		anything to the contrary contained herein, the Term Loans (including the Notes
		evidencing such Loans) are registered obligations and the right, title, and
		interest of the Lenders and their assignees in and to such Term Loans shall be
		transferable only upon notation of such transfer in the applicable Register. A
		Note shall only evidence the Lender’s or an assignee’s right, title
		and interest in and to the related Loan, and in no event is any such Note to be
		considered a bearer instrument or obligation. This Section 14.6
		shall be construed so that the Term Loans are at all times maintained in
		“registered form” within the meaning of Sections 163(f), 871(h)(2)
		and 881(c)(2) of the Internal Revenue Code and any related regulations (or any
		successor provisions of the Internal Revenue Code or such regulations). Solely
		for purposes of this and for tax purposes only, the Administrative Agent shall
		act as the Company’s agent for purposes of maintaining such notations of
		transfer in each Register.
	 

	 
		(e)     Upon its receipt
		of an Assignment and Acceptance executed by an assigning Lender and an
		assignee, the Administrative Agent shall, if such Assignment and Acceptance has
		been completed, (i) accept such Assignment and Acceptance, (ii) record or cause
		to be recorded the information contained therein in the applicable Register and
		(iii) give prompt notice thereof to the Company. Within five Business Days
		after its receipt of such notice, the Company, at its own expense, shall, if
		requested by such assignee, execute and deliver to the Administrative Agent,
		new Notes to the order of such assignee in an amount equal to the Loans and
		Term Loan Commitment assumed by it pursuant to such Assignment and Acceptance
		and, if the assigning Lender has surrendered any Note for exchange in
		connection with the assignment and has retained Loans or Term Loan Commitment
		hereunder, new Notes to the order of the assigning Lender in an amount equal to
		the Loans or Term Loan Commitment retained by it hereunder. Such new Notes
		shall be dated the same date as the surrendered Notes.
	 

	 
		(f)      In addition to
		the other assignment rights provided in this Section 14.6,
		each Lender may do each of the following:
	 

	 
		(i)     grant to a
		Special Purpose Vehicle the option to make all or any part of any Loan that
		such Lender would otherwise be required to make hereunder and the exercise of
		such option by any such Special Purpose Vehicle and the making of Loans
		pursuant thereto shall satisfy (once and to the extent that such Loans are
		made) the obligation of such Lender to make such Loans thereunder,
		provided, however, that
		(x) nothing herein shall constitute a commitment or an offer to commit by such
		a Special Purpose Vehicle to make Loans hereunder and no such Special Purpose
		Vehicle shall be liable for any indemnity or other Payment Obligation (other
		than the making of Loans for which such Special Purpose Vehicle shall have
		exercised an option, and then only in accordance with the relevant option
		agreement) and (y) such Lender’s obligations under the Loan Documents
		shall remain unchanged, such Lender shall remain responsible to the other
		parties for the performance of its obligations under the terms of this
		Agreement and shall remain the holder of the Payment Obligations for all
		purposes hereunder; and
	 

	 
		 
	 


	 
		99
	 

	 
		 
	 

	 

	 
	 

	 

	 
		(ii)     assign, as
		collateral or otherwise, any of its rights under this Agreement, whether now
		owned or hereafter acquired (including rights to payments of principal or
		interest on the Loans), to (A) without notice to or consent of the
		Administrative Agent or the Company, any Federal Reserve Bank (pursuant to
		Regulation A of the Federal Reserve Board) and (B) without consent of the
		Administrative Agent or the Company, (1) any holder of, or trustee for the
		benefit of, the holders of such Lender’s securities and (2) any Special
		Purpose Vehicle to which such Lender has granted an option pursuant to
		clause (i) above;
	 

