<PAGE>


                                                                   EXHIBIT 4.19

--------------------------------------------------------------------------------



                     REVLON CONSUMER PRODUCTS CORPORATION


                                --------------



                             AMENDED AND RESTATED
                          COLLATERAL AGENCY AGREEMENT

                           dated as of May 30, 1997
                       and further amended and restated
                            as of November 30, 2001

                                --------------



                             JPMORGAN CHASE BANK,
                                 as Bank Agent

                             JPMORGAN CHASE BANK,
                            as Administrative Agent

                           WILMINGTON TRUST COMPANY,
                                  as Trustee

                                      and

                           WILMINGTON TRUST COMPANY,
                           as Note Collateral Agent




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<PAGE>



                               TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                                PAGE
                                                                                                                ----
<S>      <C>                                                                                                    <C>
1.       DEFINITIONS AND OTHER MATTERS............................................................................2

         1.1      Definitions.....................................................................................2

         1.2      Construction of References.....................................................................15

         1.3      Acts by Holders of Secured Obligations.........................................................15

         1.4      Determination of Amounts of Secured Obligations................................................16

2.       AUTHORITY OF ADMINISTRATIVE AGENT.......................................................................17

         2.1      General Authority of the Administrative Agent under the First Lien Documents...................17

         2.2      Right to Initiate Judicial Proceedings.........................................................17

         2.3      Right to Appoint a Receiver....................................................................18

         2.4      Exercise of Powers.............................................................................18

         2.5      Remedies Not Exclusive.........................................................................18

         2.6      Limitation on Administrative Agent's Duty in Respect of Collateral.............................19

         2.7      Limitations on Powers..........................................................................19

3.       AUTHORITY OF NOTE COLLATERAL AGENT......................................................................19

         3.1      General Authority of the Note Collateral Agent under the Second Lien Documents.................19

         3.2      Right to Initiate Judicial Proceedings.........................................................20

         3.3      Right to Appoint a Receiver....................................................................20

         3.4      Exercise of Powers.............................................................................21

         3.5      Remedies Not Exclusive.........................................................................21

         3.6      Limitation on Note Collateral Agent's Duty in Respect of Collateral............................21

         3.7      Limitations on Powers..........................................................................22

4.       PROCEEDS; PAYMENTS BY ADMINISTRATIVE AGENT..............................................................22

         4.1      Collateral Account.............................................................................22


                                      i
<PAGE>


<CAPTION>

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                                                                                                                ----
<S>               <C>                                                                                           <C>
         4.2      Application of Proceeds........................................................................23

         4.3      Amounts of Secured Obligations.................................................................26

         4.4      Time and Manner of Making Payments.............................................................27

         4.5      Investment of Monies...........................................................................27

         4.6      Obligation of Holders of the Secured Obligations...............................................27

         4.7      Contingent Obligations.........................................................................27

         4.8      Additional Collateral Account..................................................................28

         4.9      Temporary Investment Account...................................................................28

5.       ACKNOWLEDGEMENTS........................................................................................29

         5.1      Priority of Liens..............................................................................29

         5.2      Rights in Collateral...........................................................................30

         5.3      Obligations Unconditional......................................................................33

         5.4      Waiver of Claims...............................................................................33

         5.5      Waiver and Estoppel............................................................................33

         5.6      Limitation by Law..............................................................................34

         5.7      Rights of Parties in Respect of Secured Obligations............................................34

         5.8      Provisions Define Relative Rights..............................................................34

         5.9      Powers Coupled With An Interest................................................................35

6.       AGREEMENTS WITH ADMINISTRATIVE AGENT AND NOTE COLLATERAL AGENT..........................................35

         6.1      Delivery of Sharing Acknowledgements...........................................................35

         6.2      Information as to Bank Agent, Trustee and Other Holders of Secured Obligations.................35

         6.3      Compensation and Expenses......................................................................36

         6.4      Stamp and Other Similar Taxes..................................................................36

         6.5      Filing Fees, Excise Taxes, Etc.................................................................36

         6.6      Indemnification................................................................................36


                                      ii
<PAGE>


<CAPTION>

                                                                                                                PAGE
                                                                                                                ----
<S>               <C>                                                                                           <C>
         6.7      Liens for Collateral Fees......................................................................37

         6.8      Further Assurances.............................................................................37

7.       CONCERNING THE ADMINISTRATIVE AGENT AND THE NOTE COLLATERAL AGENT.......................................38

         7.1      Acceptance of Duties...........................................................................38

         7.2      Exculpatory Provisions.........................................................................38

         7.3      Delegation of Duties...........................................................................39

         7.4      Reliance by Agents; etc........................................................................39

         7.5      Limitations on Duties of Agents................................................................40

         7.6      Monies to be Held Hereunder....................................................................41

         7.7      Resignation and Removal of the Agents..........................................................41

         7.8      Status of Successor Agents.....................................................................43

         7.9      Merger of the Agents...........................................................................44

         7.10     Co-Agents; Separate Agents.....................................................................44

         7.11     Treatment of Payee or Indorsee by Administrative Agent; Representatives of Holders of Secured
                  Obligations....................................................................................47

8.       AMENDMENTS, RELEASES AND OTHER ACTIONS..................................................................48

         8.1      Directions and Consents by Controlling Party...................................................48

         8.2      No Individual Action, etc......................................................................49

         8.3      Condition on Duty to Act.......................................................................49

         8.4      Release of First Liens on Collateral...........................................................49

         8.5      Release of Second Liens on Collateral..........................................................50

9.       NOTICES.................................................................................................52

         9.1      Manner and Method of Giving Notices............................................................52

         9.2      Copies of Notices to be Sent by Agents.........................................................52

10.      MISCELLANEOUS...........................................................................................53


                                     iii
<PAGE>


<CAPTION>

                                                                                                                PAGE
                                                                                                                ----
<S>               <C>                                                                                           <C>
         10.1     Binding Effect.................................................................................53

         10.2     No Waivers.....................................................................................53

         10.3     Amendments, Supplements, Waivers and Consents..................................................53

         10.4     Headings.......................................................................................55

         10.5     Severability...................................................................................55

         10.6     Termination....................................................................................55

         10.7     No Effect on Terms of Credit Agreement or Indenture............................................56

         10.8     Successors and Assigns.........................................................................56

         10.9     Counterparts...................................................................................56

         10.10    GOVERNING LAW..................................................................................56
</TABLE>



Schedule and Exhibit

Schedule I        Comparable Second Lien Documents

Exhibit A         Form of Amendment Certificate


                                      iv
<PAGE>



               AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT


                   AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT, dated as
of May 30, 1997 and as further amended and restated as of November 30, 2001,
among REVLON CONSUMER PRODUCTS CORPORATION, a Delaware corporation (the
"Company"); JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank),
as administrative agent (in such capacity and as further defined below, the
"Bank Agent") under the Credit Agreement (as hereinafter defined) for the
Lenders (as hereinafter defined); JPMORGAN CHASE BANK (formerly known as The
Chase Manhattan Bank), as administrative agent (in such capacity and as
further defined below, the "Administrative Agent") under the First Lien
Documents (as hereinafter defined) for the holders of the Bank Obligations (as
hereinafter defined); WILMINGTON TRUST COMPANY, as trustee (in such capacity
and as further defined below, the "Trustee") for the holders of the Notes (as
hereinafter defined); and WILMINGTON TRUST COMPANY, as collateral agent (in
such capacity and as further defined below, the "Note Collateral Agent") under
the Second Lien Documents for the holders of the Note Obligations (as
hereinafter defined).

                             W I T N E S S E T H :
                              - - - - - - - - - -

                   WHEREAS, in connection with the Amended and Restated Credit
Agreement, dated as of May 30, 1997 (as amended, supplemented or otherwise
modified from time to time prior to the date hereof, the "Existing Credit
Agreement"), among the Company, certain of its subsidiaries, the lenders
parties thereto and the Bank Agent, (a) the Company has executed and delivered
the Amended and Restated Collateral Agency Agreement (Bank Obligations), dated
as of May 30, 1997 (as amended, supplemented or otherwise modified from time
to time prior to the date hereof, the "Existing Collateral Agency Agreement"),
with the Administrative Agent and (b) the Company, certain of its subsidiaries
and Revlon, Inc., a Delaware corporation and the immediate parent company of
the Company ("Revlon"), have executed and delivered mortgage, pledge and
security documents pursuant to which they granted to the Administrative Agent,
for the benefit of the holders of the Bank Obligations (as defined in the
Existing Collateral Agency Agreement), a first priority lien on the Collateral
(as hereinafter defined);

                   WHEREAS, in connection with the Indenture, dated as of
November 30, 2001 (as amended, restated, supplemented, modified, renewed,
refunded, replaced or refinanced in whole or in part from time to time (and
whether or not with the original trustee and noteholders or another trustee or
trustee or other noteholders and whether provided under such indenture, any
other indenture or any other agreement and whether for a greater or lesser
amount), the "Indenture"), between the Company and the Trustee relating to the
Company's 12% Senior Secured Notes due 2005 (together with any successor or
replacement notes that refinance such notes in whole or in part or any
additional notes issued pursuant to the Indenture, the "Notes"), the Company,
certain of its subsidiaries and Revlon have executed and delivered mortgage,
pledge and security documents pursuant to which they granted to the Note
Collateral Agent, for the benefit of the holders of the Note Obligations, a
second priority lien on the Collateral;

                  WHEREAS, the Existing Credit Agreement has been amended and
restated pursuant to the Second Amended and Restated Credit Agreement, dated as
of the date hereof (as



<PAGE>


                                                                               2



amended, restated, supplemented, modified, renewed, refunded, replaced or
refinanced in whole or in part from time to time (and whether or not with the
original administrative agent and lenders or another administrative agent or
agents or other lenders and whether provided under such credit agreement, any
other credit agreement, any indenture or any other agreement and whether for a
greater or lesser amount), the "Credit Agreement"), among the Company, certain
of its subsidiaries (the "Local Borrowing Subsidiaries"), the Lenders and the
Bank Agent;

                   WHEREAS, in connection with the Indenture and such
amendment and restatement of the Existing Credit Agreement, the Company has
requested that the Existing Collateral Agency Agreement be amended and
restated upon the terms set forth herein;

                   WHEREAS, each party hereto is agreeable to such requested
amendment and restatement, but only upon the terms and subject to the
conditions set forth herein; and

                   WHEREAS, it is a condition precedent to the obligation of
the Lenders to make their respective loans and other extensions of credit to
the Company and the Local Borrowing Subsidiaries (collectively, and together
with any other future borrowers under the Credit Agreement, the "Borrowers")
under the Credit Agreement, and to the obligation of the Indenture Noteholders
(as hereinafter defined) to purchase the Notes or, as the case may be, to the
right of the Company to a release of the proceeds of the Notes from escrow,
that the Company (for itself and the other Grantors), the Administrative
Agent, the Trustee and the Note Collateral Agent shall have executed this
Agreement;

                   NOW, THEREFORE, in consideration of the premises and for
other good and valuable consideration receipt of which is hereby acknowledged,
the parties hereby agree that the Existing Collateral Agency Agreement shall
be and hereby is amended and restated in its entirety as follows:

1.       DEFINITIONS AND OTHER MATTERS.

      1.1   Definitions. Unless otherwise defined herein, the following terms
shall have the meanings set forth below:

            "Acceptable Assignee Rating" shall mean, for purposes of clause
      (a) of the definition of the term "Eligible Institution", a commercial
      bank having a credit rating from S&P and Moody's in respect of (X) its
      long term bank deposits or (Y) if no such debt has a rating from such
      agencies which is then published and in effect, its long term debt or
      (Z) if neither of the foregoing types of debt have ratings from such
      agencies which are then published and in effect, the long term debt of
      its holding company, which credit rating shall be (a) BBB or better, in
      the case of S&P and (b) Baa2 or better, in the case of Moody's.
      Notwithstanding the foregoing, if the foregoing debt of the relevant
      commercial bank or its holding company, as the case may be, is rated
      only by one of S&P and Moody's and such rating is not worse than the
      rating described for such rating agency in the immediately foregoing
      sentence, such commercial bank shall be deemed to have an Acceptable
      Assignee Rating;

            "Act" shall have the meaning set forth in Section 1.3 hereof;


<PAGE>

                                                                               3



            "Actionable Event" shall mean the failure by the Company or any
      other Borrower to pay the Principal Amount due on any Secured
      Obligations on the stated maturity thereof or on any other date when the
      Principal Amount of any Secured Obligations shall have been declared or
      become due and payable;

            "Additional Collateral Account" shall have the meaning set forth
      in Section 4.8 hereof;

            "Additional Temporary Investment Account" shall have the meaning
      set forth in Section 4.9(f) hereof;

            "Administrative Agent" shall mean (a) JPMorgan Chase Bank and any
      successors thereof appointed in accordance with the terms of this
      Agreement, in each case as administrative agent for the holders of the
      Bank Obligations, or (b) under the circumstances set forth in Section
      5.2(e), the Note Collateral Agent, provided that, notwithstanding the
      foregoing clause (b), the Note Collateral Agent shall not be deemed to
      be the "Administrative Agent" for purposes of the recitals hereto,
      Sections 2 and 7 hereof (other than Section 7.11) or any Guarantees (as
      defined in the Credit Agreement);

            "Agreement" shall mean this Collateral Agency Agreement, as the
      same may be amended, restated, supplemented or otherwise modified from
      time to time;

            "Asset Disposition Covenant" shall have the meaning set forth in
      Section 4.9(b) hereof;

            "Bank Agent" shall mean JPMorgan Chase Bank and any successors
      thereof appointed in accordance with the terms of the Credit Agreement,
      in each case as administrative agent for the Lenders;

            "Bank Obligation Documents" shall mean, collectively, the
      documents and instruments governing or evidencing the Bank Obligations
      and shall include, without limitation, the Credit Agreement, the First
      Lien Documents, this Agreement and the other Credit Documents;

            "Bank Obligations" shall mean all present and future:

                    (a) unpaid principal of, premium, if any, and interest on
            (including interest accruing after the maturity of the Loans and
            Reimbursement Obligations and interest accruing after the filing
            of any petition in bankruptcy, or the commencement of any
            insolvency, reorganization or like proceeding, relating to any
            Grantor, 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 any Grantor to the Administrative
            Agent, to the Bank Agent or to 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, the Credit Agreement, any other Credit
            Document, the Letters of Credit or any other document made,
            delivered or given in connection herewith or therewith, whether on
            account of principal, premium, interest, reimbursement
            obligations,


<PAGE>


                                                                               4



            fees, indemnities, costs, expenses (including all fees, charges
            and disbursements of counsel to the Administrative Agent, to the
            Bank Agent or to any Lender that are required to be paid by any
            Grantor pursuant to the Credit Agreement) or otherwise (all of the
            obligations and Indebtedness referred to in this clause (a), the
            "Credit Agreement Obligations");

                    (b) Eligible Obligations of the Company owing to one or
            more Lenders (or affiliates thereof) or other Eligible
            Institutions and guarantees by the Company of Eligible Obligations
            of its Subsidiaries; and

                    (c) Eligible Obligations of the Company owing to any other
            Persons and Eligible Obligations of the Company's Subsidiaries
            that are not guaranteed by the Company, provided that, for so long
            as any Credit Agreement is in effect, no Eligible Obligations
            referred to in this clause (c) shall constitute Bank Obligations
            unless the Bank Agent has consented thereto;

            "Bankruptcy Event of Default" shall mean any of the following:

                    (a) Revlon, the Company or any of its Subsidiaries shall
            commence any case, proceeding or other action (i) 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 (ii) seeking appointment of a receiver,
            trustee, custodian or other similar official for it or for all or
            any substantial part of its assets; or

                    (b) there shall be commenced against Revlon, the Company
            or any of its Subsidiaries any such case, proceeding or other
            action referred to in clause (a) 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; or

                    (c) 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;

            "Borrowing Subsidiaries" shall have the meaning set forth in the
      recitals hereto;

            "Borrowers" shall have the meaning set forth in the recitals
      hereto;

            "Business Day" shall mean a day other than a Saturday, Sunday or
      other day on which commercial banks in New York, New York or Wilmington,
      Delaware are authorized or required by law to close;


<PAGE>

                                                                               5



            "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 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 of any commercial bank having capital and
      surplus in excess of $500,000,000, (c) repurchase obligations of any
      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 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 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;

            "Collateral" shall mean, collectively, the collateral from time to
      time pledged pursuant to either the First Lien Documents or the Second
      Lien Documents, whether such collateral is in existence on the date
      hereof or is hereafter acquired or created;

            "Collateral Account" shall have the meaning set forth in Section
      4.1 hereof;

            "Collateral Document" shall mean, collectively, the First Lien
      Documents and the Second Lien Documents;

            "Collateral Estate" shall mean, collectively, the First Collateral
      Estate and the Second Collateral Estate;

            "Collateral Fees" shall mean all fees, costs and expenses of the
      types described in Sections 6.3, 6.4, 6.5 and 6.6 hereof;

            "Collateral Proceeds" shall have the meaning set forth in Section
      4.2(b) hereof;

            "Company" shall have the meaning set forth in the preamble hereto;

            "Comparable Second Lien Document" means, in relation to any
      Collateral subject to any First Lien Document, that Second Lien Document
      which creates a security interest in the same Collateral, granted by the
      same Grantor. For the avoidance of doubt with respect to the First Lien
      Documents and Second Lien Documents in effect on the date hereof, the
      Comparable Second Lien Document in relation to the relevant First Lien
      Document is identified in Schedule I hereto;


<PAGE>

                                                                               6



            "Controlling Party" shall mean, at the time when any action is
      taken or is required to be taken by the Controlling Party, (a) at any
      time when the Credit Agreement is in effect, (i) with respect to
      Collateral subject to the lien of the First Lien Documents (whether or
      not also subject to the lien of the Second Lien Documents), the Bank
      Agent, and (ii) with respect to Collateral not subject to the lien of
      the First Lien Documents, the Trustee, (b) at any time when there are
      documents or instruments governing or evidencing Eligible Obligations in
      effect and no Credit Agreement is in effect, (i) with respect to
      Collateral subject to the lien of the First Lien Documents (whether or
      not also subject to the lien of the Second Lien Documents), the
      Administrative Agent or such other Person as may be selected by the
      holders of a majority in Principal Amount of such Eligible Obligations,
      acting as provided in Section 1.3, and (ii) with respect to Collateral
      not subject to the lien of the First Lien Documents, the Trustee, (c) at
      any time when the Indenture is in effect and neither the Credit
      Agreement nor any of the other documents or instruments referred to in
      clause (b) are in effect, the Trustee and (d) at any time when there are
      documents or instruments governing or evidencing Other Second Lien
      Obligations in effect and no Credit Agreement, Indenture or other
      document or instrument referred to in clause (b) is in effect, the
      Person selected by the holders of a majority in Principal Amount of such
      Other Second Lien Obligations, acting as provided in Section 1.3;

            "Credit Agreement" shall have the meaning set forth in the
      recitals hereto; provided, however, that the term "Credit Agreement"
      shall not include any agreement governing the obligations referred to in
      the proviso to the definition of "Credit Agreement Obligations";

            "Credit Agreement Obligations" shall have the meaning assigned to
      such term in clause (a) of the definition of the term "Bank
      Obligations"; provided, however, that the term "Credit Agreement
      Obligations" shall not include (a) any Eligible Obligations referred to
      in clause (f) of the definition thereof or (b) any Other Second Lien
      Obligations referred to in clause (a) of the definition thereof;

            "Credit Documents" shall mean the collective reference to the
      Credit Agreement, any promissory notes issued thereunder, any
      applications for Letters of Credit issued thereunder, any bankers'
      acceptances created and/or discounted thereunder, any guarantees of the
      obligations thereunder, any Affiliate Subordination Letters referred to
      therein, the First Lien Documents, this Agreement and any other document
      or instrument defined in the Credit Agreement as a "Credit Document"
      (or, in the case of any successor or replacement agreement, such term or
      any other defined term having a similar purpose);

            "Eligible Institution" shall mean (a) a commercial bank organized
      under the laws of the United States, or any State thereof, having total
      assets in excess of $1,000,000,000 and having an Acceptable Assignee
      Rating or (b) a commercial bank organized under the laws of any other
      country having total assets in excess of $1,000,000,000 (provided that
      such commercial bank shall not be an Eligible Institution if it or its
      holding company has a credit rating from S&P or Moody's for the type of
      debt described in clause (X), (Y) or (Z) of the definition of the term
      "Acceptable Assignee Rating" and it or its holding company, as the case
      may be, does not have an Acceptable Assignee Rating);


<PAGE>

                                                                               7



            "Eligible Obligation" shall mean, as to the Company or any
      Subsidiary of the Company, any obligations and Indebtedness of such
      Person which constitutes (a) Existing Working Capital Indebtedness, (b)
      New Working Capital Indebtedness, (c) Lender Hedging Obligations, (d)
      Other Hedging Obligations, (e) Lender Cash Management Obligations, (f)
      any portion of the obligations or Indebtedness in respect of any
      successor or replacement Credit Agreement that has been designated by
      the Company pursuant to Section 5.2(f) as an "Eligible Obligation" or
      (g) any other obligations or Indebtedness of such Person permitted by
      the terms of the Credit Agreement to be designated by the Company as an
      "Eligible Obligation" so long as such designation does not violate the
      Indenture ("Other Permitted First Lien Obligations"), including, in each
      such case and without limitation, all obligations to pay principal and
      interest on indebtedness for borrowed money, unpaid reimbursement
      obligations in respect of letters of credit and like instruments,
      obligations under interest rate, currency, commodity and similar swap
      and exchange agreements and in respect of foreign exchange transactions,
      and all obligations to pay commitment fees, agents' fees, letter of
      credit commissions, costs, expenses and other charges and amounts
      relating thereto; provided, however, that "Eligible Obligations" shall
      not include:

                          (x) any obligations and Indebtedness existing on the
            date hereof of the Company or any of its Subsidiaries to any
            Lender, or under any facility existing on the date hereof which is
            provided by a Lender, in respect of which such Lender shall as of
            the date hereof or at any time hereafter have entered into an
            agreement with the Company or any of its Subsidiaries to the
            effect that such obligations and Indebtedness are not "Bank
            Obligations" or "Eligible Obligations" for purposes of this
            Agreement (or any predecessor hereto); or

                          (y) any obligations and Indebtedness existing on the
            date hereof of the Company and its Subsidiaries to any Person who
            is not a Lender (or an affiliate thereof), or under any facility
            existing on the date hereof which is provided by a Person who is
            not a Lender (or an affiliate thereof), or created after the date
            hereof which is provided by any Person (whether or not a Lender),
            unless such obligations and Indebtedness are designated as
            "Eligible Obligations" in accordance with Section 6.1; provided,
            however, that the requirements of this clause (y) shall not apply
            to Lender Hedging Obligations and Lender Cash Management
            Obligations (it being understood and agreed that Lender Hedging
            Obligations and Lender Cash Management Obligations shall in any
            event constitute "Eligible Obligations");

            "Existing Credit Agreement" shall have the meaning set forth in
      the recitals hereto;

            "Existing Collateral Agency Agreement" shall have the meaning set
      forth in the recitals hereto;

            "Existing Working Capital Indebtedness" shall mean Indebtedness
      and obligations of the Company or any of its Subsidiaries, in each case
      (a) in such amounts as were available to the Company and its
      Subsidiaries as of September 30, 2001 and which


<PAGE>


                                                                               8



      were secured by the Existing Collateral Agency Agreement as of such
      date, (b) which were incurred for working capital purposes and (c) which
      are, or under any facility which was, in existence as of September 30,
      2001 (it being understood that a global commitment or line of credit
      extended to the Company and/or any of its Subsidiaries constitutes a
      single facility and that all Indebtedness incurred thereunder by the
      Company and its Subsidiaries from time to time after the date hereof
      shall constitute "Existing Working Capital Indebtedness" for purposes of
      this Agreement), and any refinancings, refundings, replacements,
      renewals or extensions in whole or in part from time to time thereof
      (without increasing, or shortening the maturity of, the principal amount
      thereof);

            "First Collateral Estate" shall have the meaning set forth in
      Section 2.1(c) hereof;

            "First Lien Documents" shall mean, collectively, all documents,
      now existing or hereafter arising, that create or purport to create in
      favor of the Administrative Agent, for the benefit of the holders of the
      Bank Obligations, a security interest in property to secure payment or
      performance of the Bank Obligations, in each case other than any
      security documents that secure only the obligations owing to a
      particular Local Fronting Lender or that secure only the obligations
      owing in respect of any Eligible Obligations; it being understood that
      the term "First Lien Documents" shall include (a) all Security Documents
      (as defined in the Credit Agreement as in effect on the date hereof)
      other than the Guarantees (as defined therein) and (b) with respect only
      to the liens granted to the Administrative Agent in Sections 4.1, 4.9
      and 6.7 hereof, this Agreement;

