Exhibit 4.2







EXECUTION VERSION







JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT

September 7, 2016







Reference is hereby made to the Registration Rights Agreement, dated as of August 4, 2016 (the “Registration Rights Agreement”), by and between Revlon Escrow Corporation (“Escrow Corporation”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc., on behalf of themselves and the other Initial Purchasers.  Unless otherwise defined herein, terms defined in the Registration Rights Agreement and used herein shall have the meanings given them in the Registration Rights Agreement.







1.           Joinder of the Company.  Revlon Consumer Productions Corporation, a Delaware corporation (“Revlon”), hereby agrees to become bound by the terms, conditions and other provisions of the Registration Rights Agreement with all attendant rights, duties and obligations stated therein, with the same force and effect as if originally named as the “Issuer” therein and as if Revlon executed the Registration Rights Agreement on the date thereof.







2.           Joinder of the Guarantor.  Each other signatory hereto (each, a “Guarantor”), hereby agrees to become bound by the terms, conditions and other provisions of the Registration Rights Agreement with all attendant rights, duties and obligations stated therein, with the same force and effect as if originally named as “Guarantor” therein and as if such Guarantor executed the Registration Rights Agreement on the date thereof.







3.           Amendment to Schedule 1.  Each signatory hereto hereby agrees that Schedule 1 to the Registration Rights Agreement is hereby replaced in its entirety by Schedule 1 hereto.







4.           Governing Law.  This Joinder Agreement, and any claim, controversy or dispute arising under or related to this Joinder Agreement, shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflict of laws that would result in the application of any law other than the laws of the State of New York.  The parties hereto agree that any suit or proceeding arising in respect of this Agreement will be tried exclusively in the U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction, in any state court located in The City and County of New York, and the parties hereto agree to submit to the jurisdiction of, and to venue in, such courts.  THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS JOINDER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY.







5.           Counterparts.  This agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Joinder Agreement by facsimile, email or other electronic transmission (i.e., “pdf”) shall be effective as delivery of a manually executed counterpart of this Joinder Agreement.





















6.           Amendments.  No amendment or waiver of any provision of this Joinder Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.







7.           Headings.  The headings in this Joinder Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.







[Signature Page Follows]



















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







	
Revlon Consumer Products Corporation

	 
	 	 	 	 
	
By:

	
/s/ Michael T. Sheehan

	 
	 	
Name:

	
 Michael T. Sheehan

	 
	 	
Title:

	
Senior Vice President, Deputy General Counsel and Secretary

	 
	 	 	 	 
	
Almay, Inc.

	 
	 	 	 	 
	
By:

	
/s/ Michael T. Sheehan

	 
	 	
Name:

	
Michael T. Sheehan

	 
	 	
Title:

	
Vice President and Secretary

	 
	 	 	 	 
	
Bari Cosmetics, Ltd.

	 
	 	 	 	 
	
By:

	
/s/ Michael T. Sheehan

	 
	 	
Name:

	
 Michael T. Sheehan

	 
	 	
Title:

	
Vice President and Secretary

	 
	 	 	 	 
	
Charles Revson Inc.

	 
	 	 	 	 
	
By:

	
/s/ Michael T. Sheehan

	 
	 	
Name:

	
Michael T. Sheehan

	 
	 	
Title:

	
Vice President and Secretary

	 
	 	 	 	 
	
North America Revsale Inc.

	 
	 	 	 	 
	
By:

	
/s/ Michael T. Sheehan

	 
	 	
Name:

	
Michael T. Sheehan

	 
	 	
Title:

	
Vice President and Secretary

	 










[Signature Page to Joinder Agreement to the Registration Rights Agreement]




















	
OPP Products, Inc.

	 
	 	 	 	 
	
By:

	
/s/ Michael T. Sheehan

	 
	 	
Name:

	
Michael T. Sheehan

	 
	 	
Title:

	
Vice President and Secretary

	 
	 	 	 	 
	
Revlon Development Corp.

	 
	 	 	 	 
	
By:

	
/s/ Michael T. Sheehan

	 
	 	
Name:

	
Michael T. Sheehan

	 
	 	
Title:

	
Vice President and Secretary

	 
	 	 	 	 
	
Revlon Government Sales, Inc.

