Exhibit 4.22
 EXECUTION VERSION
 
   3 4




---



##### 



Trust IndentureAct Section
    
    Indenture Section310(a)(1)
    
    
    7.10(a)(2)
    
    
    7.10(a)(3)
    
    
    N.A.(a)(4)
    
    
    N.A.(a)(5)
    
    
    7.10(b)
    
    
    7.10(c)
    
    
    N.A.311(a)
    
    
    7.11(b)
    
    
    7.11(c)
    
    
    N.A.312(a)
    
    
    2.05(b)
    
    
    13.03(c)
    
    
    13.03313(a)
    
    
    7.06(b)(1)
    
    
    N.A.(b)(2)
    
    7.06 and 7.07(c)
    
    7.06 and 13.02(d)
    
    
    7.06314(a)(4)
    
    
    13.05(c)(1)
    
    
    N.A.(c)(2)
    
    
    N.A.(c)(3)
    
    
    N.A.(d)
    
    
    12.04(e)
    
    
    13.05(f)
    
    
    N.A.315(a)
    
    
    N.A.(b)
    
    
    N.A.(c)
    
    
    N.A.(d)
    
    
    N.A.(e)
    
    
    N.A.316(a) (last sentence)
    
    
    N.A.(a)(1)(A)
    
    
    N.A.(a)(1)(B)
    
    
    N.A.(a)(2)
    
    
    N.A.(b)
    
    
    N.A.(c)
    
    
    N.A.317(a)(1)
    
    
    N.A.(a)(2)
    
    
    N.A.(b)
    
    
    N.A.318(a)
    
    
    N.A.(b)
    
    
    N.A.(c)
    
    
    13.01
  
 *
    
    This Cross Reference Table is not part of the Indenture.