            "First Lien Termination Date" shall mean, except to the extent
      otherwise provided in Section 5.2(f), either (a) the release of all
      liens under the First Lien Documents in accordance with the terms of
      this Agreement or (b) all Bank Obligations having been Fully Satisfied,
      whichever shall first occur;

            "Fully Satisfied" shall mean:

                    (a) with respect to the Credit Agreement Obligations as of
            any date, that, on or before such date, (i) the principal of and
            interest accrued to such date on such Credit Agreement Obligations
            (other than the Undrawn L/C Obligations) shall have been paid in
            full in cash, (ii) all fees, expenses and other amounts then due
            and payable which constituted Credit Agreement Obligations (other
            than the Undrawn L/C Obligations) shall have been paid in full in
            cash, (iii) the commitments under the Credit Agreement shall have
            expired or irrevocably been terminated and (iv) the Undrawn L/C
            Obligations shall have been Fully Secured; provided, however,
            that, on such date, none of the Bank Agent, any -------- -------
            other agent under the Credit Agreement or the Lenders shall have
            made any claims in respect of Credit Agreement Obligations against
            any Borrower or any guarantor under any provision of any of the
            Credit Documents that has not been cash collateralized by an
            amount sufficient in the reasonable judgment of the Bank Agent and
            such Lender to secure such claim,

                    (b) with respect to any Bank Obligations (other than the
            Credit Agreement Obligations) as of any date, that, on or before
            such date, each of the


<PAGE>


                                                                               9



            following (to the extent applicable) shall have occurred: (i) the
            principal of and interest accrued to such date on such Bank
            Obligations shall have been paid in full in cash, (ii) all fees,
            expenses and other amounts then due and payable which constituted
            such Bank Obligations shall have been paid in full in cash, (iii)
            the commitments under any documents governing such Bank
            Obligations shall have expired or irrevocably been terminated,
            (iv) any letters of credit issued by the holder of such Bank
            Obligations and secured by the First Lien Documents shall have
            terminated, expired or been cash collateralized to the
            satisfaction of such holder and (v) the obligations of the Company
            and its Subsidiaries (other than customary indemnification and
            expense obligations that are expressly stated to survive such
            termination) under the documents and instruments evidencing or
            governing such Bank Obligations shall have terminated, and

                    (c) with respect to the Indenture Obligations as of any
            date, that, on or before such date, either (i) (A) the principal
            of and interest accrued to such date on such Indenture Obligations
            shall have been paid in full in cash and (B) all fees, expenses
            and other amounts then due and payable which constituted Indenture
            Obligations shall have been paid in full in cash; provided,
            however, that, on such date, none of the Trustee or the Indenture
            Noteholders shall have made any claims in respect of Indenture
            Obligations against the Company or any guarantor under any
            provision of any of the Indenture or the Notes that has not been
            cash collateralized by an amount sufficient in the reasonable
            judgment of the Trustee and such Indenture Noteholder to secure
            such claim; or (ii) the Trustee shall have acknowledged
            satisfaction and discharge of the Indenture pursuant to Section
            8.01(a) of the Indenture (or any comparable provision of any
            successor or replacement Indenture); or (iii) the Trustee shall
            have acknowledged the discharge of the obligations of the Company
            and the Grantors under Article XI of the Indenture (or any
            comparable provision of any successor or replacement Indenture) in
            connection with the exercise of the Company's legal or covenant
            defeasance option pursuant to Section 8.01(b) of the Indenture (or
            any comparable provision of any successor or replacement
            Indenture);

            "Fully Secured" shall mean, with respect to any Undrawn L/C
      Obligations as of any date, that, on or before such date, such Undrawn
      L/C Obligations shall have been secured by the grant to the relevant
      issuing lender by the Company of a first priority, perfected security
      interest in, and lien on, (a) cash or Cash Equivalents in an amount at
      least equal to the excess of the amount of such Undrawn L/C Obligations
      over the amount equal to the maximum commitment to issue Letters of
      Credit under the Credit Agreement on such date or (b) other collateral
      security which is acceptable to such issuing lender and the Required
      Lenders;

            "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);


<PAGE>


                                                                              10



            "Grantors" shall mean, collectively, Revlon, the Company and each
      Subsidiary of the Company that has executed and delivered a Collateral
      Document;

            "Hedging Agreements" shall mean (a) any interest rate swaps,
      options, caps, collar or insurance agreements or similar arrangements
      dealing with interest rates or currency exchange rates or the exchange
      of nominal interest obligations, either generally or under specific
      contingencies, and (b) any other foreign exchange contracts dealing with
      hedging currency exposure or otherwise providing foreign exchange;

            "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) obligations of such Person under
      leases which have been or, in accordance with generally accepted
      accounting principles in the United States of America, should be,
      recorded as capitalized leases, (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 capital stock or other equity interests
      of such Person or any warrants, rights or options to acquire such
      capital stock or other equity interests (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 interest rate agreements,
      foreign exchange and other financial hedge contracts (including, without
      limitation, any Hedging Agreements and equity hedge contracts), (k) all
      Indebtedness of the types referred to in clauses (a) through (j) above
      which is guaranteed directly or indirectly by such Person and (l)
      renewals, extensions, refundings, deferrals, restructurings, amendments
      and modifications of any such indebtedness, obligation or guarantee;

            "Indenture" shall have the meaning set forth in the recitals
      hereto;

            "Indenture Noteholders" shall mean the holders from time to time
      of the Indenture Obligations (other than the Trustee and the Note
      Collateral Agent);

            "Indenture Obligations" shall have the meaning assigned to such
      term in clause (a) of the definition of the term "Note Obligations";


<PAGE>

                                                                              11



            "Lender Cash Management Obligations" shall mean 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 any affiliate thereof) or arising in connection with
      Automated Clearinghouse transfers of funds by any Lender (or any
      affiliate thereof);

            "Lender Hedging Obligations" shall mean Indebtedness and
      obligations of the Company or any of its Subsidiaries to a Lender (or
      any affiliate thereof) in respect of any Hedging Agreement;

            "Lenders" shall mean the banks and other Persons from time to time
      party to the Credit Agreement as lenders;

            "Letter of Credit" shall mean any letter of credit issued under
      the Credit Agreement;

            "Loan" shall mean any loan (including, without limitation, term
      loans, revolving credit loans and swing line loans) made under (and any
      bankers' acceptances created or discounted under) the Credit Agreement;

            "Moody's" shall mean Moody's Investors Service, Inc. (or any
      successor thereto);

            "New Working Capital Indebtedness" shall mean Indebtedness and
      obligations of the Company or any of its Subsidiaries, in each case
      incurred for working capital purposes and which are not in existence on
      the date hereof (it being understood that a global commitment or line of
      credit extended to the Company and/or any of its Subsidiaries
      constitutes a single facility and that all Indebtedness incurred
      thereunder by the Company and its Subsidiaries from time to time after
      the date hereof shall constitute "New Working Capital Indebtedness" for
      purposes of this Agreement);

            "Note Collateral Agent" shall mean Wilmington Trust Company and
      any successors thereof appointed in accordance with the terms of this
      Agreement, in each case as collateral agent for the holders of the Note
      Obligations;

            "Note Obligation Documents" shall mean, collectively, the
      documents and instruments governing or evidencing the Note Obligations
      and shall include, without limitation, the Indenture, the Notes, the
      Second Lien Documents and this Agreement;

            "Note Obligations" shall mean all present and future:

                    (a) unpaid principal of, premium, if any, and interest on,
            the Notes (including, without limitation, interest accruing at the
            then applicable rate provided in the instruments governing the
            Notes after the maturity of the Notes and interest accruing at the
            then applicable rate provided in such instruments after the filing
            of any petition in bankruptcy, or the commencement of any
            insolvency, reorganization or like proceeding, relating to any
            Grantor, whether or not a claim for post-filing or post-petition
            interest is allowed in such proceeding) and all other obligations
            and liabilities of any Grantor to the Trustee, to the Note
            Collateral


<PAGE>


                                                                              12



            Agent or to any Indenture Noteholder, 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, the Indenture, the Notes, any
            Second Lien Document or any other document made, delivered or
            given in connection herewith or therewith, whether on account of
            principal, premium, interest, fees, indemnities, costs, expenses
            (including all fees, charges and disbursements of counsel to the
            Trustee, to the Note Collateral Agent or to any Indenture
            Noteholder that are required to be paid by any Grantor pursuant to
            the Indenture) or otherwise (all of the obligations and
            Indebtedness referred to in this clause (a), the "Indenture
            Obligations"); and

                    (b)      any Other Second Lien Obligations;

            "Notes" shall have the meaning set forth in the recitals hereto;

            "Notice of an Actionable Event" shall mean (a) a certificate
      delivered to the Administrative Agent by the Controlling Party which
      states that an Actionable Event has occurred with respect to the Secured
      Obligations represented by such Controlling Party or (b) whether or not
      any certificate or notice thereof shall have been delivered to the
      Administrative Agent, a Bankruptcy Event of Default. A Notice of an
      Actionable Event has been "given" (i) in the case of a Bankruptcy Event
      of Default, when such Bankruptcy Event of Default occurs or (ii) in the
      case of any other Notice of an Actionable Event, when the certificate
      referred to in clause (a) of the immediately preceding sentence has
      actually been received by the Administrative Agent. A Notice of an
      Actionable Event has been "rescinded" when, after a Notice of an
      Actionable Event (other than a Bankruptcy Event of Default) has been
      given, the Administrative Agent determines that there exists no
      Actionable Event or when, after a Bankruptcy Event of Default, such
      Bankruptcy Event of Default is no longer continuing. A Notice of an
      Actionable Event is "outstanding" at all times after such Notice of an
      Actionable Event has been given until such time, if any, as such Notice
      of an Actionable Event has been rescinded. For purposes of this
      definition of "Notice of Actionable Event," (w) when the Controlling
      Party is the Bank Agent, the Secured Obligations represented by the
      Controlling Party are the Credit Agreement Obligations, (x) when the
      Controlling Party is the Trustee, the Secured Obligations represented by
      the Controlling Party are the Indenture Obligations, (y) when the
      Controlling Party is the Person selected pursuant to clause (b)(i) of
      the definition thereof, the Secured Obligations represented by the
      Controlling Party are the Eligible Obligations, and (z) when the
      Controlling Party is the Person selected pursuant to clause (d) of the
      definition thereof, the Secured Obligations represented by the
      Controlling Party are the Other Second Lien Obligations. Any Notice of
      Actionable Event given by the Trustee when it is the Controlling Party
      with respect to certain Collateral pursuant to clause (a)(ii) or (b)(ii)
      of the definition of "Controlling Party" shall be effective only in
      respect of Collateral not subject to the lien of the First Lien
      Documents;

            "Officers' Certificate" shall mean a certificate signed by (a) the
      Chief Executive Officer, President or any Vice President of the Company
      and (b) the Chief Financial Officer, Treasurer or Controller of the
      Company;


<PAGE>


                                                                              13



            "Other Hedging Obligations" shall mean Indebtedness and
      obligations of the Company or any of its Subsidiaries in respect of any
      Hedging Agreement, in each case which are owing to a Person which is not
      a Lender (or an affiliate thereof) on the date hereof and which
      Indebtedness and obligations are in existence on the date hereof;

            "Other Permitted First Lien Obligations" shall have the meaning
      assigned to such term in clause (g) of the definition of the term
      "Eligible Obligation";

            "Other Permitted Second Lien Obligations" shall have the meaning
      assigned to such term in clause (b) of the definition of the term "Other
      Second Lien Obligation";

            "Other Second Lien Obligation" shall mean shall mean, as to any
      Person, any obligations and Indebtedness of such Person which
      constitutes (a) any portion of the obligations or Indebtedness in
      respect of any successor or replacement Credit Agreement that has been
      designated by the Company pursuant to Section 5.2(f) as an "Other Second
      Lien Obligation" or (b) any other obligations or Indebtedness of such
      Person permitted by the terms of the Credit Agreement to be designated
      by the Company as an "Other Second Lien Obligation" so long as such
      designation does not violate the Indenture ("Other Permitted Second Lien
      Obligations"), including, in each such case and without limitation, all
      obligations to pay principal and interest on indebtedness for borrowed
      money, all obligations to pay principal and interest in respect of
      bonds, debentures, notes and similar instruments, unpaid reimbursement
      obligations in respect of letters of credit and like instruments,
      obligations under interest rate, currency, commodity and similar swap
      and exchange agreements and in respect of foreign exchange transactions,
      and all obligations to pay commitment fees, agents' fees, letter of
      credit commissions, costs, expenses and other charges and amounts
      relating thereto; provided, however, that "Other Second Lien
      Obligations" shall not include any obligations and Indebtedness of the
      Company and its Subsidiaries to any Person unless such obligations and
      Indebtedness are designated as "Other Second Lien Obligations" in
      accordance with Section 6.1;

            "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;

            "Principal Amount" shall mean at any time, without duplication,
      (a) with respect to any Secured Obligations comprised of Indebtedness
      for borrowed money or evidenced by notes or similar instruments, the
      aggregate outstanding principal amount of such Indebtedness at such time
      (without regard to the amount of any related obligations for interest,
      fees or other amounts) and (b) with respect to any other Secured
      Obligations, the aggregate exposure at such time of the holder of such
      Secured Obligations that is equivalent to principal amount (as
      reasonably determined by (i) in the case of any such other Secured
      Obligations that are Eligible Obligations, the Administrative Agent or
      any other Person designated by the Administrative Agent and (ii) in the
      case of any such other Secured Obligations that are Other Second Lien
      Obligations, the Note Collateral Agent or any other Person designated by
      the Note Collateral Agent);


<PAGE>


                                                                              14



            "Reimbursement Obligations" shall mean the obligation of the
      Company to reimburse the issuing lender pursuant to the Credit Agreement
      for amounts drawn under Letters of Credit issued by such issuing lender
      under the Credit Agreement;

            "Required Lenders" shall have the meaning assigned to such term in
      the Credit Agreement (or, in the case of any successor or replacement
      agreement, the meaning assigned to such term or any other defined term
      having a similar purpose);

            "Revlon" shall have the meaning set forth in the recitals hereto;

            "S&P" shall mean Standard & Poor's Corporation (and any successor
      thereto);

            "Second Collateral Estate" shall have the meaning set forth in
      Section 3.1(c) hereof;

            "Second Lien Documents" shall mean, collectively, all documents,
      now existing or hereafter arising, that create or purport to create in
      favor of the Note Collateral Agent, for the benefit of the holders of
      the Note Obligations, a security interest in property to secure payment
      or performance of the Note Obligations, in each case other than any
      security documents that secure only the obligations owing in respect of
      any Other Second Lien Obligations; it being understood that the term
      "Second Lien Documents" shall include (a) all Security Documents (as
      defined in the Indenture as in effect on the date hereof) but shall
      exclude the Indenture Guarantees (as defined in the Indenture) and (b)
      with respect only to the liens granted to the Note Collateral Agent in
      Sections 4.1, 4.9 and 6.7 hereof, this Agreement;

            "Second Lien Termination Date" shall mean either (a) the release
      of all liens under the Second Lien Documents in accordance with the
      terms of this Agreement or (b) all Indenture Obligations having been
      Fully Satisfied, whichever shall first occur;

            "Secured Obligations" shall mean, collectively, the Bank
      Obligations, the Note Obligations and the Collateral Fees;

            "Sharing Acknowledgement" shall have the meaning set forth in
      Section 6.1 hereof;

            "Subsidiary" of any Person shall mean a corporation or other
      entity of which shares of stock or other ownership interests having
      ordinary voting power (other than stock or other ownership interests
      having such power only by reason of the happening of a contingency) to
      elect a majority of the directors of such corporation, or other Persons
      performing similar functions for such entity, are owned, directly or
      indirectly, by such Person; provided that, unless otherwise qualified,
      all references to a "Subsidiary" or to "Subsidiaries" in this Agreement
      shall refer to a Subsidiary or Subsidiaries of the Company;

            "Temporary Cash Investments" shall have the meaning assigned to
      such term in the Indenture (or, if there is no such defined term in the
      Indenture, shall mean Cash Equivalents).


<PAGE>


                                                                              15



            "Temporary Disposition Proceeds" shall have the meaning set forth
      in Section 4.9(b) hereof;

            "Temporary Investment Account" shall have the meaning set forth in
      Section 4.9(a) hereof;

            "Termination Date" shall mean either (a) the date of release of
      all liens under both the First Lien Documents and the Second Lien
      Documents in accordance with the terms of this Agreement or (b) the
      first date upon which both the Credit Agreement Obligations and the
      Indenture Obligations are Fully Satisfied (regardless of whether any
      other Secured Obligations remain outstanding), whichever shall first
      occur;

            "Trustee" shall mean Wilmington Trust Company and any successors
      thereof appointed in accordance with the terms of the Indenture, in each
      case as trustee for the Indenture Noteholders;

            "Undrawn L/C Obligations" shall mean the portion, if any, of the
      Credit Agreement Obligations constituting the contingent obligation of
      the Company to reimburse each issuing lender in respect of the then
      undrawn and unexpired portions of Letters of Credit issued by such
      issuing lender under the Credit Agreement;

            "unpaid" shall have the meaning set forth in Section 4.3 hereof.

      1.2 Construction of References. The terms defined in this Agreement
shall, for purposes of this Agreement, have the meanings assigned to them and
shall include the plural as well as the singular. All references in this
Agreement to designated Sections and other subdivisions are to designated
Sections and other subdivisions of this Agreement, and the words "herein,"
"hereof," and "hereunder" and other words of similar import refer to this
Agreement as a whole and not to any particular Section or other subdivision.
Except as otherwise indicated, all the agreements or instruments herein
defined or referred to shall mean such agreements or instruments as the same
may from time to time be supplemented or amended or the terms thereof waived
or modified to the extent permitted by, and in accordance with, the terms
thereof. All references in this Agreement to "the date hereof" and other words
of similar import refer to November 30, 2001.

      1.3 Acts by Holders of Secured Obligations. Any request, demand,
authorization, direction, notice or consent, waiver or other action permitted
or required by this Agreement to be given or taken by holders of the Secured
Obligations or by the Controlling Party may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such Persons
either in person or by one or more duly authorized agents and, except as
otherwise expressly provided, such action shall become effective when such
instrument or instruments are delivered to the Administrative Agent or the
Note Collateral Agent, as applicable. The instrument or instruments evidencing
such action (and the action embodied therein and evidenced thereby) are
sometimes referred to herein as the "Act" of the Persons signing such
instrument or instruments. The Administrative Agent or the Note Collateral
Agent, as applicable, shall be entitled to rely absolutely upon an Act of the
holders of the Secured Obligations or the Controlling Party, if such Act
purports to be taken by or on behalf of the


<PAGE>


                                                                              16



Person in question, and nothing in this Section 1.3 or in this Agreement shall
require or be construed to require the Administrative Agent or the Note
Collateral Agent, as applicable, to demonstrate that such Person has been
authorized by any holders of the Secured Obligations or the Controlling Party
to take the action which such Person purports to be taking, the Administrative
Agent or the Note Collateral Agent, as applicable, being entitled to rely
conclusively, and shall be fully protected in relying, on an Act of such
Person.

      1.4 Determination of Amounts of Secured Obligations. (a) Whenever the
Administrative Agent is required to determine the existence or amount
(including, without limitation, the Principal Amount) of any of the Credit
Agreement Obligations for any purpose of this Agreement, it shall (unless
otherwise directed by a court of competent jurisdiction) be entitled to
determine such amounts on the basis of a certification to it of such amounts
by the Bank Agent.

          (b) Whenever the Administrative Agent is required to determine the
existence or amount (including, without limitation, the Principal Amount) of
any of the Bank Obligations (other than any Credit Agreement Obligations) for
any purpose of this Agreement, it shall (unless otherwise directed by a court
of competent jurisdiction) be entitled to determine such amounts on the basis
of a certification to it of such amounts by the Company; provided, however,
that if, upon the request of the Administrative Agent, the Company shall fail
to provide the certification as to the existence or amount of any Bank
Obligation as contemplated above within a reasonable period of time, the
Administrative Agent shall be entitled to determine such existence or amount
by such method as the Administrative Agent may, in its sole discretion,
determine. The Administrative Agent may rely conclusively, and shall be fully
protected in relying, on any determination made by it in accordance with the
provisions of the immediately preceding sentence (or as otherwise directed by
a court of competent jurisdiction) and shall have no liability to any Grantor,
any holder of any Bank Obligation or any other Person as a result of such
determination.

          (c) Whenever the Administrative Agent or the Note Collateral Agent is
required to determine the existence or amount (including, without limitation,
the Principal Amount) of any of the Indenture Obligations for any purpose of
this Agreement, it shall (unless otherwise directed by a court of competent
jurisdiction) be entitled to determine such amounts on the basis of a
certification to it of such amounts by the Trustee.

          (d) Whenever the Administrative Agent or the Note Collateral Agent is
required to determine the existence or amount (including, without limitation,
the Principal Amount) of any of the Other Second Lien Obligations for any
purpose of this Agreement, it shall (unless otherwise directed by a court of
competent jurisdiction) be entitled to determine such amounts on the basis of
a certification to it of such amounts by the Company; provided, however, that
if, upon the request of the Administrative Agent or the Note Collateral Agent,
as applicable, the Company shall fail to provide the certification as to the
existence or amount of any Other Second Lien Obligation as contemplated above
within a reasonable period of time, the Administrative Agent or the Note
Collateral Agent, as applicable, shall be entitled to determine such existence
or amount by such method as the Administrative Agent or the Note Collateral
Agent, as applicable, may, in its sole discretion, determine. Each of the
Administrative Agent and the Note Collateral Agent may rely conclusively, and
shall be fully protected in relying, on


<PAGE>


                                                                              17



any determination made by it in accordance with the provisions of the
immediately preceding sentence (or as otherwise directed by a court of
competent jurisdiction) and shall have no liability to any Grantor, any holder
of any Other Second Lien Obligation or any other Person as a result of such
determination.

        (e) Upon any request of the Administrative Agent from time to time,
the Company will furnish a certificate to the Administrative Agent as to the
existence or amount of, and the holder of, any Secured Obligation and the
representative, if any, of each class of Secured Obligations and, if so
requested, such certificate shall set forth all the Secured Obligations. Any
certificate by the Company under this Section 1.4 shall be in the form of an
Officers' Certificate.


      2.  AUTHORITY OF ADMINISTRATIVE AGENT.


General Authority of the Administrative Agent under the First Lien Documents.
(a) Each Grantor hereby irrevocably constitutes and appoints the
Administrative Agent and any officer or agent thereof, with full power of
substitution, as its true and lawful attorney-in-fact with full power and
authority in its or his own name, from time to time in the Administrative
Agent's reasonable discretion to take any and all appropriate action and to
execute any and all documents and instruments which may be necessary or
desirable to carry out the terms of this Agreement and the First Lien
Documents and accomplish the purposes hereof and thereof and, without limiting
the generality of the foregoing, each Grantor hereby acknowledges that the
Administrative Agent shall have all powers and remedies set forth in the First
Lien Documents subject to the terms of this Agreement.

        (b) By acceptance of the benefits of this Agreement and the First Lien
Documents, the Bank Agent and each other holder of Bank Obligations shall be
deemed irrevocably (i) to consent to the appointment of the Administrative
Agent as its agent hereunder and under the First Lien Documents, (ii) to
confirm that the Administrative Agent shall have the authority to act as the
exclusive agent of such Person for enforcement of any provisions of this
Agreement and the First Lien Documents against any Grantor or the exercise of
remedies hereunder or thereunder subject to the terms of this Agreement, (iii)
to agree that such Person shall not take any action to enforce any provisions
of this Agreement or any First Lien Document against any Grantor or to
exercise any remedy hereunder or thereunder and (iv) to agree to be bound by
the terms of this Agreement and the First Lien Documents.

        (c) The Administrative Agent hereby agrees that it holds and will hold
all of its right, title and interest in, to and under the First Lien Documents
and the Collateral granted to the Administrative Agent thereunder whether now
existing or hereafter arising (all such right, title and interest being
hereinafter referred to as the "First Collateral Estate") under and subject to
the conditions set forth in this Agreement; and the Administrative Agent
further agrees that it will hold such First Collateral Estate for the benefit
of the holders of the Bank Obligations, as security for the payment and
performance of all Bank Obligations, subject to the limits set forth in the
First Lien Documents and this Agreement.