	 
	 	 	 	 
	
By:

	
/s/ Michael T. Sheehan

	 
	 	
Name:

	
Michael T. Sheehan

	 
	 	
Title:

	
 Vice President and Secretary

	 
	 	 	 	 
	
Revlon International Corporation

	 
	 	 	 	 
	
By:

	
/s/ Michael T. Sheehan

	 
	 	
Name:

	
Michael T. Sheehan

	 
	 	
Title:

	
Vice President and Secretary

	 
	 	 	 	 
	
Riros Corporation

	 
	 	 	 	 
	
By:

	
/s/ Michael T. Sheehan

	 
	 	
Name:

	
Michael T. Sheehan

	 
	 	
Title:

	
Vice President and Secretary

	 










[Signature Page to Joinder Agreement to the Registration Rights Agreement]




















	
Riros Group Inc.

	 
	 	 	 	 
	
By:

	
/s/ Michael T. Sheehan

	 
	 	
Name:

	
Michael T. Sheehan

	 
	 	
Title:

	
Vice President and Secretary

	 
	 	 	 	 
	
SinfulColors Inc.

	 
	 	 	 	 
	
By:

	
/s/ Michael T. Sheehan

	 
	 	
Name:

	
Michael T. Sheehan

	 
	 	
Title:

	
Vice President and Secretary

	 
	 	 	 	 
	
Realistic Roux Professional Products Inc.

	 
	 	 	 	 
	
By:

	
/s/ Michael T. Sheehan

	 
	 	
Name:

	
Michael T. Sheehan

	 
	 	
Title:

	
Vice President and Secretary

	 
	 	 	 	 
	
Beautyge U.S.A., Inc.

	 
	 	 	 	 
	
By:

	
/s/ Michael T. Sheehan

	 
	 	
Name:

	
Michael T. Sheehan

	 
	 	
Title:

	
Vice President and Secretary

	 
	 	 	 	 
	
Roux Laboratories, Inc.

	 
	 	 	 	 
	
By:

	
/s/ Michael T. Sheehan

	 
	 	
Name:

	
Michael T. Sheehan

	 
	 	
Title:

	
Vice President and Secretary

	 










[Signature Page to Joinder Agreement to the Registration Rights Agreement]




















	
Art & Science, Ltd.

	 
	 	 	 	 
	
By:

	
/s/ Michael T. Sheehan

	 
	 	
Name:

	
Michael T. Sheehan

	 
	 	
Title:

	
Vice President and Secretary

	 
	 	 	 	 
	
Beautyge Brands USA, Inc.

	 
	 	 	 	 
	
By:

	
/s/ Michael T. Sheehan

	 
	 	
Name:

	
Michael T. Sheehan

	 
	 	
Title:

	
Vice President and Secretary

	 
	 	 	 	 
	
Creative Nail Design, Inc.

	 
	 	 	 	 
	
By:

	
/s/ Michael T. Sheehan

	 
	 	
Name:

	
Michael T. Sheehan

	 
	 	
Title:

	
Vice President and Secretary

	 
	 	 	 	 
	
Revlon Professional Holding Company LLC

	 
	 	 	 	 
	
By:

	
/s/ Michael T. Sheehan

	 
	 	
Name:

	
Michael T. Sheehan

	 
	 	
Title:

	
Vice President and Secretary

	 
	 	 	 	 
	
Roux Properties Jacksonville, LLC

	 
	 	 	 	 
	
By:

	
/s/ Michael T. Sheehan

	 
	 	
Name:

	
Michael T. Sheehan

	 
	 	
Title:

	
Vice President and Secretary

	 










[Signature Page to Joinder Agreement to the Registration Rights Agreement]




















	
Elizabeth Arden, Inc.

	 
	 	 	 	 
	
By:

	
/s/ Michael T. Sheehan

	 
	 	
Name:

	
Michael T. Sheehan

	 
	 	
Title:

	
Vice President and Secretary

	 
	 	 	 	 
	
DF Enterprises, Inc.

	 
	 	 	 	 
	
By:

	
/s/ Michael T. Sheehan

	 
	 	
Name:

	
Michael T. Sheehan

	 
	 	
Title:

	
Vice President and Secretary

	 
	 	 	 	 
	
Elizabeth Arden (Financing), Inc.

	 
	 	 	 	 
	
By:

	
/s/ Michael T. Sheehan

	 
	 	
Name:

	
Michael T. Sheehan

	 
	 	
Title:

	
Vice President and Secretary

	 
	 	 	 	 
	
Elizabeth Arden International Holding, Inc.