---



##### 



PageARTICLE 1DEFINITIONS AND INCORPORATIONBY REFERENCESection 1.01
    
    Definitions
    
    
    1Section 1.02
    
    Other Definitions
    
    
    31Section 1.03
    
    Incorporation by Reference of Trust Indenture Act
    
    
    32Section 1.04
    
    Rules of Construction
    
    
    32ARTICLE 2THE NOTESSection 2.01
    
    Form and Dating
    
    
    33Section 2.02
    
    Execution and Authentication
    
    
    34Section 2.03
    
    Registrar and Paying Agent
    
    
    35Section 2.04
    
    Paying Agent to Hold Money in Trust
    
    
    35Section 2.05
    
    Holder Lists
    
    
    35Section 2.06
    
    Transfer and Exchange
    
    
    35Section 2.07
    
    Replacement Notes
    
    
    48Section 2.08
    
    Outstanding Notes
    
    
    49Section 2.09
    
    Treasury Notes
    
    
    49Section 2.10
    
    Temporary Notes
    
    
    49Section 2.11
    
    Cancellation
    
    
    49Section 2.12
    
    Defaulted Interest
    
    
    50ARTICLE 3REDEMPTION AND PREPAYMENTSection 3.01
    
    Notices to Trustee
    
    
    50Section 3.02
    
    Selection of Notes to Be Redeemed or Purchased
    
    
    51Section 3.03
    
    Notice of Redemption
    
    
    51Section 3.04
    
    Effect of Notice of Redemption
    
    
    52Section 3.05
    
    Deposit of Redemption or Purchase Price
    
    
    52Section 3.06
    
    Notes Redeemed or Purchased in Part
    
    
    52Section 3.07
    
    Optional Redemption
    
    
    52Section 3.08
    
    Mandatory Redemption
    
    
    53ARTICLE 4COVENANTSSection 4.01
    
    Payment of Notes
    
    
    53Section 4.02
    
    Maintenance of Office or Agency
    
    
    54Section 4.03
    
    Commission Reports
    
    
    54Section 4.04
    
    Compliance Certificate
    
    
    55Section 4.05
    
    Taxes
    
    
    55Section 4.06
    
    Stay, Extension and Usury Laws
    
    
    55Section 4.07
    
    Limitation on Restricted Payments
    
    
    56Section 4.08
    
    Limitation on Restrictions on Distributions from Subsidiaries
    
    
    61Section 4.09
    
    Limitation on Debt
    
    
    63
 i




---



##### 



PageSection 4.10
    
    Limitation on Asset Sales
    
    
    68Section 4.11
    
    Limitation on Transactions with Affiliates
    
    
    71Section 4.12
    
    Limitation on Liens
    
    
    73Section 4.13
    
    Change of Control
    
    
    77Section 4.14
    
    Future Subsidiary Guarantors
    
    
    78Section 4.15
    
    Impairment of Collateral
    
    
    78Section 4.16
    
    After-Acquired Property
    
    
    78Section 4.17
    
    Information Regarding Collateral
    
    
    79Section 4.18
    
    Further Assurances
    
    
    79Section 4.19
    
    Covenant Suspension
    
    
    79ARTICLE 5SUCCESSOR COMPANYSection 5.01
    
    Merger, Consolidation, or Sale of Assets
    
    
    80ARTICLE 6DEFAULTS AND REMEDIESSection 6.01
    
    Events of Default
    
    
    81Section 6.02
    
    Acceleration
    
    
    83Section 6.03
    
    Other Remedies
    
    
    83Section 6.04
    
    Waiver of Past Defaults
    
    
    83Section 6.05
    
    Control by Majority
    
    
    84Section 6.06
    
    Limitation on Suits
    
    
    84Section 6.07
    
    Rights of Holders of Notes to Receive Payment
    
    
    84Section 6.08
    
    Collection Suit by Trustee
    
    
    84Section 6.09
    
    Trustee May File Proofs of Claim
    
    
    85Section 6.10
    
    Priorities
    
    
    85Section 6.11
    
    Undertaking for Costs
    
    
    85ARTICLE 7TRUSTEESection 7.01
    
    Duties of Trustee
    
    
    86Section 7.02
    
    Rights of Trustee
    
    
    87Section 7.03
    
    Individual Rights of Trustee
    
    
    88Section 7.04
    
    Trustee's Disclaimer
    
    
    88Section 7.05
    
    Notice of Defaults; Notice of Actionable Default
    
    
    88Section 7.06
    
    Reports by Trustee to Holders of the Notes
    
    
    88Section 7.07
    
    Compensation and Indemnity
    
    
    89Section 7.08
    
    Replacement of Trustee
    
    
    89Section 7.09
    
    Successor Trustee by Merger, etc.
    
    
    90Section 7.10
    
    Eligibility; Disqualification
    
    
    90Section 7.11
    
    Preferential Collection of Claims Against Company
    
    
    91ARTICLE 8LEGAL DEFEASANCE AND COVENANT DEFEASANCESection 8.01
    
    Option to Effect Legal Defeasance or Covenant Defeasance
    
    
    91Section 8.02
    
    Legal Defeasance, Covenant Defeasance and Discharge
    
    
    91Section 8.03
    
    Conditions to Legal or Covenant Defeasance
    
    
    92
 ii




---



##### 



PageSection 8.04
    
    Deposited Money and U.S. Government Securities to be Held in Trust; Other Miscellaneous Provisions
    
    
    93Section 8.05
    
    Repayment to Company
    
    
    93Section 8.06
    
    Reinstatement
    
    
    94ARTICLE 9AMENDMENT, SUPPLEMENT AND WAIVERSection 9.01
    
    Without Consent of Holders of Notes
    
    
    94Section 9.02
    
    With Consent of Holders of Notes
    
    
    95Section 9.03
    
    Amendment of Certain Provisions of the Intercreditor Agreement and the Security Documents
    
    
    96Section 9.04
    
    Compliance with Trust Indenture Act
    
    
    98Section 9.05
    
    Revocation and Effect of Consents
    
    
    98Section 9.06
    
    Notation on or Exchange of Notes
    
    
    98Section 9.07
    
    Trustee to Sign Amendments, etc.
    
    
    98ARTICLE 10GUARANTEESSection 10.01
    
    Guarantee
    
    
    98Section 10.02
    
    Limitation on Guarantor Liability
    
    
    99Section 10.03
    
    Execution and Delivery of Guarantee
    
    
    100Section 10.04
    
    Releases
    
    
    100ARTICLE 11SATISFACTION AND DISCHARGESection 11.01
    
    Satisfaction and Discharge
    
    
    101Section 11.02
    
    Application of Trust Money
    
    
    102ARTICLE 12COLLATERALSection 12.01
    
    Security Documents
    
    
    102Section 12.02
    
    Opinions of Counsel
    
    
    103Section 12.03
    
    Suits to Protect the Collateral
    
    
    103Section 12.04
    
    Release of Collateral
    
    
    103ARTICLE 13MISCELLANEOUSSection 13.01
    
    Trust Indenture Act Controls
    
    
    106Section 13.02
    
    Notices
    
    
    106Section 13.03
    
    Communication by Holders of Notes with Other Holders of Notes
    
    
    107Section 13.04
    
    Certificate and Opinion as to Conditions Precedent
    
    
    107Section 13.05
    
    Statements Required in Certificate or Opinion
    
    
    107Section 13.06
    
    Rules by Trustee and Indenture Agents
    
    
    108Section 13.07
    
    No Personal Liability of Directors, Officers, Employees, Stockholders or Controlling Persons
    
    
    108Section 13.08
    
    Governing Law
    
    
    108Section 13.09
    
    No Adverse Interpretation of Other Agreements
    
    
    108Section 13.10
    
    Successors
    
    
    108Section 13.11
    
    Severability
    
    
    108
 iii




---



##### 



PageSection 13.12
    
    Counterpart Originals
    
    
    109Section 13.13
    
    Table of Contents, Headings, etc.
    