      2.2  Right to Initiate Judicial Proceedings.  The Administrative Agent, in
accordance with the provisions of Sections 2.7 and 7, (a) shall have the right
and power to institute and maintain such suits and proceedings as it may deem
appropriate to protect and enforce the rights


<PAGE>


                                                                              18



vested in it by this Agreement and each First Lien Document and (b) may,
either after entry, or without entry, proceed by suit or suits at law or in
equity to enforce such rights and to foreclose upon the Collateral subject to
the First Lien Documents and to sell all or, from time to time, any of such
Collateral under the judgment or decree of a court of competent jurisdiction.

      2.3  Right to Appoint a Receiver.  Subject to Section 2.7, upon the filing
of a bill in equity or other commencement of judicial proceedings to enforce
the rights of the Administrative Agent under this Agreement or any First Lien
Document, the Administrative Agent shall, to the extent permitted by law, with
notice to the Company but without notice to any party claiming through the
Grantors, without regard to the solvency or insolvency at the time of any
Person then liable for the payment of any of the Bank Obligations, without
regard to the then value of the First Collateral Estate, and without requiring
any bond from any complainant in such proceedings, be entitled as a matter of
right to the appointment of a receiver or receivers of the First Collateral
Estate, or any part thereof, and of the rents, issues, tolls, profits,
royalties, revenues and other income thereof, pending such proceedings, with
such powers as the court making such appointment shall confer, and to the
entry of an order directing that the rents, issues, tolls, profits, royalties,
revenues and other income of the property constituting the whole or any part
of the First Collateral Estate be segregated, sequestered and impounded for
the benefit of the Administrative Agent and the holders of the Bank
Obligations, and each Grantor irrevocably consents to the appointments of such
receiver or receivers and to the entry of such order; provided that,
notwithstanding the appointment of any receiver, the Administrative Agent
shall be entitled to retain possession and control of all cash and Cash
Equivalents held by or deposited with it pursuant to this Agreement or any
First Lien Document (it being agreed, however, that all such cash and Cash
Equivalents shall be deposited in to the Collateral Account and held by the
Administrative Agent pursuant to Section 4.1 as part of the Collateral
Estate).

      2.4  Exercise of Powers.  All of the powers, remedies and rights of the
Administrative Agent as set forth in this Agreement may be exercised by the
Administrative Agent in respect of any First Lien Document as though set forth
in full therein and all of the powers, remedies and rights of the
Administrative Agent as set forth in any First Lien Document may be exercised
from time to time as herein and therein provided.

      2.5  Remedies Not Exclusive.  (a) No remedy conferred upon or reserved to
the Administrative Agent herein or in the First Lien Documents is intended to
be exclusive of any other remedy or remedies, but every such remedy shall be
cumulative and shall be in addition to every other remedy conferred herein or
in any First Lien Document or now or hereafter existing at law or in equity or
by statute subject to Section 2.7.

           (b) No delay or omission by the Administrative Agent to exercise
any right, remedy or power hereunder or under any First Lien Document shall
impair any such right, remedy or power or shall be construed to be a waiver
thereof, and every right, power and remedy given by this Agreement or any
First Lien Document to the Administrative Agent may be exercised from time to
time and as often as may be deemed expedient by the Administrative Agent.

           (c) If the Administrative Agent shall have proceeded to enforce any
right, remedy or power under this Agreement or any First Lien Document and the
proceeding for the


<PAGE>


                                                                              19



enforcement thereof shall have been discontinued or abandoned for any reason
or shall have been determined adversely to the Administrative Agent, then the
Grantors, the Administrative Agent, the other parties hereto and the other
holders of Secured Obligations shall, subject to any determination in such
proceeding, severally and respectively be restored to their former positions
and rights hereunder or thereunder with respect to the Collateral Estate and
in all other respects, and thereafter all rights, remedies and powers of the
Administrative Agent shall continue as though no such proceeding had been
taken.

           (d) All rights of action and of asserting claims upon or under this
Agreement and the First Lien Documents may be enforced by the Administrative
Agent without the possession of any instrument evidencing any Bank Obligation
or the production thereof at any trial or other proceeding relative thereto,
and any suit or proceeding instituted by the Administrative Agent shall be,
subject to Sections 7.5(c) and 7.10(b)(ii), brought in its name as
Administrative Agent and any recovery of judgment shall be deposited into the
Collateral Account and held by the Administrative Agent pursuant to Section
4.1 as part of the Collateral Estate.

      2.6  Limitation on Administrative Agent's Duty in Respect of Collateral.
Beyond its duties as to the custody thereof expressly provided herein or in
any First Lien Document and to account to the holders of the Secured
Obligations and the Grantors for moneys and other property received by it
hereunder or under any First Lien Document, the Administrative Agent shall not
have any duty to the Grantors, any other party hereto or to the holders of the
Secured Obligations as to any Collateral in its possession or control or in
the possession or control of any of its agents or nominees, or any income
thereon or as to the preservation of rights against prior parties or any other
rights pertaining thereto unless arising from the gross negligence or willful
misconduct of the Administrative Agent.

      2.7  Limitations on Powers.  Notwithstanding anything to the contrary
contained herein or in any First Lien Document or any other Bank Obligation
Document, each of the parties hereto acknowledges and agrees that (a) only the
Administrative Agent is entitled to enforce the provisions of the First Lien
Documents and exercise remedies thereunder, (b) only the Controlling Party is
entitled to direct the actions of the Administrative Agent hereunder and under
the First Lien Documents and (c) the Administrative Agent shall not be
entitled to exercise remedies under the First Lien Documents unless a Notice
of Actionable Event is outstanding.

      3.  AUTHORITY OF NOTE COLLATERAL AGENT.

      3.1 General Authority of the Note Collateral Agent under the Second Lien
Documents. (a) Each Grantor hereby irrevocably constitutes and appoints the
Note Collateral Agent and any officer or agent thereof, with full power of
substitution, as its true and lawful attorney-in-fact with full power and
authority in its or his own name, from time to time in the Note Collateral
Agent's discretion to take any and all appropriate action and to execute any
and all documents and instruments which may be necessary or desirable to carry
out the terms of this Agreement and the Second Lien Documents and accomplish
the purposes hereof and thereof and, without limiting the generality of the
foregoing, each Grantor hereby acknowledges that the Note Collateral Agent
shall have all powers and remedies set forth in the Second Lien Documents
subject to the terms of this Agreement.


<PAGE>

                                                                              20



            (b) By acceptance of the benefits of this Agreement and the Second
Lien Documents, the Trustee and each other holder of Note Obligations shall be
deemed irrevocably (i) to consent to the appointment of the Note Collateral
Agent as its agent hereunder and under the Second Lien Documents, (ii) to
confirm that the Note Collateral Agent shall have the authority to act as the
exclusive agent of such Person for enforcement of any provisions of this
Agreement and the Second Lien Documents against any Grantor or the exercise of
remedies hereunder or thereunder subject to the terms of this Agreement, (iii)
to agree that such Person shall not take any action to enforce any provisions
of this Agreement or any Second Lien Document against any Grantor or to
exercise any remedy hereunder or thereunder and (iv) to agree to be bound by
the terms of this Agreement and the Second Lien Documents.

            (c) The Note Collateral Agent hereby agrees that it holds and will
hold all of its right, title and interest in, to and under the Second Lien
Documents and the Collateral granted to the Note Collateral Agent thereunder
whether now existing or hereafter arising (all such right, title and interest
being hereinafter referred to as the "Second Collateral Estate") under and
subject to the conditions set forth in this Agreement; and the Note Collateral
Agent further agrees that it will hold such Second Collateral Estate for the
benefit of the holders of the Note Obligations, as security for the payment
and performance of all Note Obligations, subject to the limits set forth in
the Second Lien Documents and this Agreement.

         3.2  Right to Initiate Judicial Proceedings. The Note Collateral Agent,
in accordance with the provisions of Sections 3.7 and 7, (a) shall have the
right and power to institute and maintain such suits and proceedings as it may
deem appropriate to protect and enforce the rights vested in it by this
Agreement and each Second Lien Document and (b) may, either after entry, or
without entry, proceed by suit or suits at law or in equity to enforce such
rights and to foreclose upon the Collateral subject to the Second Lien Documents
and to sell all or, from time to time, any of such Collateral under the judgment
or decree of a court of competent jurisdiction.

      3.3  Right to Appoint a Receiver.  Subject to Section 3.7, upon the filing
of a bill in equity or other commencement of judicial proceedings to enforce
the rights of the Note Collateral Agent under this Agreement or any Second
Lien Document, the Note Collateral Agent shall, to the extent permitted by
law, with notice to the Company but without notice to any party claiming
through the Grantors, without regard to the solvency or insolvency at the time
of any Person then liable for the payment of any of the Note Obligations,
without regard to the then value of the Second Collateral Estate, and without
requiring any bond from any complainant in such proceedings, be entitled as a
matter of right to the appointment of a receiver or receivers of the Second
Collateral Estate, or any part thereof, and of the rents, issues, tolls,
profits, royalties, revenues and other income thereof, pending such
proceedings, with such powers as the court making such appointment shall
confer, and to the entry of an order directing that the rents, issues, tolls,
profits, royalties, revenues and other income of the property constituting the
whole or any part of the Second Collateral Estate be segregated, sequestered
and impounded for the benefit of the Note Collateral Agent and the holders of
the Note Obligations, and each Grantor irrevocably consents to the
appointments of such receiver or receivers and to the entry of such order;
provided that, notwithstanding the appointment of any receiver, the Note
Collateral Agent shall be entitled to retain possession and control of all
cash and Cash Equivalents held by or deposited with it pursuant to this
Agreement or any Second Lien Document (it being agreed, however, that all such
cash and Cash Equivalents shall be delivered to the Administrative Agent


<PAGE>


                                                                              21



pursuant to Section 4.6 and held by the Administrative Agent pursuant to
Section 4.1 as part of the Collateral Estate).

      3.4  Exercise of Powers.  All of the powers, remedies and rights of the
Note Collateral Agent as set forth in this Agreement may be exercised by the
Note Collateral Agent in respect of any Second Lien Document as though set
forth in full therein and all of the powers, remedies and rights of the Note
Collateral Agent as set forth in any Second Lien Document may be exercised
from time to time as herein and therein provided.

      3.5  Remedies Not Exclusive.  (a) No remedy conferred upon or reserved to
the Note Collateral Agent herein or in the Second Lien Documents is intended
to be exclusive of any other remedy or remedies, but every such remedy shall
be cumulative and shall be in addition to every other remedy conferred herein
or in any Second Lien Document or now or hereafter existing at law or in
equity or by statute subject to Section 3.7.

            (b) No delay or omission by the Note Collateral Agent to exercise
any right, remedy or power hereunder or under any Second Lien Document shall
impair any such right, remedy or power or shall be construed to be a waiver
thereof, and every right, power and remedy given by this Agreement or any
Second Lien Document to the Note Collateral Agent may be exercised from time
to time and as often as may be deemed expedient by the Note Collateral Agent.

            (c) If the Note Collateral Agent shall have proceeded to enforce
any right, remedy or power under this Agreement or any Second Lien Document
and the proceeding for the enforcement thereof shall have been discontinued or
abandoned for any reason or shall have been determined adversely to the Note
Collateral Agent, then the Grantors, the Note Collateral Agent, the other
parties hereto and the other holders of Secured Obligations shall, subject to
any determination in such proceeding, severally and respectively be restored
to their former positions and rights hereunder or thereunder with respect to
the Collateral Estate and in all other respects, and thereafter all rights,
remedies and powers of the Note Collateral Agent shall continue as though no
such proceeding had been taken.

            (d) All rights of action and of asserting claims upon or under
this Agreement and the Second Lien Documents may be enforced by the Note
Collateral Agent without the possession of any instrument evidencing any Note
Obligation or the production thereof at any trial or other proceeding relative
thereto, and any suit or proceeding instituted by the Note Collateral Agent
shall be, subject to Sections 7.5(c) and 7.10(d)(ii), brought in its name as
Note Collateral Agent and any recovery of judgment with respect to Collateral
that is subject to the security interests granted under the First Lien
Documents shall be delivered to the Administrative Agent pursuant to Section
4.6 and held by the Administrative Agent pursuant to Section 4.1 as part of
the Collateral Estate.

      3.6  Limitation on Note Collateral Agent's Duty in Respect of Collateral.
Beyond its duties as to the custody thereof expressly provided herein or in
any Second Lien Document and to account to the holders of the Secured
Obligations and the Grantors for moneys and other property received by it
hereunder or under any Second Lien Document, the Note Collateral Agent shall
not have any duty to the Grantors, any other party hereto or to the holders of
the


<PAGE>


                                                                              22



Secured Obligations as to any Collateral in its possession or control or
in the possession or control of any of its agents or nominees, or any income
thereon or as to the preservation of rights against prior parties or any other
rights pertaining thereto unless arising from the gross negligence or willful
misconduct of the Note Collateral Agent.

      3.7  Limitations on Powers.  Notwithstanding anything to the contrary
contained herein or in any Second Lien Document or any other Note Obligation
Document, each of the parties hereto acknowledges and agrees that (a) only the
Note Collateral Agent is entitled to enforce the provisions of the Second Lien
Documents and exercise remedies thereunder, (b) with respect to Collateral
that is subject to a security interest granted under both the First Lien
Documents and the Second Lien Documents, only the Controlling Party is
entitled to direct the actions of the Note Collateral Agent hereunder and
under the Second Lien Documents, (c) with respect to Collateral that is
subject to a security interest granted under both the First Lien Documents and
the Second Lien Documents, the Note Collateral Agent shall not be entitled to
exercise remedies under the Second Lien Documents unless a Notice of
Actionable Event is outstanding and the First Lien Termination Date shall have
occurred, (d) with respect to Collateral that is subject to a security
interest granted only under the Second Lien Documents, only the Trustee (or
the Person referred to in clause (d) of the definition of "Controlling Party"
under the circumstances set forth therein) is entitled to direct the actions
of the Note Collateral Agent hereunder and under the Second Lien Documents and
(e) with respect to Collateral that is subject to a security interest granted
only under the Second Lien Documents, the Note Collateral Agent shall not be
entitled to exercise remedies under the Second Lien Documents unless a Notice
of Actionable Event relating to the Note Obligations or a Bankruptcy Event of
Default is outstanding (whether or not the First Lien Termination Date has
occurred); provided that this Section shall not impair the Note Collateral
Agent from otherwise taking any action deemed proper by it to preserve the
rights of the holders of the Note Obligations under the Second Lien Documents
(including by way of filing proofs of claim or otherwise).

   4.  PROCEEDS; PAYMENTS BY ADMINISTRATIVE AGENT.

      4.1 Collateral Account. Upon the execution hereof there shall be
established and at all times thereafter, there shall be maintained by the
Administrative Agent at its office at 270 Park Avenue, New York, New York
10017, or at such other office as the Administrative Agent may designate to
the Company and the Note Collateral Agent in writing from time to time, an
account (the "Collateral Account") into which all monies received by the
Administrative Agent, the Note Collateral Agent or any agent or nominee of the
Administrative Agent or of the Note Collateral Agent as a result of actions
taken by it or the holders of the Secured Obligations while a Notice of an
Actionable Event remains outstanding in respect of the Collateral Documents on
account of the Secured Obligations, and any monies received as a result of
investments made as contemplated by Section 4.5 hereof, shall be deposited and
held by the Administrative Agent as part of the Collateral Estate. All right,
title and interest in and to the Collateral Account shall vest exclusively in
the Administrative Agent, for the benefit of the holders of the Secured
Obligations, and shall be held by the Administrative Agent hereunder subject
to the terms hereof. No Grantor shall have any rights with respect to the
Collateral Account and the Administrative Agent shall have exclusive dominion
and control over the Collateral Account and the monies deposited therein;
provided that the Administrative Agent shall at all times act in accordance
with the provisions of this Agreement. Monies deposited in the Collateral
Account and all


<PAGE>


                                                                              23



certificates and instruments evidencing investments made with monies deposited
in the Collateral Account pursuant to Section 4.5 hereof shall constitute
security for the Secured Obligations and shall be applied or disbursed in
accordance with the terms of this Agreement. Each Grantor hereby pledges and
assigns to the Administrative Agent, and hereby grants to the Administrative
Agent, for the benefit of the holders of the Secured Obligations, a security
interest in, all right, title or interest (if any) which such Grantor now has
or may hereafter have or purport or claim to have in or to the Collateral
Account, any monies deposited therein, any investments made with such monies
and any certificates or instruments evidencing such investments (and all
proceeds thereof), subject to the terms hereof.

   4.2   Application of Proceeds.

        (a) Collateral Fees. The Administrative Agent shall have the right at
any time to apply moneys held by it in the Collateral Account to the payment
of due and unpaid Collateral Fees.

        (b) General Application. While a Notice of Actionable Event is
outstanding, the cash proceeds of, or any other monies received in connection
with, the Collateral Documents including, without limitation, the proceeds of
any sales of, or collections on, any of the Collateral pledged thereby, which
cash proceeds or other monies have been deposited in the Collateral Account
pursuant to Section 4.1 hereof or earned therein (it being understood that the
Administrative Agent may liquidate investments prior to maturity in order to
make a distribution pursuant to this Section 4.2) (cash proceeds, other monies
and earnings, the "Collateral Proceeds"), shall be applied (subject to the
provisions of Sections 1.4, 4.2(d) and 7.2(b)) by the Administrative Agent in
the following order of priority (with such distributions being made by the
Administrative Agent as provided in Section 4.2(c), and with each of the Bank
Agent and the Trustee being responsible for insuring that amounts distributed
to it are distributed to the Lenders and the Indenture Noteholders, as
applicable, in the order of priority set forth below):

         First: to the Administrative Agent for any unpaid Collateral Fees and
     then to any holder of Bank Obligations which has theretofore advanced or
     paid any Collateral Fees constituting administrative expenses allowable
     under Section 503(b) of the Bankruptcy Code, an amount equal to the
     amount thereof so advanced or paid by such holder and for which such
     holder has not been reimbursed prior to the date of such distribution,
     and, if such moneys shall be insufficient to pay such amounts in full,
     then ratably (without priority of any one over any other) to such holders
     in proportion to the amounts of such Collateral Fees advanced by the
     respective holders of Bank Obligations and remaining unpaid on such date;

         Second: to any holder of Bank Obligations which has theretofore
     advanced or paid any Collateral Fees other than such administrative
     expenses, an amount equal to the amount thereof so advanced or paid by
     such holder and for which such holder has not been reimbursed prior to
     the date of such distribution, and, if such moneys shall be insufficient
     to pay such amounts in full, then ratably (without priority of any one
     over any other) to such holders in proportion to the amounts of such
     Collateral Fees advanced by the respective holders of Bank Obligations
     and remaining unpaid on such date;


<PAGE>


                                                                              24



         Third: to the holders of Bank Obligations in an amount equal to the
     unpaid principal and accrued interest, premium, fees and other charges in
     respect of such Bank Obligations then outstanding whether or not then due
     and payable, and, if such moneys shall be insufficient to pay such
     amounts in full, then ratably (without priority of any one over any
     other) to the holders of Bank Obligations in proportion to the unpaid
     amounts thereof on the date of such distribution;

         Fourth: to the holders of Bank Obligations, amounts equal to all
     other sums which constitute Bank Obligations, including without
     limitation the costs and expenses of the holders of Bank Obligations and
     their representatives which are due and payable under the Credit
     Agreement and any other Bank Obligation Documents as of the date of such
     distribution, and, if such moneys shall be insufficient to pay such
     amounts in full, then ratably to the holders of Bank Obligations in
     proportion to the unpaid amounts thereof on such date;

         Fifth: to the Note Collateral Agent for any unpaid Collateral Fees
     and then to any holder of Note Obligations which has theretofore advanced
     or paid any Collateral Fees constituting administrative expenses
     allowable under Section 503(b) of the Bankruptcy Code, an amount equal to
     the amount thereof so advanced or paid by such holder and for which such
     holder has not been reimbursed prior to the date of such distribution,
     and, if such moneys shall be insufficient to pay such amounts in full,
     then ratably (without priority of any one over any other) to such holders
     in proportion to the amounts of such Collateral Fees advanced by the
     respective holders of Note Obligations and remaining unpaid on such date;

         Sixth: to any holder of Note Obligations which has theretofore
     advanced or paid any Collateral Fees other than such administrative
     expenses, an amount equal to the amount thereof so advanced or paid by
     such holder and for which such holder has not been reimbursed prior to
     the date of such distribution, and, if such moneys shall be insufficient
     to pay such amounts in full, then ratably (without priority of any one
     over any other) to such holders in proportion to the amounts of such
     Collateral Fees advanced by the respective holders of Note Obligations
     and remaining unpaid on such date;

         Seventh: to the holders of Note Obligations in an amount equal to the
     unpaid principal and accrued interest, premium, fees and other charges in
     respect of such Note Obligations then outstanding whether or not then due
     and payable, and, if such moneys shall be insufficient to pay such
     amounts in full, then ratably (without priority of any one over any
     other) to the holders of Note Obligations in proportion to the unpaid
     amounts thereof on the date of such distribution;

         Eighth: to the holders of Note Obligations, amounts equal to all
     other sums which constitute Note Obligations, including without
     limitation the costs and expenses of the holders of Note Obligations and
     their representatives which are due and payable as of the date of such
     distribution under the Indenture and any other Note Obligation Documents,
     and, if such moneys shall be insufficient to pay such amounts in full,
     then ratably to the holders of Note Obligations in proportion to the
     unpaid amounts thereof on such date; and


<PAGE>


                                                                              25



         Ninth: any surplus then remaining shall be paid to the Company or its
     successors or assigns or to whomsoever may be lawfully entitled to
     receive the same or as a court of competent jurisdiction may direct,
     subject, however, to the rights of the holders of any then existing liens
     thereon of which the Administrative Agent has actual notice.

         (c) Payments to Representatives. The Administrative Agent shall make
all payments and distributions under this Section: (i) on account of Credit
Agreement Obligations to the Bank Agent, pursuant to directions of the Bank
Agent, for re-distribution in accordance with the provisions of the Credit
Agreement; (ii) on account of Bank Obligations (other than Credit Agreement
Obligations) to the relevant holder of such Bank Obligations or representative
thereof (as notified to the Administrative Agent pursuant to Section 1.4(e));
(iii) on account of Note Obligations (subject to Section 4.2(d)) to the
Trustee, pursuant to directions of the Trustee, for re-distribution in
accordance with the provisions of the Indenture; and (iv) on account of Other
Second Lien Obligations to the relevant holder of such Other Second Lien
Obligations or representative thereof (as notified to the Administrative Agent
pursuant to Section 1.4(e)).

         (d) Application of Moneys Distributable to Trustee. If at any time
any moneys collected or received by the Administrative Agent pursuant to this
Agreement are distributable pursuant to Section 4.2 to the Trustee, and if the
Trustee shall notify the Administrative Agent in writing that no provision is
made under the Indenture for the application by such Trustee of such moneys
(whether because the Note Obligations under such Indenture have not become due
and payable or otherwise) and that such Indenture does not effectively provide
for the receipt and the holding by such Trustee of such moneys pending the
application thereof, then the Administrative Agent, after receipt of such
notification, shall, at the direction of the Trustee, invest such amounts in
Temporary Cash Investments maturing within 90 days after they are acquired by
the Administrative Agent or, in the absence of such direction, hold such
moneys uninvested and shall hold all such amounts so distributable and all
such investments and the net proceeds thereof in trust solely for such Trustee
(in its capacity as trustee) and for no other purpose until such time as such
Trustee shall request in writing the delivery thereof by the Administrative
Agent for application pursuant to such Indenture.

         (e) Application to Secured Obligations. (i) Any portion of Collateral
Proceeds which is to be applied to a particular level of priority under clause
Third or Fourth of Section 4.2(b) shall be applied to the Bank Obligations
sharing such level of priority pro rata in accordance with the aggregate
unpaid amounts of such obligations and without priority of one over any other,
provided, however, that the order of priority as among the holders of Bank
Obligations may be changed with the consent of the Bank Agent under any Credit
Agreement then in effect (subject to the terms of subsection 14.1 of the
Credit Agreement or any comparable provision of any successor or replacement
Credit Agreement) but without the consent of the holders of any other Secured
Obligations.

         (ii) Any portion of Collateral Proceeds which is to be applied to a
      particular level of priority under clause Seventh or Eighth under
      Section 4.2(b) shall be applied to the Note Obligations sharing such
      level of priority pro rata in accordance with the aggregate unpaid
      amounts of such obligations and without priority of one over any other,
      provided, however, that the order of priority as among the holders of
      Note Obligations may be changed with the consent of the Trustee under
      any Indenture then in effect



<PAGE>


                                                                              26



      (subject to the terms of Article IX of the Indenture or any comparable
      provision of any successor or replacement Indenture) and the consent of
      a majority in interest of the holders of any Other Second Lien
      Obligations then included in Note Obligations but without the consent of
      the holders of any other Secured Obligations.