	 
		provided, however, that no
		such assignment or grant shall release such Lender from any of its obligations
		hereunder except as expressly provided in clause (i) above
		and except, in the case of a subsequent foreclosure pursuant to an assignment
		as collateral, if such foreclosure is made in compliance with the other
		provisions of this Section
		14.6 other than this clause (f) or
		clause (g) below. Each party hereto acknowledges and agrees that,
		prior to the date that is one year and one day after the payment in full of all
		outstanding commercial paper or other senior debt of any such Special Purpose
		Vehicle, such party shall not institute against, or join any other Person in
		instituting against, any Special Purpose Vehicle that has been granted an
		option pursuant to this clause (f)
		any bankruptcy, reorganization,
		insolvency or liquidation proceeding (such agreement shall survive the payment
		in full of the Payment Obligations). The terms of the designation of, or
		assignment to, such Special Purpose Vehicle shall not restrict such
		Lender’s ability to, or grant such Special Purpose Vehicle the right to,
		consent to any amendment or waiver to this Agreement or any other Loan Document
		or to the departure by the Company from any provision of this Agreement or any
		other Loan Document without the consent of such Special Purpose Vehicle except,
		as long as the Administrative Agent and the Lenders, and other Secured Parties
		shall continue to, and shall be entitled to continue to, deal solely and
		directly with such Lender in connection with such Lender’s obligations
		under this Agreement, to the extent any such consent would reduce the principal
		amount of, or the rate of interest on, any Payment Obligations, amend this
		clause (f) or postpone any scheduled date of payment of such
		principal or interest. Each Special Purpose Vehicle shall be entitled to the
		benefits of Section 7.9(d),
		7.10 and 7.12 as if it
		were such Lender; provided,
		however, that anything herein to the contrary notwithstanding,
		the Company shall not, at any time, be obligated to make under Section 7.9(d),
		7.10 and 7.12 to any such
		Special Purpose Vehicle and any such Lender any payment in excess of the amount
		the Company would have been obligated to pay to such Lender in respect of such
		interest if such Special Purpose Vehicle had not been assigned the rights of
		such Lender hereunder; provided,
		further, that any such Special Purpose Vehicle shall have
		complied with the requirements of Section 7.12.
	 

	 
		(g)      Each Lender may
		sell participations to one or more Persons in or to all or a portion of its
		rights and obligations under the Loan Documents (including all its rights and
		obligations with respect to Term Loans). The terms of such participation shall
		not, in any event, require the participant’s consent to any amendments,
		waivers or other modifications of any provision of any Loan Documents, the
		consent to any departure by any Loan Party therefrom, or to the exercising or
		refraining from exercising any powers or rights such Lender may have under or
		in respect of the Loan Documents (including the right to enforce the
		obligations of the Loan Parties), except if any such amendment, waiver or other
		modification or consent would (i) reduce the amount, or postpone any date fixed
		for the payment of principal, interest or fees payable to such participant
		under the Loan Documents, to which such participant would otherwise be entitled
		under such participation or (ii) result in the release of all or substantially
		all of the Collateral other than in accordance with Section 9 of
		the Intercreditor Agreement. In the event of the sale of any participation by
		any Lender, (w) such Lender’s obligations under the Loan Documents shall
		remain unchanged, (x) such Lender shall remain solely responsible to the other
		
	 

	 
		 
	 


	 
		100
	 

	 
		 
	 

	 

	 
	 

	 

	 
		parties for the performance of such
		obligations, (y) such Lender shall remain the holder of such Payment
		Obligations for all purposes of this Agreement and (z) the Company, the Agents
		and the other Lenders shall continue to deal solely and directly with such
		Lender in connection with such Lender’s rights and obligations under this
		Agreement. Each participant shall be entitled to the benefits of
		Section 7.9(d), 7.10 and 7.12 as if it
		were a Lender; provided, however, that
		notwithstanding anything herein to the contrary, the Company shall not, at any
		time, be obligated to make any payment under Section 7.9(d), 7.10 and
		7.12 to the participants in the rights
		and obligations of any Lender (together with such Lender) in excess of the
		amount the Company would have been obligated to pay to such Lender in respect
		of such interest had such participation not been sold; provided,
		further, that any such participant shall have complied with the
		requirements of Section
		7.12.
	 

	 
		(h)     This Agreement
		shall become effective when it shall have been executed by the Company, the
		Administrative Agent and the Collateral Agent and when the Administrative Agent
		shall have been notified by each Lender that such Lender has executed it and
		thereafter shall be binding upon and inure to the benefit of the Company, the
		Administrative Agent, the Collateral Agent and each Lender and, in each case,
		their respective successors and assigns; provided,
		however, that the Company shall not have the right to assign
		its rights hereunder or any interest herein without the prior written consent
		of the Lenders.
	 