    
    109Section 13.14
    
    Force Majeure
    
    
    109Section 13.15
    
    Intercreditor Agreement and Security Documents
    
    
    109Section 13.16
    
    Waiver of Jury Trial
    
    
    109
  Exhibit A1
    
    FORM OF NOTEExhibit A2
    
    FORM OF REGULATION S TEMPORARY GLOBAL NOTEExhibit B
    
    FORM OF CERTIFICATE OF TRANSFERExhibit C
    
    FORM OF CERTIFICATE OF EXCHANGEExhibit D
    
    FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTORExhibit E
    
    FORM OF NOTATION OF GUARANTEEExhibit F
    
    FORM OF SUPPLEMENTAL INDENTUREEXHIBIT G
    
    FORM OF OFFICERS CERTIFICATE TO BE DELIVERED BY THE COMPANY PURSUANT TO SECTION 12.04 OF THE
INDENTURE
 iv




---



##### 



Company
 3 4 Notes
 
 Definitions.
 144A Global Note
 Additional Assets
 Additional Interest
 Additional Notes
 Affiliate
 After-Acquired Property
 Applicable Premium




---



##### 



Applicable Procedures
 Asset Sale disposition
         2




---



##### 



Bank Agents
 Bank Debt provided, however
 Bankruptcy Code
 Bankruptcy Law
 Beneficial Owner Beneficially Owns Beneficially Owned
 Board of Directors
  3




---



##### 



provided Change of Control
 Broker-Dealer
 Business Day
 Capital Lease Obligations
 Capital Stock
 Cash Equivalents
 4




---



##### 



Cash Management Obligations
 Change of Control
 provided, however
    Clearstream
 Code
 Collateral
 5




---



##### 



Collateral Agent
 Commission
 Consolidated EBITDA Coverage Ratio provided,
however
 provided
 6




---



##### 



Consolidated Interest Expense
 Consolidated Net Income
     provided
 7




---



##### 



Consolidated Net Worth
 8




---



##### 



Consolidated Secured Debt Ratio
 Consolidated Total Assets
 Consolidated Total Debt
 Contributed Existing Subordinated Loan
 Controlling Agent
 Corporate Trust Office of the Trustee
 Credit Agreements
 9




---



##### 



Custodian
 Debt
          Default
 Defaulting Subsidiary
 10




---



##### 



Definitive Note
 Depositary
 Designated Eligible Obligations
 Designated Noncash Consideration
 Designated Preferred Stock
 Domestic Subsidiary
 EBITDA
 11




---



##### 



Equity Offering
    Euroclear
 Exchange Act
 Exchange Offer Registration Statement
 Exchangeable Stock provided,
however provided, further,
however
 Exchange Notes
 Excluded Equity
 Excluded Property
 12




---



##### 



provided, however
 Existing Subordinated Loan
 Fair Market Value provided provided, however
 Financing Documents
 Foreign Subsidiary
 13




---



##### 



GAAP provided
 Global Note Legend
 Global Notes
 guarantee provided, however
 Guarantees
 Guarantors
 Hedging Obligations
 Holder Securityholder
 IAI Global Note
 14




---



##### 



IFRS
 Immaterial Subsidiary
 Indenture
 Indenture Agent
 Indenture Documents
 Indirect Participant
 Initial Notes 3 4
 Initial Purchasers
 Insolvency Proceeding
 Institutional Accredited Investor
 Intercreditor Agreement
 Investment
 15




---



##### 



Investment Grade Rating
 Investment Grade Securities
     Issue provided,
however
 Issue Date
 Legal Holiday
 Letter of Transmittal
 Lien
 Loan Party
 16




---



##### 



MacAndrews & Forbes Holdings
 Moodys
 Multi-Currency Administrative Agent
 Multi-Currency Claims
 Multi-Currency Collateral provided,
however provided further
 Multi-Currency Credit Agreement
 Multi-Currency Lenders
 Multi-Currency Secured Obligations
 Multi-Currency Secured Party
 Net Available Cash
 17




---



##### 



Net Cash Proceeds
 Non-Contributed Existing Subordinated Loan
 Non-Convertible Capital Stock
 Non-Recourse Debt
 Non-Recourse Subsidiary
 Non-U.S. Person
 Note Obligations
 Noteholder Claims
 Noteholder Secured Parties
 Notes
 18




---



##### 



Notice of Actionable Default
 Offering Memorandum
 Officer
 Officers Certificate
 Opinion of Counsel
 Other Excluded Assets
 Other Junior Lien Obligations
 Other Pari Passu Lien Obligations
 Other Senior Lien Obligations
 Parent
 Parent Guarantee
 19