	 
	 	 	 	 
	
By:

	
/s/ Michael T. Sheehan

	 
	 	
Name:

	
Michael T. Sheehan

	 
	 	
Title:

	
Vice President and Secretary

	 
	 	 	 	 
	
Elizabeth Arden Travel Retail, Inc.

	 
	 	 	 	 
	
By:

	
/s/ Michael T. Sheehan

	 
	 	
Name:

	
Michael T. Sheehan

	 
	 	
Title:

	
Vice President and Secretary

	 










[Signature Page to Joinder Agreement to the Registration Rights Agreement]




















	
FD Management, Inc.

	 
	 	 	 	 
	
By:

	
/s/ Michael T. Sheehan

	 
	 	
Name:

	
Michael T. Sheehan

	 
	 	
Title:

	
Vice President and Secretary

	 
	 	 	 	 
	
RDEN Management, Inc.

	 
	 	 	 	 
	
By:

	
/s/ Michael T. Sheehan

	 
	 	
Name:

	
Michael T. Sheehan

	 
	 	
Title:

	
Vice President and Secretary

	 
	 	 	 	 
	
Elizabeth Arden Investments, LLC

	 
	 	 	 	 
	
By:

	
/s/ Michael T. Sheehan

	 
	 	
Name:

	
Michael T. Sheehan

	 
	 	
Title:

	
Vice President and Secretary

	 
	 	 	 	 
	
Elizabeth Arden NM, LLC

	 
	 	 	 	 
	
By:

	
/s/ Michael T. Sheehan

	 
	 	
Name:

	
Michael T. Sheehan

	 
	 	
Title:

	
Vice President and Secretary

	 
	 	 	 	 
	
Elizabeth Arden USC, LLC

	 
	 	 	 	 
	
By:

	
/s/ Michael T. Sheehan

	 
	 	
Name:

	
Michael T. Sheehan

	 
	 	
Title:

	
Vice President and Secretary

	 










[Signature Page to Joinder Agreement to the Registration Rights Agreement]




















	
Merrill Lynch, Pierce, Fenner & Smith

	 
	
                      Incorporated

	 
	
Citigroup Global Markets Inc.

	 
	
For themselves and on behalf of

	 
	
the several Initial Purchasers

	 
	 	 	 	 
	
Merrill Lynch, Pierce, Fenner & Smith

	 
	
                      Incorporated

	 
	 	 	 	 
	
By:

	/s/ Adam Cady 	 
	 	
Name:

	Adam Cady 	 
	 	
Title:

	Managing Director	 
	 	 	 	 
	
Citigroup Global Markets Inc.

	 
	 	 	 	 
	
By:

	/s/ David Leland	 
	 	
Name:

	David Leland	 
	 	
Title:

	Managing Director	 















[Signature Page to Joinder Agreement to the Registration Rights Agreement]












Schedule 1


 


Guarantors







	
Guarantor Name

	
State or Other Jurisdiction of

Incorporation or Organization


	
Almay, Inc.

	
Delaware


	
Bari Cosmetics, Ltd.

	
Delaware


	
Charles Revson Inc.

	
New York


	
North America Revsale Inc.

	
New York


	
OPP Products, Inc.

	
Delaware


	
Revlon Development Corp.

	
Delaware


	
Revlon Government Sales, Inc.

	
Delaware


	
Revlon International Corporation

	
Delaware


	
Riros Corporation

	
New York


	
Riros Group Inc.

	
Delaware


	
SinfulColors Inc.

	
Delaware


	
Realistic Roux Professional Products Inc.

	
Delaware


	
Beautyge U.S.A., Inc.

	
Delaware


	
Roux Laboratories, Inc.

	
New York


	
Art & Science, Ltd.

	
Illinois


	
Beautyge Brands USA, Inc.

	
Delaware


	
Creative Nail Design, Inc.

	
California


	
Roux Properties Jacksonville, LLC

	
Florida


	
Revlon Professional Holding Company LLC

	
Delaware


	
Elizabeth Arden, Inc.

	
Florida


	
DF Enterprises, Inc.

	
Delaware


	
Elizabeth Arden (Financing), Inc.

	
Delaware


	
Elizabeth Arden Travel Retail, Inc.

	
Delaware


	
FD Management, Inc.

	
Delaware


	
RDEN Management, Inc.

	
Delaware


	
Elizabeth Arden International Holding, Inc.

	
Delaware


	
Elizabeth Arden Investments, LLC

	
Delaware


	
Elizabeth Arden NM, LLC

	
Delaware


	
Elizabeth Arden USC, LLC

	
Delaware