         (iii) Notwithstanding anything to the contrary contained in this
      Agreement and so long as any of the Credit Agreement, the Indenture or
      any other credit agreements or indentures of the Company are in effect,
      (A) in no event shall any obligations be secured by a lien on the
      Collateral to the extent that any of the Credit Agreement, the Indenture
      or any such other credit agreements or indentures of the Company would
      be violated and (B) in no event shall any Collateral Proceeds received
      on account of any assets be applied to the payment of any Secured
      Obligations to the extent that such payment would violate any of the
      Credit Agreement, the Indenture or any such other credit agreements or
      indentures of the Company, provided that the foregoing provisions of
      this clause (iii) shall not apply to (v) Secured Obligations in respect
      of the Credit Agreement as in effect as of the date hereof and the other
      Credit Documents referred to therein, (w) the Indenture dated as of
      November 30, 2001 and the Notes issued thereunder on such date (or any
      replacement Notes issued thereunder), (x) Lender Hedging Obligations,
      (y) Lender Cash Management Obligations and (z) any other Eligible
      Obligations listed on the Sharing Acknowledgement dated as of the date
      hereof. Notwithstanding anything to the contrary contained herein, the
      determinations of whether a particular obligation may not be secured and
      whether a particular application of Collateral Proceeds may not be made
      pursuant to this Section 4.2(e)(iii) shall be made exclusively by the
      Administrative Agent based on the certifications provided by the Company
      pursuant to Section 6.1, which determinations may be made at the time
      such Secured Obligations are designated as such under this Agreement,
      and the determinations thereof by the Administrative Agent shall (in the
      absence of gross negligence or willful misconduct) be binding upon all
      holders of the Secured Obligations. In addition, Lender Hedging
      Obligations shall not receive the benefit of being included in clause
      (x) above unless they are either (I) foreign exchange contracts 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 or
      (II) other types of Hedging Agreements which are not leveraged and which
      have the sole purpose of netting the economic position and obligations
      of the Company and its Subsidiaries.

      4.3  Amounts of Secured Obligations.  Whenever a distribution pursuant
to the provisions of Section 4.2 hereof is to be made, the Administrative
Agent will make such distribution on the basis of the unpaid amounts thereof
determined in accordance with the following two sentences. In the absence of a
bankruptcy proceeding with respect to a Borrower at the time of such
distribution, "unpaid" as used in this Agreement shall mean the amount of the
Bank Obligations or Note Obligations, as the case may be, of such Borrower
determined as provided in Section 1.4 hereof. During the pendency of a
bankruptcy proceeding with respect to a Borrower at the time of such
distribution, "unpaid" shall mean all amounts allowed by the bankruptcy court
in respect of the Bank Obligations or Note Obligations, as the case may be, of
such Borrower as a basis for distributions (including estimated amounts, if
any, allowed in respect of contingent claims) but only to the extent that
prior distributions have not been made in respect thereof.



<PAGE>


                                                                              27



         4.4  Time and Manner of Making Payments.  Unless the Administrative
Agent shall have received specific instructions from the Controlling Party as
to the date on which any monies included in the Collateral Account are to be
distributed to the Persons entitled thereto under Section 4.2 hereof, in which
case the Administrative Agent shall distribute such monies in accordance with
such instructions (to the extent permitted by applicable law), all payments of
such monies under this Section 4 shall be made at such time as the
Administrative Agent may in its sole discretion determine. The Administrative
Agent may enter into such foreign exchange transactions (including with itself
or any of its affiliates) as may, in its discretion, be reasonably necessary
to make any application provided for in Section 4.2 (but the Administrative
Agent shall not be required to make any application on account of any Secured
Obligations in the currency of such Secured Obligation) and to use such
foreign exchange rates as it may determine are reasonable in the circumstances
for the purpose of determining the allocation of any application provided for
therein. With respect to Secured Obligations in the same priority of
distribution that are in different currencies, the Administrative Agent may
make applications thereto, to the extent reasonably appropriate so as to avoid
foreign exchange transactions or calculations, in approximately ratable
amounts.

         4.5  Investment of Monies.  Pending the disbursement thereof pursuant
to the terms of this Agreement, all monies included in the Collateral Account
shall (to the extent it is practical to do so) be invested by the
Administrative Agent in Cash Equivalents (or, after the First Lien Termination
Date, Temporary Cash Investments). The Administrative Agent shall not be
responsible for any diminution in funds resulting from such investments or any
liquidation prior to maturity.

         4.6  Obligation of Holders of the Secured Obligations.  By its
acceptance of the benefits hereof and of the other Collateral Documents
applicable to its Secured Obligations, the Note Collateral Agent and each
other holder of Secured Obligations agrees to deliver to the Administrative
Agent for deposit in the Collateral Account (and the Administrative Agent
agrees to so deposit) (or, if applicable, to the Note Collateral Agent for
deposit in the Additional Collateral Account (and the Note Collateral Agent
agrees to so deposit)) any cash proceeds or any other monies received by it
while a Notice of Actionable Event is outstanding pursuant to or under any
Collateral Document, and prior to the delivery to the Administrative Agent
(or, if applicable, to the Note Collateral Agent) of such cash proceeds or
other monies received by it, to hold such cash proceeds or other monies in
trust for the benefit of the Administrative Agent (or, if applicable, the Note
Collateral Agent).

         4.7  Contingent Obligations.  (a) Notwithstanding anything to the
contrary in Section 4.2(b) or 4.2(e)(i), any application of Collateral
Proceeds that would otherwise be made pursuant to Section 4.2(b) on account of
any unmatured or contingent unpaid Bank Obligations shall be set aside in the
Collateral Account for the primary benefit of the holders of such Bank
Obligations until and to the extent that (i) such Bank Obligations become
matured and not contingent, at which time such application shall be made
directly to the holders of such Bank Obligations or (ii) such Bank Obligations
cease to exist, by virtue of the expiration thereof or otherwise, before
becoming matured and not contingent, at which time such application shall be
reapplied in accordance with Section 4.2(b). During any such period of such
application being set aside as provided in the preceding sentence, the amount
of any such application shall be invested as provided in Section 4.5 hereof.



<PAGE>

                                                                              28



              (b) Notwithstanding anything to the contrary in Section 4.2(b)
or 4.2(e)(ii), any application of Collateral Proceeds that would otherwise be
made pursuant to Section 4.2(b) on account of any unmatured or contingent
unpaid Note Obligations shall be set aside in the Collateral Account for the
primary benefit of the holders of such Note Obligations until and to the
extent that (i) such Note Obligations become matured and not contingent, at
which time such application shall be made directly to the holders of such Note
Obligations or (ii) such Note Obligations cease to exist, by virtue of the
expiration thereof or otherwise, before becoming matured and not contingent,
at which time such application shall be reapplied in accordance with Section
4.2(b). During any such period of such application being set aside as provided
in the preceding sentence, the amount of any such application shall be
invested as provided in Section 4.5 hereof.

         4.8  Additional Collateral Account.  Notwithstanding anything in this
Section 4 to the contrary, to the extent that any cash proceeds of, or other
moneys received in connection with, the Collateral Documents arise from
Collateral that is subject to liens of the Second Lien Documents but not of
the First Lien Documents and would otherwise have been deposited in the
Collateral Account, such proceeds shall instead be placed in a separate
Collateral Account (the "Additional Collateral Account") maintained by the
Note Collateral Agent. The Note Collateral Agent shall maintain and administer
such Additional Collateral Account in accordance with the procedures
established for the Collateral Account in this Agreement; provided that any
distributions from such Additional Collateral Account shall be made without
regard to clauses First, Second, Third and Fourth of Section 4.2(b).

         4.9  Temporary Investment Account.  (a) Upon the execution hereof there
shall be established and at all times thereafter, there shall be maintained by
the Administrative Agent at its office at 270 Park Avenue, New York, New York
10017, or at such other office as the Administrative Agent may designate to the
Company and the Note Collateral Agent in writing from time to time, an account
(the "Temporary Investment Account") into which the Grantors shall deposit any
Temporary Disposition Proceeds (as defined below).

              (b) The term "Temporary Disposition Proceeds" shall mean (i) in
respect of any Asset Disposition (as defined in the Indenture or, in the case
of any successor or replacement Indenture, the meaning assigned to such term
or any other defined term having a similar purpose) of an asset that
constitutes Collateral, any cash proceeds thereof which are required by the
Indenture to be used for specified purposes and which, pending application of
such cash proceeds for such purposes, the applicable Grantor has elected to
invest in Temporary Cash Investments in accordance with the terms of Section
4.07 of the Indenture (or any comparable provision of any successor or
replacement Indenture) (the "Asset Disposition Covenant") or (ii) upon the
receipt thereof, any casualty insurance proceeds or condemnation awards
payable in respect of any asset that constitutes Collateral which, if sold,
would have been the subject of an Asset Disposition the proceeds of which
would have been required by the Indenture to be used in accordance with the
provisions of the Asset Disposition Covenant.

              (c) Pending disbursement thereof pursuant to Section 4.9(e), all
monies included in the Temporary Investment Account shall be invested by the
Administrative Agent at the direction of the Company in Temporary Cash
Investments, and any such Temporary Cash Investments may be liquidated or sold
at the direction of the Company so long as the proceeds



<PAGE>

                                                                              29



thereof are deposited into the Temporary Investment Account until withdrawn in
accordance with Section 4.9(e). The Administrative Agent shall not be
responsible for any diminution in funds resulting from such investments or any
liquidation prior to maturity.

              (d) Each Grantor hereby pledges and assigns to the
Administrative Agent, and hereby grants to the Administrative Agent, for the
benefit of the holders of the Secured Obligations, a security interest in, all
right, title or interest (if any) which such Grantor now has or may hereafter
have or purport or claim to have in or to the Temporary Investment Account,
any monies deposited therein, any investments made with such monies and any
certificates or instruments evidencing such investments (and all proceeds
thereof), subject to the terms hereof.

              (e) So long as no Notice of Actionable Event is outstanding, the
Company shall have the right to withdraw funds from the Temporary Investment
Account at any time and from time to time upon delivery to the Administrative
Agent of an Officers' Certificate certifying that such funds shall be used at
the time of such withdrawal by the Company or another Grantor for a purpose
that is or would have been permitted by the Asset Disposition Covenant.

              (f) Notwithstanding anything in this Section 4.9 to the
contrary, to the extent that any Temporary Investment Proceeds arise from
Collateral that is subject to liens of the Second Lien Documents but not of
the First Lien Documents and would otherwise have been deposited in the
Temporary Investment Account, such Temporary Investment Proceeds shall instead
be placed in a separate account (the "Additional Temporary Investment
Account") maintained by the Note Collateral Agent. The Note Collateral Agent
shall maintain and administer such Additional Temporary Investment Account in
accordance with the procedures established for the Temporary Investment
Account in this Section 4.9 (including, without limitation, the Company's
rights to direct the investment of funds in, and to withdraw funds from, such
account); provided that any distributions from such Additional Temporary
Investment Account shall be made without regard to clauses First, Second,
Third and Fourth of Section 4.2(b).

    5.  ACKNOWLEDGEMENTS

         5.1  Priority of Liens.  Each of the Trustee and the Note Collateral
Agent (a) acknowledges that each Grantor has granted a security interest in
the Collateral owned by it on the date hereof under the First Lien Documents
to the Administrative Agent, for the benefit of the holders of the Bank
Obligations, to secure the Bank Obligations and that such security interest is
prior in all respects to the second priority security interest in the
Collateral granted to the Note Collateral Agent, for the benefit of the
holders of the Note Obligations, under the Second Lien Documents, (b) agrees
that neither the Trustee, the Note Collateral Agent nor any holder of Note
Obligations shall have any claim to or in respect of Collateral that is
subject to the security interests granted under the First Lien Documents, or
any proceeds of or realization on such Collateral, on a parity with or prior
to the claim of the Bank Obligations and (c) agrees that notwithstanding such
second priority security interest and any rights of the Trustee, the Note
Collateral Agent and the holders of the Note Obligations in respect thereof
under the Second Lien Documents or otherwise, so long (i) the First Lien
Termination Date shall not have occurred and (ii) the applicable Collateral is
subject to the security interests granted under the First Lien Documents,
neither the Trustee, the Note Collateral Agent nor any holder of Note
Obligations


<PAGE>


                                                                              30


shall have any right or claim in respect of the exercise of rights
and remedies of the Administrative Agent and the Lenders, whether under the
First Lien Documents or otherwise, in respect of the Collateral, nor shall the
Administrative Agent or any Lender have any obligation regarding any such
exercise or any other obligation or duty in respect of the interests of the
Trustee, the Note Collateral Agent or the holders of the Note Obligations
except as set forth in Section 5.2(e).

         5.2  Rights in Collateral.  (a) So long as the First Lien Termination
Date shall not have occurred, the parties hereto agree that, after the date
hereof, in no event shall the Note Collateral Agent, the Trustee or any holder
of Note Obligations have a lien on or security interest in any collateral that
is not subject to the first priority lien of the First Lien Documents, except
to the extent that the Administrative Agent shall have released the lien of
the First Lien Documents with respect to such collateral. Notwithstanding
anything to the contrary contained in any Bank Obligation Document or any Note
Obligation Document and irrespective of the time, order or method of
attachment or perfection of the security interests created by the First Lien
Documents or the Second Lien Documents, anything contained in any filing or
agreement to which any party hereto, any Grantor, any Lender, any Indenture
Noteholder or any other holder of Secured Obligations now or hereafter may be
a party and the rules for determining priority under the Uniform Commercial
Code or any other law governing the relative priorities of secured creditors,
any security interest in any Collateral pursuant to the First Lien Documents
has and shall have priority, to the extent of any unpaid Bank Obligations,
over any security interest in such Collateral pursuant to the Second Lien
Documents.

              (b) So long as the First Lien Termination Date shall not have
occurred, whether or not any bankruptcy proceeding or similar event or
proceeding has been commenced by or against any Grantor, (i) the Note
Collateral Agent will not (A) exercise or seek to exercise any rights or
exercise any remedies with respect to any Collateral that is subject to the
security interests granted under the First Lien Documents, (B) institute any
action or proceeding with respect to such rights or remedies, including
without limitation, any action of foreclosure, (C) contest, protest or object
to any foreclosure proceeding or action brought by the Administrative Agent or
any other exercise by the Administrative Agent of any rights and remedies
under any Bank Obligation Documents relating to the Collateral that is subject
to the security interests granted under the First Lien Documents or (D) object
to the forbearance by the Administrative Agent from bringing or pursuing any
foreclosure proceeding or action or any other exercise of any rights or
remedies relating to the Collateral that is subject to the security interests
granted under the First Lien Documents, and (ii) the Administrative Agent
shall have the exclusive right to enforce rights and exercise remedies with
respect to the Collateral that is subject to the security interests granted
under the First Lien Documents; provided that this Section shall not impair
the Note Collateral Agent from otherwise taking any action deemed proper by it
to preserve the rights of the holders of the Note Obligations under the Second
Lien Documents (including by way of filing proofs of claim or otherwise).

              (c) In exercising rights and remedies with respect to the
Collateral, the Administrative Agent may enforce the provisions of the First
Lien Documents and exercise remedies thereunder and under any other Bank
Obligation Documents, all in such order and in such manner as it may determine
in the exercise of its sole business judgment, it being agreed that (i) any
such exercise of remedies shall be subject to Section 2.7 and (ii) any
Collateral



<PAGE>


                                                                              31



Proceeds shall be permanently applied in accordance with Section 4.2(b). Such
exercise and enforcement shall include, without limitation, the rights to sell
or otherwise dispose of Collateral, to incur expenses in connection with such
sale or disposition, to exercise rights and powers as a holder of the shares
of stock included in the Collateral under the First Lien Documents or
otherwise and to exercise all the rights and remedies of a secured lender
under the Uniform Commercial Code of any applicable jurisdiction.

              (d) Upon any sale by the Administrative Agent of Collateral upon
exercise of remedies under the Collateral Documents, the lien and security
interest created pursuant to the First Lien Documents and the Second Lien
Documents in such Collateral shall be automatically released, and upon any
such sale the Note Collateral Agent shall, with respect to the Second Lien
Documents, execute or cause to be executed such release documents and
instruments and shall take such further actions as the Administrative Agent
shall request. The Note Collateral Agent, for itself and on behalf of each
holder of Note Obligations, hereby irrevocably constitutes and appoints the
Administrative Agent and any officer or agent of the Administrative Agent,
with full power of substitution, as its true and lawful attorney-in-fact with
full irrevocable power and authority in the place and stead of the Note
Collateral Agent or such holder and in the name of the Note Collateral Agent
or such holder or in the Administrative Agent's own name, from time to time in
the Administrative Agent's discretion, for the purpose of carrying out the
terms of this paragraph, to take any and all appropriate action and to execute
any and all documents and instruments which may be necessary or desirable to
accomplish the purposes of this paragraph, including, without limitation, any
financing statements, endorsements, assignments or other instruments of
transfer or release.

              (e) Subject to Section 5.2(f), in the event that the First Lien
Termination Date shall have occurred, and at such time the Note Obligations
are still outstanding and the Second Lien Documents are in effect, (A) the
Note Collateral Agent shall automatically become the Administrative Agent
hereunder with all the rights and powers of the Administrative Agent
hereunder, and bound by the provisions hereof, without the need for any
further action on the part of any party hereto, (B) if at such time the
Collateral has been sold or otherwise disposed of and the Administrative Agent
holds cash proceeds remaining after application as set forth in clauses First
through Fourth of Section 4.2(b), the Administrative Agent shall turn over
such remaining proceeds to the Note Collateral Agent for application as set
forth in clauses Fifth through Ninth of Section 4.2(b) and (C) if at such time
the Administrative Agent continues to hold any certificates representing
shares of stock included in the Collateral or to hold any other Collateral,
the Administrative Agent shall turn over such certificates and such other
Collateral to the Note Collateral Agent to be held by it under the Second Lien
Documents. In no event shall the Note Collateral Agent have any liability for
the acts or omissions of the former Administrative Agent.

              (f) In the event that, at any time (whether before or after the
First Lien Termination Date), the Company enters into a new agreement which
the Company (with the consent of the Bank Agent in the event that the Credit
Agreement Obligations with respect to any then existing Credit Agreement have
not been Fully Satisfied) designates as a "Credit Agreement" hereunder, (i)
the administrative agent under such new agreement shall automatically become
the Administrative Agent hereunder with all the rights and powers of the
Administrative Agent hereunder, and bound by the provisions hereof, without
the need for any



<PAGE>


                                                                              32



further action on the part of any party hereto and, in the event that a First
Lien Termination Date has previously occurred, such First Lien Termination
Date shall automatically be deemed not to have occurred (other than with
respect to any actions taken prior to the date such agreement was designated
as a "Credit Agreement" as a result of the occurrence of such First Lien
Termination Date), (ii) such new agreement shall be deemed to be the Credit
Agreement hereunder, the security documents securing the obligations under
such new agreement shall be deemed to be the First Lien Documents hereunder
and the obligations under such new agreement shall be deemed to be "Credit
Agreement Obligations", (iii) such new administrative agent and lenders under
such agreement shall, with respect to all such obligations under such new
agreement as have been designated by the Company as "Credit Agreement
Obligations" and "Eligible Obligations", have the same priority in respect of
the Note Obligations and the rights of the Note Collateral Agent and the
holders of the Note Obligations in respect of the Collateral as the security
interest under the First Lien Documents and the Administrative Agent and the
Lenders have as set forth herein, (iv) if at such time no Notice of Actionable
Event is outstanding and the Note Collateral Agent or the prior Administrative
Agent holds cash proceeds remaining after application as set forth in Section
4.2(b), the Note Collateral Agent or such Administrative Agent, as applicable,
shall turn over such remaining proceeds to such new administrative agent for
application as set forth in Section 4.2(b), (v) if at such time the Note
Collateral Agent or the prior Administrative Agent continues to hold any
certificates representing shares of stock included in the Collateral or to
hold any other Collateral, in each case that is subject to the security
interests granted under the First Lien Documents, the Note Collateral Agent or
such Administrative Agent, as applicable, shall turn over such certificates
and such other Collateral to such new administrative agent to be held by it
under the First Lien Documents and (vi) the Trustee shall not be the
Controlling Party until such time as (A) the First Lien Termination Date shall
have occurred (or occurred again, as applicable) and (B) the Trustee becomes
the Controlling Party in accordance with the definition thereof. If any Credit
Agreement is refunded, replaced or refinanced in whole with a single new
agreement, such agreement shall automatically be deemed to have been
designated by the Company as a "Credit Agreement" hereunder for purposes of
this Section 5.2(f). If any Credit Agreement is refunded, replaced or
refinanced in whole with more than one new agreement, the Company may
designate one of such new agreements as a "Credit Agreement" hereunder for
purposes of this Section 5.2(f) and the others as either "Eligible
Obligations" or "Other Second Lien Obligations" as the Company may determine.
If any Credit Agreement is refunded, replaced or refinanced in part with one
or more new agreements, the Company may designate the new agreement or
agreements as either "Eligible Obligations" or "Other Second Lien Obligations"
as the Company may determine.

              (g) Each of the Trustee and the Note Collateral Agent hereby
acknowledges and agrees that no covenant, agreement or restriction contained
in any Note Obligation Document shall be deemed to restrict in any way the
rights and remedies of the Administrative Agent with respect to the Collateral
as set forth in this Agreement and the First Lien Documents.

              (h) The Administrative Agent acknowledges that, to the extent
that the Collateral under the First Lien Documents includes items (such as
stock certificates and instruments) which are held in the possession of the
Administrative Agent, or a third party on its behalf, pursuant to the First
Lien Documents, the Administrative Agent is also holding such items in its
possession as bailee of the Note Collateral Agent for purposes of perfecting
the second priority security interest of the Note Collateral Agent in such
items.


<PAGE>


                                                                              33



         5.3  Obligations Unconditional.  All rights, interests, agreements and
obligations of the Administrative Agent and the Note Collateral Agent,
respectively, hereunder shall remain in full force and effect irrespective of:

              (a) any lack of validity or enforceability of any Bank
Obligation Document, any Note Obligation Document or any document or
instrument governing or evidencing any Other Second Lien Obligation;

              (b) any change in the time, manner or place of payment of, or in
any other term of, all or any of the Bank Obligations, Note Obligations or
Other Second Lien Obligations, or any amendment or waiver or other
modification, whether by course of conduct or otherwise, of the terms of the
Credit Agreement or any other Bank Obligation Document or of the terms of the
Indenture, any other Note Obligation Document or any document or instrument
governing or evidencing any Other Second Lien Obligation;

              (c) any exchange, release or nonperfection of any security
interest in any Collateral, or any release, amendment, waiver or other
modification, whether in writing or by course of conduct or otherwise, of all
or any of the Bank Obligations, Note Obligations, Other Second Lien
Obligations or any guarantee thereof, except to the extent expressly provided
herein;

              (d) the commencement of any bankruptcy or similar proceeding in
respect of any Grantor; or

              (e) any other circumstances (except payment or discharge in
full) which otherwise might constitute a defense available to, or a discharge
of, any Grantor in respect of the Bank Obligations, the Note Obligations or
the Other Second Lien Obligations or of the Trustee or the Note Collateral
Agent in respect of this Agreement.

         5.4  Waiver of Claims.  To the maximum extent permitted by law, the
Note Collateral Agent, for itself and each holder of Note Obligations, waives
any claim it might have against the Administrative Agent or the Lenders with
respect to, or arising out of, any action or failure to act or any error of
judgment or negligence on the part of the Administrative Agent, the Lenders or
their respective directors, officers, employees or agents with respect to any
exercise of rights or remedies under the First Lien Documents or any
transaction relating to the Collateral, other than the failure of the
Administrative Agent to comply with Section 5.2(e). Neither the Administrative
Agent, any Lender nor any of their respective directors, officers, employees
or agents shall be liable for failure to demand, collect or realize upon any
of the Collateral or for any delay in doing so, except to the extent arising
out of the gross negligence or willful misconduct of the Administrative Agent,
any Lender or such other Person, or shall be under any obligation to sell or
otherwise dispose of any Collateral upon the request of any Grantor, the Note
Collateral Agent or any holder of Note Obligations or any other Person or to
take any other action whatsoever with regard to the Collateral or any part
thereof.