---



##### 



Parent Guarantor
 Pari Passu Debt
       provided, however
 20




---



##### 



Pari Passu Liens
 Partially Owned Recourse Subsidiary
 Participant
 Permitted Affiliate provided, however
 Permitted Business
 Permitted Existing Subordinated Loans Refinancing
 Permitted Holders provided
 Permitted Investment
  provided, however
 21




---



##### 



provided, however
  provided, however
  provided, however
        22




---



##### 



provided
      Permitted OID
 Permitted Transactions
 Person
 Preferred Stock
 23




---



##### 



principal
 Private Placement Legend
 Pro Forma provided, however provided, further, however
 Pro Forma EBITDA
 Put Amount
 QIB
 Qualified Affiliate Debt
 Qualified Joint Venture Affiliate
 Rating Agencies
 Receivables Facility
 24




---



##### 



Receivables Fees
 Receivables Subsidiary
 Redeemable Stock provided, however provided,
further, however
 Refinance
 Refinancing Costs
 Registered Exchange Offer
 Registration Agreement
 Regulation S
 25




---



##### 



Regulation S Global Note
 Regulation S Permanent Global Note
 Regulation S Temporary Global Note
 Representative
 Required Holders
 Required Secured Parties
 Responsible Officer
 Restricted Definitive Note
 Restricted Global Note
 Restricted Investment
 Restricted Period
 Revolving Credit Facility
 Rule 144
 26




---



##### 



Rule 144A
 Rule 903
 Rule 904
 S&P
 Secured Claims
 Secured Parties
 Secured Debt
 Securities Act
 Security Agreement
 Security Documents
 Senior Claims
   Senior Claims
 Senior Documents
 27




---



##### 



Senior Liens
   Shelf Registration Statement
 Significant Subsidiary
 Stated Maturity
 Subordinated Obligation
 Subsidiary
 Subsidiary Guarantee
 Subsidiary Guarantors
 28




---



##### 



Tax Sharing Agreement
 Term Loan Administrative Agent
 Term Loan Agreement
 Term Loan Claims
 Term Loan Collateral provided,
however , provided,
further
 Term Loan Lenders
 29




---



##### 



Term Loan Secured Obligations
 Term Loan Secured Party
 TIA
 Transactions 1 2
 Treasury Rate provided,
however
 Trust Officer
 Trustee
 Uniform Commercial Code provided, however
 Unrestricted Definitive Note
 Unrestricted Global Note
 30




---



##### 



U.S. Dollar Equivalent
 U.S. Government Obligations
 U.S. Person
 Voting Stock
 Wholly Owned Recourse Subsidiary
 Other Definitions.
 DefinedinTerm
    
    SectionAllocable Excess Proceeds
    
    
    4.10Annual Certificate
    
    
    4.04Authentication Order
    
    
    2.02Change of Control Notice.
    
    
    4.13Covenant Defeasance
    
    
    8.02DTC
    
    
    2.03Default Notice
    
    
    6.01Definitive Note Legend
    
    
    2.06Event of Default
    
    
    6.01Excess Proceeds
    
    
    4.10Funds in Trust
    
    
    8.03Inventory Transaction
    
    
    4.11Legal Defeasance
    
    
    8.02OID Legend
    
    
    2.06Offer Period
    
    
    4.10Paying Agent
    
    
    2.03Permitted Liens
    
    
    4.12Prepayment Offer
    
    
    4.10Repurchase Date
    
    
    4.10Refunding Capital Stock
    
    
    4.07Registrar
    
    
    2.03
 31




---



##### 



DefinedinTerm
    
    SectionRestricted Contribution
    
    
    4.07Restricted Payment
    
    
    4.07Suspended Covenants
    
    
    4.19
 Incorporation by Reference of Trust Indenture Act.
   indenture securities
 indenture security Holder
 indenture to be qualified
 indenture trustee institutional trustee
 obligor
  Rules of Construction.
         32




---



##### 



Form and Dating.
 General
   Global Notes
 Temporary Global Notes
 33




---



##### 



Euroclear and Clearstream Procedures Applicable.
 Execution and Authentication.
    Authentication Order
  34




---



##### 



Registrar and Paying Agent.
 Registrar Paying Agent
 DTC
  Paying Agent to Hold Money in Trust.
  Holder Lists.
  Transfer and Exchange.
 Transfer and Exchange of Global Notes
 35




---



##### 



provided
   Transfer and Exchange of Beneficial Interests in the Global Notes
 Transfer of Beneficial Interests in the Same Global Note provided, however
 All Other Transfers and Exchanges of Beneficial Interests in Global Notes.
 36




