Exhibit 10.3


 


EXECUTION VERSION


 


 



 


GUARANTY


 


Dated as of


 


October 27, 2015


 


among






THE GUARANTORS PARTY HERETO FROM TIME TO TIME,


 


and


 


JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and Collateral Agent


 


 







    	 



    	



    

TABLE OF CONTENTS


 


	 	 	 	Page
	ARTICLE I
	 	 	 	 
	Definitions
	 	 	 	 
	Section 1.01	 	Credit Agreement Definitions	1
	Section 1.02	 	Other Defined Terms	1
	 	 	 	 
	ARTICLE II
	 	 	 	 
	Guarantee
	 	 	 	 
	Section 2.01	 	Guarantee	2
	Section 2.02	 	Guarantee of Payment	2
	Section 2.03	 	No Limitations	3
	Section 2.04	 	Reinstatement	4
	Section 2.05	 	Agreement To Pay; Subrogation	5
	Section 2.06	 	Information	5
	 	 	 	 
	ARTICLE III
	 	 	 	 
	Indemnity, Subrogation and Subordination
	 	 	 	 
	Section 3.01	 	Indemnity, Subrogation and Subordination	5
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	Miscellaneous
	 	 	 	 
	Section 4.01	 	Notices	6
	Section 4.02	 	Waivers; Amendment	6
	Section 4.03	 	Administrative Agent’s and Collateral Agent’s Fees and Expenses; Indemnification	7
	Section 4.04	 	Successors and Assigns	8
	Section 4.05	 	Representations and Warranties	8
	Section 4.06	 	Counterparts; Effectiveness; Several Agreement	9
	Section 4.07	 	Severability	9
	Section 4.08	 	Governing Law; Jurisdiction; Consent to Service of Process.	9
	Section 4.09	 	[Reserved]	10
	Section 4.10	 	Obligations Absolute	10
	Section 4.11	 	Termination or Release	11
	Section 4.12	 	Additional Restricted Subsidiaries	11
	Section 4.13	 	Recourse; Limited Obligations	12
	Section 4.14	 	Intercreditor Agreements	12




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	SCHEDULES	 
	Schedule I	 	Guarantors	 
	 	 	 	 
	EXHIBITS	 
	Exhibit I	 	Form of Guaranty Supplement	 




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This GUARANTY, dated as of October 27, 2015,
is among the Guarantors set forth on Schedule I hereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral
Agent for the Secured Parties.


 


Reference is made to the Credit Agreement,
dated as of October 27, 2015 (as amended, restated, amended and restated, refinanced, replaced, extended, supplemented and/or otherwise
modified from time to time, the “Credit Agreement”), among Coty Inc., a Delaware corporation (the “Parent
Borrower”), the lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral
Agent and the other parties thereto from time to time.


 


The Lenders have agreed to extend credit
to the Borrowers subject to the terms and conditions set forth in the Credit Agreement and the Issuing Banks have agreed to issue
Letters of Credit for the account of the Parent Borrower on the terms and conditions set forth in the Credit Agreement. The obligations
of the Lenders to extend such credit and the obligations of the Issuing Banks to issue Letters of Credit are, in each case, conditioned
upon, among other things, the execution and delivery of this Agreement by each Guarantor on the Closing Date. The Guarantors are
affiliates of one another and will derive substantial direct and indirect benefits from (i) the extensions of credit to the Borrowers
pursuant to the Credit Agreement and (ii) the issuance of Letters of Credit by the Issuing Banks in accordance with the Credit
Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit and the Issuing
Banks to issue such Letters of Credit. Accordingly, the parties hereto agree as follows:


 


ARTICLE
I



Definitions


 


Section
1.01     Credit Agreement Definitions.


 


(a)     Capitalized
terms used in this Agreement, including the preamble and introductory paragraphs hereto, and not otherwise defined herein have
the meanings specified in the Credit Agreement.


 


(b)     The
rules of construction specified in Article I of the Credit Agreement also apply to this Agreement.


 


Section
1.02     Other Defined Terms.


 


As used in this Agreement, in addition to
the terms defined in the preliminary statements above, the following terms have the meanings specified below:


 


“Accommodation Payment”
has the meaning assigned to such term in Article III.


 


“Agreement” means this
Guaranty.


 


“Allocable Amount” has
the meaning assigned to such term in Article III.



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“Guaranteed Obligations”
mean the “Obligations” as defined in the Credit Agreement.


 


“Guarantors” means the
Guarantors listed on Schedule 1 hereto and any other Person that becomes a party to this agreement after the Closing Date pursuant
to Section 4.12; provided that if any such Guarantor is released from its obligations hereunder as provided in Section 4.11,
such Person shall cease to be a Guarantor hereunder effective upon such releases.