	 
		Section 14.7
		    Adjustments; Set-off. (a) Unless an Event of Default has occurred and is
		continuing, if any Lender (a “benefitted Lender”) shall at any time receive any payment of all or
		part of any of its Loans owing to it, or interest thereon, pursuant to a
		guarantee or otherwise, or receive any collateral in respect thereof (whether
		voluntarily or involuntarily, by set-off or otherwise), in a greater proportion
		than any such payment to and collateral received by any other Lender, if any,
		in respect of such other Lender’s Loans owing to it or interest thereon,
		such benefitted Lender shall purchase for cash from the other Lenders such
		portion of each such other Lender’s similar Loans, or shall provide such
		other Lenders with the benefits of any such collateral, or the proceeds
		thereof, as shall be necessary to cause such benefitted Lender to share the
		excess payment or benefits of such collateral or proceeds ratably with each of
		the Lenders which hold such Term Loans; provided,
		however, that if all or any portion of such excess payment or
		benefits is thereafter recovered from such benefitted Lender, such purchase
		shall be rescinded, and the purchase price and benefits returned, to the extent
		of such recovery, but without interest. The Company agrees that each Lender so
		purchasing a portion of another Lender’s Loans may exercise all rights of
		payment (including, without limitation, rights of set-off) with respect to such
		portion as fully as if such purchasing Lender were the direct holder of such
		portion. After the delivery of a Notice of Actionable Default and prior to the
		withdrawal of all Notices of Actionable Default then pending, all payments or
		Collateral (or proceeds thereof) received by any Agent or Lender in
		contravention of this Agreement, the Intercreditor Agreement or any other Loan
		Document, shall be segregated and held in trust and forthwith paid over to the
		Collateral Agent to be applied pursuant to Section 7.15(e).
	 

	 
		(b)     Subject to the
		Intercreditor Agreement, in addition to any rights and remedies of the Lenders
		provided by law, upon both the occurrence of an Event of Default and
		acceleration of the Payment Obligations owing in connection with this
		Agreement, each Lender and each of its Affiliates shall have the right, without
		prior notice to the Company, any such notice being expressly waived to the
		extent permitted by applicable law, to set off and apply against any
		indebtedness, whether matured or unmatured, of the Company to such or any other
		Lender or such Affiliate any amount owing from such Lender or such Affiliate to
		the Company at, or at any time after, the happening of both of the above
		mentioned events, and such right of set-off may be exercised by such Lender or
		such Affiliate against the Company or against any 
	 

	 
		 
	 


	 
		101
	 

	 
		 
	 

	 

	 
	 

	 

	 
		trustee in bankruptcy, debtor in possession,
		assignee for the benefit of creditors, receiver, custodian or execution,
		judgment or attachment creditor of the Company, or against anyone else claiming
		through or against the Company or such trustee in bankruptcy, debtor in
		possession, assignee for the benefit of creditors, receivers, or execution,
		judgment or attachment creditor, notwithstanding the fact that such right of
		set-off shall not have been exercised by such Lender or such Affiliate prior to
		the making, filing or issuance, or service upon such Lender or such Affiliate
		of, or of notice of, any such petition, assignment for the benefit of
		creditors, appointment or application for the appointment of a receiver, or
		issuance of execution, subpoena, order or warrant. Each Lender agrees promptly
		to notify the Company and the Administrative Agent after any such set-off and
		application made by such Lender or any of its Affiliates; provided,
		however, that the failure to give such notice shall not affect
		the validity of such set-off and application.
	 

	 
		Section 14.8     [Intentionally Omitted.]
	 

	 
		Section 14.9     [Intentionally Omitted.]
	 

	 
		Section 14.10
		    Intercreditor Agreement. Each Lender hereby acknowledges that it has fully
		reviewed the Intercreditor Agreement and, by its execution of this Agreement,
		hereby consents to the execution and delivery of the Intercreditor Agreement by
		the Administrative Agent and the Collateral Agent (in their respective
		capacities as Agents hereunder, as agents under the Existing Credit Agreement,
		and as agent for the holders of the Designated Eligible Obligations) and agrees
		to comply with the terms thereof (which terms are incorporated herein by
		reference in their entirety) as if such Lender were a direct signatory
		thereto.
	 

	 
		Section 14.11
		    Severability; Conflicts. Any provision of this Agreement which is prohibited or
		unenforceable in any jurisdiction shall, as to such jurisdiction, be
		ineffective to the extent of such prohibition or unenforceability without
		invalidating the remaining provisions hereof, and any such prohibition or
		unenforceability in any jurisdiction shall not invalidate or render
		unenforceable such provision in any other jurisdiction. In the event of any
		conflict between the terms of this Agreement and any other Loan Document
		(except for the Intercreditor Agreement), the terms of this Agreement shall
		govern. In the event of any conflict between the terms of the Intercreditor
		Agreement and this Agreement or any other Loan Document, the Intercreditor
		Agreement shall govern.
	 