---



##### 



provided
  Transfer of Beneficial Interests to Another Restricted Global Note.
   37




---



##### 



Transfer and Exchange of Beneficial Interests in a Restricted Global Note for
Beneficial Interests in an Unrestricted Global Note.
        38




---



##### 



Transfer or Exchange of Beneficial Interests for Definitive Notes.
 Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes.
         39




---



##### 



Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes.
 Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes.
       40




---



##### 



Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes.
 Transfer and Exchange of Definitive Notes for Beneficial Interests.
 Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes.
      41




---



##### 



Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.
        42




---



##### 



Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.
  Transfer and Exchange of Definitive Notes for Definitive Notes.
 Restricted Definitive Notes to Restricted Definitive Notes.
    Restricted Definitive Notes to Unrestricted Definitive Notes.
 43




---



##### 



Unrestricted Definitive Notes to Unrestricted Definitive Notes.
 Registered Exchange Offer.
  44




---



##### 



Legends.
 Private Placement Legend
   45




---



##### 



Definitive Note Legend
   Global Note Legend
  DTC
 46




---



##### 



Regulation S Temporary Global Note Legend.
  OID Legend. OID Legend
  Cancellation and/or Adjustment of Global Notes.
 General Provisions Relating to Transfers and Exchanges.
   47




---



##### 



Replacement Notes.
  48




---



##### 



Outstanding Notes.
     Treasury Notes.
  Temporary Notes.
   Cancellation.
  49




---



##### 



Defaulted Interest.
 provided
 CUSIP Numbers.
 provided
 
 Notices to Trustee.
      50




---



##### 



Selection of Notes to Be Redeemed or Purchased.
 pro rata
   Notice of Redemption.
          51




---



##### 



provided, however
 Effect of Notice of Redemption.
  Deposit of Redemption or Purchase Price.
   Notes Redeemed or Purchased in Part.
  Optional Redemption.
  52




---



##### 



provided, however
   Year
    
    Percentage2012
    
    
    104.875
    %2013
    
    
    102.438
    %2014
    
    
    100.000
    %
   Mandatory Redemption.
  
 Payment of Notes.
   53




---



##### 



Maintenance of Office or Agency.
    Commission Reports.
      54




---



##### 



Compliance Certificate.
 Annual Certificate
  Taxes.
  Stay, Extension and Usury Laws.
  55




---



##### 



Limitation on Restricted Payments.
 Restricted Payment
      56




---



##### 



provided, however
  Restricted
Contribution
   provided, however
 57




---



##### 



Refunding Capital Stock provided, however
 provided,
however
 provided, however provided, further, however
 provided, however
 provided, however provided, further,
however
 provided,
 58




---



##### 



however
 provided, however provided, further, however
   provided
  provided, however
 provided, however
  59




---



##### 



provided, however
 provided, however
 provided, however
 provided,
however
 provided , provided, further, however
 provided, however
 provided,
however
  60




---



##### 



provided provided, however provided, however
 provided, however
 provided, however
  Limitation on Restrictions on Distributions from Subsidiaries
     61




---



##### 



provided, however
       provided
 provided
 62




---



##### 



provided
 provided provided, further
 Limitation on Debt.
 provided, however provided, further ,
    63




---



##### 



provided,
however
 provided, however
   provided, however
 provided, however
 64




---



##### 



provided, however
   provided
 provided
  provided
 65




---



##### 



provided, however
      66




---



##### 



provided, however
       67




---



##### 



Limitation on Asset Sales.
         provided
 68




---



##### 



provided provided
 Excess Proceeds provided, however provided, further,
however
 Prepayment Offer pro rata Allocable Excess Proceeds
 69




---



##### 



Repurchase Date
 Offer Period
  70




---



##### 



Limitation on Transactions with Affiliates.
   Inventory
Transaction
      71




---



##### 



72




---



##### 



Limitation on Liens.
 Permitted Liens
   73




---



##### 



provided, however
 provided,
however
   provided, however
 74




---



##### 



provided
     75




---



##### 



provided
      76




---



##### 



Change of Control.
 provided
 Change
of Control Notice
     77




---



##### 



Future Subsidiary Guarantors.
    provided
 Impairment of Collateral
  After-Acquired Property
  78




---



##### 



Information Regarding Collateral.
  Further Assurances
  Covenant Suspension.
    Suspended
Covenants
 79




---



##### 



provided, however
 
 Merger, Consolidation, or Sale of Assets.
 provided
   80




---



##### 



Events of Default.
 Event of Default
        81




---



##### 



82




---



##### 



Default Notice
 Acceleration.
  Other Remedies.
   Waiver of Past Defaults.
 provided, however
   83




---



##### 



Control by Majority.
  Limitation on Suits.
        Rights of Holders of Notes to Receive Payment.
  Collection Suit by Trustee.
  84




---



##### 



Trustee May File Proofs of Claim.
  Priorities.
  First
 Second
 Third
  Undertaking for Costs.
  85




---



##### 



Duties of Trustee.
           86




---



##### 



Rights of Trustee.
           87




---



##### 



Individual Rights of Trustee.
  Trustees Disclaimer.
  Notice of Defaults; Notice of Actionable Default.
   Reports by Trustee to Holders of the Notes.
   88




---



##### 



Compensation and Indemnity.
       Replacement of Trustee.
   89




---



##### 



provided
 Successor Trustee by Merger, etc.
  Eligibility; Disqualification.
   90




---



##### 



Preferential Collection of Claims Against Company.
  