 


“Guaranty Supplement”
means an instrument substantially in the form of Exhibit I hereto.


 


“Indemnitees” has the
meaning assigned to such term in Section 4.03(b).


 


“Secured Parties” has
the meaning provided in the Credit Agreement.


 


“UFCA” has the meaning
assigned to such term in Article III.


 


“UFTA” has the meaning
assigned to such term in Article III.


 


ARTICLE
II



Guarantee


 


Section
2.01     Guarantee.


 


Each Guarantor irrevocably, absolutely and
unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, the
due and punctual payment and performance of the Guaranteed Obligations, in each case, whether such Guaranteed Obligations are now
existing or hereafter incurred, and whether at maturity, by acceleration or otherwise. Each of the Guarantors further agrees that
the Guaranteed Obligations may be extended, increased or renewed, amended or modified, in whole or in part, without notice to,
or further assent from, such Guarantor and that such Guarantor will remain bound upon its guarantee hereunder notwithstanding any
such extension, increase, renewal, amendment or modification of any Guaranteed Obligation. To the fullest extent permitted by applicable
Law, each of the Guarantors (i) waives promptness, presentment to, demand of payment from, and protest to, any Guarantor or any
other Loan Party of any of the Guaranteed Obligations, and (ii) also waives notice of acceptance of its guarantee and notice of
protest for nonpayment.


 


Section
2.02     Guarantee of Payment.


 


Each of the Guarantors further agrees that
its guarantee hereunder constitutes a guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall
have stayed the accrual of collection of any of the Guaranteed Obligations or operated as a discharge thereof) and not of collection,
and waives any right to require that any resort be had by the Administrative Agent or any other Secured Party to any security held
for the payment of any of the Guaranteed Obligations, or to any balance of any deposit account or credit on the books of the Administrative
Agent or any other Secured Party in favor of any other Guarantor or any other Person. The obligations of each Guarantor hereunder
are independent of the obligations of any



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other Guarantor or any Borrower, and a separate
action or actions may be brought and prosecuted against each Guarantor whether or not action is brought against any other Guarantor
or any Borrower and whether or not any other Guarantor or any Borrower is joined in any such action or actions. Any payment required
to be made by a Guarantor hereunder may be required by the Administrative Agent or any other Secured Party on any number of occasions.
     


 


Section
2.03     No Limitations.


 


(a)     Except
for termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 4.11, to the fullest extent
permitted by applicable Law, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment
or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject
to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability
of any of the Guaranteed Obligations, any impossibility in the performance of any of the Guaranteed Obligations, or otherwise.
Without limiting the generality of the foregoing, to the fullest extent permitted by applicable Law and except for termination
or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 4.11 (but without prejudice to
Section 2.04), the obligations of each Guarantor hereunder shall not be discharged impaired or otherwise affected by (i) the failure
of the Administrative Agent, any other Secured Party or any other Person to assert any claim or demand or to enforce any right
or remedy under the provisions of any Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or
any release from any of the terms or provisions of, any Loan Document or any other agreement, including with respect to any other
Guarantor under this Agreement; (iii) the release of, or any impairment of any security held by the Collateral Agent or any other
Secured Party for the Guaranteed Obligations; (iv) any default, failure or delay, willful or otherwise, in the performance of the
Guaranteed Obligations; (v) the failure to perfect any security interest in, or the release of, any of the Collateral held by or
on behalf of the Collateral Agent or any other Secured Party; (vi) any change in the corporate existence, structure or ownership
of any other Loan Party, the lack of legal existence of any Borrower or any other Guarantor or legal obligation to discharge any
of the Guaranteed Obligations by any Borrower or any other Guarantor for any reason whatsoever, including, without limitation,
in any insolvency, bankruptcy or reorganization of any other Loan Party; (vii) the existence of any claim, set-off or other rights
that any Guarantor may have at any time against any Borrower, the Administrative Agent, any other Secured Party or any other Person,
whether in connection with the Credit Agreement, the other Loan Documents or any unrelated transaction; (viii) this Agreement having
been determined (on whatsoever grounds) to be invalid, non-binding or unenforceable against any other Guarantor ab initio
or at any time after the Closing Date; or (ix) any other circumstance (including statute of limitations), any act or omission that
may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a defense to, or discharge of,
any Borrower, any Guarantor or any other guarantor or surety as a matter of law or equity (in each case, other than the payment
in full in cash of all the Guaranteed Obligations (excluding contingent obligations as to which no claim has been asserted, obligations
under Swap Agreements, Deposit Obligations and the outstanding amount of LC Obligations related to any Letter of Credit that has
been cash collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued
under another agreement reasonably acceptable to the applicable Issuing Bank)). Each Guarantor expressly authorizes the