         5.5  Waiver and Estoppel.  (a) Each Grantor agrees, to the extent it
may lawfully do so, that it will not at any time in any manner whatsoever
claim, or take the benefit or advantage of, any appraisement, valuation, stay,
extension, moratorium, turnover or redemption law, or any



<PAGE>


                                                                              34



law permitting it to direct the order in which the Collateral shall be sold,
now or at any time hereafter in force, which may delay, prevent or otherwise
affect the performance or enforcement of this Agreement or any Collateral
Document and hereby waives all benefit or advantage of all such laws and
covenants that it will not hinder, delay or impede the execution of any power
granted to the Administrative Agent or the Note Collateral Agent in this
Agreement or any Collateral Document but will suffer and permit the execution
of every such power as though no such law were in force; provided that nothing
contained in this Section 5.5(a) shall be construed as a waiver of any rights
of the Grantors under any applicable federal bankruptcy law or state
insolvency law.

              (b) Each Grantor, to the extent it may lawfully do so, on behalf
of itself and all who may claim through or under it, including without
limitation any and all subsequent creditors, vendees, assignees and lienors,
waives and releases all rights to demand or to have any marshalling of the
Collateral upon any sale, whether made under any power of sale granted herein or
in any Collateral Document or pursuant to judicial proceedings or upon any
foreclosure or any enforcement of this Agreement or any Collateral Document and
consents and agrees that all the Collateral may at any such sale be offered and
sold as an entirety.

              (c) Each Grantor waives, to the extent permitted by applicable
law, presentment, demand, protest and any notice of any kind (except notices
explicitly required hereunder or under any Collateral Document) in connection
with this Agreement and the Collateral Documents and any action taken by the
Administrative Agent or the Note Collateral Agent with respect to the
Collateral.

         5.6  Limitation by Law.  All rights, remedies and powers provided in
this Agreement or any Collateral Document may be exercised only to the extent
that the exercise thereof does not violate any applicable provision of law,
and all the provisions hereof are intended to be subject to all applicable
mandatory provisions of law which may be controlling and to be limited to the
extent necessary so that they will not render this Agreement invalid,
unenforceable in whole or in part or not entitled to be recorded, registered
or filed under the provisions of any applicable law.

         5.7  Rights of Parties in Respect of Secured Obligations.
Notwithstanding any other provision of this Agreement or any Collateral
Document, the right of each holder of Secured Obligations to receive payment
of the Secured Obligations held by it when due (whether at the stated maturity
thereof, by acceleration or otherwise), as expressed in the instruments
evidencing or agreements governing such Secured Obligations or to institute
suit for the enforcement of such payment on or after such due date, shall not
be impaired or affected without the consent of such holder given in the manner
prescribed by the instruments evidencing or agreements governing such Secured
Obligations.

         5.8  Provisions Define Relative Rights.  This Agreement is intended to
define the relative rights of the Administrative Agent, on behalf of the
holders of the Bank Obligations, on the one hand and the Note Collateral
Agent, on behalf of the holders of the Note Obligations, on the other, and no
other Person shall have any right, benefit or other interest under this
Agreement. Notwithstanding anything to the contrary contained herein, this
Agreement shall not modify or amend the rights and obligations of the Company,
any of its Subsidiaries or any other Grantor under any Bank Obligation
Document or any Note Obligation Document.



<PAGE>


                                                                              35



         5.9  Powers Coupled With An Interest.  All powers, authorizations and
agencies contained in this Agreement are coupled with an interest and are
irrevocable until the Termination Date.

    6.  AGREEMENTS WITH ADMINISTRATIVE AGENT AND NOTE COLLATERAL AGENT.

         6.1 Delivery of Sharing Acknowledgements. On the date hereof, the
Company shall deliver to each of the Administrative Agent and the Note
Collateral Agent an acknowledgement executed by the Company (each, a "Sharing
Acknowledgement"), upon which each of the Administrative Agent and the Note
Collateral Agent shall be entitled to rely, with respect to each Eligible
Obligation as of the date hereof (other than any Lender Cash Management
Obligations and any Lender Hedging Obligations), which acknowledgement shall
(a) designate such Eligible Obligation as an "Eligible Obligation", (b) set
forth a description of such Eligible Obligation, including the maximum amount,
if any, thereof and the relevant currency and the contact information for the
holder thereof and (c) certify that the designation of such obligation as an
"Eligible Obligation" is not prohibited by the Credit Agreement or the
Indenture. Promptly after the designation thereof, the Company shall deliver
to each of the Administrative Agent and the Note Collateral Agent, with
respect to each Eligible Obligation and Other Second Lien Obligation
designated as such after the date hereof (other than any Lender Cash
Management Obligations and any Lender Hedging Obligations), a Sharing
Acknowledgement, upon which each of the Administrative Agent and the Note
Collateral Agent shall be entitled to rely, that (i) designates such Eligible
Obligation or Other Second Lien Obligation as an "Eligible Obligation" or an
"Other Second Lien Obligation", as applicable, (ii) sets forth a description
of such Eligible Obligation or Other Second Lien Obligation, as applicable,
including the maximum amount, if any, thereof and the relevant currency and
the contact information for the holder thereof and (iii) certifies that the
designation of such obligation as an "Eligible Obligation" or an "Other Second
Lien Obligation", as the case may be, is not prohibited by the Credit
Agreement or the Indenture.

         6.2 Information as to Bank Agent, Trustee and Other Holders of
Secured Obligations. The Company shall deliver to the Administrative Agent,
from time to time upon the reasonable request of the Administrative Agent, a
list setting forth as of a date not more than 30 days prior to the date of
such delivery, (a) the aggregate unpaid Principal Amount of Credit Agreement
Obligations outstanding (as notified to the Company by the Bank Agent) and the
name and address of the applicable Bank Agent, provided that the Company shall
not be required to deliver such information to the Administrative Agent if, at
the time such information is required to be delivered, JPMorgan Chase Bank is
the Administrative Agent hereunder and is the Bank Agent under the Credit
Agreement, (b) the aggregate unpaid Principal Amount of Indenture Obligations
outstanding (as notified to the Company by the Trustee) and the name and
address of the Trustee and the Note Collateral Agent and (c) the aggregate
unpaid Principal Amount of Eligible Obligations and of Other Second Lien
Obligations outstanding and, with respect to each Eligible Obligation and
Other Secured Lien Obligation, the name and address of the holder (and any
representative) thereof. In addition, the Company will promptly inform the
Administrative Agent of each change in the identity of the Bank Agent, the
Trustee, the Note Collateral Agent, any holder (or representative) of Eligible
Obligations or any holder (or representative) of Other Second Lien
Obligations.



<PAGE>


                                                                              36



         6.3 Compensation and Expenses. The Company agrees to pay to each of
the Administrative Agent and the Note Collateral Agent, from time to time upon
demand, (a) the fees separately agreed upon for its services hereunder and
under the Collateral Documents and for administering the Collateral Estate and
(b) all of the costs and expenses of the Administrative Agent and of the Note
Collateral Agent (including, in each case, without limitation, the reasonable
and documented fees and disbursements of its counsel, advisors and agents) (i)
arising in connection with the preparation, execution, delivery, modification,
and termination of this Agreement and each Collateral Document or the
enforcement of any of the provisions hereof or thereof, (ii) incurred or
required to be advanced in connection with the administration of the
Collateral Estate, the sale or other disposition of Collateral pursuant to any
Collateral Document and the preservation, protection or defense of the rights
of the Administrative Agent and the Note Collateral Agent, as the case may be,
under this Agreement and the Collateral Documents and in and to the Collateral
and the Collateral Estate or (iii) incurred by the Administrative Agent or the
Note Collateral Agent in connection with the removal of the Administrative
Agent or the Note Collateral Agent, as the case may be, pursuant to Section
7.7(a) or 7.7(c), as applicable. Such fees, costs and expenses are intended to
constitute expenses of administration under any bankruptcy law relating to
creditors rights generally. The obligations of the Company under this Section
6.3 shall survive the termination of the other provisions of this Agreement
and the resignation or removal of the Administrative Agent and the Note
Collateral Agent hereunder with respect to such fees, costs and expenses
incurred prior to such termination, resignation or removal.

         6.4 Stamp and Other Similar Taxes. The Company agrees to indemnify
and hold harmless the Administrative Agent, the Note Collateral Agent and each
other holder of Secured Obligations from any present or future claim for
liability for any stamp or any other similar tax, and any penalties or
interest with respect thereto, which may be assessed, levied or collected by
any jurisdiction in connection with this Agreement, any Collateral Document,
the Collateral Estate or any Collateral. The obligations of the Company under
this Section 6.4 shall survive the termination of the other provisions of this
Agreement and the resignation or removal of the Administrative Agent and the
Note Collateral Agent hereunder.

         6.5 Filing Fees, Excise Taxes, Etc. The Company agrees to pay or to
reimburse each of the Administrative Agent and the Note Collateral Agent for
any and all payments made by the Administrative Agent or the Note Collateral
Agent, as applicable, in respect of all search, filing, recording and
registration fees, taxes, excise taxes and other similar imposts which may be
payable or determined to be payable in respect of the execution and delivery
of this Agreement and each Collateral Document. The obligations of the Company
under this Section 6.5 shall survive the termination of the other provisions
of this Agreement and the resignation or removal of the Administrative Agent
and the Note Collateral Agent hereunder.

         6.6 Indemnification. The Company agrees to pay, indemnify, and hold
each of the Administrative Agent and the Note Collateral Agent (and their
respective directors, officers, agents and employees) harmless from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses (including, without limitation, the
reasonable fees and expenses of counsel, advisors and agents) or disbursements
of any kind or nature whatsoever with respect to the execution, delivery,
enforcement, performance and administration of this Agreement and the
Collateral Documents, unless arising from the gross



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                                                                              37



negligence or willful misconduct of the indemnified party, including for taxes
in any jurisdiction in which the Administrative Agent or the Note Collateral
Agent, as the case may be, is subject to tax by reason of actions hereunder or
under the Collateral Documents, unless such taxes are imposed on or measured
by compensation paid to the Administrative Agent or the Note Collateral Agent,
as applicable, under Section 6.3. In any suit, proceeding or action brought by
the Administrative Agent or the Note Collateral Agent under or with respect to
any contract, agreement, interest or obligation constituting part of the
Collateral for any sum owing thereunder, or to enforce any provisions thereof,
the Company will save, indemnify and keep the Administrative Agent, the Note
Collateral Agent and the other holders of Secured Obligations (and their
representatives) harmless from and against all expense, loss or damage
suffered by reason of any defense, setoff, counterclaim, recoupment or
reduction of liability whatsoever of the obligor thereunder, arising out of a
breach by any Grantor of any obligation thereunder or arising out of any other
agreement, indebtedness or liability at any time owing to or in favor of such
obligor or its successors from any Grantor, and all such obligations of the
Company shall be and remain enforceable against and only against the Company
and shall not be enforceable against the Administrative Agent, the Note
Collateral Agent or any other holder of Secured Obligations (and their
representatives). The agreements in this Section 6.6 shall survive the
termination of the other provisions of this Agreement and the resignation or
removal of the Administrative Agent and the Note Collateral Agent hereunder.

         6.7  Liens for Collateral Fees.  Notwithstanding anything to the
contrary in this Agreement, as security for the payment of Collateral Fees (a)
the Administrative Agent is hereby granted a first priority lien upon all
Collateral, and the Note Collateral Agent is hereby granted a second priority
lien upon all Collateral, which liens are in each case subject to this
Agreement, and (b) the Administrative Agent shall have the right to use and
apply any of the funds held by the Administrative Agent in the Collateral
Account to cover Collateral Fees in accordance with Section 4.2(b).

         6.8  Further Assurances.  At any time and from time to time, upon the
written request of the Administrative Agent or the Note Collateral Agent, and
at the expense of the Company, each Grantor will promptly execute and deliver
any and all such further instruments and documents and take such further
action as is necessary or reasonably requested further to perfect, or to
protect the perfection of, the liens and security interests granted under the
applicable Collateral Documents (to the extent that perfection is required
thereunder), including, without limitation, the filing of any financing or
continuation statements under the Uniform Commercial Code in effect in any
jurisdiction. In addition to the foregoing, at any time and from time to time,
upon the written request of the Administrative Agent or the Note Collateral
Agent, and at the expense of the Company, each Grantor will promptly execute
and deliver any and all such further instruments and documents and take such
further action as the Administrative Agent or the Note Collateral Agent, as
the case may be, determines is necessary or reasonably requested to obtain the
full benefits of this Agreement and the Collateral Documents and of the rights
and powers herein and therein granted, including, without limitation, the
filing of any financing or continuation statements under the Uniform
Commercial Code in effect in any jurisdiction with respect to the liens and
security interests granted by the Collateral Documents. Each Grantor also
hereby authorizes each of the Administrative Agent and the Note Collateral
Agent to sign and file any such financing or continuation statements without
the signature of such Grantor to the extent permitted by applicable law.
Notwithstanding the foregoing, in no event shall the



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                                                                              38



Administrative Agent or the Note Collateral Agent have any obligation to
monitor the perfection or continuation of perfection or the sufficiency or
validity of any security interest in or related to the Collateral.

    7.  CONCERNING THE ADMINISTRATIVE AGENT AND THE NOTE COLLATERAL AGENT.

         7.1  Acceptance of Duties.  The Administrative Agent, for itself and
its successors, hereby accepts the designation and duties created by this
Agreement and the First Lien Documents, upon the terms and conditions hereof
and thereof, including the terms and conditions contained in this Section 7.
The Note Collateral Agent, for itself and its successors, hereby accepts the
designation and duties created by this Agreement and the Second Lien
Documents, upon the terms and conditions hereof and thereof, including the
terms and conditions contained in this Section 7.

         7.2 Exculpatory Provisions.

              (a) Not Responsible for Recitals, etc. Neither the
Administrative Agent nor the Note Collateral Agent shall be responsible in any
manner whatsoever for the correctness of any recitals, statements,
representations or warranties contained herein or in any of the other
Collateral Documents all of which are made solely by the Grantors. Neither the
Administrative Agent nor the Note Collateral Agent makes any representations
as to the value of any collateral held by it or held in the Collateral Account
or any part thereof or as to the title of the Grantors thereto, or as to the
security afforded by the Collateral Documents or this Agreement or as to the
validity, execution (except its own execution), enforceability, legality or
sufficiency of this Agreement or any of the other Collateral Documents or of
the sufficiency of the Secured Obligations, and neither the Administrative
Agent nor the Note Collateral Agent shall incur any liability or
responsibility in respect of any such matters.

              (b) No Duty to Inquire. Neither the Administrative Agent nor the
Note Collateral Agent shall be required to ascertain or inquire as to the
performance by any Grantor or any other Person, as the case may be, of any of
the covenants or agreements contained herein or in any of the other Collateral
Documents. Whenever it is necessary, or in the opinion of the Administrative
Agent advisable, for the Administrative Agent to ascertain the amount of
Secured Obligations then outstanding, the Administrative Agent may rely on a
certificate of the relevant holder of Eligible Obligations, in the case of
Eligible Obligations, or a certificate of the Bank Agent, in the case of
Credit Agreement Obligations, or a certificate of the Trustee, in the case of
Note Obligations, and, if such holder, Bank Agent or Trustee, as applicable,
shall not give such information to the Administrative Agent, such Person shall
not be entitled to receive distributions hereunder (in which case
distributions to those Persons who have supplied such information to the
Administrative Agent shall be calculated by the Administrative Agent using,
for those Persons who have not supplied such information, the list then most
recently delivered by the Company pursuant to Section 6.2), and the amount so
calculated to be distributed to the Person who fails to give such information
shall be held in trust for such Person until such Person does supply such
information to the Administrative Agent, whereupon on the next date of
distribution from the Collateral Account the amount distributable to such
Person shall be recalculated using such information and distributed to it.
Nothing in the preceding sentence shall prevent any



<PAGE>


                                                                              39



Grantor from contesting any amounts claimed by any holder of Secured
Obligations (or their representatives) in any certificate so supplied.

              (c) No Duty to Act. Neither the Administrative Agent nor the
Note Collateral Agent shall be under any obligation or duty to take any action
under this Agreement or any Collateral Document if taking such action (i)
would subject it to a tax in any jurisdiction where it is not then subject to
a tax or (ii) would require it to qualify to do business in any jurisdiction
where it is not then so qualified, unless it receives security or indemnity
satisfactory to it against such tax (or equivalent liability), or any
liability resulting from such qualification, in each case as results from the
taking of such action under this Agreement or any Collateral Document.

              (d) Rights as Holder of Secured Obligations. Each of the
Administrative Agent and the Note Collateral Agent shall have the same rights
with respect to any Secured Obligation held by it as any other holder of
Secured Obligations and may exercise such rights as though it were not the
Administrative Agent or the Note Collateral Agent, as the case may be,
hereunder, and may accept deposits from, lend money to, and generally engage
in any kind of banking or trust business with, any of the Grantors as if it
were not the Administrative Agent or the Note Collateral Agent, as the case
may be.

              (e) No Liability. Neither the Administrative Agent, the Note
Collateral Agent nor any officer, director, employee or agent, trustee,
nominee or representative of either thereof shall be liable for any action
taken or omitted to be taken by any such Person in accordance with this
Agreement or any of the other Collateral Documents except for such Person's
own gross negligence or willful misconduct.

         7.3  Delegation of Duties.  Each of the Administrative Agent and the
Note Collateral Agent may execute any of the powers granted to it under this
Agreement or any of the other Collateral Documents and perform any of its
duties hereunder or thereunder either directly or by or through agents,
trustees, nominees or attorneys-in-fact. The Administrative Agent and the Note
Collateral Agent shall be entitled to advice of counsel concerning all matters
pertaining to such powers and duties. Neither the Administrative Agent nor the
Note Collateral Agent shall be responsible for the negligence or misconduct of
any agents, trustees, nominees or attorneys-in-fact selected by it without
gross negligence or willful misconduct.

         7.4 Reliance by Agents; etc.

              (a) Officers' Certificate. Whenever in the administration of its
duties under this Agreement or in any of the other Collateral Documents, the
Administrative Agent or the Note Collateral Agent shall deem it necessary or
desirable that a matter be proved or established with respect to any Grantor
in connection with the taking, suffering or omitting of any action hereunder
or under any of the other Collateral Documents by the Administrative Agent or
the Note Collateral Agent, as the case may be, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may be deemed
to be conclusively proved or established by an Officers' Certificate, and each
of the Administrative Agent and the Note Collateral Agent shall be fully
protected for any action taken, suffered or omitted in reliance thereon.



<PAGE>


                                                                              40



              (b) Consultation with Counsel, etc. Each of the Administrative
Agent and the Note Collateral Agent may consult with counsel, and it shall be
fully protected in any action taken, suffered or omitted by it hereunder or
under any of the other Collateral Documents in accordance with any opinion of
such counsel. Each of the Administrative Agent and the Note Collateral Agent
shall have the right but not the obligation at any time to seek instructions
concerning the administration of and the duties created under each of this
Agreement or in any of the other Collateral Documents, from any court of
competent jurisdiction.

              (c) Reliance on Documents, etc. Each of the Administrative Agent
and the Note Collateral Agent may rely, and shall be fully protected in
relying, upon any resolution, statement, certificate, instrument, opinion,
report, notice, request, consent, order, or other paper or document which it
has no reason to believe to be other than genuine and to have been signed or
presented by the proper party or parties or, in the case of telecopies and
telexes, to have been sent by the proper party or parties. In the absence of
its gross negligence or willful misconduct, each of the Administrative Agent
and the Note Collateral Agent may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any
certificates or opinions furnished to it in connection with this Agreement or
any of the other Collateral Documents and conforming to the requirements
thereof.

              (d) Adequate Security. Neither the Administrative Agent nor the
Note Collateral Agent shall be under any obligation to exercise any of the
rights or powers vested in it by this Agreement and the Collateral Documents
unless it shall have been provided adequate security and indemnity against the
costs, expenses and liabilities which may be incurred by it, including such
reasonable advances as may be requested by it.

         7.5  Limitations on Duties of Agents.  (a) The Administrative Agent
shall be obligated to perform such duties and only such duties as are
specifically set forth in this Agreement and the First Lien Documents, and no
implied covenants or obligations shall be read into this Agreement or any
First Lien Document against the Administrative Agent. The Note Collateral
Agent shall be obligated to perform such duties and only such duties as are
specifically set forth in this Agreement and the Second Lien Documents, and no
implied covenants or obligations shall be read into this Agreement or any
Second Lien Document against the Note Collateral Agent. By acceptance of the
benefits under this Agreement and the Collateral Documents, the parties hereto
and the other holders of the Secured Obligations shall be deemed to have
agreed that, except as set forth in Sections 8 and 10.3, only the Controlling
Party (and no other Person) is entitled to (i) direct the actions of the
Administrative Agent hereunder or under any First Lien Document, (ii) direct
the actions of the Note Collateral Agent hereunder or under any Second Lien
Document, (iii) have the right to consent to any amendment, supplement, waiver
or other modification to this Agreement or any Collateral Document or to any
release of Collateral, (iv) take any action, or commence any legal proceeding
seeking, to require, compel or cause the Administrative Agent or the Note
Collateral Agent, as applicable, to enforce any of the provisions of this
Agreement or any Collateral Document against any Grantor or to exercise any
remedy hereunder or thereunder, (v) take any action, or commence any legal
proceeding seeking, to prevent or enjoin the Administrative Agent or the Note
Collateral Agent from taking any action (including, without limitation, the
enforcement of any provisions of this Agreement or any Collateral Document
against any Grantor, the exercise of any remedy hereunder or thereunder, the
release of any Collateral Document, the release of any Collateral,



<PAGE>


                                                                              41



the consent to any amendment or modification of this Agreement or any
Collateral Document or the grant of any waiver hereunder or thereunder), or
refraining from taking any such action, in accordance with this Agreement or
any Collateral Document, as the case may be, or (vi) otherwise take any
action, or commence any legal proceeding seeking, to delay, hinder or
otherwise impair the Administrative Agent or the Note Collateral Agent in
taking any such action in accordance with this Agreement or any Collateral
Document. By acceptance of the benefits under this Agreement and the
Collateral Documents, the holders of the Secured Obligations (other than the
Credit Agreement Obligations), as secured parties, will be deemed to have
acknowledged and agreed that the provisions of the preceding sentence are
intended to induce the Lenders and the Grantors to permit such Persons to be
secured parties under this Agreement and under the Collateral Documents and
are being relied upon by the Lenders and the Grantors as consideration
therefor.

              (b) Except as herein otherwise expressly provided, neither the
Administrative Agent nor the Note Collateral Agent shall be under any
obligation to take any action which is discretionary with the Administrative
Agent or the Note Collateral Agent, as applicable, under the provisions hereof
or of any Collateral Document. Each of the Bank Agent, the Trustee and the
Note Collateral Agent shall make available for inspection and copying by the
Administrative Agent each certificate or other paper furnished to it by any of
the Grantors under or in respect of this Agreement or any of the Collateral.

              (c) No provision of this Agreement or of any Collateral Document
shall be deemed to impose any duty or obligation on the Administrative Agent
or the Note Collateral Agent to perform any act or acts or exercise any right,
power, duty or obligation conferred or imposed on it, in any jurisdiction in
which it shall be illegal, or in which the Administrative Agent or the Note
Collateral Agent, as applicable, shall be unqualified or incompetent, to
perform any such act or acts or to exercise any such right, power, duty or
obligation or if such performance or exercise would constitute doing business
by the Administrative Agent or the Note Collateral Agent, as applicable, in
such jurisdiction or impose a tax on the Administrative Agent or the Note
Collateral Agent, as applicable, by reason thereof or to risk its own funds or
otherwise incur any financial liability in the performance of its duties
hereunder.

         7.6  Monies to be Held Hereunder.  While a Notice of Actionable Event
is outstanding, all monies received under, or pursuant to, any provision of
this Agreement or in any of the other Collateral Documents shall be invested
to the extent provided in Section 4.5 hereof and shall be held in the
Collateral Account (or the Additional Collateral Account, as applicable) in
trust for the purposes for which they were paid or are held.

         7.7  Resignation and Removal of the Agents.  (a) The Administrative
Agent may at any time, by giving written notice to the Company and the
Controlling Party, resign and be discharged of the responsibilities hereby
created, such resignation to become effective upon (i) the appointment of a
successor Administrative Agent, (ii) the acceptance of such appointment by
such successor Administrative Agent and (iii) the approval of such successor
Administrative Agent evidenced by one or more instruments signed by the
Company and the Controlling Party (which approval, in the case of the Company,
shall not be unreasonably withheld). If no successor Administrative Agent
shall be appointed and shall have accepted such appointment within 90 days
after the Administrative Agent gives the aforesaid notice of resignation, the



<PAGE>


                                                                              42



Company, the Administrative Agent, or the Controlling Party may apply to any
court of competent jurisdiction to appoint a successor Administrative Agent to
act until such time, if any, as a successor Administrative Agent shall have
been appointed as provided in this Section 7.7. Any successor so appointed by
such court shall immediately and without further act be superseded by any
successor Administrative Agent appointed by the Controlling Party as provided
in Section 7.7(b). The Controlling Party may, at any time upon giving 30 days'
prior written notice thereof to the Administrative Agent and the Company,
remove the Administrative Agent and appoint a successor Administrative Agent
reasonably acceptable to the Company, such removal to be effective upon the
acceptance of such appointment by the successor. The Administrative Agent
shall be entitled to Collateral Fees to the extent incurred or arising, or
relating to events occurring, before such resignation or removal.