 Option to Effect Legal Defeasance or Covenant Defeasance.
  Legal Defeasance, Covenant Defeasance and Discharge.
 Legal Defeasance
      Covenant Defeasance
 91




---



##### 



Conditions to Legal or Covenant Defeasance.
  Funds in Trust
    92




---



##### 



Deposited Money and U.S. Government Securities to be Held in Trust; Other
Miscellaneous Provisions.
 Trustee
   Repayment to Company.
 provided, however
 93




---



##### 



Reinstatement.
 provided, however
 
 Without Consent of Holders of Notes.
 provided, however
 94




---



##### 



With Consent of Holders of Notes
 provided,
however
    95




---



##### 



Amendment of Certain Provisions of the Intercreditor Agreement and the Security
Documents
     96




---



##### 



provided
 provided
  97




---



##### 



Compliance with Trust Indenture Act.
  Revocation and Effect of Consents.
  Notation on or Exchange of Notes.
   Trustee to Sign Amendments, etc.
  
 Guarantee.
   98




---



##### 



Limitation on Guarantor Liability.
  99




---



##### 



Execution and Delivery of Guarantee.
     Releases.
        100




---



##### 



Satisfaction and Discharge.
      101




---



##### 



Application of Trust Money.
  provided
 
 Security Documents
   102




---



##### 



Opinions of Counsel
  Suits to Protect the Collateral
  Release of Collateral
      103




---



##### 



provided, however
   104




---



##### 



105




---



##### 



Trust Indenture Act Controls.
  Notices.
   
  
  
   106




---



##### 



Communication by Holders of Notes with Other Holders of Notes.
  Certificate and Opinion as to Conditions Precedent.
   provided
 Statements Required in Certificate or Opinion.
    107




---



##### 



Rules by Trustee and Indenture Agents.
  No Personal Liability of Directors, Officers, Employees, Stockholders or Controlling
Persons.
  Governing Law.
  No Adverse Interpretation of Other Agreements.
  Successors.
  Severability.
  108




---



##### 



Counterpart Originals.
  Table of Contents, Headings, etc.
  Force Majeure.
  Intercreditor Agreement and Security Documents.
  Waiver of Jury Trial.
   109




---



##### 



Revlon Consumer Products CorporationBy:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Senior Vice President, Deputy
General Counsel and SecretaryRevlon, Inc.By:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Senior Vice President, Deputy
General Counsel and SecretaryAlmay, Inc.By:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and SecretaryCharles of the Ritz Group Ltd.By:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and SecretaryCharles Revson Inc.By:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and Secretary




---



##### 



Cosmetics & More Inc.By:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and SecretaryNorth America Revsale Inc.By:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and SecretaryPPI Two CorporationBy:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and SecretaryRevlon Consumer Corp.By:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and SecretaryRevlon Development Corp.By:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and Secretary




---



##### 



Revlon Government Sales, Inc.By:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and SecretaryRevlon International CorporationBy:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and SecretaryRevlon Products Corp.By:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and SecretaryRevlon Real Estate CorporationBy:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and SecretaryRiros CorporationBy:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and SecretaryRiros Group Inc.By:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and Secretary




---



##### 



U.S. Bank National Association, as TrusteeBy:
    /s/ Richard ProkoschName:
    Richard ProkoschTitle:
    Vice President




---



##### 



3 4
 No. ___
    
    $
 Revlon Consumer Products Corporation
 
 
   
 A1-1




---



##### 



Revlon Consumer Products CorporationBy:Name:Title: A1-2




---



##### 



This is one of the Notes referred to

in the within-mentioned Indenture:U.S. Bank National Association,
   as TrusteeBy:Authorized Signatory
  A1-3




---



##### 



3 4
 [Insert the Definitive Note Legend, if applicable pursuant to the provisions of the Indenture]
 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]
 [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]
 [Insert the OID Legend, if applicable pursuant to the provisions of the Indenture]
  (1) Interest Company 3 4  Interest Payment Date provided provided further
 (2) Method of Payment provided
 (3) Paying Agent and Registrar
 A1-4