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applicable Secured Parties, to the extent
permitted by the Security Agreement, to take and hold security for the payment and performance of the Guaranteed Obligations, to
exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct
the order and manner of any sale thereof in their sole discretion or to release or substitute any one or more other guarantors
or obligors upon or in respect of the Guaranteed Obligations all without affecting the obligations of any Guarantor hereunder.
Anything contained in this Agreement to the contrary notwithstanding, the obligations of each Guarantor under this Agreement shall
be limited to an aggregate amount equal to the largest amount that would not render its obligations under this Agreement subject
to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code of the United States or any comparable
provisions of any similar federal or state law.


 


(b)     To
the fullest extent permitted by applicable Law and except for termination or release of a Guarantor’s obligations hereunder
in accordance with the terms of Section 4.11 (but without prejudice to Section 2.04), each Guarantor waives any defense based on
or arising out of any defense of any Borrower or any other Guarantor or the unenforceability of the Guaranteed Obligations or any
part thereof from any cause, or the cessation from any cause of the liability of any Borrower or any other Guarantor, other than
the payment in full in cash of all the Guaranteed Obligations (excluding contingent obligations as to which no claim has been asserted,
obligations under Swap Agreements, Deposit Obligations and the outstanding amount of LC Obligations related to any Letter of Credit
that has been cash collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or
deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank). The Administrative Agent and the
other Secured Parties may in accordance with the terms of the Security Documents, at their election, foreclose on any security
held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of
foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Borrower or any
other Guarantor or exercise any other right or remedy available to them against any other Guarantor, without affecting or impairing
in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been paid in full in cash
(excluding contingent obligations as to which no claim has been asserted, obligations under Swap Agreements, Deposit Obligations
and the outstanding amount of LC Obligations related to any Letter of Credit that has been cash collateralized, backstopped by
a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably
acceptable to the applicable Issuing Bank. To the fullest extent permitted by applicable Law, each Guarantor waives any defense
arising out of any such election even though such election operates, pursuant to applicable Law, to impair or to extinguish any
right of reimbursement or subrogation or other right or remedy of such Guarantor against any Borrower or any other Guarantor, as
the case may be, or any security. To the fullest extent permitted by applicable Law, each Loan Party waives any and all suretyship
defenses.


 


Section
2.04     Reinstatement.


 


Notwithstanding anything to contrary contained
in this Agreement, each of the Guarantors agrees that (a) its guarantee hereunder shall continue to be effective or be reinstated,
as the case may be, if at any time payment, or any part thereof, of any Guaranteed Obligation is rescinded or must otherwise be
restored by the Administrative Agent or any other Secured Party



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upon the bankruptcy or reorganization (or
any analogous proceeding in any jurisdiction) of any Borrower or any other Guarantor or otherwise and (b) the provisions of this
Section 2.04 shall survive the termination of this Agreement.


 


Section
2.05     Agreement To Pay; Subrogation.


 


In furtherance of the foregoing and not in
limitation of any other right that the Administrative Agent or any other Secured Party has at law or in equity against any Guarantor
by virtue hereof, upon the failure of any Borrower or any other Guarantor to pay any Guaranteed Obligation when and as the same
shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises
to and will forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the applicable Secured Parties
in cash the amount of such unpaid Guaranteed Obligation. Upon payment by any Guarantor of any sums to the Administrative Agent
as provided above, all rights of such Guarantor against any Borrower or any other Guarantor arising as a result thereof by way
of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article III.


 


Section
2.06     Information.


 


Each Guarantor assumes all responsibility
for being and keeping itself informed of each Borrower’s and each other Guarantor’s financial condition and assets,
and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent
of the risks that such Guarantor assumes and incurs hereunder, and agrees that none of the Administrative Agent or the other Secured
Parties will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances or risks.


 


ARTICLE
III



Indemnity, Subrogation and Subordination


 


Section
3.01     Indemnity, Subrogation and Subordination.