              (b) If at any time the Administrative Agent shall resign or be
removed or otherwise become incapable of acting, or if at any time a vacancy
shall occur in the office of the Administrative Agent for any other cause, a
successor Administrative Agent may be appointed by the Controlling Party with
the consent of the Company, which consent shall not be unreasonably withheld.
The powers, duties, authority and title of the predecessor Administrative
Agent shall be terminated and cancelled without procuring the resignation of
such predecessor and without any other formality (except as be required by
applicable law) than appointment and designation of a successor in writing
duly acknowledged and delivered to the predecessor and the Company. Such
appointment and designation shall be full evidence of the right and authority
to make the same and of all the facts therein recited, and this Agreement and
the First Lien Documents shall vest in such successor, without any further
act, deed or conveyance, all the estates, properties, rights, powers, duties,
authority and title of its predecessor; but such predecessor shall,
nevertheless, on the written request of the Controlling Party, the Company, or
the successor, execute and deliver an instrument transferring to such
successor all the estates, properties, rights, powers, duties, authority and
title of such predecessor hereunder and under the First Lien Documents and
shall deliver all Collateral held by it or its agents to such successor.
Should any deed, conveyance or other instrument in writing from any Grantor be
required by any successor Administrative Agent for more fully and certainly
vesting in such successor the estates, properties, rights, powers, duties,
authority and title vested or intended to be vested in the predecessor
Administrative Agent, any and all such deeds, conveyances and other
instruments in writing shall, on request of such successor, be executed,
acknowledged and delivered by such Grantor. If such Grantor shall not have
executed and delivered any such deed, conveyance or other instrument within 10
days after it receives a written request from the successor Administrative
Agent to do so, or if an Event of Default in respect of the Secured
Obligations of the Controlling Party shall have occurred and be continuing,
the predecessor Administrative Agent may execute the same on behalf of such
Grantor. Such Grantor hereby appoints any predecessor Administrative Agent as
its agent and attorney to act for it as provided in the next preceding
sentence.

              (c) The Note Collateral Agent may at any time, by giving written
notice to the Company and the Controlling Party, resign and be discharged of
the responsibilities hereby created, such resignation to become effective upon
(i) the appointment of a successor Note Collateral Agent, (ii) the acceptance
of such appointment by such successor Note Collateral Agent and (iii) the
approval of such successor Note Collateral Agent evidenced by one or more
instruments signed by the Company (which approval shall not be unreasonably
withheld). If no



<PAGE>


                                                                              43



successor Note Collateral Agent shall be appointed and shall have accepted
such appointment within 90 days after the Note Collateral Agent gives the
aforesaid notice of resignation, the Company, the Note Collateral Agent, or
the Trustee may apply to any court of competent jurisdiction to appoint a
successor Note Collateral Agent to act until such time, if any, as a successor
Note Collateral Agent shall have been appointed as provided in this Section
7.7. Any successor so appointed by such court shall immediately and without
further act be superseded by any successor Note Collateral Agent appointed by
the Company as provided in Section 7.7(d). The Trustee may, at any time upon
giving 30 days' prior written notice thereof to the Note Collateral Agent and
the Company, remove the Note Collateral Agent and appoint a successor Note
Collateral Agent reasonably acceptable to the Company, such removal to be
effective upon the acceptance of such appointment by the successor. The Note
Collateral Agent shall be entitled to Collateral Fees to the extent incurred
or arising, or relating to events occurring, before such resignation or
removal.

              (d) If at any time the Note Collateral Agent shall resign or be
removed or otherwise become incapable of acting, or if at any time a vacancy
shall occur in the office of the Note Collateral Agent for any other cause, a
successor Note Collateral Agent may be appointed by the Company with the
consent of the Trustee, which consent shall not be unreasonably withheld. The
powers, duties, authority and title of the predecessor Note Collateral Agent
shall be terminated and cancelled without procuring the resignation of such
predecessor and without any other formality (except as be required by
applicable law) than appointment and designation of a successor in writing
duly acknowledged and delivered to the predecessor and the Company. Such
appointment and designation shall be full evidence of the right and authority
to make the same and of all the facts therein recited, and this Agreement and
the Second Lien Documents shall vest in such successor, without any further
act, deed or conveyance, all the estates, properties, rights, powers, duties,
authority and title of its predecessor; but such predecessor shall,
nevertheless, on the written request of the Trustee, the Company, or the
successor, execute and deliver an instrument transferring to such successor
all the estates, properties, rights, powers, duties, authority and title of
such predecessor hereunder and under the Second Lien Documents and shall
deliver all Collateral held by it or its agents to such successor. Should any
deed, conveyance or other instrument in writing from any Grantor be required
by any successor Note Collateral Agent for more fully and certainly vesting in
such successor the estates, properties, rights, powers, duties, authority and
title vested or intended to be vested in the predecessor Note Collateral
Agent, any and all such deeds, conveyances and other instruments in writing
shall, on request of such successor, be executed, acknowledged and delivered
by such Grantor. If such Grantor shall not have executed and delivered any
such deed, conveyance or other instrument within 10 days after it receives a
written request from the successor Note Collateral Agent to do so, or if an
Event of Default in respect of the Secured Obligations of the Controlling
Party shall have occurred and be continuing, the predecessor Note Collateral
Agent may execute the same on behalf of such Grantor. Such Grantor hereby
appoints any predecessor Note Collateral Agent as its agent and attorney to
act for it as provided in the next preceding sentence.

         7.8  Status of Successor Agents.  Every successor Administrative Agent
and Note Collateral Agent appointed pursuant to Section 7.7 shall be a bank or
trust company in good standing and having power to act as Administrative Agent
or Note Collateral Agent, as applicable, hereunder, incorporated under the
laws of the United States of America or any State thereof or the District of
Columbia and having its principal office within the 48 contiguous States



<PAGE>


                                                                              44



and shall also have capital, surplus and undivided profits of not less than
$500,000,000, if there be such an institution with such capital, surplus and
undivided profits willing, qualified and able to accept the powers and duties
hereunder upon reasonable or customary terms.

         7.9  Merger of the Agents.  Any corporation into which the
Administrative Agent may be merged, or with which it may be consolidated, or
any corporation resulting from any merger or consolidation to which the
Administrative Agent shall be a party, shall be the Administrative Agent under
this Agreement and the First Lien Documents without the execution or filing of
any paper or any further act on the part of the parties hereto. Any
corporation into which the Note Collateral Agent may be merged, or with which
it may be consolidated, or any corporation resulting from any merger or
consolidation to which the Note Collateral Agent shall be a party, shall be
the Note Collateral Agent under this Agreement and the Second Lien Documents
without the execution or filing of any paper or any further act on the part of
the parties hereto.

         7.10  Co-Agents; Separate Agents.  (a) If at any time or times it shall
be necessary or prudent in order to conform to any law of any jurisdiction in
which any of the Collateral shall be located, or to avoid any violation of law
or imposition on the Administrative Agent of taxes by such jurisdiction not
otherwise imposed on the Administrative Agent, or the Administrative Agent
shall be advised by counsel, satisfactory to it, that it is necessary or
prudent in the interest of the holders of the Bank Obligations, or the
Administrative Agent shall deem it desirable for its own protection in the
performance of its duties hereunder or under any First Lien Document, the
Administrative Agent and each of the Grantors shall execute and deliver all
instruments and agreements necessary or proper to constitute another bank or
trust company, or one or more Persons approved by the Administrative Agent and
the Grantors, either to act as co-administrative agent or co-administrative
agents of all or any of the Collateral under any of the First Lien Documents,
jointly with the Administrative Agent originally named herein or therein or
any successor Administrative Agent, or to act as separate administrative agent
or administrative agents of any of the Collateral. If any of the Grantors
shall not have joined in the execution of such instruments and agreements
within 10 days after it receives a written request from the Administrative
Agent to do so, or if an Event of Default in respect of the Secured
Obligations of the Controlling Party shall have occurred and be continuing,
the Administrative Agent may act under the foregoing provisions of this
Section 7.10(a) without the concurrence of such Grantors and execute and
deliver such instruments and agreements on behalf of such Grantors. Each of
the Grantors hereby appoints the Administrative Agent as its agent and
attorney to act for it under the foregoing provisions of this Section 7.10(a)
in either of such contingencies.

              (b) Every separate administrative agent and every
co-administrative agent, other than any successor Administrative Agent
appointed pursuant to Section 7.7, shall, to the extent permitted by law, be
appointed and act and be such, subject to the following provisions and
conditions:

              (i) all rights, powers, duties and obligations conferred upon
      the Administrative Agent in respect of the custody, control and
      management of moneys, papers or securities shall be exercised solely by
      the Administrative Agent or any agent appointed by the Administrative
      Agent;



<PAGE>


                                                                              45



              (ii) all rights, powers, duties and obligations conferred or
      imposed upon the Administrative Agent hereunder and under the relevant
      First Lien Documents shall be conferred or imposed and exercised or
      performed by the Administrative Agent and such separate administrative
      agent or separate administrative agents or co-administrative agent or
      co-administrative agents, jointly, as shall be provided in the
      instrument appointing such separate administrative agent or separate
      administrative agents or co-administrative agent or co-administrative
      agents, except to the extent that under any law of any jurisdiction in
      which any particular act or acts are to be performed the Administrative
      Agent shall be incompetent or unqualified to perform such act or acts,
      or unless the performance of such act or acts would result in the
      imposition of any tax on the Administrative Agent which would not be
      imposed absent such joint act or acts, in which event such rights,
      powers, duties and obligations shall be exercised and performed by such
      separate administrative agent or separate administrative agents or
      co-administrative agent or co-administrative agents;

              (iii) no power given hereby or by the relevant First Lien
      Documents to, or which is provided herein or therein may be exercised
      by, any such co-administrative agent or co-administrative agents or
      separate administrative agent or separate administrative agents shall be
      exercised hereunder or thereunder by such co-administrative agent or
      co-administrative agents or separate administrative agent or separate
      administrative agents except jointly with, or with the consent in
      writing of, the Administrative Agent, anything contained herein to the
      contrary notwithstanding;

              (iv) no administrative agent hereunder shall be personally
      liable by reason of any act or omission of any other administrative
      agent hereunder; and

              (v) the Company and the Administrative Agent, at any time by an
      instrument in writing executed by them jointly, may accept the
      resignation of or remove any such separate administrative agent or
      co-administrative agent and, in that case by an instrument in writing
      executed by them jointly, may appoint a successor to such separate
      administrative agent or co-administrative agent, as the case may be,
      anything contained herein to the contrary notwithstanding. If the
      Company shall not have joined in the execution of any such instrument
      within 10 days after it receives a written request from the
      Administrative Agent to do so, or if an Event of Default in respect of
      the Secured Obligations of the Controlling Party shall have occurred and
      be continuing, the Administrative Agent shall have the power to accept
      the resignation of or remove any such separate administrative agent or
      co-administrative agent and to appoint a successor without the
      concurrence of the Company, the Company hereby appointing the
      Administrative Agent its agent and attorney to act for it in such
      connection in such contingency. If the Administrative Agent shall have
      appointed a separate administrative agent or separate administrative
      agents or co-administrative agent or co-administrative agents as above
      provided, the Administrative Agent may at any time, by an instrument in
      writing, accept the resignation of or remove any such separate
      administrative agent or co-administrative agent and the successor to any
      such separate administrative agent or co-administrative agent shall be
      appointed by the Company and the Administrative Agent, or by the
      Administrative Agent alone pursuant to this Section 7.10(b).



<PAGE>


                                                                              46



              (c) If at any time or times it shall be necessary or prudent in
order to conform to any law of any jurisdiction in which any of the Collateral
shall be located, or to avoid any violation of law or imposition on the Note
Collateral Agent of taxes by such jurisdiction not otherwise imposed on the
Note Collateral Agent, or the Note Collateral Agent shall be advised by
counsel, satisfactory to it, that it is necessary or prudent in the interest
of the holders of the Note Obligations, or the Note Collateral Agent shall
deem it desirable for its own protection in the performance of its duties
hereunder or under any Second Lien Document, the Note Collateral Agent and
each of the Grantors shall execute and deliver all instruments and agreements
necessary or proper to constitute another bank or trust company, or one or
more Persons approved by the Note Collateral Agent and the Grantors, either to
act as co-collateral agent or co-collateral agents of all or any of the
Collateral under any of the Second Lien Documents, jointly with the Note
Collateral Agent originally named herein or therein or any successor Note
Collateral Agent, or to act as separate collateral agent or collateral agents
of any of the Collateral. If any of the Grantors shall not have joined in the
execution of such instruments and agreements within 10 days after it receives
a written request from the Note Collateral Agent to do so, or if an Event of
Default in respect of the Secured Obligations of the Controlling Party shall
have occurred and be continuing, the Note Collateral Agent may act under the
foregoing provisions of this Section 7.10(c) without the concurrence of such
Grantors and execute and deliver such instruments and agreements on behalf of
such Grantors. Each of the Grantors hereby appoints the Note Collateral Agent
as its agent and attorney to act for it under the foregoing provisions of this
Section 7.10(c) in either of such contingencies.

              (d) Every separate collateral agent and every co-collateral
agent, other than any successor Note Collateral Agent appointed pursuant to
Section 7.7, shall, to the extent permitted by law, be appointed and act and
be such, subject to the following provisions and conditions:

              (i) all rights, powers, duties and obligations conferred upon
      the Note Collateral Agent in respect of the custody, control and
      management of moneys, papers or securities shall be exercised solely by
      the Note Collateral Agent or any agent appointed by the Note Collateral
      Agent;

              (ii) all rights, powers, duties and obligations conferred or
      imposed upon the Note Collateral Agent hereunder and under the relevant
      Second Lien Documents shall be conferred or imposed and exercised or
      performed by the Note Collateral Agent and such separate collateral
      agent or separate collateral agents or co-collateral agent or
      co-collateral agents, jointly, as shall be provided in the instrument
      appointing such separate collateral agent or separate collateral agents
      or co-collateral agent or co-collateral agents, except to the extent
      that under any law of any jurisdiction in which any particular act or
      acts are to be performed the Note Collateral Agent shall be incompetent
      or unqualified to perform such act or acts, or unless the performance of
      such act or acts would result in the imposition of any tax on the Note
      Collateral Agent which would not be imposed absent such joint act or
      acts, in which event such rights, powers, duties and obligations shall
      be exercised and performed by such separate collateral agent or separate
      collateral agents or co-collateral agent or co-collateral agents;



<PAGE>


                                                                              47



              (iii) no power given hereby or by the relevant Second Lien
      Documents to, or which is provided herein or therein may be exercised
      by, any such co-collateral agent or co-collateral agents or separate
      collateral agent or separate collateral agents shall be exercised
      hereunder or thereunder by such co-collateral agent or co-collateral
      agents or separate collateral agent or separate collateral agents except
      jointly with, or with the consent in writing of, the Note Collateral
      Agent, anything contained herein to the contrary notwithstanding;

              (iv) no collateral agent hereunder shall be personally liable by
      reason of any act or omission of any other collateral agent hereunder;
      and

              (v) the Company and the Note Collateral Agent, at any time by an
      instrument in writing executed by them jointly, may accept the
      resignation of or remove any such separate collateral agent or
      co-collateral agent and, in that case by an instrument in writing
      executed by them jointly, may appoint a successor to such separate
      collateral agent or co-collateral agent, as the case may be, anything
      contained herein to the contrary notwithstanding. If the Company shall
      not have joined in the execution of any such instrument within 10 days
      after it receives a written request from the Note Collateral Agent to do
      so, or if an Event of Default in respect of the Secured Obligations of
      the Controlling Party shall have occurred and be continuing, the Note
      Collateral Agent shall have the power to accept the resignation of or
      remove any such separate collateral agent or co-collateral agent and to
      appoint a successor without the concurrence of the Company, the Company
      hereby appointing the Note Collateral Agent its agent and attorney to
      act for it in such connection in such contingency. If the Note
      Collateral Agent shall have appointed a separate collateral agent or
      separate collateral agents or co-collateral agent or co-collateral
      agents as above provided, the Note Collateral Agent may at any time, by
      an instrument in writing, accept the resignation of or remove any such
      separate collateral agent or co-collateral agent and the successor to
      any such separate collateral agent or co-collateral agent shall be
      appointed by the Company and the Note Collateral Agent, or by the Note
      Collateral Agent alone pursuant to this Section 7.10(d).

      7.11  Treatment of Payee or Indorsee by Administrative Agent;
Representatives of Holders of Secured Obligations.  (a) The Administrative
Agent may treat the registered holder or, if none, the payee or indorsee of
any promissory note or debenture evidencing a Secured Obligation as the
absolute owner thereof for all purposes and shall not be affected by any
notice to the contrary, whether such promissory note or debenture shall be
past due or not.

              (b) If requested by the Administrative Agent, any Person (other
than the Bank Agent (in the case of the Credit Agreement Obligations) and the
Trustee (in the case of the Note Obligations)) which shall be designated as
the duly authorized representative of one or more holders of Secured
Obligations to act as such in connection with any matters pertaining to this
Agreement or the Collateral shall present to the Administrative Agent such
documents, including, without limitation, opinions of counsel, as the
Administrative Agent may reasonably require, in order to demonstrate to the
Administrative Agent the authority of such Person to act as the representative
of such holders (it being understood that the holders of Credit Agreement
Obligations are represented hereunder by the Bank Agent and that the holders
of the Note Obligations are represented hereunder by the Trustee). The
authority of the Bank Agent and the



<PAGE>


                                                                              48



Trustee shall be demonstrated by their inclusion as such in the lists from
time to time delivered pursuant to Section 6.2.

      8. AMENDMENTS, RELEASES AND OTHER ACTIONS.

         8.1  Directions and Consents by Controlling Party.  (a) At the
direction of the Controlling Party, the Administrative Agent shall, or with
the consent of the Controlling Party, the Administrative Agent may, in either
case without the consent of or notice to any other holders of Bank Obligations
and subject to Sections 5.2(d), 8.4 and 10.3, consent to any amendments,
modifications or supplements to, or waivers of, or releases of any or all of
the collateral security granted under this Agreement or the other First Lien
Documents, conduct any proceeding hereunder or thereunder, exercise any remedy
available to the Administrative Agent hereunder or thereunder or exercise any
right or power conferred upon the Administrative Agent hereunder or thereunder
which is for the benefit of the holders of the Secured Obligations; provided,
however, that (i) no such direction of the Controlling Party shall modify any
provision which is intended to benefit the Administrative Agent without the
prior written consent of the Administrative Agent, (ii) the Administrative
Agent shall have the right to decline to follow any such direction of the
Controlling Party if the Administrative Agent, being advised by counsel,
determines that such action is not permitted by the terms of this Agreement,
the Credit Agreement or any of the other Bank Obligation Documents or may not
lawfully be taken (provided, however, that if the Administrative Agent has
declined to follow any direction of the Controlling Party in reliance upon
this clause (ii) and a holder of Secured Obligations that is represented by
such Controlling Party has provided the Administrative Agent with written
notice that it is willing to take such action, then the Administrative Agent
shall resign from its capacity as Administrative Agent to the extent that such
other holder is to be appointed Administrative Agent in accordance with the
terms hereof and of the Credit Agreement), and (iii) the Administrative Agent
may take any action deemed proper by the Administrative Agent which is not
inconsistent with such direction of the Controlling Party. The Administrative
Agent may rely on any direction or consent given to it by the Controlling
Party and shall be fully protected, and shall under no circumstances be liable
to any Grantor, any holder of Secured Obligations or any other Person, for
taking or refraining from taking action in accordance with the directions of,
or in reliance upon the consent of, the Controlling Party. The Administrative
Agent shall not be under any obligation to exercise any of the rights or
powers vested in it under or pursuant to this Agreement or any of the other
First Lien Documents unless it shall have been provided adequate security and
indemnity against the costs, expenses and liabilities which may be incurred by
it in compliance with such request or direction.

         (b) At the direction of the Controlling Party, the Note Collateral
Agent shall, or with the consent of the Controlling Party, the Note Collateral
Agent may, in either case without the consent of or notice to any other
holders of Note Obligations and subject to Sections 5.2(d), 8.5 and 10.3,
consent to any amendments, modifications or supplements to, or waivers of, or
releases of any or all of the collateral security granted under this Agreement
or the other Second Lien Documents, conduct any proceeding hereunder or
thereunder, exercise any remedy available to the Note Collateral Agent
hereunder or thereunder or exercise any right or power conferred upon the Note
Collateral Agent hereunder or thereunder which is for the benefit of the
holders of the Note Obligations; provided, however, that (i) no such direction
of the Controlling Party shall modify any provision which is intended to
benefit the Note Collateral Agent without



<PAGE>


                                                                              49



the prior written consent of the Note Collateral Agent, (ii) the Note
Collateral Agent shall have the right to decline to follow any such direction
of the Controlling Party if the Note Collateral Agent, being advised by
counsel, determines that such action is not permitted by the terms of this
Agreement, the Indenture or any of the other Note Obligation Documents or may
not lawfully be taken (provided, however, that if the Note Collateral Agent
has declined to follow any direction of the Controlling Party in reliance upon
this clause (ii) and a holder of Secured Obligations that is represented by
such Controlling Party has provided the Note Collateral Agent with written
notice that it is willing to take such action, then the Note Collateral Agent
shall resign from its capacity as Note Collateral Agent to the extent that
such other holder is to be appointed Note Collateral Agent in accordance with
the terms hereof and of the Indenture), (iii) the Note Collateral Agent may
take any action deemed proper by the Note Collateral Agent which is not
inconsistent with such direction of the Controlling Party and (iv) if at any
time the Controlling Party is a Person specified in clause (a)(i) or (b)(i) of
the definition thereof, such Controlling Party shall not have any right to
direct the Note Collateral Agent to release any Collateral from the lien of
the Second Lien Documents, or to effect an amendment, waiver or consent to the
Second Lien Documents that would have the effect of removing assets from the
Second Collateral Estate, except to the extent provided in Section 8.5. The
Note Collateral Agent may rely on any direction or consent given to it by the
Controlling Party and shall be fully protected, and shall under no
circumstances be liable to any Grantor, any holder of Secured Obligations or
any other Person, for taking or refraining from taking action in accordance
with the directions of, or in reliance upon the consent of, the Controlling
Party. The Note Collateral Agent shall not be under any obligation to exercise
any of the rights or powers vested in it under or pursuant to this Agreement
or any of the other Second Lien Documents unless it shall have been provided
adequate security and indemnity against the costs, expenses and liabilities
which may be incurred by it in compliance with such request or direction.

         8.2  No Individual Action, etc.  No holder of any Secured Obligations
and no other Person may require the Administrative Agent or the Note
Collateral Agent to take or refrain from taking any action hereunder or under
any of the other Collateral Documents or with respect to any of the collateral
security granted hereunder or thereunder except as and to the extent expressly
set forth hereunder or thereunder.

         8.3  Condition on Duty to Act.  In acting or refraining from acting
with respect to any matter hereunder or under any of the other Collateral
Documents (including, without limitation, consenting to any amendments,
modifications or supplements to, or waivers of, or releases of any collateral
security granted under, this Agreement or any of the other Collateral
Documents), (i) the Bank Agent shall be subject to the terms and conditions of
the Credit Agreement (including subsections 14.1 and 14.2 thereof (or any
comparable provisions in any successor or replacement Credit Agreement)) and
(ii) the Trustee shall be subject to the terms and conditions of the Indenture
(including Article IX thereof (or any comparable provisions in any successor
or replacement Indenture).

         8.4  Release of First Liens on Collateral.  Notwithstanding the
provisions of Section 8.1(a) hereof, the Administrative Agent is authorized to
and it shall, at the request and expense of the Company and without the
consent of or notice to the Controlling Party or any holders of Secured
Obligations, release any Collateral from any of the liens created by any of
the First Lien Documents (a) to the extent necessary to effect any sale,
transfer or other disposition of such



<PAGE>


                                                                              50



Collateral that is permitted in accordance with the terms of the Credit
Agreement, (b) to the extent necessary to release from such liens all of the
assets of a Subsidiary of the Company all of the stock of which is being
released from such liens pursuant to clause (a), or (c) to the extent
otherwise contemplated or permitted by subsection 14.1 or 14.2 of the Credit
Agreement (or any comparable provision of any successor or replacement Credit
Agreement).