---



##### 



(4) Indenture, Security Documents and Intercreditor Agreement Indenture
 (5) Optional Redemption .
  Year
    
    Percentage2012
    
    
    104.875
    %2013
    
    
    102.438
    %2014
    
    
    100.000
    %
 provided, however
  A1-5




---



##### 



(6) Mandatory Redemption .
 (7) Repurchase at the Option of Holder .
 (8) Notice of Redemption
 (9) Denominations, Transfer, Exchange
 (10) Persons Deemed Owners
 (11) Amendment, Supplement and Waiver
 (12) Defaults and Remedies
 A1-6




---



##### 



.
 (13) Trustee Dealings with Company
 (14) No Recourse Against Others
 (15) Authentication
 (16) Abbreviations
 (17) Additional Rights of Holders
 (18) CUSIP Numbers
 (19) GOVERNING LAW.
 A1-7




---



##### 



A1-8




---



##### 



Assignment Form
  (I) or (we) assign and transfer this Note to:(Insert assignees legal name)
 
  
  
  
  
  
 
 
 
 
 *
    
    Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee). A1-9




---



##### 



Option of Holder to Elect Purchase
  Ø Ø
  
 
 
 
 
 
 *
    
    Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee). A1-10




---



##### 



Schedule of Exchanges of Interests in the Global Note *
  Amount of
    
    Amount of
    
    Principal Amountdecrease in
    
    increase in
    
    of this Global Note
    
    Signature ofPrincipal Amount
    
    Principal Amount
    
    following such
    
    authorized officerof
    
    of
    
    decrease
    
    of Trustee orDate of Exchange
    
    this Global Note
    
    this Global Note
    
    (or increase)
    
    Custodian
 
 *
    
    This schedule should be included only if the Note is issued in global form. A1-11




---



##### 



3 4
 No. ___
    
    $
 Revlon Consumer Products Corporation
 
 
   
 A2-1




---



##### 



Revlon Consumer Products CorporationBy:Name:Title: A2-2




---



##### 



This is one of the Notes referred to 

in the within-mentioned Indenture:U.S. Bank National Association,
as TrusteeBy:Authorized Signatory
 
 A2-3




---



##### 



3 4
 [Insert the OID Legend, if applicable pursuant to the provisions of the Indenture]
   DTC
  A2-4




---



##### 



(1) Interest Company 3 4  Interest Payment Date provided provided further
 A2-5




---



##### 



(2) Method of Payment provided
 (3) Paying Agent and Registrar
 (4) Indenture, Security Documents and Intercreditor Agreement Indenture
 (5) Optional Redemption .
  A2-6




---



##### 



Year
    
    Percentage2012
    
    
    104.875
    %2013
    
    
    102.438
    %2014
    
    
    100.000
    %
 provided, however
   (6) Mandatory Redemption .
 (7) Repurchase at the Option of Holder .
 (8) Notice of Redemption
 (9) Denominations, Transfer, Exchange
 A2-7




---



##### 



(10) Persons Deemed Owners
 (11) Amendment, Supplement and Waiver
 (12) Defaults and Remedies
 (13) Trustee Dealings with Company
 (14) No Recourse Against Others
 A2-8




---



##### 



(15) Authentication
 (16) Abbreviations
 (17) Additional Rights of Holders
 (18) CUSIP Numbers
 (19) GOVERNING LAW.
  
 A2-9




---



##### 



Assignment Form
  (I) or (we) assign and transfer this Note to:(Insert assignees legal name)
 
  
  
  
  
  
 
 
 
 
 *
    
    Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee). A2-10




---



##### 



Option of Holder to Elect Purchase
  Ø Ø
  
 
 
 
 
 
 *
    
    Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee). A2-11




---



##### 



Schedule of Exchanges of Interests in the Regulation S Temporary Global Note
  Amount of
    
    Amount of
    
    Principal Amountdecrease in
    
    increase in
    
    of this Global Note
    
    Signature ofPrincipal Amount
    
    Principal Amount
    
    following such
    
    authorized officerof
    
    of
    
    decrease
    
    of Trustee orDate of Exchange
    
    this Global Note
    
    this Global Note
    
    (or increase)
    
    Custodian
 A2-12




---



##### 



3 4
 Indenture Company
 Transferor 3 4 Note[s]  Transfer   Transferee
  o Check if Transferee will take delivery of a beneficial interest in the 144A
Global Note or a Restricted Definitive Note pursuant to Rule 144A Securities Act
 o Check if Transferee will take delivery of a beneficial interest in the
Regulation S Temporary Global Note, the Regulation S Permanent Global Note or a Restricted
Definitive Note pursuant to Regulation S
 B-1