 


Upon payment by any Guarantor of any Guaranteed
Obligations, all rights of such Guarantor against any Borrower or any other Guarantor arising as a result thereof by way of right
of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of
payment to the prior payment in full in cash of all the Guaranteed Obligations (excluding contingent obligations as to which no
claim has been asserted, obligations under Swap Agreements, Deposit Obligations and the outstanding amount of LC Obligations related
to any Letter of Credit that has been cash collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable
Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank) and the termination
of all Commitments to any Loan Party under any Loan Document. If any amount shall erroneously be paid to any Borrower or any other
Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness
of any Borrower or any other Guarantor, such amount shall be held in trust for the benefit of the Secured Parties and shall promptly
be paid to the Administrative Agent to be



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credited against the payment of the Guaranteed
Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject
to the foregoing, to the extent that any Guarantor shall, under this Agreement or the Credit Agreement as a joint and several obligor,
repay any of the Guaranteed Obligations constituting Loans made to another Loan Party under the Credit Agreement (an “Accommodation
Payment”), then the Guarantor making such Accommodation Payment shall be entitled to contribution and indemnification
from, and be reimbursed by, each of the other Guarantors in an amount equal to a fraction of such Accommodation Payment, the numerator
of which fraction is such other Guarantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts
of all of the Guarantors; provided that such rights of contribution and indemnification shall be subordinated to the prior
payment in full, in cash, of all of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been
asserted, obligations under Swap Agreements, Deposit Obligations and the outstanding amount of LC Obligations related to any Letter
of Credit that has been cash collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing
Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank). As of any date of determination,
the “Allocable Amount” of each Guarantor shall be equal to the maximum amount of liability for Accommodation
Payments which could be asserted against such Guarantor hereunder and under the Credit Agreement without (a) rendering such Guarantor
“insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code of the United States, Section 2 of the Uniform
Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”),
(b) leaving such Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code
of the United States, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Guarantor unable to pay its debts as
they become due within the meaning of Section 548 of the Bankruptcy Code of the United States or Section 4 of the UFTA, or Section
5 of the UFCA.


 


ARTICLE
IV



Miscellaneous


 


Section
4.01     Notices.


 


All communications and notices hereunder
shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.01 of the Credit Agreement.
All communications and notice hereunder to a Guarantor shall be given in care of the Parent Borrower.


 


Section
4.02     Waivers; Amendment.


 


(a)     No
failure by any Secured Party to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege
hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy,
power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are
cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law. No waiver of any



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provision of any Loan Document or consent
to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b)
of this Section 4.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for
which given.


 


(b)     Subject
to the Intercreditor Agreement, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant
to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties with respect
to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.02 of
the Credit Agreement.


 


Section
4.03     Administrative Agent’s and Collateral Agent’s Fees and Expenses; Indemnification.


 


(a)     Each
Guarantor, jointly with the other Guarantors and severally, agrees to reimburse the Administrative Agent and the Collateral Agent
for its reasonable and documented out-of-pocket fees and expenses incurred hereunder in accordance with Section 10.03 of the Credit
Agreement; provided that each reference therein to the “Borrowers” shall be deemed to be a reference to “each
Guarantor.”


 


(b)     Each
Guarantor shall indemnify the Agent, the other Secured Parties, and each Affiliate, controlling Person, officers, director, employee,
partner, trustee, advisor, shareholder, agent and other representative and their successors and permitted assigns of any of the
foregoing persons (each such person being called an “Indemnitee”) against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable and documented out-of-pocket
fees, charges and disbursements of any counsel for any Indemnitee (limited to one counsel to the Indemnitees, taken as a whole,
and, if reasonably necessary, one additional counsel in each jurisdiction in which any collateral is located or any proceedings
are held and one specialty counsel, if applicable, and, in the case of an actual or perceived conflict of interest, one additional
counsel to the each group of similarly situated Indemnitees, taken as a whole), incurred by or asserted against any Indemnitee
arising out of, in connection with, or as a result of (i) the syndication of the Commitments or the Loans, the execution or delivery
of any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents
of their respective obligations thereunder or the consummation of the Transactions, any other acquisition permitted hereby or any
other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal
by any issuing bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand
do not strictly comply with the terms of such letter of credit), (iii) any actual or alleged presence or release of hazardous materials
on or from any property currently or formerly owned or operated by the Guarantors or any of their subsidiaries, or any environmental
liability related in any way to the Guarantors or any of their Subsidiaries, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless
of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the
extent that such losses, claims, damages, liabilities or related expenses resulted from (i) the gross negligence, bad faith or
willful misconduct of such Indemnitee, (ii) a material breach of the obligations of such Indemnitee



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under the Loan Documents (in the case of the
preceding clauses (i) and (ii), as determined by a final, non-appealable judgment of a court of competent jurisdiction) or (iii)
any dispute solely among the Indemnitees (other than an Arranger or Agent acting in their capacity as such or acting in a similar
role under the SplitCo Credit Documentation) and not arising out of any act or omission of the Guarantors, their Subsidiaries or
any of their Affiliates or related to the presence or release of Hazardous Materials or violations of Environmental Laws that first
occur at a real property owned or leased by the Guarantors or their Subsidiaries or any of their Affiliates after such property
is transferred to an Indemnitee or its successors or assigns by way of a foreclosure, deed–in–lieu of foreclosure or
similar transfer. Notwithstanding the foregoing, each Indemnitee shall be obligated to refund and return any and all amounts paid
by the Borrowers, any Guarantor or any of their affiliates under this paragraph to such Indemnitee for any such fees, expenses
or damages to the extent such Indemnitee is not entitled to payment of such amount in accordance with the terms hereof. Each Indemnitee
shall promptly notify the Parent Borrower upon receipt of written notice of any claim or threat to institute a claim; provided
that any failure by any Indemnitee to give such notice shall not relieve the loan parties from the obligation to indemnify such
Indemnitee.