	 
		Section 14.12
		    Counterparts; Confidentiality.
		(a) This Agreement may be executed by one or more of the parties to this
		Agreement on any number of separate counterparts and all of such counterparts
		taken together shall be deemed to constitute one and the same instrument.
		Delivery of an executed signature page of this Agreement by facsimile
		transmission or by posting on the Approved Electronic Platform shall be as
		effective as delivery of a manually executed counterpart hereof. A set of the
		copies of this Agreement signed by all the parties shall be lodged with the
		Company and the Administrative Agent.
	 

	 
		(b)      Each Lender
		agrees that it will not disclose Confidential Information (as defined below) to
		any Person other than (i) as may be consented to by the Company, (ii) as may be
		required by law or pursuant to legal process and (iii) to prospective
		participants and Transferees and those of such Lender’s directors,
		officers, employees, examiners and professional advisors who have a need to
		know the Confidential Information in accordance with customary banking
		practices and who receive the Confidential Information having been made aware
		of the restrictions of this Section
		14.12(b). As used herein, the term
		“Confidential
		Information” means all information
		contained in materials relating to the Company and its Subsidiaries provided to
		
	 

	 
		 
	 


	 
		102
	 

	 
		 
	 

	 

	 
	 

	 

	 
		the Lenders by the Company or its
		representatives or agents other than (x) information which is at the time so
		provided or thereafter becomes generally available to the public other than as
		a result of a disclosure by one or more Lenders, (y) information which was
		available to any Lender prior to its disclosure to the Lenders by the Company,
		its representatives or agents and (z) information which becomes available to
		one or more Lenders from a source other than the Company, its representatives
		or agents.
	 

	 
		Section 14.13
		    Submission To Jurisdiction; Waivers. (a) [Intentionally Omitted.]
	 

	 
		(b)     The Company
		hereby irrevocably and unconditionally:
	 

	 
		(i)     submits for
		itself and its property in any legal action or proceeding relating to this
		Agreement or any other Loan Document to which it is a party, or for recognition
		and enforcement of any judgment in respect thereof, to the non-exclusive
		general jurisdiction of the courts of the State of New York, the courts of the
		United States for the Southern District of New York, and appellate courts from
		any thereof;
	 

	 
		(ii)     consents that
		any such action or proceeding may be brought in such courts and waives trial by
		jury and any objection that it may now or hereafter have to the venue of any
		such action or proceeding in any such court or that such action or proceeding
		was brought in an inconvenient court and agrees not to plead or claim the
		same;
	 

	 
		(iii)     agrees that
		service of process in any such action or proceeding may be effected by mailing
		a copy thereof by registered or certified mail (or any substantially similar
		form of mail), postage prepaid, to it at its address set forth in
		Section 14.2 or at such other address of which the Administrative
		Agent shall have been notified pursuant thereto; and
	 

	 
		(iv)     agrees that
		nothing herein shall affect the right to effect service of process in any other
		manner permitted by law or shall limit the right to sue in any other
		jurisdiction.
	 

	 
		(c)     The Company,
		each Agent and each Lender hereby irrevocably and unconditionally waives trial
		by jury in any legal action or proceeding referred to in clause (a)
		above.
	 

	 
		Section 14.14
		    Acknowledgements. The Company hereby acknowledges that:
	 

	 
		(a)     it has been
		advised by counsel in the negotiation, execution and delivery of this Agreement
		and the other Loan Documents;
	 

	 
		(b)     none of any
		Agent, the Arranger or any Lender has any fiduciary relationship with or duty
		to the Company arising out of or in connection with this Agreement or any of
		the other Loan Documents, and the relationship between each such Agent,
		Arranger and Lenders, on one hand, and the Company, on the other hand, in
		connection herewith or therewith is solely that of debtor and creditor;
		and
	 

	 
		 
	 


	 
		103
	 

	 
		 
	 

	 

	 
	 

	 

	 
		(c)     no joint venture
		is created hereby or by the other Loan Documents or otherwise exists by virtue
		of the transactions contemplated hereby among the Lenders or among the Company
		and the Lenders.
	 

	 
		Section 14.15
		    USA PATRIOT Act. Each Lender hereby notifies the Company that pursuant
		to the requirements of the Act, it is required to obtain, verify and record
		information that identifies the Company, which information includes the name
		and address of the Company and other information that will allow such Lender to
		identify the Company in accordance with the Act.
	 