         8.5  Release of Second Liens on Collateral.  (a) Notwithstanding the
provisions of Section 8.1(b) hereof, the Note Collateral Agent is authorized
to and it shall, at the request and expense of the Company and without the
consent of or notice to the Controlling Party or any holders of Secured
Obligations, release any Collateral from any of the liens created by any of
the Second Lien Documents under any of the following circumstances:

              (i) if the release is necessary to effect any sale, transfer or
      other disposition of such Collateral in a transaction that does not
      violate Section 4.07 of the Indenture (or any comparable provision of
      any successor or replacement Indenture), or

              (ii) if the Company mails written notice of the proposed release
      to the Trustee and the Indenture Noteholders and either (x) the Company
      does not receive within 20 Business Days (as defined in the Indenture)
      after such mailing written objections to such release from Indenture
      Noteholders holding at least 25% of the aggregate Principal Amount of
      outstanding Notes as of the record date specified in such notice, or (y)
      Indenture Noteholders holding at least 66-2/3% of the aggregate
      Principal Amount of then outstanding Notes consent to such release in
      accordance with Article IX of the Indenture (or any comparable provision
      of any successor or replacement Indenture), or

              (iii) if, after giving effect to the release, the aggregate fair
      value of the Collateral released from the liens of the Second Lien
      Documents pursuant to this clause (iii) as of the date of release would
      not exceed $5,000,000 in any calendar year (subject to a cumulative
      carryover for any amount not used in any prior calendar year), provided
      that this clause (iii) shall not be available for the release of any
      Collateral that is at the time subject to the liens of any of the First
      Lien Documents unless the Controlling Party consents to the release of
      such Collateral from such liens as well, or

              (iv) if the Company grants to the Note Collateral Agent, for the
      benefit of the holders of the Note Obligations, a security interest in
      substitute additional collateral having a fair value (as determined in
      accordance with Section 8.5(e)) at least equal to the fair value (as
      determined in accordance with Section 8.5(e)) of the Collateral released
      from the liens of the Second Lien Documents pursuant to this clause (iv)
      as of the date of release (which additional collateral shall also be
      subject to the liens created by the First Lien Documents (unless the
      First Lien Termination Date shall have occurred)), provided that this
      clause (iv) shall not be available for the release of any Collateral
      that is at the time subject to the liens of any of the First Lien
      Documents unless the Controlling Party consents to the release of such
      Collateral from such liens as well, or

              (v) if the Collateral to be released consists of the assets of a
      Subsidiary of the Company all of the stock of which is being released
      pursuant to any other provision of this Section 8.5(a), provided that
      (x) in the case of a release of the stock of a Subsidiary



<PAGE>


                                                                              51



      pursuant to clause (ii) above, the assets of the Subsidiary may not be
      released pursuant to this clause (v) unless the notice mailed pursuant
      to clause (ii) states that all the assets of the Subsidiary will also be
      released, and (y) in the case of a release of the stock of a Subsidiary
      pursuant to clause (iv) above, the assets of the Subsidiary may not be
      released pursuant to this clause (v) unless the substitute additional
      collateral provided pursuant to clause (iv) has a fair value (as
      determined in accordance with Section 8.5(e)) at least equal to the fair
      value (without duplication and as determined in accordance with Section
      8.5(e)) of both the stock and assets of that Subsidiary, or

              (vi) if the release relates solely to assets, property or
      business being acquired or constructed after November 26, 2001 and is to
      enable all or part of the purchase price of, or Capitalized Lease
      Obligations (as defined in the Indenture or, in the case of any
      successor or replacement Indenture, the meaning assigned to such term or
      any other defined term having a similar purpose) with respect to, such
      assets, property or business to be secured by a lien that is permitted
      by Section 4.04(a)(3) of the Indenture (or any comparable provision of
      any successor or replacement Indenture), provided that this clause (vi)
      shall not be available for the release of any Collateral that is at the
      time subject to the liens of any of the First Lien Documents unless the
      Controlling Party consents to the release of such Collateral from such
      liens as well, or

              (vii) if the release relates to property or assets that the
      Company or a Subsidiary of the Company does not own and the sole purpose
      of the release is to disclaim their ownership thereof, provided that
      this clause (vii) shall not be available prior to the First Lien
      Termination Date unless the Administrative Agent provides a similar
      release of such property or assets.

              (b) Under the circumstances described in Sections 8.1(b) and
8.5(a) above with respect to any release of Collateral, the liens on such
Collateral created pursuant to the Second Lien Documents shall be released
upon the satisfaction of the applicable conditions set forth in such Sections
without any further action on the part of the Note Collateral Agent, the
Trustee or any holder of Note Obligations, and the Note Collateral Agent shall
execute or cause to be executed such release documents and instruments and
shall take such further actions as the Company or the Controlling Party shall
request to evidence such release, including, without limitation, any financing
statements, endorsements, assignments or other instruments of transfer or
release.

              (c) With respect to any releases of Collateral from the liens of
the Second Lien Documents under clauses (i), (iii), (iv), (v), (vi) or (vii)
of Section 8.5(a) above (collectively, the "Automatic Release Provisions") at
any time on or prior to the First Lien Termination Date, the Note Collateral
Agent, for itself and on behalf of each holder of Note Obligations, hereby
irrevocably constitutes and appoints the Administrative Agent and any officer
or agent of the Administrative Agent, with full power of substitution, as its
true and lawful attorney-in-fact with full irrevocable power and authority in
the place and stead of the Note Collateral Agent or such holder and in the
name of the Note Collateral Agent or such holder or in the Administrative
Agent's own name, from time to time in the Administrative Agent's discretion,
for the purpose of carrying out the terms of the Automatic Release Provisions,
to take any and all appropriate action and to execute any and all documents
and



<PAGE>


                                                                              52



instruments which may be necessary or desirable to accomplish the purposes
of the Automatic Release Provisions, including, without limitation, any
financing statements, endorsements, assignments or other instruments of
transfer or release.

              (d) In addition to the rights specified in this Section 8.5, the
Administrative Agent shall have the rights set forth in Section 5.2(d) to
release Collateral from the liens created by the Second Lien Documents upon
exercise of remedies by the Administrative Agent under the Collateral
Documents.

              (e) For purposes of this Section 8.5, the fair value of any
assets shall be as determined in good faith by the Board of Directors (as
defined in the Indenture) of the Company (as evidenced by a resolution of such
Board) and, if such assets have a fair value in excess of $10,000,000 as
determined by such Board, such determination shall be confirmed in a written
report by an independent appraiser.

      9.  NOTICES.

         9.1  Manner and Method of Giving Notices.  All notices and other
communications hereunder shall be in writing and shall be delivered and
addressed (a) if to a Borrower, at the address set forth in the Credit
Agreement, or at such other address as such Borrower shall have designated to
the Administrative Agent by notice in writing, (b) if to a Grantor, at the
address of such Grantor set forth in the Collateral Documents, or at such
other address as such Grantor shall have designated to the Administrative
Agent by notice in writing, (c) if to the Administrative Agent at One Chase
Manhattan Plaza, 8th Floor, New York, New York 10081, Attention:
[_______________], Telephone: (212) [________], Telecopy: (212) [_________],
or at such other address as the Administrative Agent shall have designated to
the Company by notice in writing, (d) if to the Bank Agent at the address set
forth in the Credit Agreement, or at such other address as the Bank Agent
shall have designated to the Company and the Administrative Agent by notice in
writing, (e) if to Lender, at the address of such Lender set forth in the
Credit Agreement (or a schedule thereto) or at such other address as such
Lender shall have designated to the Company and the Administrative Agent by
notice in writing, (f) if to any holders of Bank Obligations (other than
Credit Agreement Obligations), at the address of such holder set forth in the
records of the Company or at such other address as such holder shall have
designated to the Company and the Administrative Agent by notice in writing,
(g) if to the Trustee, at the address set forth in the Indenture, or at such
other address as the Trustee shall have designated to the Company and the
Administrative Agent by notice in writing, (h) if to the Note Collateral Agent
at the address set forth in the Second Lien Documents, or at such other
address as the Note Collateral Agent shall have designated to the Company and
the Administrative Agent by notice in writing, or (i) if to any holder of Note
Obligations, at the address of such holder set forth in the records of the
Company or at such other address as such holder shall have designated to the
Company and the Administrative Agent by notice in writing.

         9.2 Copies of Notices to be Sent by Agents. Each of the
Administrative Agent and the Note Collateral Agent shall deliver to the
Company, promptly upon receipt thereof, duplicates or copies of all notices,
requests and other instruments received by it under or pursuant to this
Agreement to the extent that the same shall not have been furnished pursuant
thereto to the Company.



<PAGE>


                                                                              53



      10.  MISCELLANEOUS.

         10.1  Binding Effect.  This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns and shall inure to the benefit of each holder of Secured Obligations
and their respective successors and assigns, and nothing herein is intended or
shall be construed to give any other Person any right, remedy or claim under,
to or in respect of this Agreement.

         10.2  No Waivers.  No failure on the part of the Administrative Agent,
any co-administrative agent, any separate administrative agent, the Note
Collateral Agent, any co-collateral agent, any separate collateral agent or
any other holder of Secured Obligations to exercise, no course of dealing with
respect to, and no delay in exercising, any right, power or privilege under
this Agreement or any Collateral Document shall operate as a waiver thereof
nor shall any single or partial exercise of any such right, power or privilege
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege.

         10.3  Amendments, Supplements, Waivers and Consents.  (a) With the
written consent of the Controlling Party (but without the consent of any other
holder of Secured Obligations), the Grantors and the Administrative Agent may,
from time to time, enter into amendments or other written agreements
supplemental to any First Lien Document for the purpose of adding to, or
deleting from, or waiving or consenting to any departures from any provisions
of, any First Lien Document or changing in any manner the rights of the
Administrative Agent, the holders of the Bank Obligations or the Grantors
thereunder.

              (b) Any amendment or waiver of, or any consent under, any
provision of any First Lien Document made pursuant to Section 10.3(a) (except
to the extent that such amendment, waiver or consent, would have the effect of
removing assets from the Second Collateral Estate) shall apply automatically
to the comparable provision of the Comparable Second Lien Document without the
consent of or notice to the Controlling Party or any holders of Secured
Obligations and without any action by any Grantor or the Note Collateral
Agent; provided that the Company has delivered to the Note Collateral Agent an
Officers' Certificate, substantially in the form of Exhibit A hereto, stating
that such amendment, waiver or consent does not have the effect of removing
assets from the Second Collateral Estate. The Company shall promptly notify
the Trustee of any amendment or waiver of, or any consent under, any provision
of any First Lien Document that applies automatically to the comparable
provision of the Comparable Second Lien Document, which notice shall include a
copy of such amendment, waiver or consent, as applicable, provided that the
failure to give such notice shall not affect the validity of such amendment or
waiver of, or consent under, either the First Lien Documents or the Second
Lien Documents.

              (c) In addition to any amendment, waiver or consent provided for
in Section 10.3(b), to the extent permitted by Section 4.11 of the Indenture
or Article IX of the Indenture (or, in each case, any comparable provision of
any successor or replacement Indenture), the Grantors and the Note Collateral
Agent may (without the consent of any other holder of Secured Obligations),
from time to time, enter into amendments or other written agreements
supplemental to any Second Lien Document for the purpose of adding to, or
deleting from, or waiving or consenting to any departures from any provisions
of, any Second Lien Document or changing in



<PAGE>


                                                                              54



any manner the rights of the Note Collateral Agent, the holders of the Note
Obligations or the Grantors thereunder.

              (d) With the written consent of the Bank Agent (on behalf of the
holders of any Credit Agreement Obligations) and the Trustee (on behalf of the
holders of any Indenture Obligations), but without the consent of any other
holder of Secured Obligations, the Grantors, the Administrative Agent and the
Note Collateral Agent may, from time to time, enter into amendments or other
written agreements supplemental hereto for the purpose of adding to, or
deleting from, or waiving or consenting to any departure from any provisions
of, this Agreement or changing in any manner the rights of the parties hereto,
the other holders of the Secured Obligations or the Grantors hereunder
(collectively, "amendments"), except as follows: (i) amendments of the type
referred to in Section 4.2(e)(i) may be made with the consents referred to
therein but without any other consents and without any action by the Note
Collateral Agent; (ii) amendments of the type referred to in Section
4.2(e)(ii) may be made with the consents referred to therein but without any
other consents and without any action by the Administrative Agent; (iii)
amendments which affect only the First Lien Documents or the liens created
thereby may be made with the consent of the Bank Agent (on behalf of the
holders of any Credit Agreement Obligations) but without any other consents
and without any action by the Note Collateral Agent; and (iv) amendments which
affect only the Second Lien Documents or the liens created thereby may be made
with the consent of the Trustee (on behalf of the holders of any Indenture
Obligations) but without any other consents and without any action by the
Administrative Agent.

              (e) In addition, if the Bank Agent (if the Credit Agreement is
in effect) shall advise the Administrative Agent in writing that the Required
Lenders have agreed with the Company, or if the Company (if no Credit
Agreement is in effect) shall advise the Administrative Agent in writing, that
a supplemental agreement would be necessary or appropriate to facilitate
having additional indebtedness, liabilities or obligations of the Company
permitted by Section 4.2(e)(iii) to be secured by all or any portion of the
Collateral and specifying whether such indebtedness, liabilities or
obligations are to be treated as Credit Agreement Obligations, Eligible
Obligations, Other Second Lien Obligations or otherwise hereunder and the
Company certifies that the Credit Agreement and the Indenture will not be
violated thereby, the Administrative Agent and the Note Collateral Agent
shall, if such additional indebtedness, liabilities or obligation is then
permitted by the Indenture to be secured by the Collateral, enter into such
supplemental agreements with the Grantors as shall be reasonably requested by
the Company to effect such agreement (which supplemental agreement may be in
the form of an amendment and restatement of this Agreement). Any waiver,
amendment, modification or supplemental agreement entered into pursuant to
this Section 10.3 shall be binding upon the Grantors, the Administrative
Agent, the Note Collateral Agent, the other parties hereto and the holders of
the Secured Obligations and their respective successors.

              (f) If at any time after the occurrence of the First Lien
Termination Date there shall exist Other Second Lien Obligations, the Note
Collateral Agent shall have the right to require this Agreement to be amended
or supplemented so as to afford to the Note Collateral Agent all of the rights
and protections vis a vis the holders of the Other Second Lien Obligations
that this Agreement affords to the Administrative Agent vis a vis the holders
of the Note Obligations.



<PAGE>


                                                                              55



              (g) In connection with any request or application by the Company
to the Note Collateral Agent to take or refrain from taking any action under
this Agreement, the Company agrees that, if the Trust Indenture Act would
require the delivery of an Officers' Certificate and an opinion of counsel in
connection therewith (if the Indenture were qualified thereunder and treating
the Note Collateral Agent as if it were acting as a subagent of the Trustee),
the Company shall furnish to the Note Collateral Agent:

              (i) an Officers' Certificate in form and substance reasonably
      satisfactory to the Note Collateral Agent stating that, in the opinion
      of the signers, all conditions precedent, if any, provided for in this
      Agreement relating to the proposed action have been complied with; and

              (ii) an opinion of counsel in form and substance reasonably
      satisfactory to the Note Collateral Agent stating that, in the opinion
      of such counsel, all such conditions precedent have been complied with.

              (h) Each certificate or opinion with respect to compliance with
a covenant or condition provided for in Section 10.3(g) shall include:

              (i) a statement that the individual making such certificate or
      opinion has read such covenant or condition;

              (ii) a brief statement as to the nature and scope of the
      examination or investigation upon which the statements or opinions
      contained in such certificate or opinion are based;

              (iii) a statement that, in the opinion of such individual, he
      has made such examination or investigation as is necessary to enable him
      to express an informed opinion as to whether or not such covenant or
      condition has been complied with; and

              (iv) a statement as to whether or not, in the opinion of such
      individual, such covenant or condition has been complied with.

         10.4  Headings.  The table of contents and the headings of Sections
have been included herein and in the Collateral Documents for convenience only
and should not be considered in interpreting this Agreement or the Collateral
Documents.

         10.5  Severability.  Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall not invalidate 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.

         10.6  Termination.  (a) Notwithstanding the provisions of Section 8.1,
this Agreement and all of the other Collateral Documents and all obligations
of the Administrative Agent, the Bank Agent, the Trustee and the Note
Collateral Agent hereunder and thereunder shall terminate on the Termination
Date without delivery of any instrument or performance of any act by any
party, including, without limitation, the consent of or notice to any holders
of any Secured Obligations. Upon termination of this Agreement, (a) all
collateral security granted under the



<PAGE>


                                                                              56



Bank Obligation Documents and the Note Obligation Documents shall be released,
(b) the Administrative Agent shall, at the sole expense of the Company, deliver
to the Company the Collateral pledged to the Administrative Agent under the
First Lien Documents, (c) the Note Collateral Agent shall, at the sole expense
of the Company, deliver to the Company the Collateral pledged to the Note
Collateral Agent under the Second Lien Documents and (d) each of the
Administrative Agent and the Note Collateral Agent shall, at the sole expense of
the Company, take such further actions as may be necessary to effect the
foregoing releases.

              (b) Notwithstanding the provisions of Section 8.1, (i) all of
the First Lien Documents and all obligations of the Administrative Agent
(except those which become the obligations of the Note Collateral Agent
pursuant to Section 5.2(e)) and the Bank Agent hereunder and thereunder shall
terminate on the First Lien Termination Date and (ii) all of the Second Lien
Documents and all obligations of the Note Collateral Agent and the Trustee
hereunder and thereunder shall terminate on the Second Lien Termination Date.

         10.7  No Effect on Terms of Credit Agreement or Indenture.  Nothing
contained in this Agreement shall in any manner affect the rights or
obligations of the Administrative Agent set forth in Section 13 of the Credit
Agreement, all of the terms of which Section 13 shall be deemed to be
incorporated by reference in this Agreement as if set forth in full herein.
Nothing contained in this Agreement shall in any manner affect the rights or
obligations of the Note Collateral Agent set forth in Article VII of the
Indenture, all of the terms of which Article VII shall be deemed to be
incorporated by reference in this Agreement as if set forth in full herein.

         10.8  Successors and Assigns.  (a) This Agreement shall be binding upon
and inure to the benefit of each of the parties hereto and their respective
successors and assigns and shall inure to the benefit of each of the holders
of Secured Obligations and their respective successors and assigns, and
nothing herein is intended or shall be construed to give any other Person any
right, remedy or claim under, to or in respect of this Agreement or any
Collateral.

              (b) Upon a successor Bank Agent becoming the Bank Agent under
the Credit Agreement, such successor Bank Agent automatically shall become the
Administrative Agent hereunder with all the rights and powers of the
Administrative Agent hereunder, and bound by the provisions hereof, without
the need for any further action on the part of any party hereto.

         10.9 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be an original and all of which when taken
together shall constitute one and the same instrument.

         10.10  GOVERNING LAW. THE PROVISIONS OF THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.



<PAGE>




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

                                         REVLON CONSUMER PRODUCTS CORPORATION


                                         By: /s/ Michael T. Sheehan
                                             ---------------------------------
                                             Title: Vice President


                                         JPMORGAN CHASE BANK, as Bank Agent


                                         By: /s/ Neil R. Boyle
                                             ---------------------------------
                                             Title:  Managing Director


                                         JPMORGAN CHASE BANK, as Administrative
                                            Agent


                                         By: /s/ Neil R. Boyle
                                             -----------------------------------
                                             Title:  Managing Director


                                         WILMINGTON TRUST COMPANY, as
                                            Trustee


                                         By: /s/ James P. Lawler
                                             -----------------------------------
                                             Title: Vice President


                                         WILMINGTON TRUST COMPANY, as
                                           Note Collateral Agent


                                        By: /s/ James P. Lawler
                                            ------------------------------------
                                            Title: Vice President





<PAGE>


                          ACKNOWLEDGEMENT AND CONSENT

         Each Grantor has agreed to be bound by the terms of the Collateral
Agency Agreement and, without limiting the generality of the foregoing, has
expressly agreed that all obligations and liabilities of a Grantor thereunder
apply to such Grantor with the same force and effect as if such Grantor were a
signatory thereto.

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

                              REVLON, INC.


                              By: /s/ Robert K. Kretzman
                                  -----------------------------------------
                              Name:  Robert Kretzman
                              Title: Senior Vice President, General Counsel
                                     & Secretary


                              ALMAY, INC.
                              CARRINGTON PARFUMS LTD.
                              CHARLES OF THE RITZ GROUP LTD.
                              CHARLES REVSON, INC.
                              COSMETICS & MORE INC.
                              NORTH AMERICA REVSALE INC.
                              PACIFIC FINANCE & DEVELOPMENT CORP.
                              PPI TWO CORPORATION
                              PRESTIGE FRAGRANCES, LTD.
                              REVLON CONSUMER CORP.
                              REVLON GOVERNMENT SALES, INC.
                              REVLON INTERNATIONAL CORPORATION
                              REVLON PRODUCTS CORP.
                              RIROS CORPORATION
                              RIROS GROUP INC.
                              RIT INC.


                              By: /s/ Robert K. Kretzman
                                  ------------------------------------------
                              Name:  Robert Kretzman
                              Title: Vice President & Secretary

                              REVLON REAL ESTATE CORPORATION


                              By: /s/ Robert K. Kretzman
                                  ------------------------------------------
                              Name:  Robert Kretzman
                              Title: President & Secretary




<PAGE>



                                                                       Exhibit A


                     REVLON CONSUMER PRODUCTS CORPORATION

                       Officers' Certificate Pursuant to
              Section 10.3(b) of the Collateral Agency Agreement
              --------------------------------------------------

         This certificate is being delivered pursuant to Section 10.3(b) of
the Amended and Restated Collateral Agency Agreement dated as of May 30, 1997
and further amended and restated as of November 30, 2001 (the "Collateral
Agency Agreement"), among Revlon Consumer Products Corporation (the
"Company"), JPMorgan Chase Bank, as Administrative Agent (the "Administrative
Agent") and as Bank Agent, and Wilmington Trust Company, as Note Collateral
Agent (the "Note Collateral Agent") and as Trustee.

         Pursuant to the Collateral Agency Agreement, the Company hereby
certifies that (capitalized terms used herein but not defined herein having
the meanings given such terms in the Collateral Agency Agreement):

         1.   Attached hereto is a copy of an amendment or waiver of, or
              consent under, certain provisions of the First Lien Document
              referred to therein.

         2.   The Second Lien Document that relates to such First Lien
              Document in respect of the same Collateral and the same Grantor
              is the _______________ Agreement dated as of ___________ made by
              ________________ in favor of the Note Collateral Agent (the
              "Comparable Second Lien Document").

         3.   Pursuant to Section 10.3(b) of the Collateral Agency Agreement
              and as a result of the certification set forth in paragraph 4
              below, the amendment, waiver or consent referred to above
              applies automatically to the comparable provision of the
              Comparable Second Lien Document without the consent of or notice
              to the Controlling Party or any holders of Secured Obligations
              and without any other action by any Grantor or the Note
              Collateral Agent.

         4.   The Company hereby certifies that the application of such
              amendment, waiver or consent to the Comparable Second Lien
              Document does not have the effect of removing assets from the
              Second Collateral Estate.



<PAGE>


                                                                               2



              IN WITNESS WHEREOF, Revlon Consumer Products Corporation has
executed this certificate as of ____________ __, 200_.