 


(c)     To
the extent permitted by applicable Law, none of parties hereto (nor any Indemnitee) shall assert, and each hereby waives, any claim
against any Loan Party or Indemnitee, as applicable, on any theory of liability, for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, any Loan Document or any
agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof,
other than in the case of any such damages incurred or paid by an Indemnitee to a third party (including another Indemnitee) for
which such Indemnitee is otherwise entitled to indemnification pursuant to this Section 4.03.


 


(d)     Unless
otherwise specified, all amounts due under this Section 4.03 shall be payable not later than thirty (30) days after written demand
therefor.


 


Section
4.04     Successors and Assigns.


 


Whenever in this Agreement any of the parties
hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants,
promises and agreements by or on behalf of any Guarantor or any Secured Party that are contained in this Agreement shall bind and
inure to the benefit of their respective permitted successors and assigns. Except as provided in Section 10.04 of the Credit Agreement,
no Guarantor may assign any of its rights or obligations hereunder without the written consent of the Administrative Agent.


 


Section
4.05     Representations and Warranties.


 


All representations and warranties made hereunder
shall survive the execution and delivery hereof. Such representations and warranties have been or will be relied upon by the Administrative
Agent and each other Secured Party, regardless of any investigation made by any Secured Party or on its behalf and notwithstanding
that any Secured Party may have had notice or knowledge of any Default at the time of any Borrowing,
and shall continue in full force and



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effect until this Agreement is terminated
as provided in Section 4.11 hereof, or with respect to any individual Guarantor until such Guarantor is otherwise released from
its obligations under this Agreement in accordance with the terms hereof.


 


Section
4.06     Counterparts; Effectiveness; Several Agreement.


 


This Agreement may be executed in counterparts
(and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement shall become effective when it shall have been executed by the
Guarantors, the Administrative Agent and the Collateral Agent and thereafter shall be binding upon and inure to the benefit of
each Guarantor, the Administrative Agent, the Collateral Agent, the other Secured Parties and their respective permitted successors
and assigns, subject to Section 4.04 hereof. Delivery of an executed counterpart of a signature page of this Agreement by facsimile
or other electronic imaging (including in .pdf format) means shall be effective as delivery of a manually executed counterpart
of this Agreement. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended,
restated, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor
and without affecting the obligations of any other Guarantor hereunder.


 


Section
4.07     Severability.


 


If any provision of this Agreement is held
to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement
shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal,
invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the
illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.


 


Section
4.08     Governing Law; Jurisdiction; Consent to Service of Process.


 


(a)     Governing
Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to
conflicts of law principles.


 


(b)     Jurisdiction.
Each Guarantor, the Administrative Agent and the Collateral Agent hereby irrevocably and unconditionally submits, for itself and
its property, to the exclusive jurisdiction of any federal or state court located in the borough of Manhattan in the City of New
York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document (excluding
the enforcement of the Security Documents to the extent such security documents expressly provide otherwise), or for recognition
or enforcement of any judgment, and each of such parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law,
in such federal court. Each of such parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.



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(c)     Venue.
Each Guarantor and each other party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement or any other Loan Document in any court referred to in clause (b) of this Section
4.08. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.


 


(d)     Service
of Process. Each Guarantor and each other party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 10.01 of the Credit Agreement. Nothing in this Agreement or any other Loan Document will affect
the right of any party to this Agreement to serve process in any other manner permitted by law.


 


(e)     WAIVER
OF JURY TRIAL. EACH GUARANTOR AND EACH OTHER PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH GUARANTOR AND EACH OTHER PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THE LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.08(e).


 


Section
4.09      [Reserved].


 


Section
4.10     Obligations Absolute.