---



##### 



o Check and complete if Transferee will take delivery of a beneficial interest
in the IAI Global Note or a Restricted Definitive Note pursuant to any provision of the Securities
Act other than Rule 144A or Regulation S
 o
  o
  o
  o
 o Check if Transferee will take delivery of a beneficial interest in an
Unrestricted Global Note or of an Unrestricted Definitive Note
 o Check if Transfer is pursuant to Rule 144
 B-2




---



##### 



o Check if Transfer is Pursuant to Regulation S
 o Check if Transfer is Pursuant to Other Exemption
  [Insert Name of Transferor]By:Name:Title: 
 B-3




---



##### 



(a)
    
    o a beneficial interest in the:
 (i)
    
    o 144A Global Note (CUSIP ), or(ii)
    
    o Regulation S Global Note (CUSIP ), or(iii)
    
    o IAI Global Note (CUSIP ); or
 (b)
    
    o a Restricted Definitive Note.
   (a)
    
    o a beneficial interest in the:
 (i)
    
    o 144A Global Note (CUSIP ), or(ii)
    
    o Regulation S Global Note (CUSIP ), or(iii)
    
    o IAI Global Note (CUSIP ); or(iv)
    
    o Unrestricted Global Note (CUSIP ); or
 (b)
    
    o a Restricted Definitive Note; or(c)
    
    o an Unrestricted Definitive Note,
  B-4




---



##### 



93/4% Senior Secured Notes due 2015
 
 Indenture Company
 Owner 3 4  Exchange
 Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global
Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note
 o Check if Exchange is from beneficial interest in a Restricted Global Note to
beneficial interest in an Unrestricted Global Note Securities Act
 o Check if Exchange is from beneficial interest in a Restricted Global Note to
Unrestricted Definitive Note
 o Check if Exchange is from Restricted Definitive Note to beneficial interest in an
Unrestricted Global Note
 C-1




---



##### 



o Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive
Note
 Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global
Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes
 o Check if Exchange is from beneficial interest in a Restricted Global Note to
Restricted Definitive Note.
 o Check if Exchange is from Restricted Definitive Note to beneficial interest in a
Restricted Global Note o o o
  [Insert Name of Transferor] C-2




---



##### 



By:Name:Title: 
 C-3




---



##### 



3 4
 Indenture Company
 
 o
 o
  Securities Act
  D-1




---



##### 



[Insert Name of Accredited Investor]By:Name:Title: 
 D-2




---



##### 



Indenture Company Trustee
  [Name of Guarantor(s)]By:Name:Title: E-1




---



##### 



Supplemental Indenture Supplemental Indenture   Guaranteeing Subsidiary Company Trustee
  Indenture 3 4 Notes
 Guarantee
   Capitalized Terms
 Agreement to Guarantee
 No Recourse Against Others
  Counterparts
 Effect of Headings
 F-1




---



##### 



The Trustee
 F-2




---



##### 



[Guaranteeing Subsidiary]By:Name:Title:Revlon Consumer Products CorporationBy:Name:Title:[Existing Guarantors]By:Name:Title:U.S. Bank National Association,
as TrusteeBy:Authorized Signatory F-3




---



##### 



FORM OF OFFICERS CERTIFICATE
TO BE DELIVERED BY THE COMPANY
PURSUANT TO SECTION 12.04 OF THE INDENTURE
  Company Trustee Indenture 3 4 Notes
 1.
    
    All releases and withdrawals of Collateral or Liens as described in
paragraph (a) of Section 12.04 of the Indenture [since the Issue Date (as
defined in the Indenture)](1) [during the preceding twelve-month
period](2) in which no release or consent of the Trustee or the
Collateral Agent was obtained were in the ordinary course of the Companys
and the Guarantors business and were not prohibited by the Indenture, and
all proceeds from such activities were used by the Company or the Guarantors
in the ordinary course of their business or to make cash payments otherwise
as permitted by the Indenture;2.
    
    We are familiar with the Indenture and have read all the conditions
(including all definitions relating thereto) set forth therein relating to
the releases and withdrawals of Collateral and Liens pursuant to Section
12.04;3.
    
    We have examined the documents and records of the Company and the
Guarantors relating to the releases and withdrawals of Collateral and Liens
pursuant to Section 12.04;4.
    
    We have made such examination or investigation as is necessary to
enable us to express an informed opinion as to whether all covenants and
conditions precedent provided in the Indenture for the satisfaction of
Section 12.04 have been complied with; and5.
    
    In our opinion, all covenants and conditions precedent provided for
in the Indenture relating to the releases and withdrawals of Collateral and
Liens have been complied with pursuant to Section 12.04.
 
 1
    
    Insert if the first such Officers
Certificate.2
    
    Insert if not the first such Officers
Certificate. G-1




---



##### 



Revlon Consumer Products CorporationBy:Name:Title:By:Name:Title:
 G-2