	 
		Section 14.16
		    Governing Law. This Agreement shall be governed by, and construed and
		interpreted in accordance with, the law of the State of New York.
	 

	 
		Section 14.17
		    Indemnities. (a) The Company agrees to, and shall cause each other
		Loan Party to, indemnify and hold harmless each Agent, the Arranger, each
		Lender and each of their respective Affiliates, and each of the directors,
		officers, employees, agents, trustees, representatives, attorneys, consultants
		and advisors of or to any of the foregoing (including those retained in
		connection with the satisfaction or attempted satisfaction of any condition set
		forth in Article IX)
		(each such Person being an “Indemnitee”) from and against any and all claims, damages,
		liabilities, obligations, losses, penalties, actions, judgments, suits, costs,
		disbursements and expenses, joint or several, of any kind or nature (including
		reasonable fees, disbursements and expenses of financial and legal advisors to
		any such Indemnitee) that may be imposed on, incurred by or asserted against
		any such Indemnitee in connection with or arising out of any investigation,
		litigation or proceeding, whether or not such investigation, litigation or
		proceeding is brought by any such Indemnitee or any of its directors, security
		holders or creditors or any such Indemnitee, director, security holder or
		creditor is a party thereto, whether direct, indirect, or consequential and
		whether based on any federal, state or local law or other statutory regulation,
		securities or commercial law or regulation, or under common law or in equity,
		or on contract, tort or otherwise, in any manner relating to or arising out of
		this Agreement, any other Loan Document, any Payment Obligation, or any act,
		event or transaction related or attendant to any thereof, or the use or
		intended use of the proceeds of the Loans or in connection with any
		investigation of any potential matter covered hereby (collectively, the
		“Indemnified
		Matters”); provided,
		however, that the Company shall not have any liability under
		this Section 14.17 to
		an Indemnitee with respect to any Indemnified Matter to the extent such
		liability has resulted from the gross negligence or willful misconduct of that
		Indemnitee, as determined by a court of competent jurisdiction in a final
		non-appealable judgment or order; provided,
		further, that the Company shall not be required to reimburse
		the Indemnitees for the fees and expenses of more than one joint counsel for
		the Administrative Agent and the Collateral Agent and one joint counsel for the
		other Indemnitees unless such representation shall result in a conflict of
		interest among the Indemnitees. Without limiting the foregoing,
		“Indemnified
		Matters” include (i) all
		Environmental Liabilities and Costs arising from or connected with the past,
		present or future operations of the Company or any of its Subsidiaries
		involving any property subject to a Security Document, or damage to real or
		personal property or natural resources or harm or injury alleged to have
		resulted from any Release of Hazardous Materials on, upon or into such property
		or any contiguous real estate, (ii) any costs or liabilities incurred in
		connection with any Remedial Action concerning the Company or any of its
		Subsidiaries, (iii) any costs or liabilities incurred in connection with any
		Lien in favor of any Governmental Authority for Environmental Liabilities and
		Costs and (iv) any costs or liabilities incurred in connection with any other
		matter under any Environmental Law, including the Comprehensive Environmental
		Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et
		seq.) and applicable state property transfer laws, whether, with respect to any
		such matter, such Indemnitee is a mortgagee pursuant to any 
	 

	 
		 
	 


	 
		104
	 

	 
		 
	 

	 

	 
	 

	 

	 
		leasehold mortgage, a mortgagee in
		possession, the successor in interest to the Company or any of its
		Subsidiaries, or the owner, lessee or operator of any property of the Company
		or any of its Subsidiaries by virtue of foreclosure, except, with respect to
		those matters referred to in clauses
		(i), (ii),
		(iii) and (iv) above, to
		the extent (x) incurred following foreclosure by the Collateral Agent, at the
		direction of the Administrative Agent, any Lender, or any Agent or any Lender
		having become the successor in interest to the Company or any of its
		Subsidiaries and (y) to the extent attributable to acts of the Agents, such
		Lender or any agent on behalf of such Agent or such Lender.
	 

	 
		(b)     The Company
		shall, and shall cause each other Loan Party to, indemnify the Agents and the
		Lenders for, and hold the Agents and the Lenders harmless from and against, any
		and all claims for brokerage commissions, fees and other compensation made
		against the Agents and the Lenders for any broker, finder or consultant with
		respect to any agreement, arrangement or understanding made by or on behalf of
		any Loan Party or any of its Subsidiaries in connection with the transactions
		contemplated by this Agreement.
	 