 


To the fullest extent permitted by applicable
Law, all rights of the Collateral Agent, the Administrative Agent and the other Secured Parties hereunder and all obligations of
each Guarantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the
Credit Agreement, any other Loan Document, any agreement with respect to any of the Guaranteed Obligations or any other agreement
or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term
of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to any departure from the Credit
Agreement, any other Loan Document, or any other agreement or instrument, (c) any release or amendment or waiver of or consent
under or departure from any guarantee guaranteeing all or any of the Guaranteed Obligations or (d) subject only to termination
or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 4.11, but without prejudice to
reinstatement rights under Section 2.04,



    	10



    	



    

any other circumstance that might otherwise
constitute a defense available to, or a discharge of, any Guarantor in respect of the Guaranteed Obligations or this Agreement.


 


Section
4.11     Termination or Release.


 


(a)     This
Agreement and the Guarantees made herein shall terminate with respect to all Guaranteed Obligations when (i) all Commitments have
expired or been terminated and the Lenders have no further commitment to lend under the Credit Agreement and (ii) all principal
and interest in respect of each Loan and all other Guaranteed Obligations (other than contingent obligations as to which no claim
has been asserted, obligations under Swap Agreements, Deposit Obligations and the outstanding amount of LC Obligations related
to any Letter of Credit that has been cash collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable
Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank) shall have been paid
in full in cash, provided, however, that in connection with the termination of this Agreement, the Administrative
Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against
(x) loss on account of credits previously applied to the Guaranteed Obligations that may subsequently be reversed or revoked, and
(y) any obligations that may thereafter arise with respect to Swap Agreements the obligations under which constitute Swap Obligations
or documentation executed in connection with Deposit Obligations to the extent not provided for thereunder.


 


(b)     A
Guarantor shall automatically be released from its obligations hereunder in the circumstances set forth in Section 9.09 of the
Credit Agreement.


 


(c)     In
connection with any termination or release pursuant to clauses (a) or (b) of this Section 4.11, the Administrative Agent and the
Collateral Agent shall promptly execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such
Guarantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested
by such Guarantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery
of documents pursuant to this Section 4.11 shall be without recourse to or warranty by the Administrative Agent or the Collateral
Agent.


 


(d)     At
any time that the respective Guarantor desires that the Administrative Agent or the Collateral Agent take any of the actions described
in immediately preceding clause (c), it shall, upon request of the Administrative Agent or the Collateral Agent, deliver to the
Administrative Agent an officer’s certificate certifying that the release of the respective Guarantor is permitted pursuant
to clause (a) or (b) of this Section 4.11. The Administrative Agent and the Collateral Agent shall have no liability whatsoever
to any Secured Party as a result of any release of any Guarantor by it as permitted (or which the Administrative Agent in good
faith believes to be permitted) by this Section 4.11.


 


Section
4.12     Additional Restricted Subsidiaries.


 


Each Restricted Subsidiary that is required
to become a Guarantor pursuant to Section 5.10 of the Credit Agreement shall enter into this Agreement as Guarantor (for



    	11



    	



    

avoidance of doubt, the Parent Borrower may
cause any Domestic Restricted Subsidiary that is not required to be a Guarantor to Guarantee the Obligations by causing such Domestic
Restricted Subsidiary to execute a Guaranty Supplement in accordance with the provisions of this Section 4.12 and any such Domestic
Restricted Subsidiary shall be a Guarantor hereunder with the same force and effect as if originally named as a Guarantor herein).
Upon execution and delivery by the Administrative Agent and a Restricted Subsidiary of a Guaranty Supplement, such Restricted Subsidiary
shall become a Guarantor hereunder with the same force and effect as if originally named as a Guarantor herein. The execution and
delivery of any such instrument shall not require the consent of any other Guarantor hereunder. The rights and obligations of each
Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this
Agreement.


 


Section
4.13     Recourse; Limited Obligations.


 


This Agreement is made with full recourse
to each Guarantor and pursuant to and upon all the warranties, representations, covenants and agreements on the part of such Guarantor
contained herein, in the Credit Agreement and the other Loan Documents and otherwise in writing in connection herewith or therewith.
It is the desire and intent of each Guarantor and each applicable Secured Party that this Agreement shall be enforced against each
Guarantor to the fullest extent permissible under applicable Law applied in each jurisdiction in which enforcement is sought.


 


Section
4.14     Intercreditor Agreements.


 


The Guarantors, the Collateral Agent and
the Administrative Agent acknowledge that the exercise of certain of the Collateral Agent’s and the Administrative Agent’s
rights and remedies hereunder may be subject to, and restricted by, the provisions of the Intercreditor Agreement. Except as specified
herein, nothing contained in the Intercreditor Agreement or any other Market Intercreditor Agreement shall be deemed to modify
any of the provisions of this Agreement, which, as among the Guarantors, the Collateral Agent and the Administrative Agent shall
remain in full force and effect.




 






[THE REMAINDER OF THIS PAGE IS INTENTIONALLY
LEFT BLANK.]