                                            REVLON CONSUMER PRODUCTS
                                            CORPORATION,

                                            by

                                                     _________________
                                                     Name:
                                                     Title:


                                            by

                                                     _________________
                                                     Name:
                                                     Title:



cc:  Wilmington Trust Company, as Trustee

Attachment:  First Lien Amendment



<PAGE>

                                                                  Draft 11/27/01

<TABLE>
<CAPTION>
                                                                                                                       3



                     REVLON CONSUMER PRODUCTS CORPORATION
                          COLLATERAL AGENCY AGREEMENT

                       COMPARABLE SECOND LIEN DOCUMENTS
                       --------------------------------

                           (AS OF NOVEMBER 30, 2001)




-------------------------- --------------------------------------- ---------------------------------------

                                                                                 COMPARABLE
                                       FIRST LIEN                                SECOND LIEN
        CATEGORY                        DOCUMENT                                  DOCUMENT
-------------------------- --------------------------------------- ---------------------------------------
                                     I. STOCK PLEDGES: DOMESTIC
----------------------------------------------------------------------------------------------------------
<S>                        <C>                                     <C>
(1)  Revlon Pledge
     Agreement             Second Amended and Restated Revlon      Revlon Pledge Agreement (Note
                           Pledge Agreement, dated as of           Obligations), dated as of November
                           November 30, 2001, made by Revlon       30, 2001, made by Revlon Inc. in
                           Inc. in favor of the Administrative     favor of the Note Collateral Agent
                           Agent for holders of the Bank           for holders of the Note Obligations,
                           Obligations, pledging the stock (both   pledging the stock (both common and
                           common and preferred) of Revlon         preferred) of Revlon Consumer
                           Consumer Products Corporation.          Products Corporation.
-------------------------- --------------------------------------- ---------------------------------------



<PAGE>


                                                                                                                             4



<CAPTION>
-------------------------- --------------------------------------- ---------------------------------------

                                                                                 COMPARABLE
                                         FIRST LIEN                              SECOND LIEN
        CATEGORY                          DOCUMENT                                DOCUMENT
-------------------------- --------------------------------------- ---------------------------------------
<S>                        <C>                                     <C>
(2) Company Pledge         Amended and Restated Company Pledge     Company Pledge Agreement (Domestic)
     Agreement (Domestic)  Agreement (Domestic), dated as of May   (Note Obligations), dated as of
                           30, 1997, made by Revlon Consumer       November 30, 2001, made by Revlon
                           Products Corporation in favor of the    Consumer Products Corporation in
                           Administrative Agent for holders of     favor of the Note Collateral Agent
                           the Bank Obligations, as amended by     for holders of the Note Obligations,
                           the Consent and Confirmation dated as   pledging (a) the stock of Almay,
                           of November 30, 2001, pledging (a)      Inc., Carrington Parfums Ltd.,
                           the stock of Almay, Inc., Carrington    Charles Revson Inc., North America
                           Parfums Ltd., Charles Revson Inc.,      Revsale Inc., Pacific Finance &
                           North America Revsale Inc., Pacific     Development Corp., PPI Two
                           Finance & Development Corp., PPI Two    Corporation, Prestige Fragrances,
                           Corporation, Prestige Fragrances,       Ltd., Revlon Consumer Corp. (fka
                           Ltd., Revlon Consumer Corp. (fka        Inspirations Inc.), Revlon Government
                           Inspirations Inc.), Revlon Government   Sales, Inc. and Revlon International
                           Sales, Inc. and Revlon International    Corporation, (b) the stock of Revlon
                           Corporation and (b) Investment          Products Corp., (c) the stock of
                           Property, as defined therein.           Revlon Real Estate Corporation, (d)
                                                                   the stock of Charles of the Ritz
                                                                   Group, Ltd., (e) the stock of
                                                                   Cosmetics & More Inc., (f) the stock
                                                                   of RIROS Corporation and (g)
                                                                   Investment Property, as defined
                                                                   therein (the "Second Lien Company
                                                                   Pledge Agreement (Domestic)").
                           --------------------------------------- ---------------------------------------

                           Pledge and Security Agreement           See the Second Lien Company Pledge
                           (Domestic), dated as of July 24,        Agreement (Domestic).
                           1998, made by Revlon Consumer
                           Products Corporation in favor of the
                           Administrative Agent for holders of
                           the Bank Obligations, as amended by
                           the Consent and Confirmation dated as
                           of November 30, 2001, pledging (a)
                           the stock of Revlon Products Corp and
                           (b) Investment Property, as defined
                           therein.
-------------------------- --------------------------------------- ---------------------------------------



<PAGE>


                                                                                                                          5

<CAPTION>
-------------------------- --------------------------------------- ---------------------------------------

                                                                                 COMPARABLE
                                         FIRST LIEN                              SECOND LIEN
        CATEGORY                          DOCUMENT                                DOCUMENT
-------------------------- --------------------------------------- ---------------------------------------
<S>                        <C>                                     <C>
                           Pledge and Security Agreement           See the Second Lien Company Pledge
                           (Domestic), dated as of July 24,        Agreement (Domestic).
                           1998, made by Revlon Consumer
                           Products Corporation in favor of the
                           Administrative Agent for holders of
                           the Bank Obligations, as amended by
                           the Consent and Confirmation dated as
                           of November 30, 2001, pledging (a)
                           the stock of Revlon Real Estate
                           Corporation and (b) Investment
                           Property, as defined therein.
                           --------------------------------------- ---------------------------------------

                           Pledge and Security Agreement           See the Second Lien Company Pledge
                           (Domestic), dated as of November 26,    Agreement (Domestic).
                           2001, made by Revlon Consumer
                           Products Corporation in favor of the
                           Administrative Agent for holders of
                           the Bank Obligations, as amended by
                           the Consent and Confirmation dated as
                           of November 30, 2001, pledging (a)
                           the stock of Charles of the Ritz
                           Group, Ltd. and (b) Investment
                           Property, as defined therein.
                           --------------------------------------- ---------------------------------------

                           Pledge and Security Agreement           See the Second Lien Company Pledge
                           (Domestic), dated as of November 26,    Agreement (Domestic).
                           2001, made by Revlon Consumer
                           Products Corporation in favor of the
                           Administrative Agent for holders of
                           the Bank Obligations, as amended by
                           the Consent and Confirmation dated as
                           of November 30, 2001, pledging (a)
                           the stock of Cosmetics & More, Inc.
                           and (b) Investment Property, as defined
                           therein.
-------------------------- --------------------------------------- ---------------------------------------



<PAGE>


                                                                                                                         6


<CAPTION>
-------------------------- --------------------------------------- ---------------------------------------

                                                                                 COMPARABLE
                                         FIRST LIEN                              SECOND LIEN
        CATEGORY                          DOCUMENT                                DOCUMENT
-------------------------- --------------------------------------- ---------------------------------------
<S>                        <C>                                     <C>
                           Pledge and Security Agreement           See the Second Lien Company Pledge
                           (Domestic), dated as of November 26,    Agreement (Domestic).
                           2001, made by Revlon Consumer
                           Products Corporation in favor of the
                           Administrative Agent for holders of
                           the Bank Obligations, as amended by
                           the Consent and Confirmation dated as
                           of November 30, 2001, pledging (a)
                           the stock of RIROS Corporation and
                           (b) Investment Property, as defined
                           therein.
-------------------------- --------------------------------------- ---------------------------------------

(3) Subsidiary Pledge      Pledge and Security Agreement           Pledge and Security Agreement
     Agreement             (Domestic), dated as of November 26,    (Domestic) (Note Obligations), dated
     (Domestic) - RIROS    2001, made by RIROS Corporation in      as of November 30, 2001, made by
                           favor of the Administrative Agent for   RIROS Corporation in favor of the
                           holders of the Bank Obligations, as     Note Collateral Agent for holders of
                           amended by the Consent and              the Note Obligations, pledging (a)
                           Confirmation dated as of November 30,   the stock of RIROS Group Inc. and (b)
                           2001, pledging (a) the stock of RIROS   Investment Property, as defined
                           Group Inc. and (b) Investment           therein.
                           Property, as defined therein.
-------------------------- --------------------------------------- ---------------------------------------



<PAGE>


                                                                                                                       7


<CAPTION>
-------------------------- --------------------------------------- ---------------------------------------

                                                                                 COMPARABLE
                                         FIRST LIEN                              SECOND LIEN
        CATEGORY                          DOCUMENT                                DOCUMENT
-------------------------- --------------------------------------- ---------------------------------------
<S>                        <C>                                     <C>
(4) Subsidiary Pledge      Amended and Restated Subsidiary         Pledge and Security Agreement
     Agreement             Pledge Agreement (Domestic), dated as   (Domestic) (Note Obligations), dated
     (Domestic) - RIC      of May 30, 1997, made by Revlon         as of November 30, 2001, made by
                           International Corporation in favor of   Revlon International Corporation in
                           the Administrative Agent for holders    favor of the Note Collateral Agent
                           of the Bank Obligations, as amended     for holders of the Note Obligations,
                           by the Consent and Confirmation dated   pledging (a) the stock of RIT Inc.
                           as of November 30, 2001, pledging (a)   and (b) Investment Property, as
                           the stock of RIT Inc. and (b)           defined therein.
                           Investment Property, as defined
                           therein.
-------------------------- --------------------------------------- ---------------------------------------

(5) Subsidiary Pledge      Pledge and Security Agreement           Pledge and Security Agreement
     Agreement             (Domestic), dated as of November 26,    (Domestic) (Note Obligations), dated
     (Domestic) - PPI      2001, made by PPI Two Corporation in    as of November 30, 2001, made by PPI
                           favor of the Administrative Agent for   Two Corporation in favor of the Note
                           holders of the Bank Obligations, as     Collateral Agent for holders of the
                           amended by the Consent and              Note Obligations, pledging only
                           Confirmation dated as of November 30,   Investment Property, as defined
                           2001, pledging only Investment          therein.
                           Property, as defined therein.
-------------------------- --------------------------------------- ---------------------------------------



<PAGE>


                                                                                                                      8



----------------------------------------------------------------------------------------------------------

                              II. STOCK PLEDGES: INTERNATIONAL
-------------------------- --------------------------------------- ---------------------------------------

(1) Company Pledge         Amended and Restated Company Pledge     Company Pledge Agreement
     Agreement             Agreement (International), dated as     (International) (Note Obligations),
     (International)       of May 30, 1997, made by Revlon         dated as of November 30, 2001, made
                           Consumer Products Corporation in        by Revlon Consumer Products
                           favor of the Administrative Agent for   Corporation in favor of the Note
                           holders of the Bank Obligations, as     Collateral Agent for holders of the
                           amended by the Consent and              Note Obligations, pledging (a)
                           Confirmation dated as of November 30,   certain stock of Revlon Gesellschaft
                           2001, pledging (a) certain stock of     mbH (Austria), Revlon Offshore
                           Revlon Gesellschaft mbH (Austria),      Limited (Bermuda), Almay Cosmetics
                           Revlon Offshore Limited (Bermuda),      Ltd. (Canada), RGI Limited (Cayman
                           Almay Cosmetics Ltd. (Canada), RGI      Islands), Deutsche Revlon GmbH
                           Limited (Cayman Islands), Deutsche      (Germany), Revlon Chile S.A. (Chile),
                           Revlon GmbH (Germany), Revlon Chile     Revlon Group Limited (United
                           S.A. (Chile), Revlon Group Limited      Kingdom), RGI Beauty Products (Pty.)
                           (United Kingdom), RGI Beauty Products   Limited (South Africa) and (b)
                           (Pty.) Limited (South Africa),          Investment Property, as defined
                           Madison (Services) Pty. Limited         therein, but excluding Madison
                           (Australia) and (b) Investment          (Services) Pty. Limited (Australia).
                           Property, as defined therein.
-------------------------- --------------------------------------- ---------------------------------------

<PAGE>


                                                                                                                        9

-------------------------- --------------------------------------- ---------------------------------------

(2) Subsidiary Pledge      Amended and Restated Subsidiary         Subsidiary Pledge Agreement
     Agreement             Pledge Agreement (International),       (International) (Note Obligations),
     (International) -     dated as of May 30, 1997, made by       dated as of November 30, 2001, made
     RIC                   Revlon International Corporation in     by Revlon International Corporation
                           favor of the Administrative Agent for   in favor of the Note Collateral Agent
                           holders of the Bank Obligations, as     for holders of the Note Obligations,
                           amended by the Consent and              pledging (a) certain stock of Revlon
                           Confirmation dated as of November 30,   New Zealand Limited (New Zealand),
                           2001, pledging (a) certain stock of     Revlon (Hong Kong) Limited (Hong
                           Revlon New Zealand Limited (New         Kong), R.O.C. Holding C.A.
                           Zealand), Revlon (Hong Kong) Limited    (Venezuela), Revlon B.V. (The
                           (Hong Kong), R.O.C. Holding C.A.        Netherlands), Revlon (Puerto Rico)
                           (Venezuela), Revlon B.V. (The           Inc., (Puerto Rico), Revlon, S.A.
                           Netherlands), Revlon (Puerto Rico)      (Mexico), Revlon Gesellschaft mbH
                           Inc., (Puerto Rico), Revlon, S.A.       (Austria), Revlon Manufacturing Ltd.
                           (Mexico), Revlon Gesellschaft mbH       (Bermuda), Revlon Canada Inc.
                           (Austria), Revlon Manufacturing Ltd.    (Canada), Europeenne de Produits de
                           (Bermuda), Revlon Canada Inc.           Beaute (France), Deutsche Revlon GmbH
                           (Canada), Europeenne de Produits de     (Germany), Almay Japan Kabushiki
                           Beaute (France), Deutsche Revlon GmbH   Kaisha (Japan), Revlon K.K. (Japan),
                           (Germany), Almay Japan Kabushiki        Revlon (Suisse) S.A. (Switzerland),
                           Kaisha (Japan), Revlon K.K. (Japan),    Revlon Maritius Ltd. (Mauritius),
                           Revlon (Suisse) S.A. (Switzerland),     Revlon China Holdings Limited (Cayman
                           Revlon (Aust.) Services Pty. Ltd        Islands), Revlon Chile S.A. (Chile),
                           (Australia), Revlon Maritius Ltd.       (b) the stock of New Revlon
                           (Mauritius), Revlon China Holdings      Argentina, S.A., and Revlon Ireland
                           Limited (Cayman Islands), Revlon        Limited and (c) Investment Property,
                           Chile S.A. (Chile) and (b) Investment   as defined therein, but excluding
                           Property, as defined therein.           Revlon (Aust.) Services Pty. Ltd
                                                                   (Australia) (the "Second Lien RIC
                                                                   Pledge Agreement (International)").
-------------------------- --------------------------------------- ---------------------------------------



<PAGE>


                                                                                                                        10


-------------------------- --------------------------------------- ---------------------------------------
                           Subsidiary Pledge Agreement             See the Second Lien RIC Pledge
                           (International), dated as of November   Agreement (International).
                           26, 2001, made by Revlon
                           International Corporation  in favor
                           of the Administrative Agent for
                           holders of the Bank Obligations, as
                           amended by the Consent and
                           Confirmation dated as of November 30,
                           2001, pledging (a) the stock of New
                           Revlon Argentina, S.A., and Revlon
                           Ireland Limited and (b) Investment
                           Property, as defined therein.
-------------------------- --------------------------------------- ---------------------------------------

(3) Subsidiary Pledge      Amended and Restated Subsidiary         Subsidiary Pledge Agreement
     Agreement             Pledge Agreement (International),       (International) (Note Obligations),
     (International) -     dated as of May 30, 1997, made by PPI   dated as of November 30, 2001, made
     PPI                   Two Corporation  in favor of the        by PPI Two Corporation in favor of
                           Administrative Agent for holders of     the Note Collateral Agent for holders
                           the Bank Obligations, as amended by     of the Note Obligations, pledging (a)
                           the Consent and Confirmation dated as   certain stock of Revlon (Cayman)
                           of November 30, 2001, pledging (a)      Limited and (b) Investment Property,
                           certain stock of Revlon (Cayman)        as defined therein.
                           Limited and (b) Investment Property,
                           as defined therein.
-------------------------- --------------------------------------- ---------------------------------------

(4) Subsidiary Pledge      Subsidiary Pledge Agreement             Subsidiary Pledge Agreement
     Agreement             (International), dated as of November   (International) (Note Obligations),
     (International) -     26, 2001, made by RIROS Corporation     dated as of November 30, 2001, made
     RIROS                 in favor of the Administrative Agent    by RIROS Corporation in favor of the
                           for holders of the Bank Obligations,    Administrative Agent for holders of
                           as amended by the Consent and           the Bank Obligations, pledging
                           Confirmation dated as of November 30,   certain Investment Property, as
                           2001, pledging certain Investment       defined therein.
                           Property, as defined therein.
-------------------------- --------------------------------------- ---------------------------------------


<PAGE>



                                                                                                                           11



                                        III. SECURITY AGREEMENTS
-------------------------- --------------------------------------- ---------------------------------------

(1) Company Security       Amended and Restated Company Security   Company Security Agreement (Note
     Agreement             Agreement, dated as of May 30, 1997,    Obligations), dated as of November
                           made by Revlon Consumer Products        30, 2001, made by Revlon Consumer
                           Corporation in favor of the             Products Corporation, in favor of the
                           Administrative Agent for holders of     Note Collateral Agent for holders of
                           the Bank Obligations, as amended by     the Note Obligations.
                           the Consent and Confirmation dated as
                           of November 30, 2001.
-------------------------- --------------------------------------- ---------------------------------------

(2) Subsidiary Security    Amended and Restated Subsidiary         Subsidiary Security Agreement (Note
     Agreement -  Multi    Security Agreement, dated as of May     Obligations), dated as of November
                           30, 1997, made by Almay, Inc.,          30, 2001, made by (a) Almay, Inc.,
                           Carrington Parfums Ltd., Charles        Carrington Parfums Ltd., Charles
                           Revson Inc., North America Revsale      Revson Inc., North America Revsale
                           Inc., Pacific Finance & Development     Inc., Pacific Finance & Development
                           Corp., PPI Two Corporation, Prestige    Corp., PPI Two Corporation, Prestige
                           Fragrances, Ltd., Revlon Consumer       Fragrances, Ltd., Revlon Consumer
                           Corp., Revlon Government Sales, Inc.,   Corp., Revlon Government Sales, Inc.,
                           Revlon International Corporation and    Revlon International Corporation and
                           RIT Inc. in favor of the                RIT Inc., (b) Revlon Products Corp.
                           Administrative Agent for holders of     (c) Revlon Real Estate Corporation,
                           the Bank Obligations, as amended by     and (d) Charles of the Ritz Group
                           the Consent and Confirmation dated as   Ltd., RIROS Corporation, RIROS Group
                           of November 30, 2001.                   Inc. and Cosmetics & More, Inc. in
                                                                   favor of the Note Collateral Agent
                                                                   for holders of the Note Obligations
                                                                   (the "Second Lien Subsidiary Security
                                                                   Agreement").
-------------------------- --------------------------------------- ---------------------------------------

(3) Subsidiary Security    Subsidiary Security Agreement, dated    See the Second Lien Subsidiary
     Agreement - Revlon    as of July 24, 1998, made by Revlon     Security Agreement.
     Products              Products Corp. in favor of the
                           Administrative Agent for holders of
                           the Bank Obligations, as amended by
                           the Consent and Confirmation dated as
                           of November 30, 2001.
-------------------------- --------------------------------------- ---------------------------------------



<PAGE>

                                                                                                                      12


-------------------------- --------------------------------------- ---------------------------------------

(4) Subsidiary Security    Subsidiary Security Agreement, dated    See the Second Lien Subsidiary
     Agreement - Revlon    as of July 24, 1998, made by Revlon     Security Agreement.
     Real Estate           Real Estate Corporation in favor of
                           the Administrative Agent for holders
                           of the Bank Obligations, as amended
                           by the Consent and Confirmation dated
                           as of November 30, 2001.
-------------------------- --------------------------------------- ---------------------------------------

(5) Subsidiary Security    Subsidiary Security Agreement, dated    See the Second Lien Subsidiary
     Agreement -  RIROS    as of November 26, 2001, made by        Security Agreement.
     Corporation, RIROS    RIROS Corporation, RIROS Group Inc.
     Group, and C&M        and Cosmetics & More, Inc. in favor
                           of the Administrative Agent for
                           holders of the Bank Obligations, as
                           amended by the Consent and
                           Confirmation dated as of November 30,
                           2001.
-------------------------- --------------------------------------- ---------------------------------------

(6) Subsidiary Security    Amended and Restated Subsidiary         See the Second Lien Subsidiary
     Agreement - Ritz      Security Agreement, dated as of         Security Agreement.
                           November 26, 2001 made by Charles of
                           the Ritz Group Ltd. in favor of the
                           Administrative Agent for holders of
                           the Bank Obligations, as amended by
                           the Consent and Confirmation dated as
                           of November 30, 2001.
-------------------------- --------------------------------------- ---------------------------------------


<PAGE>


                                                                                                                  13



                             IV. SECURITY AGREEMENTS: INTELLECTUAL PROPERTY
-------------------------- --------------------------------------- ---------------------------------------

(1) Company Copyright      Company Copyright Security Agreement,   Company Copyright Security Agreement
     Security Agreement    dated as of May 30, 1997, made by       (Note Obligations), dated as of
                           Revlon Consumer Products Corporation    November 30, 2001, made by Revlon
                           in favor the Administrative Agent for   Consumer Products Corporation in
                           holders of the Bank Obligations, as     favor of the Note Collateral Agent
                           amended by the Consent and              for holders of the Note Obligations.
                           Confirmation dated as of November 30,
                           2001.
-------------------------- --------------------------------------- ---------------------------------------

(2) Company Patent         Company Patent Security Agreement,      Company Patent Security Agreement
     Security Agreement    dated as of February 28, 1995, made     (Note Obligations), dated as of
                           by Revlon Consumer Products             November 30, 2001, made by Revlon
                           Corporation in favor of the             Consumer Products Corporation in
                           Administrative Agent for holders of     favor of the Note Collateral Agent
                           the Bank Obligations, as amended by     for holders of the Note Obligations.
                           the Consent and Confirmation dated as
                           of November 30, 2001.
-------------------------- --------------------------------------- ---------------------------------------

(3) Company Trademark      Company Trademark Security Agreement,   Company Trademark Security Agreement
     Security Agreement    dated as of February 28, 1995, made     (Note Obligations), dated as of
                           by Revlon Consumer Products             November 30, 2001, made by Revlon
                           Corporation in favor of the             Consumer Products Corporation in
                           Administrative Agent for holders of     favor of the Note Collateral Agent
                           the Bank Obligations, as amended by     for holders of the Note Obligations.
                           the Consent and Confirmation dated as
                           of November 30, 2001.
-------------------------- --------------------------------------- ---------------------------------------

(4) Subsidiary Trademark   Subsidiary Trademark Security           Subsidiary Trademark Security
     Security Agreement    Agreement, dated as of February 28,     Agreement (Note Obligations), dated
     - Prestige            1995, made by Prestige Fragrances,      as of November 30, 2001, made by
                           Ltd., in favor of the Administrative    Prestige Fragrances, Ltd., in favor
                           Agent for holders of the Bank           of the Note Collateral Agent for
                           Obligations, as amended by the          holders of the Note Obligations.
                           Consent and Confirmation dated as of
                           November 30, 2001.
-------------------------- --------------------------------------- ---------------------------------------



<PAGE>


                                                                                                                  14
-------------------------- --------------------------------------- ---------------------------------------
(5) Subsidiary Trademark   Subsidiary Trademark Security           Subsidiary Trademark Security
     Security Agreement    Agreement, dated as of February 28,     Agreement (Note Obligations), dated
     - Revson              1995, made by Charles Revson, Inc.,     as of November 30, 2001, made by
                           in favor of the Administrative Agent    Charles Revson, Inc., in favor of the
                           for holders of the Bank Obligations,    Note Collateral Agent for holders of
                           as amended by the Consent and           the Note Obligations.
                           Confirmation dated as of November 30,
                           2001.
-------------------------- --------------------------------------- ---------------------------------------

(6) Subsidiary Trademark   Amended and Restated Subsidiary         Subsidiary Trademark Security
     Security Agreement    Trademark Security Agreement, dated     Agreement (Note Obligations), dated
     - Ritz                as of November 29, 2001, made by        as of November 30, 2001, made by
                           Charles of the Ritz Group, Ltd., in     Charles of the Ritz Group, Ltd., in
                           favor of the Administrative Agent for   favor of the Note Collateral Agent
                           holders of the Bank Obligations as      for holders of the Note Obligations.
                           amended by the Consent and
                           Confirmation dated as of November 30,
                           2001.
-------------------------- --------------------------------------- ---------------------------------------


<PAGE>


                                                                                                                   15

                                        V. REAL PROPERTY MORTGAGE
-------------------------- --------------------------------------- ---------------------------------------

(1) Real Property          Deed of Trust, Assignment of Rents      Deed of Trust, Assignment of Rents
     Mortgage              and Leases and Security Agreement,      and Leases and Security Agreement,
                           dated as of January 29, 2001, made by   dated as of November 30, 2001, made
                           Revlon Consumer Products Corporation,   by Revlon Consumer Products
                           to First American Title Insurance       Corporation, to First American Title
                           Company as Trustee, for the use and     Insurance Company, for the use and
                           benefit of The Chase Manhattan Bank,    benefit of Wilmington Trust Company,
                           in its capacity as Administrative       as the Note Collateral Agent for
                           Agent, as amended by Amendment No. 1    holders of the Note Obligations,
                           to Deed of Trust, Assignment of Rents   relating to the Oxford, North
                           and Leases and Security Agreement,      Carolina, facility.
                           dated as of November 30, 2001 by and
                           between Revlon Consumer Products
                           Corporation, First America Title
                           Insurance Company as trustee and
                           JPMorgan Chase Bank as Administrative
                           Agent, relating to the Oxford, North
                           Carolina, facility.
-------------------------- --------------------------------------- ---------------------------------------
</TABLE>