	 
		(c)     The Company, at
		the request of any Indemnitee, shall have the obligation to defend against any
		investigation, litigation or proceeding or requested Remedial Action, in each
		case contemplated in clause
		(a) above, and the
		Company, in any event, may participate in the defense thereof with legal
		counsel of the Company’s choice. In the event that such Indemnitee
		requests the Company to defend against such investigation, litigation or
		proceeding or requested Remedial Action, the Company shall promptly do so and
		lead such defense, and such Indemnitee shall have the right to have legal
		counsel of its choice participate in such defense; provided,
		however, that the fees and expenses of such counsel shall be
		reasonable for a secondary counsel; provided,
		further, that the Company shall not be required to reimburse
		the Indemnitees for the fees and expenses of more than one joint counsel for
		the Administrative Agent and the Collateral Agent and one joint counsel for the
		other Indemnitees unless such representation shall result in a conflict of
		interest among the Indemnitees. No action taken by legal counsel chosen by such
		Indemnitee in defending against any such investigation, litigation or
		proceeding or requested Remedial Action, shall vitiate or in any way impair the
		Company’s obligation and duty hereunder to indemnify and hold harmless
		such Indemnitee.
	 

	 
		(d)     The Company
		agrees that any indemnification or other protection provided to any Indemnitee
		pursuant to this Agreement (including pursuant to this Section 14.17)
		or any other Loan Document shall (i) survive Full Satisfaction of the Payment
		Obligations and (ii) inure to the benefit of any Person that was at any time an
		Indemnitee under this Agreement or any other Loan Document.
	 

	 
		Section 14.18
		    Limitation of Liability. (a) The Company agrees that no Indemnitee shall have
		any liability (whether in contract, tort or otherwise) to any Loan Party or any
		of their respective Subsidiaries or any of their respective equity holders or
		creditors for or in connection with the transactions contemplated hereby and in
		the other Loan Documents, except to the extent such liability is determined in
		a final non-appealable judgment by a court of competent jurisdiction to have
		resulted primarily from such Indemnitee’s gross negligence or willful
		misconduct. In no event, however, shall any Indemnitee be liable on any theory
		of liability for any special, indirect, consequential or punitive damages
		(including, without limitation, any loss of profits, business or anticipated
		savings). The Company hereby waives, releases and agrees (each for itself and
		on behalf of Revlon and the Company’s Subsidiaries) not to sue upon any
		such claim for any special, indirect, consequential or punitive damages,
		whether or not accrued and whether or not known or suspected to exist in its
		favor.
	 

	 
		 
	 


	 
		105
	 

	 
		 
	 

	 

	 
	 

	 

	 
		(b)     IN NO EVENT
		SHALL ANY AGENT AFFILIATE HAVE ANY LIABILITY TO ANY LOAN PARTY, LENDER OR ANY
		OTHER PERSON FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL,
		INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT OR
		CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY OR ANY AGENT
		AFFILIATE’S TRANSMISSION OF APPROVED ELECTRONIC COMMUNICATIONS THROUGH THE
		INTERNET OR ANY USE OF THE APPROVED ELECTRONIC PLATFORM, EXCEPT TO THE EXTENT
		SUCH LIABILITY OF ANY AGENT AFFILIATE IS FOUND IN A FINAL NON-APPEALABLE
		JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FORM
		SUCH AGENT AFFILIATE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
	 

	 
		[SIGNATURE
		PAGES FOLLOW]
	 

	 
		 
	 


	 
		106
	 

	 
		 
	 

	 

	 
	 

	 

	 
		IN WITNESS WHEREOF,
		the parties hereto have caused this Agreement to be executed by their
		respective officers thereunto duly authorized, as of the date first above
		written.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  REVLON CONSUMER PRODUCTS
				  CORPORATION
				

			 
	 	 	 
 	 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  /s/ Robert K. Kretzman
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

				
 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Robert K. Kretzman
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: Executive Vice President,
				  Chief Legal Officer and General Counsel
				

			 

 

	 
		 
	 

	 
		[SIGNATURE PAGE TO TERM LOAN
		AGREEMENT]
	 

	 
		 
	 


	 
		 
	 

	 
		 
	 

	 

	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  CITICORP USA, INC., as
				  Administrative
 Agent, Collateral Agent
				  and Lender
				

			 
	 	 	
 	 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  /s/ David Leland
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

				
 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: David Leland
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: Vice President
				

			 

 

	 
		 
	 

	 
		[SIGNATURE PAGE TO TERM LOAN
		AGREEMENT]