    	12



    	



    

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


 




	 	GUARANTORS:
	 	 
	 	PHILOSOPHY COSMETICS, INC.
	 	 
	 	By:	/s/ Eric Breitman
	 	 	Name:	Eric Breitman
	 	 	Title:	Assistant Secretary
	 	 	 	 
	 	PHILOSOPHY, INC.
	 	 
	 	By:	/s/ Eric Breitman
	 	 	Name:	Eric Breitman 
	 	 	Title:	Assistant Secretary
	 	 	 	 
	 	BIOTECH RESEARCH LABS, INC.
	 	 
	 	By: 	/s/ Patrice de Talhouët 
	 	 	Name:	Patrice de Talhouët 
	 	 	Title:	Senior Vice President
	 	 	 	 
	 	CALVIN KLEIN COSMETIC CORPORATION
	 	 
	 	By:	/s/  Jules Kaufman
	 	 	Name:	Jules Kaufman
	 	 	Title:	Senior Vice President, General
	 	 	Counsel & Secretary
	 	 	 	 
	 	COTY PRESTIGE TRAVEL RETAIL AND EXPORT LLC
	 	 
	 	By: 	/s/ Jules Kaufman
	 	 	Name:	Jules Kaufman
	 	 	Title:	Vice President and Secretary



 


[Signature Page to Guaranty]





    	 



    	



    



	 	COTY US LLC
	 	 
	 	By: 	/s/ Jules Kaufman
	 	 	Name:	Jules Kaufman
	 	 	Title:	Vice President and Secretary
	 	 	 	 
	 	DLI INTERNATIONAL HOLDING II CORP.
	 	 	 	 
	 	By:	/s/ Jules Kaufman
	 	 	Name:	Jules Kaufman
	 	 	Title:	Senior Vice President, General 
	 	 	Counsel & Secretary
	 	 	 	 
	 	GREEN ACQUISITION SUB INC.
	 	 	 	 
	 	By:	/s/ Jules Kaufman
	 	 	Name:	Jules Kaufman
	 	 	Title:	President
	 	 	 	 
	 	PHILOSOPHY BEAUTY CONSULTING LLC
	 	 	 	 
	 	By:	/s/ Eric Breitman
	 	 	Name:	Eric Breitman 
	 	 	Title:	Assistant Secretary
	 	 	 	 
	 	RIMMEL INC.
	 	 	 	 
	 	By:	/s/ Jules Kaufman
	 	 	Name:	Jules Kaufman
	 	 	Title:	Vice President and Secretary








    	 



    	



    



	 	DLI INTERNATIONAL HOLDING I LLC
	 	 
	 	By: 	/s/ Jules Kaufman  
	 	 	Name:	Jules Kaufman
	 	 	Title:	Senior Vice President, General
	 	 	Counsel & Secretary
	 	 	 	 
	 	O P I PRODUCTS INC.
	 	 
	 	By:	/s/ Patrice de Talhouët  
	 	 	Name:	Patrice de Talhouët 
	 	 	Title:	Chief Financial Officer
	 	 	 	 
	 	PHILOSOPHY ACQUISITION COMPANY, INC.
	 	 
	 	By:	/s/ Eric Breitman
	 	 	Name:	Eric Breitman 
	 	 	Title:	Assistant Secretary
	 	 	 	 
	 	PHILOSOPHY MEZZANINE CORP.
	 	 
	 	By:	/s/ Eric Breitman
	 	 	Name:	Eric Breitman 
	 	 	Title:	Assistant Secretary








    	 



    	



    




	 	ADMINISTRATIVE AGENT AND COLLATERAL AGENT:
	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,
 as Administrative Agent and as Collateral Agent
	 	 	 	 
	 	By: 	/s/ Tony Young
	 	 	Name:	Tony Young
	 	 	Title:	Executive Director




 


[Signature Page to Guaranty]




    	 



    	



    

SCHEDULE I TO GUARANTY


 


GUARANTORS


 


	Guarantor	State of Formation
	Philosophy Cosmetics, Inc.	Arizona
	Philosophy, Inc.	Arizona
	Biotech Research Labs, Inc.	Delaware 
	Calvin Klein Cosmetic Corporation	Delaware 
	Coty Prestige Travel Retail and Export LLC	Delaware 
	Coty US LLC	Delaware 
	DLI International Holding II Corp.	Delaware 
	Green Acquisition Sub Inc.	Delaware 
	Philosophy Beauty Consulting, LLC	Delaware 
	Rimmel Inc.	Delaware 
	DLI International Holding I LLC	Delaware 
	O P I Products Inc.	Delaware 
	Philosophy Acquisition Company, Inc.	Delaware 
	Philosophy Mezzanine Corp.	Delaware 




    	 



    	



    

EXHIBIT I TO GUARANTY


 


FORM OF GUARANTY SUPPLEMENT


 


SUPPLEMENT, dated as of               , 20    
(this “Supplement”), to the Guaranty, dated as of October 27, 2015, among the Guarantors party thereto from
time to time and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent for the Secured Parties (as amended, restated,
amended and restated, replaced, supplemented and/or otherwise modified from time to time, the “Guaranty”).


 


A.     Reference is made to the Credit Agreement,
dated as of October 27, 2015 (as amended, restated, amended and restated, refinanced, replaced, extended, supplemented and/or otherwise
modified from time to time, the “Credit Agreement”), among Coty Inc., a Delaware corporation (the “Parent
Borrower”), the lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral
Agent, and the other parties thereto from time to time.


 


B.     Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement or the Guaranty, as applicable.


 


C.     The Guarantors have entered into the
Guaranty in order to induce (x) the Lenders to make Loans to the Parent Borrower and the Issuing Banks to issue Letters of Credit,
(y) certain Secured Parties to enter into and/or maintain Swap Agreements the obligations under which constitute Swap Obligations
and (z) certain Secured Parties to enter into arrangements with the obligations under which constitute Deposit Obligations. Section
4.12 of the Guaranty provides that additional Restricted Subsidiaries of the Borrowers may become Guarantors under the Guaranty
by execution and delivery of an instrument in the form of this Supplement. The undersigned Restricted Subsidiary (the “New
Subsidiary”) is executing this Supplement in accordance with the requirements of the Credit Agreement, or as directed
by the Parent Borrower in its sole discretion, to become a Guarantor under the Guaranty.


 


Accordingly, the Administrative Agent and
the New Subsidiary agree as follows:


 


Section 1.     In accordance with Section
4.12 of the Guaranty, the New Subsidiary by its signature below becomes a Guarantor under the Guaranty with the same force and
effect as if originally named therein as a Guarantor and the New Subsidiary hereby (a) agrees to all the terms and provisions of
the Guaranty applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties
made by it as a Guarantor thereunder are true and correct in all material respects on and as of the date hereof, provided
that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct
in all material respects as of such earlier date. Each reference to a “Guarantor” in the Guaranty shall be deemed to
include the New Subsidiary as if originally named therein as a Guarantor. The Guaranty is hereby incorporated herein by reference.


 


Section 2.     The New Subsidiary represents
and warrants to the Administrative Agent and the other Secured Parties that this Supplement has been duly authorized, executed
and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in



    	 



    	



    

accordance with its terms, except as such
enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, capital impairment, recognition
of judgments, recognition of choice of law, enforcement of judgments or other similar laws or other laws affecting creditors’
rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at
law and other matters which are set out as qualifications or reservations as to matters of law of general application in any legal
opinion delivered to the Administrative Agent in connection with this Supplement and any other Loan Documents in connection herewith.


 


Section 3.     This Supplement may
be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract. This Supplement shall become effective when it shall have
been executed by the New Subsidiary, the Administrative Agent and the Collateral Agent and thereafter shall be binding upon and
inure to the benefit of each Guarantor, the Administrative Agent, the Collateral Agent, the other Secured Parties and their respective
permitted successors and assigns, subject to Section 4.04 of the Guaranty. Delivery of an executed counterpart of a signature page
of this Supplement by facsimile or other electronic imaging (including in .pdf format) means shall be effective as delivery of
a manually executed counterpart of this Supplement.


 


Section 4.     Except as expressly
supplemented hereby, the Guaranty shall remain in full force and effect, subject to the termination of the Guaranty pursuant to
Section 4.11 thereof.


 


Section 5.


 


(a)     THIS SUPPLEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


(b)     The other terms of Section 4.08 of
the Guaranty with respect to submission to jurisdiction, venue, waiver of jury trial and consent to service of process are incorporated
herein by reference, mutatis mutandis, and the parties hereto agree to such terms.


 


Section 6.     If any provision of
this Supplement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining
provisions of this Supplement shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations
to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as
possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


Section 7.     All communications and
notices hereunder shall be in writing and given as provided in Section 4.01 of the Guaranty.


 


Section 8.     The New Subsidiary agrees
to reimburse the Administrative Agent for its reasonable and documented out-of-pocket expenses in connection with this Supplement
as provided in Section 4.03(a) of the Guaranty.



    	 



    	



    

IN WITNESS WHEREOF, the New Subsidiary
and the Administrative Agent have duly executed this Supplement to the Guaranty as of the day and year first above written.


 


	 	[NAME OF NEW SUBSIDIARY]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and Collateral Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: