Execution Version


 


 


$1,375,000,000


 


Term
Loan Agreement


 


Dated as of August 3, 2013


 


among



Revlon Consumer Products Corporation

as Borrower


 


and


 


The
Lenders Party Hereto


 


and


 


Citibank,
N.A. 

as Administrative Agent

and Collateral Agent


 


* * *


 


Weil,
Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153-0119


  




    	 



    	 



    

 


TABLE
OF CONTENTS


 


	 	 	PAGE
	 	 	 
	ARTICLE I	DEFINITIONS	1
	 	 	 
	Section 1.1.	Defined Terms	1
	 	 	 
	Section 1.2.	Other Definitional Provisions	46
	 	 	 
	ARTICLE II	AMOUNTS AND TERMS OF TERM LOAN COMMITMENTS	47
	 	 	 
	Section 2.1.	Term Loan Commitments	47
	 	 	 
	Section 2.2.	Obligations of the Company	47
	 	 	 
	Section 2.3.	Procedure for Borrowing Term Loans	48
	 	 	 
	Section 2.4.	Amortization of Term Loans	48
	 	 	 
	Section 2.5.	Use of Proceeds of Term Loans	49
	 	 	 
	Section 2.6.	Facility Increase	49
	 	 	 
	Section 2.7.	Specified Refinancing	50
	 	 	 
	ARTICLE III	[Intentionally Omitted]	52
	 	 	 
	ARTICLE IV	[Intentionally Omitted]	52
	 	 	 
	ARTICLE V	[Intentionally Omitted]	52
	 	 	 
	ARTICLE VI	[Intentionally Omitted]	52
	 	 	 
	ARTICLE VII	PROVISIONS RELATING TO CERTAIN EXTENSIONS OF CREDIT; FEES AND PAYMENT	52
	 	 	 
	Section 7.1.	[Intentionally Omitted]	52
	 	 	 
	Section 7.2.	Optional Prepayments	53
	 	 	 
	Section 7.3.	Mandatory Prepayments	57
	 	 	 
	Section 7.4.	Application of Payments	58
	 	 	 
	Section 7.5.	Interest Rate and Payment Dates; Risk Participation Fees	59
	 	 	 
	Section 7.6.	[Intentionally Omitted]	59
	 	 	 
	Section 7.7.	Conversion Options, Minimum Tranches and Maximum Interest Periods	59
	 	 	 
	Section 7.8.	Inability to Determine Interest Rate	60
	 	 	 
	Section 7.9.	Illegality	61
	 	 	 
	Section 7.10.	Requirements of Law; Changes of Law	61
	 	 	 
	Section 7.11.	Indemnity	62
	 	 	 
	Section 7.12.	Taxes	63
	 	 	 
	Section 7.13.	[Intentionally Omitted]	66
	 	 	 
	Section 7.14.	Computation of Interest and Fees	66


 




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TABLE OF CONTENTS

(continued)


 


	 	 	PAGE
	 	 	 
	Section 7.15.	Pro Rata Treatment and Payments	66
	 	 	 
	Section 7.16.	Substitution of Lenders	68
	 	 	 
	ARTICLE VIII	REPRESENTATIONS AND WARRANTIES	69
	 	 	 
	Section 8.1.	Corporate Existence	69
	 	 	 
	Section 8.2.	Corporate Power	69
	 	 	 
	Section 8.3.	No Legal Bar to Loans	70
	 	 	 
	Section 8.4.	No Material Litigation	70
	 	 	 
	Section 8.5.	No Default	70
	 	 	 
	Section 8.6.	Ownership of Properties; Liens	70
	 	 	 
	Section 8.7.	Taxes	71
	 	 	 
	Section 8.8.	ERISA	71
	 	 	 
	Section 8.9.	Financial Condition	72
	 	 	 
	Section 8.10.	No Change	72
	 	 	 
	Section 8.11.	Federal Regulations	72
	 	 	 
	Section 8.12.	Investment Company Act	73
	 	 	 
	Section 8.13.	Company Information; Matters Relating to Subsidiaries	73
	 	 	 
	Section 8.14.	Mortgages	73
	 	 	 
	Section 8.15.	Solvency	73
	 	 	 
	Section 8.16.	Environmental Matters	73
	 	 	 
	Section 8.17.	Models	74
	 	 	 
	Section 8.18.	Disclosure	75
	 	 	 
	Section 8.19.	Regulation H	75
	 	 	 
	Section 8.20.	Affiliate Obligations	75
	 	 	 
	Section 8.21.	Indebtedness Owing to Affiliates	75
	 	 	 
	Section 8.22.	Insolvency Proceedings	75
	 	 	 
	Section 8.23.	OFAC	75
	 	 	 
	Section 8.24.	Anti-Terrorism Laws	76
	 	 	 
	Section 8.25.	Patriot Act; Foreign Corrupt Practices Act	76
	 	 	 
	ARTICLE IX	CONDITIONS PRECEDENT	76
	 	 	 
	Section 9.1.	Conditions to Extensions of Credit	76
	 	 	 
	Section 9.2.	Conditions to Each Facility Increase and Specified Refinancing	79


 




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TABLE OF CONTENTS

(continued)


 


	 	 	PAGE
	 	 	 
	Section 9.3.	Certain Funds	81
	 	 	 
	ARTICLE X	AFFIRMATIVE COVENANTS	81
	 	 	 
	Section 10.1.	Financial Statements	82
	 	 	 
	Section 10.2.	Certificates; Other Information	82
	 	 	 
	Section 10.3.	Payment of Obligations	83
	 	 	 
	Section 10.4.	Conduct of Business and Maintenance of Existence	84
	 	 	 
	Section 10.5.	Maintenance of Property; Insurance	84
	 	 	 
	Section 10.6.	Inspection of Property; Books and Records; Discussions	84
	 	 	 
	Section 10.7.	Notices	84
	 	 	 
	Section 10.8.	Maintenance of Corporate Identity	85
	 	 	 
	Section 10.9.	Environmental Laws	85
	 	 	 
	Section 10.10.	Additional Guaranties	86
	 	 	 
	Section 10.11.	Additional Stock Pledges	86
	 	 	 
	Section 10.12.	Additional Collateral	87
	 	 	 
	Section 10.13.	Asset Transfers	88
	 	 	 
	Section 10.14.	Intellectual Property	88
	 	 	 
	Section 10.15.	Additional Mortgages	91
	 	 	 
	Section 10.16.	Post-Closing Matters	91
	 	 	 
	Section 10.17.	[Intentionally Omitted]	91
	 	 	 
	Section 10.18.	Tax Reporting	91
	 	 	 
	Section 10.19.	Control Accounts; Approved Deposit Accounts	91
	 	 	 
	ARTICLE XI	NEGATIVE COVENANTS	92
	 	 	 
	Section 11.1.	Financial Covenant	92
	 	 	 
	Section 11.2.	Indebtedness	92
	 	 	 
	Section 11.3.	Limitation on Liens	95
	 	 	 
	Section 11.4.	[Intentionally Omitted]	99
	 	 	 
	Section 11.5.	Limitation on Fundamental Changes	99
	 	 	 
	Section 11.6.	Limitation on Sale of Assets	100
	 	 	 
	Section 11.7.	Limitation on Restricted Payments	101
	 	 	 
	Section 11.8.	Limitation on Investments	104
	 	 	 
	Section 11.9.	Limitation on Payments on Account of Debt	107


 




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TABLE OF CONTENTS

(continued)


 


	 	 	PAGE
	 	 	 
	Section 11.10.	Limitation on Transactions with Affiliates	109
	 	 	 
	Section 11.11.	Hazardous Materials	111
	 	 	 
	Section 11.12.	Accounting Changes	111
	 	 	 
	Section 11.13.	Limitation on Negative Pledge Clauses	111
	 	 	 
	Section 11.14.	Amendment of Company Tax Sharing Agreement	112
	 	 	 
	Section 11.15.	Limitations on Restrictions on Subsidiary Distributions	112
	 	 	 
	Section 11.16.	Limitation on Activities of RPH	114
	 	 	 
	Section 11.17.	Prohibition on Speculative Hedging Transactions	114
	 	 	 
	ARTICLE XII	EVENTS OF DEFAULT	115
	 	 	 
	Section 12.1.	Events of Default	115
	 	 	 
	Section 12.2.	Right to Cure	119
	 	 	 
	ARTICLE XIII	THE AGENTS	119
	 	 	 
	Section 13.1.	Authorization and Action	120
	 	 	 
	Section 13.2.	Agents’ Reliance, Etc	121
	 	 	 
	Section 13.3.	Posting of Approved Electronic Communications	121
	 	 	 
	Section 13.4.	The Agents Individually	122
	 	 	 
	Section 13.5.	Lender Credit Decision	122
	 	 	 
	Section 13.6.	Indemnification	122
	 	 	 
	Section 13.7.	Successor Agent	123
	 	 	 
	Section 13.8.	Concerning the Collateral and the Security Documents	123
	 	 	 
	ARTICLE XIV	MISCELLANEOUS	124
	 	 	 
	Section 14.1.	Amendments and Waivers	124
	 	 	 
	Section 14.2.	Notices	127
	 	 	 
	Section 14.3.	No Waiver; Cumulative Remedies	129
	 	 	 
	Section 14.4.	Survival of Representations and Warranties	129
	 	 	 
	Section 14.5.	Payment of Expenses	129
	 	 	 
	Section 14.6.	Assignments and Participations; Binding Effect	130
	 	 	 
	Section 14.7.	Adjustments; Set-off	134
	 	 	 
	Section 14.8.	[Intentionally Omitted]	134
	 	 	 
	Section 14.9.	[Intentionally Omitted]	134
	 	 	 
	Section 14.10.	Intercreditor Agreement	134



 






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TABLE OF CONTENTS

(continued)







 


	 	 	PAGE
	 	 	 
	Section 14.11.	Severability; Conflicts	135
	 	 	 
	Section 14.12.	Counterparts; Confidentiality	135
	 	 	 
	Section 14.13.	Submission to Jurisdiction; Waivers	135
	 	 	 
	Section 14.14.	Acknowledgements	136
	 	 	 
	Section 14.15.	USA PATRIOT Act	136
	 	 	 
	Section 14.16.	Governing Law	136
	 	 	 
	Section 14.17.	Indemnities	137
	 	 	 
	Section 14.18.	Limitation of Liability	138


  




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	Schedules	 
	 	 
	Schedule I	Lenders; Addresses for Notices
	Schedule II	Term Loan Commitments
	Schedule 1.1(a)	Existing Hedging Contracts
	Schedule 8.13(a)	Company Information
	Schedule 8.13(b)	Subsidiaries of the Company; Subsidiaries Scheduled for Dissolution
	Schedule 10.16	Post-Closing Matters
	Schedule 11.3(g)	Existing Liens
	Schedule 11.6	Disposition Assets
	Schedule 11.8(p)	Existing Investments
	Schedule 12.1(p)	Existing Parent Agreements



 


	Exhibits	 
	 	 
	Exhibit A	Form of Note
	Exhibit B	[Intentionally Omitted]
	Exhibit C	[Intentionally Omitted]
	Exhibit D	[Intentionally Omitted]
	Exhibit E	[Intentionally Omitted]
	Exhibit F	[Intentionally Omitted]
	Exhibit G	Form of Mortgage
	Exhibit H	Form of Notice of Borrowing
	Exhibit I	Form of Notice of Conversion or Continuation
	Exhibit J	Form of Affiliate Subordination Letter
	Exhibit K	[Intentionally Omitted]
	Exhibit L	Form of Assignment and Acceptance
	Exhibit M	Form of Compliance Certificate
	Exhibit N	Form of Capital Contribution Note
	Exhibit O	[Intentionally Omitted]
	Exhibit P	[Intentionally Omitted]
	Exhibit Q	Form of U.S. Tax Compliance Certificate



 



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Term
Loan Agreement, dated as of August 3, 2013 (the “Effective Date”), among
Revlon Consumer Products Corporation, a Delaware corporation (the “Company”), the Lenders (as defined
below), and Citibank, N.A. (“Citibank”), as administrative agent
for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties
(as defined below) (in such capacity, the “Collateral Agent”).


 


Witnesseth:


 


Whereas,
the Company entered into the Third Amended and Restated Term Loan Agreement, dated as of May 19, 2011, among the Company,
the lenders party thereto and Citicorp USA, Inc., as administrative agent and collateral agent for the lenders (as amended, amended
and restated, modified or otherwise supplemented prior to the date hereof, the “Existing Term Loan Agreement”);


 


Whereas,
the Company has entered into that certain Share Sale and Purchase Agreement dated as of August 3, 2013 (as amended, amended and
restated, modified or otherwise supplemented in accordance with Section 9.1(c), the “Acquisition Agreement”)
by and between the Company and Beauty Care Professional Products Participations, S.A., Romol Hair & Beauty Group, S.L., Norvo,
S.L. and Staubinus España, S.L. (collectively, the “Sellers”) pursuant to which the Company will acquire
The Colomer Group Participations, S.L., a limited liability company organized under the laws of Spain (such company, together with
its Subsidiaries, the “Acquired Business” and such acquisition, the “Colomer Acquisition”);


 


Whereas,
in connection with the Colomer Acquisition, the Company has requested that the Lenders make available for the purposes specified
in this Agreement, a term loan credit facility;


 


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


 


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


 


ARTICLE
I



DEFINITIONS


 


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


 


“Accepted
Discount” shall have the meaning specified in Section 7.2(b).


 


“Accepted
Prepayment Amount” shall mean, with respect to any Accepting Lender, the aggregate principal amount of such Lender’s
outstanding Term Loans for which such Lender is willing to accept a Discounted Term Loan Prepayment under Section 7.2(b),
as indicated in its Response.


 


“Accepting
Lender” shall mean each Lender that delivers a Response by the Response Time indicating that it is willing to accept
a Discounted Term Loan Prepayment under Section 7.2(b).


 




    	 



    	 



    

  


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


 


“Acquisition
Agreement” shall have the meaning assigned to such term in the recitals to this Agreement.


 


“Additional
Intercreditor Agreement” shall have the meaning assigned to such term in the definition of Permitted Junior Liens.


 


“Additional
Senior Notes” shall have the meaning assigned to such term in Section 11.2(b)(ii).


 


“Adjusted
Consolidated Net Income” shall mean, for any period, the Consolidated Net Income (or loss) for such period, adjusted
to the extent included in calculating such Consolidated Net Income (or loss), by excluding:


 


(i)          net
after tax extraordinary or non-recurring gains or losses (less all fees and expenses relating thereto), including any gains
from optional prepayments made under Section 7.2(b), and any restructuring charges or expenses (including any severance
expenses);


 


(ii)         the
portion of net income (or loss) of the Company and its consolidated Subsidiaries attributable to minority interests in unconsolidated
Persons except to the extent that, in the case of net income, cash dividends or distributions have actually been received by the
Company or one of its consolidated Subsidiaries (subject, in the case of a dividend or distribution received by a Subsidiary of
the Company, to the limitations contained in clause (v) below) and, in the case of net loss, the Company or any
of its Subsidiaries has actually contributed, lent or transferred cash to such unconsolidated Person;


 


(iii)        net
gains or losses in respect of dispositions of assets of the Company or any of its Subsidiaries (including pursuant to a sale-and-leaseback
arrangement) other than in the ordinary course of business;


 


(iv)        the
net income of any Subsidiary of the Company to the extent that the declaration of dividends or distributions by that Subsidiary
of that income is not at the time permitted, directly or indirectly, by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulations applicable to that Subsidiary or its shareholders,
unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided
that Adjusted Consolidated Net Income will be increased by the amount of dividends or other distributions or other payments
actually paid in cash (or to the extent converted into cash) to the Company or a Subsidiary thereof in respect of such period,
to the extent not already included therein;


 


(v)         net
income or loss of any Non-Recourse Subsidiary, except that the equity of the Company or any of its Subsidiaries in the net income
of any such Non-Recourse Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount
of cash actually distributed by such Non-Recourse Subsidiary during such period to such Person as a dividend or other distribution;


 




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(vi)        the
net after-tax cumulative effect of any change in accounting principles or change in accounting rules;


 


(vii)       net
after-tax gains and losses from Hedging Contracts, obligations in respect of any arrangement for treasury, depository, overdraft
or other cash management services or derivative instruments or from early extinguishment of Indebtedness;


 


(viii)      any
net after-tax impairment charge or asset write-off, in each case pursuant to GAAP;


 


(ix)         any
net after-tax noncash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted
stock or other rights to officers, directors, employees, managers or consultants;


 


(x)          increase
in amortization or depreciation or other noncash charges (including, without limitation, any non-cash fair value adjustment of
inventory) resulting from the application of purchase accounting in relation to any acquisition that is consummated at or after
March 11, 2010;


 


(xi)         non-cash
cost related to the termination of any employee pension benefit plan, together with any related provision for taxes on any such
termination (or the tax effect of any such termination);


 


(xii)        deferred
financing costs amortized or written off, and premiums and prepayment penalties paid in connection with transactions contemplated
by this Agreement, the Multi-Currency Credit Agreement, the Existing Term Loan Agreement and the Existing Multi-Currency Credit
Agreement, and any expenses (including professional fees) to the extent not deferred and paid in connection with such transactions
or any other acquisition or disposition that is consummated after March 11, 2010;


 


(xiii)       net
after-tax gain or loss resulting in such period from currency transaction gains or losses related to currency remeasurements of
Indebtedness;


 


(xiv)      non-cash
gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP and related
interpretations, together with the tax effects of such items; and


 


(xvv)        charges
resulting from the application of Accounting Standards Codification Topic 805 “Business Combinations” or Accounting
Standards Codification Topic 480 “Distinguishing Liability from Equity” together with the tax effects of such
charges.


 


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


 




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“Affected
Lender” shall have the meaning assigned to such term in Section 7.16.


 


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


 


“Affiliate”
of any Person shall mean any other Person (other than, in the case of the Company and its Subsidiaries, a Subsidiary of the Company
or a Permitted Joint Venture referred to in Section 11.10(b)(v)) which, directly or indirectly, is in control of, is
controlled by, or is under common control with, the first Person. For purposes of this definition, a Person shall be deemed to
be “controlled by” another Person if such other Person possesses, directly or indirectly, power to direct or
cause the direction of the management and policies of such first Person whether by contract or otherwise.


 


“Affiliate
Subordination Letter” shall mean the collective reference to each Letter Agreement, to be executed and delivered pursuant
hereto, in each case by each Affiliate of the Company (other than officers and directors of the Company) which from time to time
holds any Indebtedness of the Company or any of its Subsidiaries (other than (i) trade credit in the ordinary course of business,
(ii) any Capital Contribution Note, (iii) any Indebtedness permitted under Section 11.2(i), (o) or (p) or
(iv) any Indebtedness of the Company or any of its Subsidiaries of a class that is publicly held or issued pursuant to a Rule 144A
offering, including Indebtedness issued pursuant to an Indenture), substantially in the form of Exhibit J, as the same may
be amended, supplemented or otherwise modified from time to time.


 


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


 


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


 


“Aggregate
Term Loan Commitment” shall mean, at any time, the aggregate amount of the Term Loan Commitments of all Lenders then
in effect. The original amount of the Aggregate Term Loan Commitment is $1,375,000,000 plus additional amounts as contemplated
by the Commitment Letter or the Fee Letter to the extent borrowed to fund fees (including original issue discount fees) with respect
to the Term Loan Facility as provided therein.


 


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


 


“All-in-Yield”
shall mean, as of any date of determination, with respect to any Indebtedness, the all-in-yield to maturity (whether in the form
of interest rates and margins, including, without limitation, any interest rate floors in effect on such date of determination,
original issue discounts, all upfront or similar fees (but excluding any bona fide arrangement, structuring, underwriting or similar
fees paid to arrangers for such Indebtedness) or otherwise); provided, however, that upfront or similar fees and
original issue discounts shall be equated to interest rate assuming a four-year life to maturity (or, if less, the stated life
to maturity at the time of the incurrence of the applicable Indebtedness), in each case, as determined by the Administrative Agent
in its reasonable discretion.


 




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“Alternate
Base Rate” for any day shall mean a rate per annum (rounded upwards, if necessary, to the next 1/16th of 1%) equal to
the greater of (a) the rate of interest announced publicly by Citibank in New York, New York, from time to time, as its base rate
and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%, provided, that in no event shall the Alternate
Base Rate be less than 2.00% per annum.


 


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


 


“Amending
Lender” shall have the meaning assigned to such term in Section 14.1(d).


 


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


 


“Applicable
Discount” shall mean (a) (i) with respect to any Discount Range Prepayment Offer, the highest Accepted Discount which,
when taking the sum of the Accepted Prepayment Amounts of all Accepting Lenders whose Accepted Discounts are equal to or higher
than such Accepted Discount, yields an amount that is equal to or greater than the Offered Prepayment Amount and (ii) with respect
to any Prepayment Discount Solicitation, the highest Offered Discount which, when taking the sum of the Accepted Prepayment Amounts
of all Accepting Lenders whose Offered Discounts are equal to or higher than such Offered Discount, would yield an amount that
is equal to or greater than the Offered Prepayment Amount, in each case, as calculated (subject to any rounding requirements) by
the Administrative Agent in its sole reasonable discretion in consultation with the Company or (b) if the sum of the Accepted Prepayment
Amounts of all Accepting Lenders is less than the Offered Prepayment Amount, the lowest Accepted Discount or Offered Discount,
as applicable.


 


“Applicable
Margin” shall mean with respect to Term Loans maintained as (i) Alternate Base Rate Loans, a rate equal to 2.00% per
annum and (ii) Eurodollar Loans, a rate equal to a rate equal to 3.00% per annum.


 


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


 


“Approved
Electronic Communications” shall mean each notice, demand, communication, information, document and other material that
any Loan Party is obligated to, or otherwise chooses to, provide to the Administrative Agent pursuant to any Loan Document or the
transactions contemplated therein, including (a) any supplement to the Guaranty, any joinder to the Pledge and Security Agreement
and any other written Contractual Obligation delivered or required to be delivered in respect of any Loan Document or the transactions
contemplated therein and (b) any financial and other report, notice, request, certificate and other information material; provided,
however, that, “Approved Electronic Communication” shall exclude (i) any Notice of Borrowing, Notice
of Conversion or Continuation, and any other notice, demand, communication, information, document and other material relating to
a request for a new, or a conversion of an existing, Loan, (ii) any notice pursuant to Section 7.2 or 7.3 and
any other notice relating to the payment of any principal or other amount due under any Loan Document prior to the scheduled date
therefor, (iii) any notice of any Default or Event of Default (including any Notice of Actionable Default) and (iv) any notice,
demand, communication, information, document and other material required to be delivered to satisfy any of the conditions set forth
in Article IX or any condition precedent to the effectiveness of this Agreement.


 




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


 


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


 


“Arrangers”
shall mean the collective reference to the Joint Lead Arrangers and the Joint Bookrunners; individually, an “Arranger”.


 


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


 


“Audited
Financial Statements” shall mean a collective reference to the Audited Financial Statements of the Acquired Business
and the Audited Financial Statements of the Company.


 


“Audited
Financial Statements of the Acquired Business” shall have the meaning specified in Section 9.1(l).


 


“Audited
Financial Statements of the Company” shall have the meaning specified in Section 9.1(k).


 


“Available
Amount” means, as of any date of determination, the sum, without duplication, of:


 


(a)          50%
of the Adjusted Consolidated Net Income accrued during the period (treated as one (1) accounting period) beginning on January 1,
2010 to the end of the most recent fiscal quarter for which financial statements of the Company have been delivered in accordance
with this Agreement; minus


 


(b)          the
sum of the aggregate amount, as of such date of determination, of all (i) prepayments of the Loans made using the Available
Amount after March 11, 2010 pursuant to Section 7.2(b)(i)(B), (ii) Restricted Payments made after March 11, 2010 using
the Available Amount pursuant to Section 11.7(a)(vii), (iii) Investments made using the Available Amount after March
11, 2010 pursuant to Section 11.8(n) and (iv) defeasances, prepayments or repurchases made using the Available Amount
after March 11, 2010 pursuant to Section 11.9(c)(viii).


 


“Available
Contribution” means, as of any date of determination, the sum, without duplication, of:


 




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(a)          cash
or other property received by the Company after March 11, 2010 as Capital Contributions; minus


 


(b)          the
sum of the aggregate amount, as of such date of determination, of all (i) prepayments of the Loans made using the Available
Contribution after the Closing Date pursuant to Section 7.2(b)(i)(C), (ii) Restricted Payments made after the Closing
Date using the Available Contribution pursuant to Section 11.7(a)(ix), (iii) Investments made using the Available Contribution
after the Closing Date pursuant to Section 11.8(l), (iv) defeasances, prepayments or repurchases made using the Available
Contribution after the Closing Date pursuant to Section 11.9(c)(vii) and (v) any such amount used as the Cure Amount,
the Multi-Currency Credit Agreement Cure Amount or for similar purposes with respect to any other Indebtedness.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Capital
Lease” means, with respect to any Person, any lease of, or other arrangement conveying the right to use, property by
such Person as lessee that would be accounted for as a capital lease on a balance sheet of such Person prepared in conformity with
GAAP.


 


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


 




    	7



    	 



    

  


“Capital
Stock” of any Person means, collectively, any and all Stock and Stock Equivalents of such Person.


 


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


 


“Cash
Equivalents” shall mean (a) securities issued or fully guaranteed or insured by the United States federal government
or any agency thereof, (b) certificates of deposit and eurodollar time deposits with maturities of one (1) year or less from the
date of acquisition and overnight bank deposits of any Lender or any Multi-Currency Lender or of any commercial bank or any other
financial institution having capital and surplus in excess of $500,000,000, (c) repurchase obligations of any Lender or any Multi-Currency
Lender or of any commercial bank or any other financial institution satisfying the requirements of clause (b) of this
definition, having a term of not more than thirty (30) days with respect to securities issued or fully guaranteed or insured by
the United States federal government, (d) commercial paper of a domestic issuer rated (on the date of acquisition thereof) at least
A-2 by S&P or P-2 by Moody’s, (e) securities with maturities of one (1) year or less from the date of acquisition issued
or fully guaranteed by any state, commonwealth or territory of the United States or by any political subdivision or taxing authority
of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory,
political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s,
(f) securities with maturities of one (1) year or less from the date of acquisition backed by standby letters of credit issued
by any Lender or any Multi-Currency Lender or any commercial bank or any other financial institution satisfying the requirements
of clause (b) of this definition, (g) shares of money market mutual or similar funds having assets in excess of $250,000,000
and which invest exclusively in assets satisfying the requirements of clause (a) of this definition or (h) shares of
money market mutual or similar funds having assets in excess of $500,000,000 and which invest exclusively in assets satisfying
the requirements of any other clause of this definition.


 


“Certain
Funds Period” means the period from and including the date of this Agreement to and including the earlier of (and including):
(i) the funding of the Loans on the Closing Date; and (ii) the Termination Date.


 


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


 


“Clean-Up
Default” shall have the meaning specified in Section 12.1.


 




    	8



    	 



    

  


“Clean-Up
Period” shall have the meaning specified in Section 12.1.


 


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


 


“Co-Documentation
Agents” shall mean any Person designated as a Co-Documentation Agent pursuant to the terms of the Commitment Letter.


 


“Co-Syndication
Agents” shall mean any Person designated as a Co-Syndication Agent pursuant to the terms of the Commitment Letter.


 


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


 


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


 


“Collateral
Agent” shall have the meaning specified in the preamble to this Agreement, and shall include any successor “Collateral
Agent” pursuant to Section 2.4 of the Intercreditor Agreement.


 


“Colomer
Acquisition” shall have the meaning assigned to such term in the recitals to this Agreement.


 


“Commitment
Letter” shall mean that certain Commitment Letter, dated as of the date hereof, by and between Citigroup Global Markets
Inc. and the Company.


 


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


 


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


 


“Commodity
Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any
successor statute.


 


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


 


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


 


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


 




    	9



    	 



    

 


“Company
Competitor” shall mean any Person that is or becomes a competitor of the Company or any of its Subsidiaries (including
the Acquired Business) or is or becomes an Affiliate or Subsidiary of any such Person, in each case as specifically identified
by the Company to the Administrative Agent from time to time in writing (whether before, on or after the date hereof); provided,
however, that Company Competitor shall not include any bona fide debt fund or investment vehicle (other than a Disqualified
Institution referred to in clause (a) of the definition thereof) that is engaged in making, purchasing, holding or
otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business which is managed, sponsored
or advised by any Affiliate of such competitor or Affiliate thereof, as applicable, and for which no personnel involved with the
investment in such competitor or Affiliate thereof, as applicable, (i) makes (or has the right to make or participate with
others in making) any investment decisions or (ii) has access to any information (other than publicly available information)
relating to the Company or the Acquired Business or any entity that forms a part of the Company’s or the Acquired Business’
business (including Subsidiaries of the Company or the Acquired Business).


 


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


 


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


 


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


 


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


 


“Consolidated
Net Tangible Assets” shall mean, with respect to any Person at any date, in accordance with GAAP, total assets of such
Person less (a) Consolidated Current Liabilities of such Person and its Subsidiaries and (b) intangible assets of such Person
and its Subsidiaries, in each case, as reflected on a consolidated balance sheet of such Person and its Subsidiaries. For
the avoidance of doubt, any Indebtedness, Lien or Investment permitted to be incurred or made hereunder pursuant to Section 11.2(d),
11.2(k), 11.2(l), 11.3(h), 11.8(k) or 11.8(o) by reference to the amount of Consolidated Net Tangible Assets at such
time shall continue to be permitted notwithstanding any fluctuations in the amount of Consolidated Net Tangible Assets subsequent
to such transaction.


 


“Consolidated
Total Assets” shall mean, with respect to any Person at any date, in accordance with GAAP, the total assets of such Person
on a consolidated basis.


 




    	10



    	 



    

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


 


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


 


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


 


“Contributed
Existing Subordinated Loan” shall mean the portion of the Indebtedness under the Existing Subordinated Loan that is as
of the Closing Date owed to and held by Revlon or a Subsidiary thereof, including any refinancing Indebtedness issued in respect
thereof.


 


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


 


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


 


“Cross
Default” of any Person shall mean (a) default in the payment of any amount when due (whether at maturity or by acceleration)
on any of its Indebtedness (other than any such default in respect of any Loan) or in the payment of any matured Contingent Obligation
in respect of any Indebtedness of any other Person (except for any such payments on account of any such Indebtedness and Contingent
Obligations in an aggregate principal amount at any one time outstanding of up to $50,000,000 (or, with respect to any other currency,
the Equivalent thereof)), (b) default in the observance or performance of any other agreement or condition relating to any such
Indebtedness or Contingent Obligation (except for any such Indebtedness and Contingent Obligations in an aggregate principal amount
at any one time outstanding of up to $50,000,000 (or, with respect to any other currency, the Equivalent thereof)) or contained
in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the
effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary
or beneficiaries of such Contingent Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries)
to cause, with the giving of notice if required, such Indebtedness to become due or to be required to be redeemed or repurchased
prior to its stated maturity or such Contingent Obligation to become payable or (c) an “Event of Default” under
and as defined in the Multi-Currency Credit Agreement shall occur and be continuing.


 




    	11



    	 



    

  


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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“Designated
Eligible Obligations” shall mean, at any time, each of the following that are now or hereafter designated by the Company
pursuant to Section 10.1 of the Intercreditor Agreement (which designation shall not have been revoked by the Company
on or prior to such time thereunder) to be secured by the Collateral: (a) Indebtedness of the Company or any of its Recourse
Subsidiaries in an aggregate principal amount outstanding not to exceed at any time the greater of (i) $60,000,000 and (ii) 37.50%
of Consolidated Net Tangible Assets of the Company’s Foreign Subsidiaries (or, with respect to any other currency, the Equivalent
in Dollars thereof) at the time any such Indebtedness is incurred (including any such Indebtedness owing to any Agent or any of
its Affiliates and guaranteed by the Company), (b) obligations of the Company or any of its Subsidiaries in respect of the undrawn
portion of the face amount of or unpaid reimbursement obligations in respect of letters of credit permitted under Section 11.2(y)
(and all obligations in respect thereof, including any Contingent Obligation of the Company in respect thereof), (c) obligations
of the Company or any of its Subsidiaries in respect of Hedging Contracts set forth on Schedule 1.1(a) and outstanding
on the Closing Date and any other Hedging Contracts outstanding on the Closing Date that are “Designated Eligible Obligations”
under (and as defined in) the Existing Term Loan Agreement on the Closing Date, (d) obligations
of the Company or any of its Subsidiaries in respect of Hedging Contracts provided by a Person that is a Lender or a Multi-Currency
Lender or an Affiliate of a Lender or a Multi-Currency Lender
at the time such designation is made, or any other Person reasonably acceptable to the Administrative Agent or the Multi-Currency
Administrative Agent, as applicable, as the administrative agent for those Secured Parties whose Collateral will secure such Designated
Eligible Obligations on a first priority basis on or after the Closing Date,
in each case, to the extent such obligations are permitted under this Agreement, and (e) obligations of the Company or any
of its Subsidiaries in respect of treasury, depository, overdraft and other cash management arrangements maintained with a Person
that is a Lender or Multi-Currency Lender or an Affiliate of
a Lender or Multi-Currency Lender at the time such designation is made, or any other Person reasonably acceptable to the Administrative
Agent or the Multi-Currency Administrative Agent, as applicable, as the administrative agent for those Secured Parties whose Collateral
will secure such Designated Eligible Obligations on a first priority basis on or after the Closing Date, in each case, the holders
of which Indebtedness or their representatives have received a copy of the Intercreditor Agreement and the Pledge and Security
Agreement from the Company, prior to, or concurrently with, such designation. The term Designated Eligible Obligations shall not
include any Excluded Swap Obligations.


 


“Designated
Non-Cash Consideration” shall mean the fair market value of non-cash consideration received by the Company or
any Subsidiary in connection with a sale, transfer or other disposition made pursuant to Section 11.6(q) that is designated
as “Designated Non-Cash Consideration” pursuant to a certificate of a Responsible Officer of the Company setting forth
such fair market value (with the amount of Designated Non-Cash Consideration in respect of any sale, transfer or other disposition
being reduced for purposes of Section 11.6(q) to the extent the Company or such Subsidiary converts the same to cash
or Cash Equivalents (measured at the time received and without giving effect to any subsequent changes in value) within ninety
(90) days following the closing of the applicable transaction).


 


“Discount”
shall mean, with respect to any Discounted Term Loan Prepayment, the percentage discount to par applicable to such prepayment.


 


“Discount
Range” shall mean the range of minimum and maximum Discounts at which the Company is offering to prepay the Term Loans
pursuant to Section 7.2(b).


 


“Discount
Range Prepayment Offer” shall mean an offer by the Company to make a Discounted Term Loan Prepayment within a Discount
Range pursuant to Section 7.2(b).


 


“Discounted
Prepayment Effective Date” shall mean, (a) in the case of any Specified Discount Prepayment Offer or Discount Range Prepayment
Offer, the date that is five (5) Business Days after the Response Date and (b) in the case of any Prepayment Discount Solicitation,
the date that is five (5) Business Days after the Election Date.


 


“Discounted
Prepayment Notice” shall have the meaning assigned to such term in Section 7.2(b).


 




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“Discounted
Term Loan Prepayment” shall have the meaning assigned to such term in Section 7.2(b).


 


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


 


“Disqualified
Institution” shall mean (a) each bank, financial institution or other institutional lender identified on a list made
available to the Administrative Agent on or prior to the earlier of the Company’s acceptance of the Commitment Letter and
the Effective Date, (b) any Seller or its Affiliates or Subsidiaries to the extent identified in writing to the Administrative
Agent on or prior to the earlier of the Company’s acceptance of the Commitment Letter and the Effective Date and (c) any
Company Competitor. Notwithstanding the foregoing, any list of Disqualified Institutions shall be required to be available
to any Lender on a confidential basis that requests a copy of such list from the Administrative Agent.


 


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


 


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


 


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


 


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


 


(a)          Consolidated
Net Income for such period;


 




    	14



    	 



    

 


(b)          plus
(to the extent deducted in the determination of Consolidated Net Income and without duplication) the sum of (i) tax expense
on account of such period, (ii) Interest Expense (including, without limitation, fees, commissions, commitment fees and other
charges associated with standby letters of credit and other financing charges) for such period, (iii) depreciation and amortization
expense for such period, (iv) any losses in respect of currency fluctuations for such period, (v) any losses in respect of
equity earnings for such period, (vi) non-cash write-offs in respect of unamortized debt issuance costs, (vii) other write offs,
write downs and non-cash charges (excluding, however, any non-cash charge which requires an accrual of, or a reserve for, cash
disbursements in a future period), (viii) non-cash charges taken by the Company in respect of the issuance of Stock, Stock Equivalents
or stock appreciation rights of Revlon based on compensation to directors or employees of the Company or its Subsidiaries for compensation
or for repricing of outstanding stock options of such directors or employees, (ix) any losses from the Specified Dispositions,
(x) any losses from asset sales outside of the ordinary course of business permitted to be consummated under this Agreement, (xi)
non-cash goodwill or asset impairment charges for any period after December 31, 2009, (xii) any losses resulting from the
satisfaction of Indebtedness prior to the maturity thereof in connection with the consummation of the transactions contemplated
(A) under this Agreement, (B) to occur on the Closing Date and (C) any refinancing of Indebtedness permitted under this Agreement,
(xiii) amortization or writeoff of fees, charges and other expenses incurred in connection with any proposed refinancing of
Indebtedness that is not consummated, (xiv) any non-recurring restructuring charges or unusual or non-recurring expenses or
losses (specifically identified and itemized by the Company at the time taken, whether or not characterized as a restructuring
charge in accordance with GAAP), (xv) customary costs, fees and expenses (including prepayment premiums) incurred in connection
with any equity offering, Permitted Acquisition, Investment, permitted disposition, recapitalization, financing or refinancing
transaction by the Company or any of its Subsidiaries on or after March 11, 2010, including such fees, expenses or charges related
to the execution and delivery of this Agreement, the Multi-Currency Credit Agreement, the Existing Term Loan Agreement and the
Existing Multi-Currency Credit Agreement and the transactions contemplated hereby and thereby, in each case whether or not successful,
and any actual or proposed amendment or modification to the terms of any such transactions, (xvi) the amount of management,
monitoring, consulting and advisory fees and related expenses paid (or any accruals related to such fees or related expenses) (including
by means of a dividend) to the Parent to the extent permitted by this Agreement, (xvii) for purposes of determining compliance
with Section 11.1 only, the Cure Amount, if any, received by the Company for such period and permitted to be included
in EBITDA pursuant to Section 12.2 and (xviii) without duplication of any amounts under clause (xiv),
all costs and expenses incurred in defending, settling and compromising any pending or threatened litigation claim, action or legal
dispute up to an amount not to exceed $15,000,000 in such period;


 


(c)          minus
(to the extent included in the determination of Consolidated Net Income and without duplication) the sum of (i) interest income
for such period, (ii) extraordinary gains for such period (including any gains from optional prepayments made under Section 7.2(b)),
(iii) any gains in respect of currency fluctuations for such period, (iv) any gains in respect of equity earnings for such period,
(v) any gains from Specified Dispositions and (vi) any gains from asset sales outside of the ordinary course of business;


 


provided, however,
that, for purposes of the calculation of the First Lien Secured Leverage Ratio, Senior Secured Leverage Ratio
and the Total Leverage Ratio, (x) the EBITDA of any Person acquired, or the EBITDA attributable to any assets acquired,
by the Company or any of its Subsidiaries during the relevant calculation period (including the Acquired Business) shall be included,
on a pro forma basis, in the EBITDA of the Company as if such Person or such assets had been acquired on the first day of
the calculation period and (y) the amount of reasonably identifiable and factually supportable cost savings and synergies projected
by the Company in good faith to be realized in connection with the acquisition of any Person or assets referred to in clause (x)
above as a result of specified actions taken within 12 months of the date such acquisition is consummated, net of the amount of
actual benefits realized during such period from such actions, as specified in a certificate executed by a Responsible Officer
and delivered to the Administrative Agent, shall be included in the EBITDA of the Company on a pro forma basis as though
such cost savings and synergies had been realized on the first day of the calculation period.


 




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“ECF
Percentage” shall have the meaning assigned to such term in Section 7.3(a).


 


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


 


“Election
Date” shall have the meaning assigned to such term in Section 7.2(b).


 


“Election
Notice” shall have the meaning assigned to such term in Section 7.2(b).


 


“Eligible
Assignee” shall mean (a) a Lender or an Affiliate or Related Fund of any Lender, (b) a commercial bank having total assets
whose Equivalent in Dollars exceeds $5,000,000,000, (c) a finance company, insurance company or any other financial institution
or Fund, in each case reasonably acceptable to the Administrative Agent and regularly engaged in making, purchasing or investing
in loans and having a net worth, determined in accordance with GAAP, whose Equivalent in Dollars exceeds $250,000,000 (or, to the
extent net worth is less than such amount, a finance company, insurance company, other financial institution or Fund, reasonably
acceptable to the Administrative Agent and the Company) or (d) a savings and loan association or savings bank organized under the
laws of the United States or any state thereof having a net worth, determined in accordance with GAAP, whose Equivalent in Dollars
exceeds $250,000,000; provided, however, that any Affiliate of the Company or any Disqualified Institution shall
not be deemed an Eligible Assignee.


 


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


 


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


 


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


 


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


 




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


 


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


 


(a)          an
amount of a currency other than Dollars, the U.S. Dollar Equivalent; and


 


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


 


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


 


“Eurocurrency
Reserve Requirements” with respect to any Interest Period for any Eurodollar Loan shall mean the aggregate of the rates
(expressed as a decimal) of reserve requirements current on the date two (2) Working Days prior to the beginning of such Interest
Period (including, without limitation, basic, supplemental, marginal and emergency reserves under any regulations of the Board
of Governors of the Federal Reserve System or other governmental authority having jurisdiction with respect thereto), as now and
from time to time hereafter in effect, dealing with reserve requirements prescribed for eurocurrency funding (currently referred
to as “Eurocurrency liabilities” in Regulation D of such Board) required to be maintained by a member bank of
such System.


 


“Eurodollar
Base Rate” shall mean with respect to any Interest Period for any Eurodollar Rate Loan, the rate determined by the Administrative
Agent to be the offered rate for deposits in Dollars for the applicable Interest Period appearing on the Reuters Screen LIBOR01
Page as of 11:00 a.m., London time, on the second full Working Day next preceding the first day of each Interest Period. In the
event that such rate does not appear on the Reuters Screen LIBOR01 Page (or otherwise on the Reuters screen), the Eurodollar Base
Rate for the purposes of this definition shall be determined by reference to such other comparable publicly available service for
displaying eurodollar rates as may be selected by the Administrative Agent, provided, that in no event shall the Eurodollar
Base Rate be less than 1.00% per annum.


 






    	17



    	 



    

 


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


 


“Eurodollar
Rate” with respect to each Eurodollar Loan for each Interest Period shall mean the rate per annum (rounded upwards to
the nearest whole multiple of 1/100th of one percent (.01%)) equal to the following:


 





	Eurodollar Base Rate
	1.00 – Eurocurrency Reserve Requirements










 


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


 


“Excess
Cash Flow” shall mean, for the Company for any period, (a) EBITDA of the Company for such period plus (b) the
excess, if any, of the Working Capital of the Company at the beginning of such period less the Working Capital of the Company
at the end of such period minus (c) the sum of (without duplication) (i) scheduled and mandatory cash principal payments
on the Loans and Multi-Currency Loans and all other payments of Indebtedness (whether by mandatory or optional prepayment, defeasance,
repurchase or otherwise) (other than the Payment Obligations and “Payment Obligations” as defined in the Multi-Currency
Credit Agreement) of the Company and its Subsidiaries not prohibited under Section 11.9(c) during such period (excluding
(A) payments in respect of revolving loans, except to the extent that the applicable revolving commitments are permanently reduced
by the amount of such payments and (B) payments to the extent financed with the proceeds of other Indebtedness of the Company and
its Subsidiaries), (ii) scheduled and mandatory cash interest and fee payments on the Loans and other Indebtedness of the Company
and its Subsidiaries during such period, (iii) Capital Expenditures made by the Company or any of its Subsidiaries during such
period to the extent permitted by this Agreement, (iv) cash payments in respect of taxes during such period, (v) without duplication
of amounts deducted from Excess Cash Flow in prior periods, the aggregate amount of acquisition consideration and related fees,
charges and other expenses (A) paid in cash by the Company or any of its Subsidiaries during such period or (B) which are required
pursuant to binding contracts relating to acquisitions entered into prior or during such period to be paid in cash by the Company
or any of its Subsidiaries during the period of four consecutive fiscal quarters of the Company following the end of such period,
(vi) any cash payments made during such period against prior restructuring and growth plan charges in an amount not to exceed the
Company’s current reserves for such charges, (vii) the excess, if any, of the Working Capital of the Company at the end of
such period less the Working Capital of the Company at the beginning of such period, (viii) fees, charges and other expenses
(including prepayment premiums but not interest or principal) paid by the Company or any of its Subsidiaries in connection with
repurchasing, redeeming, defeasing or refinancing Indebtedness permitted to be refinanced, redeemed, defeased or refinanced under
this Agreement (whether or not such transaction is consummated), (ix) fees, charges and other expenses in connection with acquisitions
that are not consummated that are paid by the Company or any of its Subsidiaries during such period, (x) the aggregate amount of
any pension plan contributions made in cash by the Company and its Subsidiaries during such period and (xi) to the extent paid
in cash during such period, amounts described in clauses (b)(xiv), (b)(xv), (b)(xvi) or (b)(xviii) of the
definition of “EBITDA” that were added in determining EBITDA of the Company for such period.


 






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“Exchangeable
Stock” means any Capital Stock of a Person which by its terms or by the terms of any security for which it is exchangeable
at the option of the holder (other than Capital Stock of such Person which is neither Exchangeable Stock nor Redeemable Stock)
or otherwise is convertible or exchangeable at the option of the holder thereof for Indebtedness, Exchangeable Stock or Redeemable
Stock on or prior to the date that is one (1) year after the Term Loan Maturity Date; provided, however, that only the portion
of the Capital Stock which so matures or is so convertible or exchangeable prior to such date, shall be deemed to be Exchangeable
Stock; provided, further, however, that any Capital Stock that would constitute Exchangeable Stock solely because the holders
thereof have the right to require the Company or a Recourse Subsidiary of the Company to exchange such Capital Stock upon the occurrence
of a change of control or asset sale shall not constitute Exchangeable Stock if the terms of such Capital Stock (and all such securities
into which it is convertible or for which it is exchangeable) provide that the Company and the Recourse Subsidiaries may not exchange
any such Capital Stock (and all such securities into which it is convertible or for which it is exchangeable) pursuant to such
provision prior to compliance by the Company with the provisions of this Agreement described in Section 11.6 and such
repurchase or redemption complies with Section 11.7.


 


“Excluded
Subsidiary” shall mean collectively, (a) any Subsidiary that is a controlled foreign corporation (as defined in the Code,
a “CFC”), (b) any Subsidiary of a CFC,(c) any Subsidiary substantially all of whose assets consist (directly
or indirectly through its Subsidiaries) of Capital Stock in one or more CFCs, (d) any Subsidiary acquired after the date hereof
with respect to which the execution, delivery or performance by such Subsidiary of any Loan Document to which it would otherwise
be required by this Agreement to become a party would violate any Contractual Obligation or material Requirement of Law to which
such Subsidiary is a party, or by which such Subsidiary or any of its material properties or assets may be bound, or would result
in the creation or imposition of any Lien (other than under the Security Documents or as contemplated by the Intercreditor Agreement)
on any of its material properties or assets pursuant to the provisions of any Contractual Obligation or (e) any Subsidiary acquired
after the date hereof to the extent that providing a guaranty of or granting a security interest to secure the Obligations could
reasonably be likely to result in a material adverse tax consequence to the Company or as to which the Collateral Agent and the
Company reasonably agree that the cost or other consequence of obtaining such guarantee or security interest are excessive in relation
to the value afforded thereby.


 


“Excluded
Swap Obligation” shall mean (unless this definition is otherwise agreed between the Company and the Administrative Agent
or the Multi-Currency Administrative Agent, as applicable), with respect to any Guarantor, any Swap Obligation if, and to the extent
that, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure,
such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation
or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of
such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity
Exchange Act and the regulations thereunder at the time the guarantee of such Guarantor or the grant of such security interest
becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than
one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee
or security interest is or becomes illegal.


 






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“Existing
Guaranty” shall mean the Amended and Restated Guaranty, dated as of March 11, 2010, by the Guarantors party thereto.


 


“Existing
Intercreditor Agreement” shall mean the Third Amended and Restated Intercreditor and Collateral Agency Agreement, dated
as of March 11, 2010, among the Loan Parties, the administrative agent under the Existing Term Loan Agreement, the administrative
agent under the Existing Multi-Currency Credit Agreement, U.S. Bank Trust National Association and the collateral agent referred
to therein.


 


“Existing
Multi-Currency Agreement” shall mean the Credit Agreement, dated as of June 16, 2011, among the Company and the other
borrowers party thereto, the lenders and issuing lenders party thereto, the administrative agent and collateral agent thereunder,
as the same may be amended, amended and restated, supplemented or otherwise modified prior to the date hereof.


 


“Existing
Pledge and Security Agreement” shall mean the Third Amended and Restated Pledge and Security Agreement, dated as of
March 11, 2010, by the Company and each other Guarantor in favor of the Collateral Agent.


 


“Existing
Senior Notes” shall mean the notes in an aggregate principal amount not to exceed $500,000,000 issued by the Company
pursuant to the Senior Notes Indenture, as such Existing Senior Notes may be amended, supplemented or otherwise modified from
time to time to the extent permitted by Section 11.9.


 


“Existing
Subordinated Loan” shall mean the Amended and Restated Senior Subordinated Term Loan Agreement between the Company and
the lenders thereunder, dated as of April 30, 2012
(as amended from time to time), including any refinancing of such Indebtedness.


 


“Existing
Term Loan Agreement” shall have the meaning assigned to such term in the recitals to this Agreement.


 


“Facility
Increase” shall mean any Term Loan Increase, any Revolving Credit Increase (including the addition of a Revolving Credit
Facility) or any Letter of Credit Increase (including the addition of a Letter of Credit Facility).


 


“Facility
Increase Date” shall have the meaning assigned to such term in Section 2.6(b).


 


“FATCA”
shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version
that is substantively comparable and not materially more onerous to comply with), or any Treasury regulations promulgated thereunder
or official administrative interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code
or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in
connection with the implementation of such Sections of the Code.


 






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


 


“Fee
Letter” shall mean that certain Fee Letter, dated as of the date hereof, by and between Citigroup Global Markets Inc.
and the Company.


 


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


 


“First
Lien Secured Leverage Ratio” shall mean, for any period, the amount equal to the ratio of (a) Senior Secured Debt that
is secured by a Lien on the Term Loan Collateral (which Lien is not junior or subordinated to the Lien of the Lenders) on the last
day of such period to (b) EBITDA of the Company and its Subsidiaries for the period of four consecutive fiscal quarters ended on
the last day of such period.


 


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


 


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


 


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


 


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


 


“GAAP”
shall mean generally accepted accounting principles in the United States of America as in effect as of the date of, and used in,
the preparation of the audited consolidated financial statements of the Company and its Subsidiaries for the fiscal year ended
December 31, 2012, except that, with respect to the presentation of financial statements required to be furnished hereunder, GAAP
shall mean generally accepted accounting principles in the United States of America as in effect from time to time.


 


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


 






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


 


“Guarantors”
shall mean the collective reference to the guarantors party to the Guaranty; individually, a “Guarantor”; it
being understood and agreed that no Excluded Subsidiary shall be required to be a Guarantor.


 


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


 


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


 


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


 


“IFRS”
shall mean International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB), as in
effect from time to time.


 


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


 






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


 


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


 


“Insolvency
Proceedings” shall mean (a) any case, proceeding or other action commenced by the Company or any Material Existing Guarantor
(i) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization
or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, wind-up, liquidation, dissolution, composition or other relief with
respect to it or its debts, or (ii) seeking appointment of a receiver, trustee, custodian or other similar official for it or for
all or any substantial part of its assets; or (b) there shall be commenced against the Company or any Material Existing Guarantor
any such case, proceeding or other action referred to in clause (a) of this definition which results in the entry of
an order for relief or any such adjudication or appointment remains undismissed, undischarged or unbonded for a period of sixty
(60) days; or (c) there shall be commenced against the Company or any Material Existing Guarantor any case, proceeding or other
action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part
of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed
or bonded pending appeal within sixty (60) days from the entry thereof.


 


“Insolvent”
shall pertain to a condition of Insolvency.


 


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


 


“Intercreditor
Agreement” shall mean an Intercreditor Agreement, substantially in the form of the Existing Intercreditor Agreement,
among the Loan Parties, the Administrative Agent, the Multi-Currency Administrative Agent and the Collateral Agent.


 


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


 


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




 






    	23



    	 



    




  


“Interest
Payment Date” shall mean:


 


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


 


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


 


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


 


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


 


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


 


“Interest
Period” shall mean, (a) initially, with respect to any Eurodollar Loan, the period commencing on the borrowing date or
the initial date of conversion with respect to such Loan and ending one (1), three (3) or six (6) months or, if available to all
applicable Lenders, twelve (12) months thereafter (or, if approved by the Administrative Agent and available to all applicable
Lenders, any period shorter than one (1) month) as selected by the Company in a notice of borrowing or conversion, as the case
may be, as provided herein and (b) thereafter, each period commencing on the last day of the immediately preceding Interest Period
applicable to such Loan and ending one (1), three (3) or six (6) months or, if available to all applicable Lenders, twelve (12)
months thereafter (or, if approved by the Administrative Agent and available to all applicable Lenders, any period shorter than
one (1) month), in any such case as selected by the Company in accordance with the provisions of Section 7.7; provided,
however, that all of the foregoing provisions relating to Interest Periods are subject to the following:


 


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


 


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


 


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


 




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


 


“Investment”
shall have the meaning assigned to such term in Section 11.8.


 


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


 


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


 


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


 


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


 


“Irvington
Property” shall mean that certain real property located at 196 Coit Street, Irvington, New Jersey.


 


“Joint
Bookrunners” shall mean Citigroup Global Markets Inc. and any other Person designated as a Joint Bookrunner pursuant
to the terms of the Commitment Letter.


 


“Joint
Lead Arrangers” shall mean Citigroup Global Markets Inc. and any other Person designated as a Joint Lead Arranger pursuant
to the terms of the Commitment Letter.


 


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


 


“Lender”
shall mean each Person from time to time party hereto which holds a Term Loan Commitment or a Term Loan and any banks or other
financial institutions that become party to this Agreement from time to time; collectively, the “Lenders”.


 


“Letter
of Credit Facility” shall have the meaning assigned to such term in Section 2.6(a).


 


“Letter
of Credit Increase” shall have the meaning assigned to such term in Section 2.6(a).


 




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


 


“Loan”
shall mean any loan made by any Lender pursuant to this Agreement.


 


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


 


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


 


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


 


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


 


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


 


“Major
Default” means any of the following: (a) an Insolvency Proceeding has occurred and is continuing, (b) any actual
(or assertion in writing by the Company or any Material Existing Guarantor of) invalidity of any Loan Document, (c) it being
unlawful for the Company or any Material Existing Guarantor to perform their obligations under the Loan Documents or (d) any
Specified Representation, immediately before giving effect to the Colomer Acquisition, shall be untrue or incorrect in any material
respect.


 


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


 


“Material
Existing Guarantor” shall have the meaning assigned to such term in Section 9.1(a)(ii).


 


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


 


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


 




    	26



    	 



    

 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


“Mortgaged
Properties” shall mean the real property and improvements encumbered by the Mortgages; provided, however,
that the Irvington Property shall not be deemed to be a Mortgaged Property.


 


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


 


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


 


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


 


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


 




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“Multi-Currency
Credit Agreement” shall mean (a) (i) the Credit Agreement, dated as of the Effective Date, among the Company and the
other borrowers party thereto, the lenders and issuing lenders party thereto, the Multi-Currency Administrative Agent and the Collateral
Agent, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time or (ii) if the commitments
under the credit agreement described in clause (a)(i) above are permanently terminated pursuant to Section 3.1(a) thereof on or
before the Closing Date, the Existing Revolving Credit Agreement, as the same may be amended, amended and restated, supplemented
or otherwise modified from time to time, and (b) if there is a refinancing of the Multi-Currency Credit Agreement in accordance
with Section 11.2(s), the agreement providing for such refinancing Indebtedness, as the same may be amended, amended and
restated, supplemented or otherwise modified from time to time.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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(v)         with
respect to any event described in clause (b) of the definition of “Net Proceeds Event,” the Reinvestment
Amount applicable thereto.


 


“Net
Proceeds Event” shall mean:


 


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


 


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


 


“Non-Convertible
Capital Stock” shall mean, with respect to any Person, any Capital Stock of such Person,
other than any Redeemable Stock or Exchangeable Stock.


 


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


 


“Non-Recourse
Indebtedness” shall mean Indebtedness or that portion of Indebtedness as to which neither the Company nor its Recourse
Subsidiaries (a) provide credit support (including any undertaking, agreement or instrument which would constitute Indebtedness),
(b) is directly or indirectly liable or (c) constitute the lender.


 


“Non-Recourse
Subsidiary” shall mean any Subsidiary of the Company that is designated, after the date hereof, by a resolution of the
board of directors of the Company as a Non-Recourse Subsidiary, but only to the extent that, such Subsidiary: (a) has no Indebtedness
other than Non-Recourse Indebtedness; (b) is not party to any agreement, contract, arrangement or understanding with the Company
or any Recourse Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable
to the Company or such Recourse Subsidiary than those that might be obtained at the time such transaction is entered into from
Persons who are not Affiliates of the Parent or the Company; (c) is a Person with respect to which neither the Parent, the
Company nor any of the Recourse Subsidiaries has any direct or indirect obligation (x) to subscribe for additional Capital
Stock or warrants, options or other rights to acquire Capital Stock or (y) to maintain or preserve such Person’s financial
condition or to cause such Person to achieve any specified levels of operating results; and (d) does not guarantee or otherwise
provide credit support after the time of such designation for any Indebtedness of the Company or any of its Recourse Subsidiaries,
in the case of clauses (a), (b) and (c), except to the extent permitted by Article XI. If, at any time, any Non-Recourse
Subsidiary would fail to meet the foregoing requirements as a Non-Recourse Subsidiary, it shall thereafter cease to be a Non-Recourse
Subsidiary for purposes hereof. Subject to the foregoing, the Company may at any time designate any Non-Recourse Subsidiary to
be a Recourse Subsidiary or any Recourse Subsidiary to be a Non-Recourse Subsidiary; provided that (i) such designation
shall only be permitted if no Default or Event of Default would be in existence following such designation, (ii) any designation
of a Non-Recourse Subsidiary as a Recourse Subsidiary shall be deemed to be an incurrence of Indebtedness by a Recourse Subsidiary
of any outstanding Indebtedness of such Non-Recourse Subsidiary and (iii) any designation of a Recourse Subsidiary as a Non-Recourse
Subsidiary shall be deemed to be an Investment in a Non-Recourse Subsidiary for purposes of Section 11.8 in an amount
equal to the fair market value of the Subsidiary so designated; provided that the Company may subsequently redesignate any
such Non-Recourse Subsidiary as a Recourse Subsidiary so long as the Company does not subsequently re-designate such Recourse Subsidiary
as a Non-Recourse Subsidiary for a period of the succeeding four fiscal quarters.


 




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


 


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


 


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


 


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


 


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


 


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


 


“Offered
Discount” shall have the meaning assigned to such term in Section 7.2(b).


 


“Offered
Prepayment Amount” shall mean, with respect to any Discounted Term Loan Prepayment, the aggregate principal amount being
offered to be prepaid under Section 7.2(b) by the Company, which amount shall be in an aggregate amount not less than
$5,000,000 or an integral multiple of $1,000,000 if in excess thereof.


 


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


 


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


 


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


 




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


 


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


 


“Patriot
Act” shall have the meaning assigned to such term in Section 8.25.


 


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


 


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


 


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


 


(a)          no
Default or Event of Default shall then exist or would exist after giving effect thereto; provided, however, that
with respect to a proposed acquisition pursuant to an executed acquisition agreement, at the option of the Company, the determination
of whether a Default or Event of Default shall exist shall be made solely at the time of the execution of the acquisition agreement
related to such Permitted Acquisition;


 


(b)          after
giving effect to the consummation of such purchase and to the incurrence of any Indebtedness associated therewith, the Company
shall be in pro forma compliance with Section 11.1 as of the last day of the most recent four fiscal quarters
with respect to which financial statements shall have been delivered pursuant to Section 9.1(k) or Section 10.1,
and the Company shall have delivered to the Administrative Agent such financial information as the Administrative Agent shall reasonably
request to demonstrate such pro forma compliance; provided, however, that with respect to a proposed acquisition
pursuant to an executed acquisition agreement, at the option of the Company, the determination as to pro forma compliance
with Section 11.1 shall be made solely as of the last day of the most recent four fiscal quarters with respect to which
financial statements shall have been delivered pursuant to Section 9.1(k) or Section 10.1 that has ended prior to
the time of the execution of the acquisition agreement related to such Permitted Acquisition; and


 




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(c)          the
Person or business unit purchased shall be in a Permitted Business.


 


provided, further,
that notwithstanding the foregoing the Colomer Acquisition shall constitute a “Permitted Acquisition” for all purposes
hereunder and shall not be subject to the foregoing criteria.


 


“Permitted
Amendment” shall have the meaning assigned to such term in Section 14.1(d).


 


“Permitted
Business” means any business that is reasonably related, ancillary or complementary to the businesses of the Company
and the Recourse Subsidiaries of the Company on the date hereof or other business that is a reasonable extension or expansion of
such businesses.


 


“Permitted
Cure Security” means equity securities of the Company issued to Revlon (a) having no mandatory redemption, repurchase,
repayment or similar requirements prior to the date which occurs six (6) months after the Term Loan Maturity Date and (b) that
are not convertible into or exchangeable for (i) debt securities or (ii) any equity securities that have mandatory redemption,
repurchase, repayment or similar requirements prior to the date which occurs six (6) months after the Term Loan Maturity Date and,
in each case, upon which any required dividends or distributions shall be payable in additional shares of such security only.


 


“Permitted
Intercompany Transfers” shall mean any of the following:


 


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


 


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


 




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


 


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


 


(e)          any
sale, lease, assignment, transfer or any other disposition by any Subsidiary of, in one transaction or a series of related transactions,
all or any part of its business or assets (i) to the Company, (ii) if such Subsidiary is a Subsidiary Guarantor, to any other Subsidiary
Guarantor, (iii) if such Subsidiary is not a Subsidiary Guarantor, to any Wholly Owned Recourse Subsidiary or (iv) if such Subsidiary
is a Non-Recourse Subsidiary, to any other Non-Recourse Subsidiary; or


 


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


 


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


 


“Permitted
Joint Venture” shall mean a joint venture arrangement (whether structured as a corporation, partnership or other contractual
relationship) between the Company or any of its Subsidiaries, on the one hand, and a third party, on the other hand, the primary
business of which joint venture is a Permitted Business.


 


“Permitted
Junior Liens” shall mean Liens on Collateral that rank junior to the Liens securing the Payment Obligations and the Multi-Currency
Payment Obligations (or, if and to the extent permitted by the Multi-Currency Credit Agreement, pari passu with the Liens securing
the Multi-Currency Payment Obligations, but in either case junior to the Liens securing the Payment Obligations) in accordance
with the terms of the Intercreditor Agreement or such other or supplemental intercreditor agreement in a form reasonably acceptable
to the Administrative Agent (as the same may be amended, amended and restated, supplemented or otherwise modified from time
to time, an “Additional Intercreditor Agreement”). For the avoidance of doubt, it
is understood that the ranking of any such Liens relative to the Liens securing the Payment Obligations may be different than the
ranking of such Liens relative to the Liens securing the Multi-Currency Payment Obligations so long as the requirements of the
preceding sentence are satisfied.


 




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“Permitted
Refinancing” shall mean any refinancing of any Indebtedness in whole or in part; provided, however, that
(a) the primary obligor with respect to any such refinancing Indebtedness shall be the same as the primary obligor on the Indebtedness
being refinanced and any contingent obligor of such refinancing Indebtedness was or would have been required to be a contingent
obligor of the Indebtedness being refinanced (except to the extent that such primary obligor and/or contingent obligor may be substituted
by a new primary obligor or contingent obligor, as the case may be, which has no material assets other than assets which, immediately
prior to such substitution, constituted the assets of the original primary obligor and/or contingent obligor), (b) except in the
case of Indebtedness permitted under Section 11.2 (o) or (s), (i) the aggregate principal amount minus
the aggregate amount of any underwriting discounts and original issue discount with respect thereto (provided, that the
amount that may be so deducted in respect of original issue discount for purposes of this definition shall not exceed an amount
equal to 5% of the face amount of Indebtedness being refinanced) shall not exceed (ii) the sum of (1) the principal amount of the
Indebtedness being refinanced plus (2) any premium and accrued but unpaid interest actually paid thereon in connection with
such refinancing plus (3) reasonable costs and expenses (including any fees paid for consents required thereby) incurred
in connection with such refinancing, (c) (i) in the case of Indebtedness permitted under Section 11.2 (b), (i),
(q) or (r), the stated maturity of such refinancing Indebtedness shall be later than the latest maturity date of
any Loans outstanding at the time of such refinancing and (ii) the weighted average life to maturity of such refinancing Indebtedness
shall be not less than the weighted average life to maturity of the Indebtedness being refinanced, (d) the interest rate applicable
to such refinancing Indebtedness (taking account of any original issue discount) shall not be less favorable to the obligor than
it would obtain in an arm’s length transaction with a Person that is not an Affiliate thereof and shall be based upon the
prevailing market conditions at the time of such refinancing, (e) with respect to each issue of refinancing Indebtedness in excess
of $5,000,000 (or, with respect to any other currency, the Equivalent thereof) in the aggregate, the covenants, defaults and similar
provisions applicable to such refinancing Indebtedness or obligations shall not be any more restrictive, taken as a whole, than
the provisions contained in and otherwise consistent with market terms of agreements governing comparable Indebtedness of similar
companies at the time of such refinancing and do not violate any other provisions of this Agreement; provided, however,
that, in the case of clause (d) above and this clause (e), a certificate of a Responsible Officer delivered
to the Administrative Agent with reasonable prior notice before the incurrence of such refinancing Indebtedness, together with
a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating
thereto, stating that the Company has determined in good faith that such terms and conditions satisfy the requirement thereunder
shall be conclusive evidence that such terms and conditions satisfy such requirements, (f) the subordination terms, if any, of
such refinancing Indebtedness are no less favorable to the Lenders than those that were applicable to the Indebtedness being refinanced
and (g) (i) any Liens securing such refinancing Indebtedness shall be limited to the assets or property that secured or would have
secured the Indebtedness being refinanced without any change in the class or category of assets or property subject to such Lien
and (ii) to the extent the Liens securing the Indebtedness being refinanced is subject to the Intercreditor Agreement or an Additional
Intercreditor Agreement (or any other or supplemental intercreditor agreement as may have been permitted or required under the
Loan Documents), the Liens securing such refinancing Indebtedness shall be subject to the terms of the Intercreditor Agreement
or an Additional Intercreditor Agreement (or other or supplemental intercreditor agreement) on terms no less favorable to the Lenders,
taken as a whole.


 




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


 


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


 


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


 


“Pledge
and Security Agreement” shall mean a Pledge and Security Agreement, in substantially the form of the Existing Pledge
and Security Agreement, by the Company and each other Guarantor in favor of the Collateral Agent, as the same may be amended, restated,
amended and restated, supplemented or otherwise modified from time to time.


 


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


 


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


 


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


 


“Prepayment
Discount Solicitation” shall mean the solicitation by the Company of the Discount, if any, at which each Lender would
be willing to accept a Discounted Term Loan Prepayment pursuant to Section 7.2(b).


 


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


 


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


 


“Pro
Forma Financial Statements” shall have the meaning specified in Section 9.1(j).


 


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


 


“Purchase
Amount” shall have the meaning assigned to such term in Section 7.16.


 




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“Qualified
Affiliate Indebtedness” means unsecured Indebtedness that is subordinated in right of payment, on terms no less favorable
to the Lenders than the subordination provisions of the Existing Subordinated Loan, to the Payment Obligations and is issued by
the Company to a Parent or an Affiliate of a Parent in an aggregate principal amount at any time outstanding not to exceed $75,000,000.
For the avoidance of doubt, the Existing Subordinated Loan is not included in the term “Qualified Affiliate Indebtedness”
but is separately permitted hereunder.


 


“Qualifying
Lender” shall mean (a) with respect to any Discount Range Prepayment Offer, each Accepting Lender whose Accepted Discounts
are equal to or higher than the Applicable Discount and (b) with respect to any Prepayment Discount Solicitation, each Accepting
Lender whose Offered Discount is equal to or higher than the Applicable Discount.


 


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


 


“Receivables
and Related Assets” means obligations arising from a sale of merchandise, goods or insurance, or the rendering of services
which have been completed, together with (a) all interest in any goods, merchandise or insurance (including returned goods or merchandise)
relating to any sale giving rise to such obligations; (b) all other security interests or Liens and property subject thereto from
time to time purporting to secure payment of such obligations, whether pursuant to the contract related to such obligations or
otherwise, together with all financing statements describing any collateral securing such obligations; (c) all rights to payment
of any interest or finance charges and other obligations related thereto; (d) all supporting obligations, including but not limited
to, all guaranties, insurance and other agreements or arrangements of whatever character from time to time supporting or securing
payment of such obligations whether pursuant to the contract related to such obligations or otherwise; (e) all contracts, chattel
paper, instruments and other documents, books, records and other information (including, without limitation, computer programs,
tapes, disks, punch cards, data processing software and related property and rights) relating to such obligations; (f) any other
property and assets that in accordance with market requirements at the time thereof are sold, transferred or pledged pursuant to
receivables conduit securitization transactions and (g) collections and proceeds with respect to the foregoing, in each case, excluding
the Capital Stock of any Receivables Subsidiary.


 




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“Receivables
Facility” shall mean one or more receivables financing facilities, as amended, supplemented, modified, extended, renewed,
restated, amended and restated, refunded, replaced or refinanced from time to time, the Indebtedness of which is non-recourse (except
for representations, warranties, covenants and indemnities made in connection with such facilities that the Company has determined
in good faith to be customary in financings similar to a Receivables Facility, including those relating to servicing of the assets
of a Receivables Subsidiary and those relating to any obligation of the Company or any Recourse Subsidiary of the Company to repurchase
the assets it sold thereunder as a result of a breach of a representation, warranty or covenant or otherwise) to the Company and
its Recourse Subsidiaries pursuant to which the Company or any Recourse Subsidiary of the Company sells or transfers its Receivables
and Related Assets to either (x) a Person that is not a Recourse Subsidiary or (y) a Receivables Subsidiary that in turn
sells or transfers its accounts receivable, payment intangibles and related assets to a Person that is not a Recourse Subsidiary.


 


“Receivables
Fees” means distributions or payments made directly or by means of discounts with respect to any participation interest
issued or sold in connection with, and other fees paid to a Person that is not a Recourse Subsidiary of the Company in connection
with, any Receivables Facility.


 


“Receivables
Subsidiary” means any subsidiary formed solely for the purpose of engaging, and that engages only, in one or more Receivables
Facilities.


 


“Recourse
Subsidiary” means any Subsidiary of the Company which is not a Non-Recourse Subsidiary.


 


“Redeemable
Stock” means any Capital Stock that by its terms or otherwise is required to be redeemed on or prior to the date that
is ninety-one (91) days after the Term Loan Maturity Date or is redeemable at the option of the holder thereof at any time
on or prior to the date that is ninety-one (91) days after the Term Loan Maturity Date; provided, however, that only
the portion of the Capital Stock which so matures or is so mandatorily redeemable or is so redeemable at the option of the holder
thereof prior to such date, shall be deemed to be Redeemable Stock; provided, further, however, that any Capital Stock that
would constitute Redeemable Stock solely because the holders thereof have the right to require the Company or a Recourse Subsidiary
of the Company to repurchase such Capital Stock upon the occurrence of a change of control or asset sale shall not constitute Redeemable
Stock if the terms of such Capital Stock provide that the Company and the Recourse Subsidiaries may not repurchase or redeem any
such Capital Stock (and all such securities into which it is convertible or for which it is exchangeable) pursuant to such provision
prior to compliance by the Company with the provisions of this Agreement described in Section 11.6 and such repurchase
or redemption complies with Section 11.7.


 


“refinance”
shall mean, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to
issue Indebtedness in exchange or replacement for, such Indebtedness. “refinanced” and “refinancing”
shall have correlative meanings.


 


“Refinancing
Amendment” shall mean any amendment to this Agreement, in form and substance reasonably satisfactory to the Administrative
Agent, among the Company, the Administrative Agent and the Lenders providing Specified Refinancing, effecting the incurrence of
such Specified Refinancing in accordance with Section 2.7.


 


“Refinancing
Notes” shall mean one or more series of senior secured notes secured by the Collateral on a pari passu basis with
the Liens securing the Term Loans, in each case, the net proceeds of which are solely used to refinance any Term Loans in accordance
with Section 2.7.


 




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“Refinancing
Notes Indentures” collectively, the indentures or other similar agreements pursuant to which any Refinancing Notes are
issued, together with all instruments and other agreements in connection therewith, as amended, amended and restated, supplemented
or otherwise modified from time to time in accordance with the terms thereof, but only to the extent permitted under the terms
of the Loan Documents.


 


“Refinancing
Tranche” shall have the meaning assigned to such term in Section 2.7(a).


 


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


 


“Reinvestment
Amount” shall mean, with respect to any event described in clause (b) of the definition of “Net
Proceeds Event,” the amount that is applied or intended by the Company in good faith to acquire assets useful in the
Permitted Business or, in the case of any Property Loss Event, to repair, restore or replace the property subject to the applicable
Property Loss Event; provided, however, that (a) no Default or Event of Default has occurred and is continuing and
(b) the Company delivers a certificate of a Responsible Officer to the Administrative Agent stating that an amount equal to such
proceeds is expected to be used within three hundred and sixty-five (365) days following the date of receipt of such proceeds to
acquire assets useful in the Permitted Business or, in the case of any Property Loss Event, to repair, restore or replace the property
subject to the applicable Property Loss Event; provided, further, that any such amount that is not used for such
purpose shall become “Net Proceeds” (x) at the end of such three hundred and sixty-five (365) day period or
(y) if the Company (directly or through one of its Subsidiaries) enters into a legally binding commitment to acquire such assets
or to repair, restore or replace such property, as applicable, within such three hundred and sixty-five (365) day period, five
hundred and forty-five (545) days after the date of receipt of such proceeds.


 


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


 


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


 


“Remedial
Action” shall mean all actions required to (a) clean up, remove, treat or in any other way address any Hazardous Material
in the indoor or outdoor environment, (b) prevent the Release or threat of Release or minimize the further Release so that a Hazardous
Material does not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment or
(c) perform pre-remedial studies and investigations and post-remedial monitoring and care.


 


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


 




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


 


“Repricing
Transaction” means any incurrence by the Company or any of its Subsidiaries of any long-term secured term loan financing
that is broadly marketed or syndicated to banks and other institutional investors in financings similar to the Term Loans with
the effect of refinancing the Term Loans, in whole or in part, with such Indebtedness having a All-in-Yield (in each case, as determined
by the Administrative Agent in its reasonable discretion) that is less than the All-in-Yield (in each case, as determined by the
Administrative Agent on the same basis) of the Term Loans immediately prior to giving effect to such transaction, including without
limitation, any such transaction effected through any amendment to this Agreement.


 


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


 


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


 


“Resale
Transaction” shall mean the sale, transfer or other disposition by the Company or any of its Subsidiaries of any asset
acquired by it after the date hereof pursuant to an Investment or Permitted Acquisition; provided, however, that,
within three hundred and sixty-five (365) days following the consummation of such Investment or Permitted Acquisition, the Administrative
Agent receives written notice from the Company identifying such asset (with reasonable specificity) and stating that such asset
is being held for disposition in a Resale Transaction.


 


“Response”
shall have the meaning assigned to such term in Section 7.2(b).


 


“Response
Date” shall have the meaning assigned to such term in Section 7.2(b).


 


“Response
Time” shall have the meaning assigned to such term in Section 7.2(b).


 


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


 




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“Restricted
Payment” shall mean (a) any payment by the Company of a dividend (except dividends or distributions payable solely in
its Non-Convertible Capital Stock or in options, warrants or other rights to purchase its Non-Convertible Capital Stock) or distribution
on, or any payment by the Company or any of its Subsidiaries on account of the purchase, redemption or retirement of, or any other
distribution on, any Stock or Stock Equivalents of the Company (including any such payment or distribution in cash or in property
or obligations of the Company or any of its Subsidiaries), (b) any payment by the Company or any of its Subsidiaries to any Affiliate
of the Company pursuant to the Prior Tax Sharing Agreement or (c) any payment by the Company or any of its Subsidiaries of principal
or interest in respect of amounts from time to time outstanding under any Capital Contribution Note; provided, however,
that any amounts paid from time to time to Revlon (including, without limitation, payments to Revlon pursuant to the Company Tax
Sharing Agreement) to finance the actual payment by Revlon of expenses and obligations incurred by Revlon to Persons other than
Affiliates of Revlon (or officers or employees of any such Affiliate) shall not be “Restricted Payments” to
the extent that such expenses and obligations, if they had been incurred by the Company, would not have been prohibited hereunder
and were incurred by Revlon without violating the provisions of Section 12.1(p).


 


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


 


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


 


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


 


“Revolving
Credit Facility” shall have the meaning assigned to such term in Section 2.6(a).


 


“Revolving
Credit Increase” shall have the meaning assigned to such term in Section 2.6(a).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


“Security
Documents” shall mean the Intercreditor Agreement, the Guaranty, the Pledge and Security Agreement, the Mortgages and
all other security documents hereafter delivered to the Administrative Agent granting a security interest in any asset or assets
of any Loan Party to secure the Payment Obligations of the Company hereunder, under the Notes and any other Secured Obligations,
or to secure any guarantee of any such Payment Obligations and other Secured Obligations.


 


“Senior
Notes Indenture” shall mean the collective reference to (a) the Indenture, dated as of February 8, 2013, between the
Company and U.S. Bank Trust National Association, relating to the Existing Senior Notes and any additional notes issued hereafter
thereunder and (b) each instrument, document and agreement delivered in connection therewith, as each of the foregoing has been
amended and supplemented through the date hereof and may be further amended, supplemented or otherwise modified from time to time
to the extent permitted by Section 11.9.


 


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


 


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


 


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


 


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


 


“Specified
Discount” shall mean the Discount at which the Company is offering to prepay the Term Loans pursuant to a Specified Discount
Prepayment Offer.


 




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“Specified
Discount Prepayment Offer” shall mean the offer by the Company to make a Discounted Term Loan Prepayment at a Specified
Discount pursuant to Section 7.2(b).


 


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


 


“Specified
Refinancing” shall have the meaning assigned to such term in Section 2.7(a).


 


“Specified
Refinancing Date” shall have the meaning assigned to such term in Section 2.7(b).


 


“Specified
Representations” means the representations and warranties made by the Company or any Material Existing Guarantor, solely
with respect to the Company and such Material Existing Guarantor and not with respect to the Acquired Business or any other Subsidiary,
in or pursuant to Sections 8.1, 8.2, 8.3, 8.11, 8.12, 8.22, 8.23, 8.24 and 8.25.


 


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


 


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


 


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


 


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


 


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


 




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


 


“Surplus
Assets” shall mean personal property of the Company and its Subsidiaries which has been used in the business of the Company
and its Subsidiaries for not less than one (1) year and which is sufficiently immaterial to the conduct of the business of the
Company and its Subsidiaries that the contribution thereof to any Permitted Joint Venture would not result in the acquisition by
the Company or any of its Subsidiaries of a substantially similar item of personal property during the period of one (1) year following
the date of such contribution.


 


“Swap
Obligation” shall mean, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract
or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.


 


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


 


“Term
Loan” shall have the meaning assigned to such term in Section 2.1(a).


 


“Term
Loan Collateral” shall have the meaning assigned to such term in the Intercreditor Agreement.


 


“Term
Loan Commitment” of any Lender shall mean the obligation of such Lender to make Term Loans to the Company in an aggregate
principal amount not to exceed the amount set forth opposite such Lender’s name on Schedule II (in each case, as amended
to reflect any Assignment and Acceptance executed, or deemed executed, by such Lender and as such amount may be reduced or otherwise
adjusted pursuant to the terms of this Agreement); collectively, as to all such Lenders, the “Term Loan Commitments”.


 


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


 


“Term
Loan Increase” shall have the meaning assigned to such term in Section 2.6(a).


 


“Term
Loan Maturity Date” shall mean the date that is the sixth (6th) anniversary of the Closing Date.


 


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


 


“Termination
Date” shall mean the earlier of (a) the date that is six (6) months and thirteen (13) Business Days after the Effective
Date and (b) the date that the Acquisition Agreement is terminated.


 




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


 


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


 


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


 


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


 


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


 


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


 


“Unaudited
Financial Statements” shall mean a collective reference to the Unaudited Financial Statements of the Acquired Business
and the Unaudited Financial Statements of the Company.


 


“Unaudited
Financial Statements of the Acquired Business” shall have the meaning specified in Section 9.1(l).


 


“Unaudited
Financial Statements of the Company” shall have the meaning specified in Section 9.1(k).


 


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


 


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


 


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


 




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


 


“U.S. Dollar
Equivalent” shall mean with respect to any monetary amount in a currency other than Dollars, at any time for determination
thereof, the amount of Dollars obtained by converting such foreign currency involved in such computation into Dollars at the spot
rate for the purchase of Dollars with the applicable foreign currency as published in The Wall Street Journal in the “Exchange
Rates” column under the heading “Currency Trading” (or, if such currency is not quoted in The Wall
Street Journal on such day, such other source as shall be reasonably selected by the Administrative Agent) on the date two (2)
Business Days prior to such determination. Whenever it is necessary to determine whether the Company has complied with any covenant
in this Agreement or a Default has occurred and an amount is expressed in a currency other than Dollars, such amount will be treated
as the U.S. Dollar Equivalent determined as of the date such amount is initially determined in such currency.


 


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


 


“Wholly
Owned Recourse Subsidiary” shall mean a Recourse Subsidiary of the Company, all of the Capital Stock of which
(other than (a) directors’ qualifying shares, (b) shares held by nominees to the extent applicable Requirement of Law may
require multiple shareholders and (c) minority interests of five percent (5%) or less held by local Persons to the extent applicable
Requirement of Law may require (or required at the time such shares were issued) local shareholders)
is owned by (i) the Company, (ii) the Company and one or more Wholly Owned Recourse Subsidiaries or (iii) one or more Wholly Owned
Recourse Subsidiaries.


 


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


 


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


 


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


 


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


 




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(c)          If
any change in the accounting principles used in the preparation of the financial statements referred to in Section 10.1
is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards
Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Company
with the agreement of the Company’s accountants and results in a change in any of the calculations required by Article
XI (including Section 11.1 and the calculation of the First Lien Secured Leverage Ratio, the Senior Secured Leverage
Ratio and the Total Leverage Ratio) or the application of any other provision hereunder that would not have resulted had such accounting
change not occurred, the Company or the Administrative Agent may request that such provisions be amended, whereupon the Company
and the Administrative Agent shall enter into good faith negotiations in order to amend such provisions, subject to Section 14.1,
so as to equitably reflect such change such that the criteria for evaluating compliance with such covenants or other provisions
by the Company shall be substantially the same after such change as if such change had not been made; provided, however,
that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article XI
(including with Section 11.1 and the calculation of the First Lien Secured Leverage Ratio, the Senior Secured Leverage
Ratio and the Total Leverage Ratio) or other provision hereunder shall be given effect until such provisions are amended to reflect
such changes in GAAP.


 


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


 


ARTICLE
II



AMOUNTS AND TERMS OF TERM LOAN COMMITMENTS


 


Section
2.1.          Term Loan Commitments. On the terms
and conditions contained in this Agreement, each Lender severally agrees to make a loan (each a “Term Loan”)
to the Company on the Closing Date in an amount not to exceed such Lender’s Term Loan Commitment. The Term Loans may from
time to time be (a) Eurodollar Loans, (b) Alternate Base Rate Loans or (c) a combination thereof, as determined by the Company
and notified to the Administrative Agent in accordance with Section 2.3 and 7.7. Amounts borrowed under this
Section 2.1 and repaid or prepaid may not be reborrowed. The Company may, upon written notice to the Administrative
Agent, irrevocably terminate all Term Loan Commitments hereunder.


 


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


 




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(b)          The
Company agrees that each Lender is authorized to record (i) the date and amount of the Term Loan made by such Lender pursuant to
Section 2.1, (ii) the date of each interest rate conversion pursuant to Section 7.7 and the principal amount
subject thereto, (iii) the date and amount of each payment or prepayment of principal of and interest with respect to each Term
Loan and (iv) in the case of each Eurodollar Loan, the interest rate and Interest Period, in the books and records of such Lender
and in such manner as is reasonable and customary for such Lender and a certificate of an officer of such Lender, setting forth
in reasonable detail the information so recorded, shall constitute prima facie evidence of the accuracy of the information so recorded
absent manifest error; provided, however, that the failure to make any such recording or any error in such recording
shall not in any way affect the Payment Obligations of the Company hereunder.


 


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


 


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


 


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


 


Section
2.4.          Amortization of Term Loans. (a) The
Term Loans of each Lender shall mature in consecutive quarterly installments, payable on the last day of each fiscal quarter, beginning
with the first full fiscal quarter after the Closing Date, each of which (other than the last such installment, which shall be
as specified in clause (b) below) shall be in an amount equal to (i) such Lender’s Commitment Percentage multiplied
by (ii) 0.25% of the principal outstanding amount of Term Loans on the Closing Date (as such amounts may be reduced from time to
time in accordance with Section 2.7, 7.2, 7.4(b) or 14.1(d)).


 




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


 


Section
2.5.          Use of Proceeds of Term Loans. The
proceeds of the Term Loans hereunder shall be used by the Company (a) to refinance all Indebtedness and other obligations under
the Existing Term Loan Agreement, (b) to finance a portion of the Colomer Acquisition and for the payment of related transaction
costs and expenses and to repay or acquire certain Indebtedness of the Acquired Business as contemplated by the Acquisition Agreement,
(c) for the payment of transaction costs, fees and expenses incurred in connection with this Agreement and the transactions contemplated
hereby and (d) with regard to any remaining amount, for general corporate purposes.


 


Section
2.6.          Facility Increase. (a)  The
Company may request from time to time after the Closing Date (i) one or more increases in the Term Loan Commitments or additional
tranches of term loans (each a “Term Loan Increase”), (ii) the addition of a revolving credit facility (the
“Revolving Credit Facility”) and one or more increases in the commitments under such Revolving Credit Facility
(each a “Revolving Credit Increase”) and (iii) the addition of a letter of credit facility (the “Letter
of Credit Facility”) and one or more increases in the commitments under such Letter of Credit Facility (each a “Letter
of Credit Increase”) under this Agreement; provided, however, that (A) the aggregate principal amount of
all such Facility Increases shall not exceed (1) the greater of (x) $400,000,000 and (y) an amount such that the First Lien Secured
Leverage Ratio as of the most recently ended period of four consecutive fiscal quarters with respect to which financial statements
have been delivered pursuant to Section 9.1(k) or Section 10.1 prior to the incurrence of any such Facility
Increase, calculated on a pro forma basis, after giving effect to such Facility Increase and the application of any proceeds
thereof (assuming for purposes of such determination the incurrence of the entire committed amount of any Revolving Credit Increase
or Letter of Credit Increase and that any increase in cash resulting from such Facility Increase shall not reduce Senior Secured
Debt) as if such incurrence and application of proceeds had occurred on the first day of such four consecutive fiscal quarter period,
shall be no greater than 3.50:1.00 (it being understood that if pro forma effect is given to the entire committed amount
of any such additional amount, such committed amount may thereafter be borrowed and reborrowed, in whole or in part, from time
to time, without further compliance with this clause) plus (2) in the event (x) all obligations and commitments under the
Multi-Currency Credit Agreement have been “Fully Satisfied” (as defined under the Multi-Currency Credit Agreement)
(which obligations and commitments have not been otherwise refinanced) and (y) the Loans and the other Payment Obligations are
secured by a Lien on the Multi-Currency Collateral with the same priority as the Liens securing the obligations and commitments
under the Multi-Currency Credit Agreement prior to the “Full Satisfaction” (as defined under the Multi-Currency
Credit Agreement) of such obligations and commitments, $240,000,000 and (B) each such Facility Increase (together with any other
such Facility Increase being effected on the same date) shall be in an amount not less than $25,000,000 and integral multiples
of $5,000,000 in excess thereof; provided, however, that, after giving effect to each Facility Increase and any loans
and commitments thereunder (and any Permitted Acquisition consummated in connection therewith, whether prior to or concurrently
with such Facility Increase), as of the last day of the fiscal period with respect to which financial statements have been most
recently delivered pursuant to Section 9.1(k) or Section 10.1, the Company shall be in pro forma compliance
with Section 11.1 and shall have delivered to the Administrative Agent such financial information as the Administrative
Agent shall reasonably request to demonstrate such pro forma compliance.


 




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(b)          Nothing
in this Agreement shall be construed to obligate the Administrative Agent or any Lender to negotiate, solicit, provide or commit
to any Facility Increase. The Administrative Agent may receive commitments for any Facility Increase from Eligible Assignees (including
those that are not existing Lenders). Each Facility Increase shall become effective on a date proposed by the Company in accordance
with Section 2.6(d) (each a “Facility Increase Date”); provided, however, that the
conditions precedent set forth in Section 9.2 shall have been satisfied on or prior to each such Facility Increase
Date. The Administrative Agent shall record in the Register all applicable additional information in respect of such Facility Increase
promptly upon its effectiveness and shall notify the Lenders and the Company, on or before 1:00 p.m. (New York City time) on the
first Business Day following a Facility Increase Date, of the effectiveness of a Facility Increase.


 


(c)          The
loans and commitments extended pursuant to any Facility Increase (i) shall rank pari passu in right of payment and in respect
of the Collateral with all other Loans and commitments hereunder, (ii) in the case of any additional term loans under any Term
Loan Increase, (A) the weighted average life to maturity of any additional term loans shall not be shorter than the remaining average
life to maturity of the Term Loans prior to giving effect to such Term Loan Increase, (B) the final maturity date of any additional
term loans shall not be earlier than the Term Loan Maturity Date and (C) during the eighteen (18) month period following the Closing
Date, to the extent that the All-in-Yield applicable to any additional term loans under any Term Loan Increase exceeds the lowest
All-in-Yield applicable to any term loans then outstanding under this Agreement prior to giving effect to such Term Loan Increase
by more than 0.50% per annum, then the interest rate or margin applicable to any term loans then outstanding under this
Agreement prior to giving effect to such Term Loan Increase for such existing term loans shall be increased to the extent necessary
so that the All-in-Yield of such existing term loans is equal to the All-in-Yield of the additional term loans under such Term
Loan Increase, minus 0.50% per annum; and (iii) in the case of any Revolving Credit Increase or Letter of Credit Increase,
the scheduled termination date of the Revolving Credit Facility or the Letter of Credit Facility shall not be earlier than the
Stated Multi-Currency Termination Date (as defined in the Multi-Currency Credit Agreement). Each Facility Increase, except for
any differences permitted hereby or reasonably deemed appropriate by the Administrative Agent to implement a new tranche or a new
facility, as applicable, shall have the same terms and conditions as the Term Loans (it being understood that any Revolving Credit
Increase or Letter of Credit Increase may have pricing and yield based upon the prevailing market conditions at the time of such
Revolving Credit Increase or Letter of Credit, as applicable).


 


(d)          In
connection with any Facility Increase, the Company shall provide the Administrative Agent at least five (5) Business Days’
(or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures,
if any, as may be established by, or acceptable to, the Administrative Agent, in each case, acting reasonably, to accomplish the
purposes of this Section 2.6.


 


Section
2.7.          Specified Refinancing. (a) The Company
may request from time to time after the Closing Date a refinancing of the Term Loans (each a “Specified Refinancing”),
in whole or in part, with (i) one or more tranches of term loans under this Agreement (each a “Refinancing Tranche”)
and/or (ii) one or more series of Refinancing Notes; provided, however, that, (A) such Specified Refinancing shall
be offered to all Lenders of Loans of a tranche with the same maturity date on a pro rata basis based on the aggregate outstanding
principal amount of their respective Loans of such tranche with the same maturity date and (B) after giving effect to each Specified
Refinancing and any extensions of credit and commitments thereunder, as of the last day of the fiscal period with respect to which
financial statements have been most recently delivered pursuant to Section 9.1(k) or Section 10.1, the Company
shall be in pro forma compliance with Section 11.1 and shall have delivered to the Administrative Agent such
financial information as the Administrative Agent shall reasonably request to demonstrate such pro forma compliance.


 




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(b)          Nothing
in this Agreement shall be construed to obligate the Administrative Agent or any Lender to negotiate, solicit, provide or commit
to any Specified Refinancing. The Administrative Agent may receive commitments for any Specified Refinancing from Eligible Assignees
(including those that are not existing Lenders). Each Specified Refinancing shall become effective on a date proposed by the Company
in accordance with Section 2.7(d) (each a “Specified Refinancing Date”); provided, however,
that the conditions precedent set forth in Section 9.2 shall have been satisfied on or prior to each such Specified
Refinancing Date. The Administrative Agent shall record in the Register all applicable additional information in respect of such
Specified Refinancing promptly upon its effectiveness and shall notify the Lenders and the Company, on or before 1:00 p.m. (New
York City time) on the first Business Day following a Specified Refinancing Date, of the effectiveness of a Specified Refinancing.


 


(c)          The
loans, extensions of credit and commitments extended pursuant to any Specified Refinancing shall rank pari passu in right
of payment and in respect of the Collateral with all other Loans and commitments hereunder and (i) (A) the aggregate principal
amount of such Specified Refinancing minus the aggregate amount of any underwriting discounts and original issue discount
with respect thereto (provided, that the amount that may be so deducted in respect of original issue discount for purposes
of this clause shall not exceed an amount equal to 5.00% of the face amount of Term Loans being refinanced) shall not exceed (B)
the sum of (1) the principal amount of the Term Loans being refinanced plus (2) any premium and accrued but unpaid interest
actually paid thereon in connection with such refinancing plus (3) reasonable costs and expenses incurred in connection
with such refinancing, (ii) the Net Proceeds of such Specified Refinancing (provided, that any original issue discount shall
not exceed 5.00%) shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term
Loans under this Agreement, (iii) the weighted average life to maturity of any Specified Refinancing shall not be shorter than
the remaining average life to maturity of the Term Loans being refinanced in such Specified Refinancing, (iv) the final maturity
date of any Specified Refinancing shall not be earlier than the Term Loans being refinanced in such Specified Refinancing, (v)
will have such pricing, premiums and, to the extent not directly and adversely affecting the Lenders of Term Loans outstanding
immediately after giving effect to such Specified Refinancing, optional prepayment or redemption terms as may be agreed by the
Company and the lenders or holders providing such Specified Refinancing, (vi) each Refinancing Tranche, except for any differences
permitted hereby (including maturity and pricing) or reasonably deemed appropriate by the Administrative Agent to implement a new
tranche, shall have the same terms and conditions as the Term Loans; provided, however, that the terms and conditions
applicable to such Refinancing Tranche may provide for any additional or different financial covenants or other provisions that
are agreed between the Company and the lenders providing such Specified Refinancing that are applicable only during periods after
the latest final maturity date of any other Term Loans outstanding immediately after giving effect to such Specified Refinancing
and (vii) in the case of any Refinancing Notes, (A) such Refinancing Notes shall be subject to an intercreditor agreement between
the Lenders hereunder and the trustee for Refinancing Notes, in form and substance reasonably satisfactory to the Administrative
Agent, (B) such Refinancing Notes shall not be subject to any amortization prior to the final maturity thereof, or be subject to
any mandatory redemption or prepayment provisions or rights (except customary asset sale or change of control provisions), (C)
the covenants, defaults and similar provisions applicable to such Refinancing Notes (x) shall not be any more restrictive, taken
as a whole, than the provisions contained in and otherwise consistent with market terms of agreements governing comparable Indebtedness
of similar companies at the time of such refinancing and (y) do not violate any other provisions of this Agreement; provided,
however, that a certificate of a Responsible Officer delivered to the Administrative Agent, together with a reasonably detailed
description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating
that the Company has determined in good faith that such terms and conditions satisfy the requirements hereunder shall be conclusive
evidence that such terms and conditions satisfy such requirements and (D) the primary or contingent obligors under such Refinancing
Notes shall not be different from those under this Agreement and any other Loan Documents.


 




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(d)          In
connection with any Specified Refinancing, the Company shall provide the Administrative Agent at least five (5) Business Days’
(or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures
(including, without limitation, minimum amounts), if any, as may be established by, or acceptable to, the Administrative Agent,
in each case, acting reasonably, to accomplish the purposes of this Section 2.7.


 


(e)          The
provisions of Section 14.7 shall not be construed to apply to the incurrence of any Specified Refinancing in accordance
with this Section 2.7 and the payments associated therewith.


 


ARTICLE
III



[Intentionally Omitted]


 


ARTICLE
IV



[Intentionally Omitted]


 


ARTICLE
V



[Intentionally Omitted]


 


ARTICLE
VI



[Intentionally Omitted]


 


ARTICLE
VII



PROVISIONS RELATING TO CERTAIN EXTENSIONS OF CREDIT; FEES AND PAYMENT


 


Section
7.1.          [Intentionally Omitted]


 




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Section
7.2.          Optional Prepayments.


 


(a)          The
Company may, subject to Section 7.11, at any time and from time to time, prepay any Term Loans borrowed by it which
are then outstanding, in whole or in part, without premium or penalty (subject to the proviso hereto), upon at least three (3)
Working Days’ irrevocable notice to the Administrative Agent, in the case of Eurodollar Loans, and one (1) Business Day’s
irrevocable notice to the Administrative Agent, in the case of Alternate Base Rate Loans, specifying (i) the date and amount of
such prepayment, (ii) the principal amount to be prepaid and (iii) whether the prepayment is of Eurodollar Loans or Alternate Base
Rate Loans or a combination thereof, and, if of a combination thereof, the amount of prepayment allocable to each (and, with respect
to such Eurodollar Loans, each Tranche thereof), provided, however, that any prepayment of the Term Loans in whole
upon a refinancing thereof (whether with proceeds of equity or indebtedness) shall be deemed to be an optional prepayment. Upon
receipt of any such notice, the Administrative Agent will promptly notify each affected Lender thereof. If any such notice is given,
the Company will make the prepayment specified therein, and such prepayment shall be due and payable on the date specified therein.
Each partial prepayment pursuant to this Section 7.2(a) shall be in an amount equal to $5,000,000 or a whole multiple
of $1,000,000 in excess thereof and shall comply with Section 7.7(g). Any such optional prepayment of the Term Loans
shall be applied, at the option of the Company, (i) to all Loans on a pro rata basis or (ii) to any tranche of Loans with the same
maturity date so long as the maturity date of such tranche of Loans precedes the maturity date of each other tranche of Loans then
outstanding (or, if more than one tranche of Loans shall have the same maturity date, to such tranches of Loans on a pro rata basis)
and, in the case of each clause (i) or (ii), either (x) to reduce ratably the remaining installments thereof
or (y) in the direct order of maturities.


 


(b)          Notwithstanding
anything in any Loan Document to the contrary, so long as no Default or Event of Default has occurred and is continuing or would
result therefrom, the Company may make optional prepayments of outstanding Term Loans at a Discount, subject to the following terms
and conditions:


 


(i)          The
Company may only make optional prepayments of outstanding Term Loans at a Discount (each such prepayment, a “Discounted
Term Loan Prepayment”) under this Section 7.2(b). Each Discounted Term Loan Prepayment shall be financed
by the Company solely from the proceeds of (A) internally generated funds (other than any Available Amount), (B) the Available
Amount or (C) the Available Contribution, in each case, after giving effect to any mandatory prepayments, if any, required to be
made from such proceeds under Section 7.3 or the Multi-Currency Credit Agreement; provided, however, that no
Discounted Term Loan Prepayment shall be made unless the sum of (x) the “Excess Availability” (as defined in
the Multi-Currency Credit Agreement) and (y) the amount of all cash and Cash Equivalents that would, in conformity with GAAP, be
included in “total current assets” (or like caption) on a consolidated balance sheet of the Company and its
Subsidiaries at such time in excess of $20,000,000 (less any amount that constitutes a Cure Amount or a Multi-Currency Credit
Agreement Cure Amount) is equal to or greater than $60,000,000 at the time such prepayment is made. The Company shall not initiate
any actions under this Section 7.2(b) to make a Discounted Term Loan Prepayment unless (A) at least ten (10) Business
Days shall have passed since the consummation of the most recent Discounted Term Loan Prepayment and (B) at least three (3) Business
Days shall have passed since (1) the date on which the Company was notified that no Lender was willing to accept any Discounted
Term Loan Prepayment or (2) in the case of a Prepayment Discount Solicitation, the date of the Company’s election not to
accept any Offered Discounts and not to make a Discounted Term Loan Prepayment.


 








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(ii)         The
Company may, from time to time, offer to make a Discounted Term Loan Prepayment through a (A) Specified Discount Prepayment Offer,
(B) Discount Range Prepayment Offer or (C) Prepayment Discount Solicitation by providing the Administrative Agent with three (3)
Business Days’ written notice (a “Discounted Prepayment Notice”); provided, however, that
(1) any such offer shall be made available to each Lender of Loans of a particular tranche with the same maturity date and (2)
each such offer shall remain outstanding through the Response Time. The Administrative Agent will promptly provide each applicable
Lender with a copy of such Discounted Prepayment Notice and a form of response (a “Response”) to be completed
and returned by such Lender to the Administrative Agent (or its delegate) by no later than 5:00 p.m., New York time, on the third
Business Day after the date of delivery of such notice to the applicable Lenders (the “Response Date” and such
time on such date, the “Response Time”). At any time prior to the receipt of the first Response from an Accepting
Lender, the Company, by written notice to the Administrative Agent, may revoke any Specified Discount Prepayment Offer or any Discount
Range Prepayment Offer in full (but not in part). From and after the receipt of the first Response from an Accepting Lender, such
offer shall become irrevocable.


 


(iii)        Each
Lender shall deliver to the Administrative Agent (or its designated delegate) the Response on or prior to the Response Time. Each
such Response shall specify (A) whether or not such Lender agrees to accept the prepayment of any of its then outstanding Term
Loans, and (B) in the case of any Accepting Lender, (1) the Accepted Prepayment Amount, (2) in the case of a Discount Range Prepayment
Offer, the Discount (within the Discount Range) at which such Lender is willing to accept such prepayment (the “Accepted
Discount”) and (3) in the case of a Prepayment Discount Solicitation, the Discount at which such Lender is willing to
offer to accept such prepayment (the “Offered Discount”). Each Response delivered by an Accepting Lender shall
be irrevocable. Any Lender whose Response is not received by the Administrative Agent by the Response Time shall be deemed to have
declined to accept such Discounted Term Loan Prepayment.


 


(iv)        In
the case of any Specified Discount Prepayment Offer, if there is at least one Accepting Lender, the Company shall pay each Accepting
Lender its Accepted Prepayment Amount at the Specified Discount on the Discounted Prepayment Effective Date; provided, however,
that, if the sum of the Accepted Prepayment Amounts of all Accepting Lenders exceeds the Offered Prepayment Amount, such prepayment
shall be made to the Accepting Lenders on a pro rata basis in accordance with their respective Accepted Prepayment Amounts,
as calculated (subject to any rounding requirements) by the Administrative Agent in its sole reasonable discretion in consultation
with the Company.


 


(v)         In
the case of any Discount Range Prepayment Offer, the Company shall pay each Qualifying Lender its Accepted Prepayment Amount at
the Applicable Discount on the Discounted Prepayment Effective Date; provided, however, that, if the sum of the Accepted
Prepayment Amounts of all Qualifying Lenders exceeds the Offered Prepayment Amount, such prepayment shall be made to the Qualifying
Lenders on a pro rata basis in accordance with their respective Accepted Prepayment Amounts, as calculated (subject to any
rounding requirements) by the Administrative Agent in its sole reasonable discretion in consultation with the Company. Each Qualifying
Lender shall be deemed to have irrevocably consented to the prepayment of its Accepted Prepayment Amount (subject to any reduction
required based on the pro rata calculation above) at the Applicable Discount.


 




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(vi)        In
the case of any Prepayment Discount Solicitation, within three (3) Business Days after the Response Date (the “Election
Date”), the Company shall deliver to the Administrative Agent an irrevocable written notice from a Responsible Officer,
in form reasonably satisfactory to the Administrative Agent (an “Election Notice”), indicating whether the Company
has elected (A) to make a Discounted Term Loan Prepayment at the Applicable Discount or (B) to reject all Offered Discounts and
not to make a Discounted Term Loan Prepayment. If the Company fails to deliver an Election Notice on or prior to the Election Date,
the Company shall be deemed to have rejected all Offered Discounts and elected not to make a Discounted Term Loan Prepayment. If
the Company has delivered an Election Notice electing to make a Discounted Term Loan Prepayment, the Company shall pay each Qualifying
Lender its Accepted Prepayment Amount at the Applicable Discount on the Discounted Prepayment Effective Date; provided,
however, that, if the sum of the Accepted Prepayment Amounts of all Qualifying Lenders exceeds the Offered Prepayment Amount,
such prepayment shall be made to the Qualifying Lenders on a pro rata basis in accordance with their respective Accepted
Prepayment Amounts, as calculated (subject to any rounding requirements) by the Administrative Agent in its sole reasonable discretion
in consultation with the Company. Each Qualifying Lender shall be deemed to have irrevocably consented to the prepayment of its
Accepted Prepayment Amount (subject to any reduction required based on the pro rata calculation above) at the Applicable
Discount.


 


(vii)       Promptly
after the Response Date (or, in the case of any Prepayment Discount Solicitation, the Election Date), the Administrative Agent
shall notify each Lender and the Company of (A) (1) the Discounted Prepayment Effective Date, (2) in the case of a Discount Range
Prepayment Offer or a Prepayment Discount Solicitation, the Applicable Discount, (3) the aggregate principal amount of all Term
Loans to be prepaid (the “Total Discounted Prepayment Amount”) and (4) in the case of each Accepting Lender,
the principal amount of its Term Loans to be prepaid or (B) in the case of a Prepayment Discount Solicitation, the Company’s
election to reject all Offered Discounts and not to make a Discounted Term Loan Prepayment. Each determination by the Administrative
Agent of the foregoing amounts and the Applicable Discount shall be conclusive and binding for all purposes absent manifest error.
The Total Discounted Prepayment Amount shall be due and payable by the Company on the Discounted Prepayment Effective Date in accordance
with Section 7.2(b)(viii) below.


 


(viii)      All
prepayments made under this Section 7.2(b) shall be (A) deemed to prepay the principal amount of the applicable tranche
of Term Loans at par and (B) accompanied by all accrued and unpaid interest on the par amount so repaid up to, but not including,
the Discounted Prepayment Effective Date. Any such optional prepayment of the applicable tranche of Term Loans shall be applied,
at the option of the Company, to reduce ratably the remaining installments thereof or in the direct order of maturities.


 




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(ix)         In
connection with any Discounted Term Loan Prepayment, the Company and the Lenders acknowledge and agree that the Administrative
Agent may require as a condition to any Discounted Term Loan Prepayment, the payment to the Administrative Agent of customary fees
and expenses from the Company in connection therewith. To the extent not expressly provided for herein, each Discounted Term Loan
Prepayment shall be consummated pursuant to procedures consistent with the provisions in this Section 7.2(b) and established
by the Administrative Agent acting in its sole reasonable discretion in consultation with the Company.


 


(x)          Each
of the Company and the Lenders acknowledges and agrees that Administrative Agent may perform any and all of its duties under this
Section 7.2(b) by itself or through any Affiliate of the Administrative Agent and expressly consents to any such delegation
of duties by the Administrative Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory
and indemnification provisions pursuant to this Agreement and the other Loan Documents shall apply to each Affiliate of the Administrative
Agent and its activities in connection with any Discounted Term Loan Prepayment provided for in this Section 7.2(b) as
well as the activities of the Administrative Agent.


 


(xi)         Except
as previously disclosed in writing to the Administrative Agent and the Lenders, the Company represents and warrants, as of the
date of each offer, solicitation or prepayment of Term Loans pursuant to this Section 7.2(b), that the Company does
not have any material non-public information with respect to the Company, Revlon or its Subsidiaries or debt or equity securities
that (a) has not been disclosed to the Lenders (other than because such Lenders do not wish to receive material non-public information
with respect to the Company, Revlon or its Subsidiaries or securities) prior to such time and (b) could reasonably be material
to, or have a material effect upon, a Lender’s decision to accept or reject a Discounted Term Loan Prepayment or its determination
of the Accepted Discount or Offered Discount.


 


(c)          Notwithstanding
anything to the contrary contained in this Section 7.2, the Company may rescind any notice of prepayment delivered
under Section 7.2(a) or 7.2(b) above in the event (i) such prepayment is anticipated to be effected by a refinancing
or other transaction resulting in a repayment all or a portion of the Payment Obligations and (ii) the Company provides notice
to the Administrative Agent on or before the date such prepayment shall become due, in form and substance reasonably satisfactory
to the Administrative Agent, detailing such proposed refinancing or transaction and the circumstances causing such refinancing
or transaction to be delayed or not to occur.


 


(d)          The
Company shall not have any right to prepay any Term Loan, except as provided in this Section 7.2.


 




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(e)          At
the time of the effectiveness of any Repricing Transaction that (A) results in any repayment of the Term Loans or (B) is effected
through any amendment of this Agreement and, in each case, is consummated prior to the date that is six (6) months after the Closing
Date, the Company agrees to pay to the Administrative Agent, for the ratable account of each applicable Lender, a fee in an amount
equal to, (x) in the case of clause (A), a prepayment premium of 1% of the amount of the Term Loans being repaid or
(y) in the case of clause (B), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately
prior to such amendment that are subject to the Repricing Transaction effected by such amendment.  Such fees shall be due
and payable upon the date of the effectiveness of such Repricing Transaction.


 


Section
7.3.          Mandatory Prepayments.


 


(a)          Unless
the Required Lenders otherwise agree, the Term Loans owing to each Lender shall be repaid, without premium, within one hundred
(100) days after the last day of each fiscal year, commencing with the fiscal year ending December 31, 2014 of the Company in accordance
with the provisions of Section 7.4 by an amount equal to (i) 50% (such percentage, as it may be reduced as described
below, the “ECF Percentage”) of Excess Cash Flow for such fiscal year minus (ii) the sum of (A) all optional
prepayments of the Loans during such fiscal year (other than any optional prepayments made under Section 7.2(b)) and
(B) all optional prepayments of Multi-Currency Loans during such fiscal year (but only to the extent that the applicable commitments
under the Multi-Currency Credit Agreement are permanently reduced by the amount of such payments); provided that (x) the
ECF Percentage shall be 25% if the First Lien Secured Leverage Ratio for such period of four consecutive fiscal quarters of the
Company ending on the last day of such fiscal year was less than or equal to 2.50 to 1.00 and greater than 1.00 to 1.00 and (y)
the ECF Percentage shall be 0% if the First Lien Secured Leverage Ratio for such period of four consecutive fiscal quarters of
the Company ending on the last day of such fiscal year was less than or equal 1.00 to 1.00.


 


(b)          If
any Specified Refinancing shall be incurred by the Company, an amount equal to 100% of the Net Proceeds thereof shall be applied
on the date of receipt of such Net Proceeds toward the prepayment of the Loans being refinanced thereby.


 


(c)          From
and after the Closing Date, promptly following a Net Proceeds Event (and in any event within one (1) Business Day following receipt
by the relevant Person of the Net Proceeds from such Net Proceeds Event):


 


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


 




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(ii)         unless
the Required Lenders otherwise agree, the Term Loans shall be repaid in the manner set forth in Section 7.4(a), by
the amount equal to the portion of the aggregate amount of Net Proceeds (other than the Net Proceeds from Resale Transactions)
received by the Company and its Subsidiaries from all Net Proceeds Events described in clause (b) of such definition;
provided, however, that (x) no such prepayment of the Term Loans shall be required pursuant to this Section 7.3(c)(ii)
with respect to any sale, lease, transfer or other disposition of Term Loan Collateral during any twelve-month period ending on
March 31 of each year to the extent that the aggregate amount of such Net Proceeds, together with all other Net Proceeds described
in this Section 7.3(c)(ii) received during such period from any sale, lease, transfer or other disposition of Term
Loan Collateral, is less than $10,000,000 (or $25,000,000 for the twelve month period ending on March 31, 2014) or the Equivalent
in any other currency thereof; provided, further, that in the event that the aggregate Net Proceeds described in
this clause (x) received during such twelve-month period (the “Annual Net Proceeds”) is less than
$10,000,000 (or $25,000,000 for the twelve month period ending March 31, 2014), the difference between $10,000,000 (or $25,000,000
for the twelve month period ending on March 31, 2014) and the Annual Net Proceeds may be added to the $10,000,000 permitted to
be excluded from the prepayment of the Term Loans pursuant to this clause (x) applicable to any subsequent twelve-month
period (up to a maximum excluded amount not to exceed $25,000,000 in any such twelve-month period) and (y) for purposes of this
Section 7.3(c)(ii) only, the term “Net Proceeds” shall not include the Net Proceeds from any Specified
Disposition to the extent that the aggregate amount of Net Proceeds from all Specified Dispositions since the Closing Date does
not exceed $25,000,000;


 


provided, however, that any Reinvestment
Amount that is not used for the purpose certified by a Responsible Officer of the Company shall become Net Proceeds at the end
of the applicable 365 or 545, as applicable, day period (in accordance with the definition of “Reinvestment Amount”)
and the Company shall repay the Term Loans promptly (but in any event within one (1) Business Day following the end of such three
hundred and sixty-five (365) or five hundred and forty-five (545) day period) in an amount equal to such unused Reinvestment Amount
to the extent required under Section 7.3(c)(ii).


 


(d)          If
the Company would incur costs pursuant to Section 7.11 as a result of any payment due pursuant to this Section 7.3,
the Company may deposit the amount of such payment with the Administrative Agent, for the benefit of the Lenders, in a Cash Collateral
Account under the control of the Administrative Agent, until the end of the applicable Interest Period at which time such payment
shall be made. The Company hereby grants to the Administrative Agent, for the benefit of such Lenders, a security interest in all
amounts in which the Company has any right, title or interest which are from time to time on deposit in such Cash Collateral Account
and expressly waives all rights (which rights the Company hereby acknowledges and agrees are vested exclusively in the Administrative
Agent) to exercise dominion or control over any such amounts.


 


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


 


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


 


(b)          Any
prepayment of the Term Loans required pursuant to Section 7.3 (except for pursuant to Section 7.3(b)) shall
be applied, at the option of the Company, to reduce ratably the remaining installments thereof or in the direct order of maturities.


 




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


 


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


 


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


 


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


 


Section
7.6.          [Intentionally Omitted]


 


Section
7.7.          Conversion Options, Minimum Tranches and Maximum
Interest Periods. (a) The Company may elect from time to time to convert outstanding Loans from Eurodollar Loans to
Alternate Base Rate Loans by giving the Administrative Agent at least one (1) Business Day’s prior irrevocable notice of
such election. The Company may elect from time to time and at any time to convert outstanding Loans from Alternate Base Rate Loans
to Eurodollar Loans by giving the Administrative Agent at least three (3) Working Days’ irrevocable notice of such election;
provided, however, that no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and
is continuing and the Administrative Agent or the Required Lenders, so elect by notice to the Company. Upon receipt of such notice,
the Administrative Agent shall promptly notify each affected Lender thereof. On the date on which such conversion is being made,
each such affected Lender shall take such action as is necessary to effect such conversion. All or any part of the outstanding
Loans may be converted as provided herein. Each such notice by the Company shall be in substantially the form of Exhibit I
(a “Notice of Conversion or Continuation”).


 


(b)          Any
Loans which are Eurodollar Loans may be continued as such upon the expiration of an Interest Period with respect thereto by giving
the Administrative Agent at least three (3) Working Days’ irrevocable notice for continuation thereof; provided, however,
that no such Eurodollar Loan may be continued as such when any Event of Default has occurred and is continuing and the Administrative
Agent or the Required Lenders, so elect by notice to the Company, and, instead, such Eurodollar Loans shall be automatically converted
to an Alternate Base Rate Loan on the last day of the Interest Period for such Eurodollar Loans. The Administrative Agent shall
notify each affected Lender promptly that such automatic conversion shall occur. Each such notice by the Company shall be in substantially
the form of the Notice of Conversion or Continuation.


 




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(c)          [Intentionally
Omitted]


 


(d)          [Intentionally
Omitted]


 


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


 


(f)          [Intentionally
Omitted]


 


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


 


Section
7.8.          Inability to Determine Interest Rate.
(a) In the event that the Administrative Agent shall have determined (which determination, in the absence of manifest error,
shall be conclusive and binding upon the Company) that by reason of circumstances affecting the relevant interbank eurocurrency
market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for any Interest Period with respect to
(i) any proposed Loan that the Company has requested be made as Eurodollar Loans, (ii) a Eurodollar Loan that will result from
the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (iii) the continuation of a Eurodollar
Loan as such for an additional Interest Period (any such Loan described in clauses (i), (ii) or (iii) of this
Section 7.8(a) being herein called an “Affected Loan”), the Administrative Agent shall forthwith
give telecopy or telephonic notice of such determination, confirmed in writing, to the Company (with a copy to any affected Lenders)
at least two (2) Business Days prior to, as the case may be, the borrowing date for such Eurodollar Loan, the conversion date for
such Alternate Base Rate Loan or the last day of the Interest Period applicable to such Eurodollar Loan. Unless the Company shall
have notified the Administrative Agent promptly upon receipt of such telecopy or telephonic notice that it wishes to rescind or
modify its request regarding such Affected Loans, then, as the case may be, any requested Eurodollar Loan shall be made as an Alternate
Base Rate Loan, continued as an Alternate Base Rate Loan or converted into an Alternate Base Rate Loan. Until any such notice has
been withdrawn by the Administrative Agent, no further Affected Loans shall be made.


 




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(b)          In
the event that the Required Lenders determine that the Eurodollar Rate determined or to be determined for such Interest Period
will not accurately reflect the cost to them of making or maintaining any Term Loans that the Company has requested that they make
or maintain as, or convert to, Eurodollar Loans, the Administrative Agent shall forthwith give telecopy or telephonic notice of
such determination to the Company on or before the requested borrowing, conversion or continuation date for such Term Loans or
the next succeeding Interest Period with respect thereto. Unless the Company shall have notified the Administrative Agent promptly
after receipt of such telecopy or telephonic notice that it wishes to rescind or modify its borrowing request, then any such Eurodollar
Loans shall be made as or converted to Alternate Base Rate Loans.


 


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


 


(b)          [Intentionally
Omitted]


 


(c)          [Intentionally
Omitted]


 


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


 


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


 


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


 




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


 


(iii)        imposes
on such Lender any other condition;


 


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


 


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


 


(c)          It
is understood and agreed that the Dodd–Frank Wall Street Reform and Consumer Protection Act (Pub.L. 111-203, H.R. 4173),
all Requirements of Law relating thereto, all interpretations and applications thereof and any compliance by a Lender with any
request or directive relating thereto, shall, for the purposes of Sections 7.10(a) and (b) of this Agreement, be
deemed to be adopted subsequent to the date hereof.


 


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


 




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


 


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


 


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


 




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


 


(i)          (A)         prior
to the Closing Date (or, in the case of a Transferee, prior to the date it becomes a Transferee), deliver to the Company and the
Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI, or successor applicable
form, as the case may be, certifying in each case that such Lender or Transferee is entitled to receive all payments under this
Agreement and the Notes, without deduction or withholding of any United States federal income taxes;


 


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


 


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


 


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


 




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


 


(d)          If
a payment made to any Lender or any Agent under this Agreement or any other Loan Document would be subject to U.S. federal withholding
tax imposed by FATCA if such Lender or such Agent were to fail to comply with the applicable reporting requirements of FATCA (including
those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or such Agent shall deliver to the Company
and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Company
or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i)
of the Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary
for the Company and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has
or has not complied with such Lender's obligations under FATCA or to determine the amount, if any, to deduct and withhold from
such payment. Solely for purposes of this Section 7.12(d), “FATCA” shall include any amendments
made to FATCA after the date of this Agreement.


 


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


 


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


 




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


 


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


 


Section
7.13.         [Intentionally Omitted].


 


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


 


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


 


Section
7.15.         Pro Rata Treatment and Payments.


 


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


 




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


 


(c)          Unless
the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender prior to a borrowing date that
such Lender will not make the amount which would constitute its Commitment Percentage of the borrowing to be made on such date
available to the Administrative Agent on such borrowing date, the Administrative Agent may assume that such Lender has made such
amount available to the Administrative Agent and, in reliance upon such assumption, make available to the Company a corresponding
amount. If such amount is made available to the Administrative Agent on a date after such borrowing date, such Lender shall pay
to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Effective Rate during
such period as determined by the Administrative Agent multiplied by (ii) such amount multiplied by (iii) a fraction of which the
numerator is the number of days from and including such borrowing date to the date on which such amount becomes immediately available
to the Administrative Agent and of which the denominator is 360. A certificate of the Administrative Agent submitted to any Lender
with respect to any amounts owing under this paragraph (c) shall be conclusive, in the absence of manifest error. If such
amount is not in fact made available to the Administrative Agent by such Lender within three (3) Business Days after such borrowing
date, the Administrative Agent shall be entitled to recover such amount, with interest thereon at the rate per annum then applicable
to Alternate Base Rate Loans hereunder, within eight (8) Business Days after demand, from the Company.


 


(d)          Unless
a Notice of Actionable Default has been delivered pursuant to the Intercreditor Agreement, except as otherwise expressly set forth
herein, all payments and any other amounts received by the Administrative Agent from or for the benefit of the Company shall be
applied as follows: first, to pay principal of, and interest on, any portion of the Loans the Administrative Agent may have
advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not
then been reimbursed by such Lender or the Loan Parties; second, to pay fees and expenses of the Agents then due and payable;
third, all other Payment Obligations then due and payable; and fourth, as the Company so designates. All such payments
shall be allocated ratably among such of the Agents and the Lenders as are entitled thereto. All optional prepayments made under
Section 7.2(b) shall be allocated in accordance with the terms thereof.


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


(ix)         ninth,
as directed by the Company;


 


provided, however, that if
sufficient funds are not available to fund all payments to be made in respect of any of the Payment Obligations set forth in any
of clauses first through eighth above, the available funds being applied with respect to any such Payment Obligation
(unless otherwise specified in such clause) shall be allocated to the payment of such Payment Obligations ratably, based on the
proportion of each Agent’s and each Lender’s interest in the aggregate outstanding Payment Obligations described in
such clauses. The order of payment application set forth in clauses (i) through (viii) above may be amended at any
time and from time to time by the Required Lenders without any notice to or consent of or approval by any Loan Party or any other
Person that is not a party to this Agreement; provided, however, that any such amendment adversely affecting any
Agent shall also require the prior written consent of such Agent.


 


Section
7.16.         Substitution of Lenders. If (a) it becomes
unlawful for any Lender to continue to maintain Eurodollar Loans as contemplated by this Agreement or to accept deposits in order
to maintain such Eurodollar Loans and such Lender notifies the Company pursuant to Section 7.9 or (b) the Company
is required to make any payment pursuant to Section 7.10 or Section 7.12 that is attributable to any particular
Lender (any such Lender, an “Affected Lender”), at the request of the Company and with the consent of the Administrative
Agent (in its sole discretion exercised reasonably), any Eligible Assignee reasonably acceptable to the Administrative Agent (which
Eligible Assignee may be the Lender acting as the Administrative Agent) shall have the right (but not the obligation) to purchase
from such Affected Lender, and such Affected Lender shall, upon the request of the Administrative Agent, sell and assign to such
Eligible Assignee, all of the Term Loan Commitments and the Term Loans of such Affected Lender for an amount equal to the principal
balance of all applicable Loans held by such Affected Lender and all accrued and unpaid interest and fees with respect thereto
through the date of such sale and purchase (the “Purchase Amount”); provided, however, that such
sale and purchase (and the corresponding assignment) shall not be effective until (A) the Administrative Agent shall have received
from such Eligible Assignee an agreement in form and substance satisfactory to the Administrative Agent and the Company whereby
such Eligible Assignee shall agree to be bound by the terms hereof and (B) such Affected Lender shall have received the Purchase
Amount from such Eligible Assignee. Each Lender agrees that, if it becomes an Affected Lender, it shall execute and deliver to
the Administrative Agent (x) an Assignment and Acceptance to evidence such sale and assignment and (y) to the extent the Term Loan
Commitments and Term Loans subject to such Assignment and Acceptance are evidenced by a Note or Notes, such Note or Notes; provided,
however, that the failure of any Affected Lender to execute an Assignment and Acceptance or deliver such Note or Notes shall
not render such sale and purchase (and the corresponding assignment) invalid.


 




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ARTICLE
VIII



REPRESENTATIONS AND WARRANTIES


 


In order to induce the
Lenders, the Administrative Agent and the Collateral Agent to enter into this Agreement and to make the Loans hereunder, the Company
hereby makes to each of them (i) on the Effective Date, solely with respect to the Company, each of the representations and warranties
set forth in Sections 8.1 and 8.2 and (ii) on the Closing Date and each other date required pursuant to Section 9.2
each of the following representations and warranties:


 


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


 


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


 


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


 




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(c)          This
Agreement has been, and the other Loan Documents to which it is a party will be, executed and delivered by a duly authorized officer
of each Loan Party. This Agreement constitutes, and the other Loan Documents to which it is a party, when executed and delivered
by it and the other parties thereto, will constitute, the legal, valid and binding obligations of each Loan Party, enforceable
against it in accordance with their respective terms except as enforceability may be limited by bankruptcy, insolvency, moratorium,
reorganization or other similar laws affecting creditors’ rights generally and except as enforceability may be limited by
general principles of equity.


 


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


 


Section
8.4.          No Material Litigation. No litigation,
investigation or administrative proceeding of or before any court, arbitrator or Governmental Authority is presently pending or,
to the knowledge of any Loan Party, threatened against it, any of the other Loan Parties, or any of its or their properties or
assets, (a) with respect to this Agreement, any other Loan Document or any of the transactions contemplated hereby or thereby,
(b) with respect to the validity or enforceability of the obligations of the Company or any Loan Party under this Agreement and
the other Loan Documents to which it is a party or (c) which would be reasonably likely to have a Material Adverse Effect, except
(in the case of this clause (c) only) for any litigation, investigation or administrative proceeding which has been
disclosed in any of the Company’s or Revlon’s public filings with the Securities and Exchange Commission including
its Form 10-K for the fiscal year ended December 31, 2012 or its Form 10-Q for the last fiscal quarter ended prior to the Closing
Date or which arises out of the same facts and circumstances, and alleges substantially the same complaints and damages, as any
litigation, investigation or proceeding so disclosed and in which there has been no material adverse change since the date of such
disclosure.


 


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


 


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


 




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Section
8.7.          Taxes. (a) The Company and each
of its Subsidiaries and, to the best knowledge of the Company, any other member (as such term is defined in Treasury Regulations
§1.1502-1(b), or any similar provision of state, local or foreign law) of the consolidated, combined or unitary group (if
any) of which the Company is or was a member, has timely filed or caused to be timely filed all material tax returns (including,
without limitation, information returns) which are required to be filed, and have paid all material taxes (whether or not shown
to be due and payable on such returns) or on any assessments made against them (other than those being contested in good faith
by appropriate proceedings for which adequate reserves (in accordance with GAAP) have been provided on the books of the Company
or such Subsidiary, or other member of the consolidated, combined or unitary group, as the case may be), and no tax Liens which
violate Section 11.3(a) have been filed. As of the date hereof, the period within which United States federal income
taxes may be assessed against the Company and each of its Subsidiaries has expired without further extension or waiver for all
taxable years ending on or before December 31, 2005.


 


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


 


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


 




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Section
8.9.          Financial Condition. The Audited Financial
Statements of the Company and the Unaudited Financial Statements of the Company and the notes thereto present fairly the consolidated
financial condition of the Company and its Subsidiaries as of such dates, and the consolidated results of their operations and
cash flows for the fiscal periods then ended. The Audited Financial Statements of the Company and the Unaudited Financial Statements
of the Company have been prepared in accordance with GAAP applied consistently throughout the periods presented except as disclosed
in such financial statements and the notes thereto. The Audited Financial Statements of the Acquired Business, together with the
notes thereto, give a fair view of the consolidated financial position of the Acquired Business as at the date to which they were
prepared and for the financial years then ended and were prepared in accordance with IFRS applied consistently throughout the periods
presented except as disclosed in such financial statements and the notes thereto. To the knowledge of the Company, the Unaudited
Financial Statements of the Acquired Business fairly represent the financial position of the Acquired Business as at the date to
which they were prepared and for the financial quarters to which they relate and were prepared on a basis consistent with IFRS
(to the extent appropriate in the context of such accounts). Neither the Company nor any of its Subsidiaries (in the case of any
of the following relating to the Acquired Business for the period from January 1, 2013 through the Closing Date, to the Company’s
knowledge) has any material Contingent Obligation or any material obligation, liability or commitment, direct or contingent (including,
without limitation, any liability for taxes or any material forward or long-term commitment), which is (a) not reflected in the
foregoing statements and the notes thereto or (b) prohibited to be incurred under this Agreement.


 


Section
8.10.         No Change. Since December 31, 2012, there
has been no material adverse change in the business, condition (financial or otherwise), operations, performance or properties
of either of (a) Revlon or (b) the Company and its Subsidiaries taken as a whole (it being understood that (x) nothing set forth
in any Form 8-K’s or Form 10-Q’s of the Company filed with or furnished to the SEC prior to the date hereof during
fiscal year 2013 and (y) no facts or circumstances relating to the Acquired Business on or prior to the Closing Date and disclosed
in information furnished to the Lenders in connection with the execution of this Agreement constitutes, either individually or
in the aggregate, such a material adverse change). 


 


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


 




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Section
8.12.         Investment Company Act. None of Revlon,
the Company or any Subsidiary of the Company is an “investment company” or an “affiliated person”
of, or “promoter” or “principal underwriter” for, an “investment company”,
as each such term is defined and used in the Investment Company Act of 1940, as amended


 


Section
8.13.         Company Information; Matters Relating to Subsidiaries.


 


(a)          Schedule
8.13(a) sets forth as of the Closing Date (as such schedule shall be delivered by the Company to the Administrative Agent on
or prior to the Closing Date) the name, address of principal place of business and taxpayer identification number of the Company.


 


(b)          Set
forth in Schedule 8.13(b) (as such schedule shall be delivered by the Company to the Administrative Agent on or prior to
the Closing Date) is a complete and accurate list showing all Subsidiaries of Revlon and the Company as of the Closing Date and,
as to each such Subsidiary, the jurisdiction of its organization, the percentage of the outstanding shares of stock owned (directly
or indirectly) by the Company and the direct Parent thereof.


 


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


 


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


 


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


 


Section
8.16.         Environmental Matters. (a) Except
to the extent provided in clause (b) below:


 




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


 


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


 


(iii)        none
of the Company or any Subsidiary of the Company has received, or is aware of, any existing or contemplated notice of violation
or potential liability by any regulatory agency or Person regarding environmental control matters or permit compliance with regard
to the Mortgaged Properties;


 


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


 


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


 


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


 


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


 


Section
8.17.         Models. (a) The financial models provided
to the Lenders in connection with the execution of this Agreement, together with any notes thereto, were prepared in good faith
on the basis of assumptions that were reasonable in light of conditions existing at the time of delivery of such models, it being
understood that such models are as to future events and are not to be viewed as facts, that actual results during the period or
periods covered by any such models may differ significantly from the projected results and that no assurance is given that the
projected results will be realized.


 




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(b)          The
financial models (if any) relating to the Company and provided to each Lender pursuant to Section 10.1(b), together
with any notes thereto, were prepared in good faith on the basis of assumptions that were reasonable in light of conditions existing
at the time of delivery of such models, it being understood that such models are as to future events and are not to be viewed as
facts, that actual results during the period or periods covered by any such models may differ significantly from the projected
results and that no assurance is given that the projected results will be realized.


 


Section
8.18.         Disclosure. No written information, schedule,
exhibit or report or other document (other than financial models, other forward looking information and information of a general
economic or in industry-specific nature) furnished by the Company, its Subsidiaries or Affiliates to any Agent or any Lender in
connection with the negotiation of this Agreement and the Security Documents or pursuant to the terms of this Agreement and the
Security Documents (in the case of any of the foregoing to the extent relating to the Acquired Business on or prior to the Closing
Date, to the Company’s knowledge), as such information, schedule, exhibit or report or other document has been amended, supplemented
or superseded by any other information, schedule, exhibit or report or other document later delivered to the same parties receiving
such information, schedule, exhibit or report or other document, taken as a whole contained any material misstatement of fact or
omitted to state a material fact necessary to make the statements contained therein not materially misleading in light of the circumstances
under which such statements were made.


 


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


 


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


 


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


 


Section
8.22.         Insolvency Proceedings. No Insolvency Proceeding
has occurred and is continuing.


 


Section
8.23.         OFAC. None of the Company or any of its
Subsidiaries (a) is a person whose property or interest in property is blocked or is currently subject to blocking pursuant to
Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit,
Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (b) engages in any dealings or transactions prohibited by
Section 2 of such executive order, or (c) is a person on the list of Specially Designated Nationals and Blocked Persons or is currently
subject to the sanctions under any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or executive
order.


 




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Section
8.24.         Anti-Terrorism Laws. None of the Company
or any of its Subsidiaries (and, to the knowledge of each Loan Party, no Joint Venture or Subsidiary thereof) is in violation in
any material respect of any United States Requirement of Law relating to terrorism or money laundering, including the United States
Executive Order No. 13224 on Terrorist Financing.


 


Section
8.25.         Patriot Act; Foreign Corrupt Practices Act.
To the extent applicable, each of the Company and its Subsidiaries is in compliance, in all material respects, with (a) the Trading
with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31
CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto and (b) the Uniting
And Strengthening America By Providing Appropriate Tools Required To Intercept And Obstruct Terrorism (USA Patriot Act of 2001)
(the “Patriot Act”). No part of the proceeds of the Loans will be used, directly or indirectly by any Group
Member, for any payments to any governmental official or employee, political party, official of a political party, candidate for
political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper
advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.


 


ARTICLE
IX



CONDITIONS PRECEDENT


 


Section
9.1.          Conditions to Extensions of Credit.
The agreement of the Lenders to make the extensions of credit requested to be made by it hereunder shall be subject to the satisfaction
or waiver in accordance with Section 14.1 (except to the extent set forth in Section 10.16) of only the conditions
precedent set forth in this Section 9.1 on or before the Termination Date (the date on which such conditions are satisfied
or waived being herein called the “Closing Date”). If the Closing Date does not occur on or before the Termination
Date or the Company shall terminate all Term Loan Commitments hereunder prior to the Closing Date, at the Company’s election
by written notice to the Lenders, this Agreement shall be automatically and irrevocably terminated.


 


(a)          Certain
Documents. The Administrative Agent shall have received on or prior to the Closing Date:


 


(i)          for
the account of each Lender requesting the same at least three (3) Business Days before the Closing Date, a Note of the Company
conforming to the requirements set forth herein;


 


(ii)         the
Guaranty, duly executed by each of Revlon, Inc., Revlon International Corporation, RIROS Corporation and RIROS Group (each a “Material
Existing Guarantor”);


 




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(iii)        the
Pledge and Security Agreement, duly executed by the Company and each Material Existing Guarantor, together with (x) UCC financing
statements identifying the Company and the Material Existing Guarantors as debtors and (y) certificates evidencing equity interests
that are in the possession of the collateral agent under the Existing Term Loan Agreement on the Closing Date; and


 


(iv)        the
Intercreditor Agreement, duly executed by each Loan Party party thereto.


 


(b)          Repayment
of Existing Indebtedness. The Administrative Agent shall have received reasonably satisfactory evidence that (i) all loans
outstanding under, and all other amounts due in respect of, the Existing Term Loan Agreement shall have been repaid in full (or
reasonably satisfactory arrangements made for such repayment to occur substantially concurrently with the Closing Date) and the
commitments thereunder shall have been permanently terminated and (ii) (A) all loans outstanding under, and all other amounts due
in respect of, the Existing Multi-Currency Credit Agreement shall have been repaid in full (or reasonably satisfactory arrangements
made for such repayment to occur substantially concurrently with the Closing Date) and the commitments thereunder shall have been
permanently terminated or (B) if the commitments under the credit agreement described in clause (a)(i) of the definition of “Multi-Currency
Credit Agreement” have been permanently terminated pursuant to Section 3.1(a) thereof on or before the Closing Date, amendments
to the Existing Multi-Currency Credit Agreement, to the extent necessary to permit the Colomer Acquisition and the transactions
contemplated by this Agreement and in form and substance reasonably satisfactory to the Administrative Agent, shall have become
or shall concurrently become effective.


 


(c)          Consummation
of the Acquisition. The Colomer Acquisition shall have been consummated or shall be consummated simultaneously with or immediately
following the Closing Date substantially in accordance with the Acquisition Agreement and all exhibits thereto (without giving
effect to any amendment, modification or waiver thereof or any consent thereunder (including any change in the purchase price)
in a manner that is materially adverse to the interests of the Lenders in their capacities as such without the prior consent of
the Arrangers, which consent shall not be unreasonably withheld or delayed). For purposes of the foregoing condition, any reduction
in the purchase price (other than pursuant to any purchase price or similar adjustment provision set forth in the Acquisition Agreement)
in connection with the Acquisition Agreement shall not be deemed materially adverse to the interests of the Lenders if such reduction
is less than 15% of the sum of the original purchase price plus any repayment or acquisition of debt set forth in the Acquisition
Agreement. For the avoidance of doubt, (x) the exercise of any right of extension under Section 3.1 of the Acquisition Agreement
as in effect on the Effective Date shall not be deemed to be an amendment, modification or waiver thereof or consent thereunder
for purposes of this Section 9.1(c) so long as such extension does not extend beyond the Termination Date and (y) any
extension of or delay in the date of the “Closing” (as defined in the Acquisition Agreement as in effect on the Effective
Date) shall not be deemed to be an amendment, modification or waiver thereof or consent thereunder for purposes of this Section
9.1(c) so long as such extension does not extend beyond the Termination Date.


 


(d)          Major
Default and Illegality.


 


(i)          No
Major Default shall have occurred and be continuing.


 


(ii)         It
not being illegal for the Lenders to perform their respective obligations hereunder or to fund the Loans.


 




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(e)          [Intentionally
omitted].


 


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


 


(g)          Incumbency
Certificates. The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary (or analogous
officer) of the Company and each Material Existing Guarantor dated the Closing Date, as to the incumbency and signature of the
officers of the Company and such Material Existing Guarantor executing each of this Agreement, the Notes and each other Loan Document
to which the Company and such Loan Party is a party, and any certificate or other documents to be delivered by it pursuant thereto,
together with evidence of the incumbency of such Secretary or Assistant Secretary as the case may be.


 


(h)          Legal
Opinions. The Administrative Agent shall have received executed legal opinions of Paul, Weiss, Rifkind, Wharton &
Garrison LLP, as counsel to the Company and the Executive Vice President and General Counsel of the Company, in each case, in form
and substance reasonably satisfactory to the Administrative Agent consistent with those delivered in connection with the Existing
Credit Agreement. Each of the counsel delivering the foregoing legal opinions is expressly instructed to deliver its opinion for
the benefit of each of the Administrative Agent, the Collateral Agent and each Lender.


 


(i)          Fees
and Expenses. The Administrative Agent shall have received or shall concurrently receive, for the accounts of each Lender,
each Agent and each Arranger, all fees and expenses owing hereunder or in connection herewith to such Persons, to the extent that
such fees and expenses have been presented for payment at least two (2) Business Days prior to the Closing Date (which amounts
may, at the Company’s election, be offset against the proceeds of the Loans).


 


(j)          Pro
Forma Financial Statements. The Administrative Agent shall have received a pro forma consolidated balance sheet as the
last day of the completed fiscal quarter most recently ended at least forty-five (45) days (or, in the case of the fourth quarter
of any fiscal year, sixty (60) days) before the Closing Date and related statements of income and cash flows of Company, as well
as pro forma levels of EBITDA calculated in a customary manner for syndicated bank facilities (collectively, the “Pro
Forma Financial Statements”), for the last fiscal year covered by the Audited Financial Statements of the Company and
for the latest four-quarter period ending with the latest period covered by the quarterly Unaudited Financial Statements of the
Company required by clause (k) below, in each case, after giving effect to the Colomer Acquisition.


 




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(k)          Financial
Statements of the Company. The Administrative Agent shall have received (a) audited consolidated balance sheets and related
statements of income, stockholders’ equity and cash flows of the Company for the three (3) fiscal years ended at least ninety
(90) days before the Closing Date (without any qualified audit opinion thereon) (the “Audited Financial Statements of
the Company”) and (b) unaudited consolidated balance sheets and related statements of income, stockholders’
equity and cash flows of the Company for each completed fiscal quarter since the last day of the last fiscal year covered by the
applicable Audited Financial Statements of the Company and ended at least forty-five (45) days (or, in the case of the fourth quarter
of any fiscal year, sixty (60) days) before the Closing Date (the “Unaudited Financial Statements of the Company”).
The Administrative Agent acknowledges receipt of the Audited Financial Statements of the Company for the three (3) fiscal years
ended before the date hereof and (ii) the Unaudited Financial Statements of the Company through the second fiscal quarter
of 2013.


 


(l)          Financial
Statements of the Acquired Business. The Administrative Agent shall have received (a) audited consolidated balance sheets
and related statements of income, stockholders’ equity and cash flows of the Acquired Business for the three (3) fiscal years
ended at least ninety (90) days before the Closing Date (without any qualified audit opinion thereon) (the “Audited Financial
Statements of the Acquired Business”) and (b) unaudited consolidated balance sheets and related statements of income,
stockholders’ equity and cash flows of the Acquired Business for each completed fiscal quarter since the last day of the
last fiscal year covered by the applicable Audited Financial Statements of the Acquired Business and ended at least forty-five
(45) days (or, in the case of the fourth quarter of any fiscal year, sixty (60) days) before the Closing Date (the “Unaudited
Financial Statements of the Acquired Business”). The Administrative Agent acknowledges receipt of the Audited Financial
Statements of the Acquired Business for the three (3) fiscal years ended before the date hereof and (ii) the Unaudited Financial
Statements of the Acquired Business through the second fiscal quarter of 2013.


 


(m)          USA
Patriot Act. Each of the Lenders shall have received, at least five (5) days prior to the Closing Date (to the extent reasonably
requested on a timely basis at least seven (7) days prior to the Closing Date), all documentation and other information required
by the applicable Governmental Authorities under applicable “know your customer” and anti-money laundering rules
and regulations, including, without limitation, the Patriot Act.


 


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


 


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


 


(i)          (A)
in the case of any Facility Increase or Refinancing Tranche, an amendment to this Agreement (including to Schedule II)
and the other Loan Documents, effective as of the Facility Increase Date or the Specified Refinancing Date, as applicable, and
executed by the Company and the Administrative Agent, to the extent necessary to implement terms and conditions of the Facility
Increase or Specified Refinancing and (B) in the case of any Refinancing Notes, (x) Refinancing Notes Indenture, effective as of
the Specified Refinancing Date, as agreed by the Company and the Administrative Agent, and executed by the indenture trustee and
the Company and (y) an intercreditor agreement, in form and substance reasonably satisfactory to the Administrative Agent, required
by Section 2.7 and executed by the indenture trustee and the Administrative Agent and acknowledged and agreed by the
Company;


 




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(ii)         written
commitments duly executed by existing Lenders (or their Affiliates or Related Funds) or Eligible Assignees in an aggregate amount
equal to the amount of the proposed Facility Increase (in accordance with Section 2.6(a), but in any case not to exceed,
in the aggregate for all such Facility Increases, the maximum amount set forth in Section 2.6(a)) or the proposed Specified
Refinancing (in accordance with Section 2.7) and, in the case of each such Eligible Assignee that is not an existing
Lender, an assumption agreement or comparable document in form and substance reasonably satisfactory to the Administrative Agent
and duly executed by the Company, the Administrative Agent and such Eligible Assignee;


 


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


 


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


 


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


 


(b)          Fees
and Expenses Paid. There shall have been paid to the Administrative Agent, for the account of the Administrative Agent
and the Lenders participating in such Facility Increase on such Facility Increase Date or such Specified Refinancing on such Specified
Refinancing Date, as applicable, all fees and expenses (including reasonable out-of-pocket fees and expenses of counsel to the
Administrative Agent) due and payable on or before the Facility Increase Date or Specified Refinancing Date, as applicable to the
extent that such fees and expenses have been presented for payment at least two (2) Business Days prior to the Facility Increase
Date or Specified Refinancing Date, as applicable (which amounts may, at the Company’s election, be offset against the proceeds
of the Facility Increase or Specified Refinancing, as applicable).


 


(c)          Other
Conditions. Other than for a Facility Increase relating to a Permitted Acquisition,


 




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


 


(ii)         no
Event of Default and no Default shall have occurred both before and after giving effect to the proposed Facility Increase or Specified
Refinancing;


 


(iii)        such
Facility Increase shall be made on the terms and conditions set forth in Section 2.6; and


 


(iv)        such
Specified Refinancing shall be made on the terms and conditions set forth in Section 2.7.


 


Section
9.3.          Certain Funds.


 


(a)          Subject
to Section 9.1, notwithstanding any Default or Event of Default and notwithstanding the conditions of Section 9.2
and any other provision of any Loan Document to the contrary, during the Certain Funds Period, each Lender shall be obliged to
make its Loans on the Closing Date if:


 


(i)          no
Major Default has occurred and is continuing; and


 


(ii)         it
not being illegal for the Lenders to perform their respective obligations hereunder or to fund the Loans.


 


(b)          During
the Certain Funds Period, none of the Lenders shall be entitled to


 


(i)          cancel
its Commitments hereunder;


 


(ii)         rescind,
terminate or cancel this Agreement or any of its Commitments hereunder or exercise any right or remedy or make or enforce any claim
under or in respect of the Loan Documents it may have to the extent to do so would prevent or limit the making of any Loans;


 


(iii)        refuse
to participate in the making of any Loans (except in circumstances where, pursuant to Section 9.3(a) above, a Lender
is not obliged to make its Loans on the Closing Date); or


 


(iv)        exercise
any right of set−off or counterclaim right which it may exercise in respect of a Loan to the extent to do so would prevent
or limit the making of any Loans.


 






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ARTICLE
X



AFFIRMATIVE COVENANTS 


 


From and after the Closing
Date, the Company hereby agrees that, until the Payment Obligations have been Fully Satisfied:


 


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


 


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


 


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


 


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


 


all such financial statements to be prepared
in reasonable detail and (except as approved by such accountants or Responsible Officer, as the case may be, and disclosed therein)
in accordance with GAAP applied consistently throughout the periods reflected therein (subject, in the case of interim periods,
to normal year-end adjustments and the absence of notes).


 


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


 




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


 


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


 


(c)          within
five (5) days after the same are sent, copies of all financial statements and reports which the Company or any of its Subsidiaries
and Revlon sends to holders of its publicly traded debt or equity securities, and within five (5) days after the same are filed,
copies of all financial statements and reports (including copies of all registration statements, proxy statements and regular and
periodic reports, if any) which any of such Persons may make to, or file with, the Securities and Exchange Commission or any successor
thereto;


 


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


 


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


 


Section
10.3.          Payment of Obligations. The Company
will, and will cause each of its Recourse Subsidiaries to, pay, discharge or otherwise satisfy at or (to the extent not otherwise
prohibited hereunder) before maturity or before they become delinquent, as the case may be, all its Indebtedness and other material
obligations of whatever nature, except when the amount or validity thereof is then being contested in good faith by appropriate
proceedings and reserves with respect thereto to the extent, if any, required by GAAP have been provided on the books of the Company
or such Subsidiary, as the case may be. Notwithstanding anything to the contrary in the foregoing sentence, the Company shall not
be in default under this Section 10.3 unless the aggregate amount of non-contested Indebtedness or obligations which
it and its Subsidiaries have so failed to pay, discharge or satisfy before they become delinquent and which remain delinquent at
the time of determination is more than $50,000,000 (or, with respect to any other currency, the Equivalent thereof) in the aggregate.


 




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


 


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


 


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


 


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


 


(a)          of
the occurrence of any Default or Event of Default;


 


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


 


(c)          of
any default or event of default by Revlon under any agreements or other instruments governing Indebtedness of Revlon involving
an aggregate amount in excess of $50,000,000 (or, with respect to any other currency, the Equivalent thereof);


 




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


 


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


 


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


 


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


 


if such Reportable Event, termination,
withdrawal or partial withdrawal (and, in the case of any Multiemployer Plan, its Reorganization or Insolvency) would be reasonably
likely to result in liability to the Company and the Guarantors, in the aggregate, in excess of $5,000,000; and


 


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


 


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


 


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


 


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


 


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


 




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


 


Section
10.10.         Additional Guaranties. The Company will
from time to time cause each Domestic Subsidiary thereof which has not previously done so to execute and deliver to the Administrative
Agent duly executed supplements and amendments to the Guaranty, in each case, in form and substance satisfactory to the Administrative
Agent; provided, however, the foregoing shall not apply to any Excluded Subsidiary. Each such supplement or amendment
shall be accompanied by such resolutions, incumbency certificates and legal opinions as are reasonably requested by the Administrative
Agent and are in form and substance reasonably satisfactory to the Administrative Agent.


 


Section
10.11.         Additional Stock Pledges. (a) The
Company will, and will cause each of its Domestic Subsidiaries (other than Excluded Subsidiaries) to, pledge to the Collateral
Agent 100% of the issued and outstanding Stock and Stock Equivalents (other than directors’ qualifying shares) of each Domestic
Subsidiary and Domestic Non-Recourse Subsidiary of the Company (other than any such Subsidiary that is an Excluded Subsidiary)
which has not previously been pledged hereunder. Such pledge shall be granted pursuant to duly executed joinders and amendments
to the Pledge and Security Agreement and, if applicable, the other Security Documents, in each case, in form and substance reasonably
satisfactory to the Administrative Agent.


 


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


 




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


 


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


 




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Section
10.12.         Additional Collateral. The Company will
cause each of its Subsidiary Guarantors which has not previously done so to execute and deliver to the Administrative Agent duly
executed joinders and amendments to the Pledge and Security Agreement and, if applicable, the other Security Documents, in each
case, in form and substance reasonably satisfactory to the Administrative Agent, and to take such other action as reasonably shall
be necessary or as the Administrative Agent reasonably shall request to grant to the Collateral Agent a valid and enforceable first
priority perfected security interest in all Collateral of such Subsidiary Guarantor (subject to any Liens permitted by Section 11.3).
Each such joinder and amendment shall be accompanied by such evidence of the taking of all actions as may be necessary or appropriate
for the perfection and first priority of such security interest (including, without limitation, the filing of any necessary Uniform
Commercial Code financing statements) and such resolutions, incumbency certificates and legal opinions as are reasonably requested
by the Administrative Agent, all of which shall be in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding
the foregoing or any other provision of this Agreement or any other Loan Document, (i) the Collateral shall exclude assets to the
extent that a security interest therein could reasonably be likely to result in a material adverse tax consequence to the Company,
and any other assets as to which the Collateral Agent and the Company reasonably agree that the cost or other consequence of obtaining
such a security interest or perfection thereof are excessive in relation to the value afforded thereby, (ii) with respect to any
Domestic Subsidiary (other than an Excluded Subsidiary) formed or acquired on or after the Closing Date, the Loan Parties shall
promptly and in any event not longer than ninety (90) days after the date such Domestic Subsidiary is formed or acquired (or such
longer period as the Administrative Agent may agree) comply with provisions of Sections 10.10 through 10.15 (inclusive)
and Section 10.19 and (iii) with respect to any Domestic Subsidiary that is initially an Excluded Subsidiary but subsequently
becomes no longer an Excluded Subsidiary, the Loan Parties shall promptly and in any event not longer than ninety (90) days after
the date such Domestic Subsidiary becomes no longer an Excluded Subsidiary (or such longer period as the Administrative Agent may
agree) comply with the provisions of Sections 10.10 through 10.15 (inclusive) or Section 10.19.


 


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


 


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


 


Section
10.14.         Intellectual Property. (a) The Company
will, and will cause each of the Subsidiary Guarantors to, take such action as is necessary (or as otherwise is reasonably requested
by the Administrative Agent) in order to grant to the Collateral Agent a first priority, perfected security interest in any copyright
registration in which the Company or any of the Subsidiary Guarantors may from time to time obtain any interest. The Company will
submit, and will cause each Subsidiary Guarantor to submit, to the Administrative Agent, by each January 31st and July 31st of
each year following the Closing Date, commencing on the first such date that occurs at least ninety (90) days after the Closing
Date (or, if the Administrative Agent reasonably so requests in writing, more often; provided, however, that, except
during such time as a Default or Event of Default has occurred and is continuing, the Administrative Agent shall not so request
more frequently than monthly), a Copyright Security Agreement (substantially in the form attached to the Pledge and Security Agreement
or such other form reasonably acceptable to the Administrative Agent) confirming the security interest of the Collateral Agent
in any Copyright acquired or with respect to which the Company or any Subsidiary Guarantor filed an application for copyright registration
during the two prior calendar quarters, duly executed and in proper form for recordation in the United States Copyright Office.


 




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


 


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


 


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


 


The Company will, and will cause each Subsidiary
Guarantor to, use its respective commercially reasonable best efforts to comply with all requirements of the Lanham Act and the
rules and regulations thereunder, as from time to time in effect, or other applicable law necessary in order to validly register
and maintain the registration of any such Significant Trademark with the United States Patent and Trademark Office, except as permitted
pursuant to Sections 10.4, 11.5 and 11.6 hereof. The Company will submit, and will cause each Subsidiary Guarantor
to submit, to the Administrative Agent, by each January 31st and July 31st of each year following the Closing Date, commencing
on the first such date that occurs at least ninety (90) days after the Closing Date (or, if the Administrative Agent reasonably
so requests in writing, more often; provided, however, that, except during such time as a Default or Event of Default
has occurred and is continuing, the Administrative Agent shall not so request more frequently than monthly), a Trademark Security
Agreement (substantially in the form attached to the Pledge and Security Agreement or such other form reasonably acceptable to
the Administrative Agent) confirming the security interest of the Collateral Agent in any Trademark acquired or with respect to
which the Company or any Subsidiary Guarantor filed an application for trademark registration during the two prior calendar quarters,
duly executed and in proper form for recordation in the United States Patent and Trademark Office.


 


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


 




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


 


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


 


The Company will, and will cause each Subsidiary
Guarantor to, use its respective commercially reasonable best efforts to comply with all requirements of the United States Patent
Act and the rules and regulations thereunder, as from time to time in effect, or other applicable law necessary in order to validly
obtain and maintain any Patent with the United States Patent and Trademark Office, except as permitted pursuant to Sections
10.4, 11.5 and 11.6 hereof. The Company will submit, and will cause each Subsidiary Guarantor to submit, to the Administrative
Agent, by each January 31st and July 31st of each year following the Closing Date, commencing on the first such date that occurs
at least ninety (90) days after the Closing Date (or, if the Administrative Agent reasonably so requests in writing, more often;
provided, however, that, except during such time as a Default or Event of Default has occurred and is continuing,
the Administrative Agent shall not so request more frequently than monthly), a Patent Security Agreement (substantially in the
form attached to the Pledge and Security Agreement or such other form reasonably acceptable to the Administrative Agent) confirming
the security interest of the Collateral Agent in any Patent acquired or with respect to which the Company or any Subsidiary Guarantor
filed an application for letters patent during the two prior calendar quarters, duly executed and in proper form for recordation
in the United States Patent and Trademark Office.


 


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


 




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Section
10.15.         Additional Mortgages. The Company shall
execute and deliver the Oxford Mortgage and related Mortgaged Related Documents within ninety (90) days after the Closing Date
(or such later date as the Administrative Agent may agree). With respect to any fee interest in any real property located in the
United States having a value (together with improvements thereon) of at least $7,500,000 acquired after the Closing Date by the
Company or any of its Domestic Subsidiaries (other than Excluded Subsidiaries), the Company or such Subsidiary shall promptly (and
in any event within forty-five (45) days (or such later date as the Administrative Agent may agree) after (x) the acquisition thereof
or (y) in the case of costs and expenses referred to in clause (c) below, the receipt of an invoice in respect thereof)
(a) execute and deliver a first-priority and a second-priority Mortgage, in favor of the Collateral Agent, for the benefit of the
holders of the Secured Obligations, covering such real property (subject to Customary Permitted Liens, Liens securing the Multi-Currency
Payment Obligations and Designated Eligible Obligations as provided for in the Intercreditor Agreement and other Liens approved
by the Administrative Agent), (b) if requested by the Administrative Agent, provide all Mortgage Supporting Documents relating
thereto and (c) pay all costs and expenses associated with the foregoing.


 


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


 


Section
10.17.         [Intentionally Omitted]


 


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


 


Section
10.19.         Control Accounts; Approved Deposit Accounts.


 


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


 


(b)          The
Administrative Agent may establish one or more Cash Collateral Accounts with such depositaries and Securities Intermediaries as
it in its sole discretion shall determine to the extent expressly contemplated in any Loan Document and shall (or direct the Collateral
Agent to) apply the all funds on deposit in such Cash Collateral Account as so contemplated. Funds on deposit in any Cash Collateral
Account may be invested (but the Administrative Agent shall be under no obligation to make any such investment) in Cash Equivalents
at the direction of the Administrative Agent and, except during the continuance of an Event of Default, the Administrative Agent
agrees with the Company to direct the Collateral Agent to issue Entitlement Orders for such investments in Cash Equivalents as
requested by the Company; provided, however, that neither the Administrative Agent nor the Collateral Agent shall
have any responsibility for, or bear any risk of loss of, any such investment or income thereon.


 




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ARTICLE
XI



NEGATIVE COVENANTS


 


From and after the Closing
Date, the Company hereby agrees that, until the Payment Obligations are Fully Satisfied:


 


Section
11.1.          Financial Covenant. The Company will
not permit the First Lien Secured Leverage Ratio of the Company and its Subsidiaries for the period of four consecutive fiscal
quarters of the Company ending on the last day of the first full fiscal quarter after the Closing Date and ending on the last day
of each fiscal quarter thereafter to be greater than 4.25 to 1.00.


 


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


 


(a)          Indebtedness
in respect of (i) the Payment Obligations and any Permitted Refinancing thereof or (ii) in respect of any Refinancing Notes and
any Permitted Refinancing thereof;


 


(b)          (i)
Indebtedness under the Senior Notes Indenture in respect of the Existing Senior Notes and any Permitted Refinancing thereof and
(ii) any other Indebtedness (whether issued under the Senior Notes Indenture or otherwise) in an aggregate principal amount for
such other Indebtedness not to exceed $200,000,000 (the “Additional Senior Notes”) and any Permitted Refinancing
thereof;


 


(c)          Indebtedness
(i) of the Company owing to any of its Wholly-Owned Recourse Subsidiaries, (ii) of any Wholly-Owned Recourse Subsidiary of the
Company owing to any other Wholly-Owned Recourse Subsidiary of the Company, (iii) of any Wholly-Owned Recourse Subsidiary of the
Company owing to the Company and (iv) of any Non-Recourse Subsidiary to any other Non-Recourse Subsidiary; provided, however,
in each case, that the aggregate principal amount of such Indebtedness of any Recourse Subsidiary that is not a Guarantor incurred
after the Closing Date shall be subject to Section 11.8(j);


 


(d)          Indebtedness
of any Foreign Subsidiary or any foreign branch of a Domestic Subsidiary principally doing business outside of the United States
(including, without limitation, Indebtedness on account of letters of credit not issued under the Multi-Currency Credit Agreement)
and, without duplication, any Contingent Obligation of the Company in respect thereof, in an aggregate principal amount at any
time outstanding not exceeding for the Foreign Subsidiaries and foreign branches of Domestic Subsidiaries in the aggregate the
greater of (A) $60,000,000 and (B) 37.50% of Consolidated Net Tangible Assets of the Company’s Foreign Subsidiaries (or,
with respect to any other currency, the Equivalent in Dollars thereof), in each case, determined at the time of incurrence; provided,
however, that for purposes of this Section 11.2(d), such aggregate principal amount shall not include an amount
equal to the aggregate principal amount of Indebtedness of the Foreign Subsidiaries and foreign branches of Domestic Subsidiaries
to any bank which is offset by compensating balances at such bank (which Indebtedness shall be permitted hereunder);


 




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


 


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


 


(g)          Indebtedness
of the Company and its Subsidiaries under Interest Rate Agreements which are in existence on the Closing Date, and other Indebtedness
of the Company and its Subsidiaries under Interest Rate Agreements, which have the sole purpose of hedging interest rate exposure
of the Company and its Subsidiaries;


 


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


 


(i)          (i)
Qualified Affiliate Indebtedness and (ii) Indebtedness outstanding on the Closing Date under the Existing Subordinated Loan
and, in each case, any Permitted Refinancing thereof;


 


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


 


(k)          Indebtedness
of any Foreign Subsidiary or a foreign branch of a Domestic Subsidiary principally doing business outside of the United States
to any Person (other than an Affiliate of the Company), in an aggregate principal amount at any one time outstanding not to exceed
the greater of (A) $50,000,000 and (B) 31.25% of Consolidated Net Tangible Assets of Foreign Subsidiaries (or with respect to any
other currency, the Equivalent in Dollars thereof), in each case, determined at the time of incurrence; provided, however,
that, such Indebtedness (i) is not guaranteed by any Loan Party (except to the extent that the Lien permitted by Section 11.3(m),
in itself, constitutes a guarantee) and (ii) is either offset or secured by a counterpart deposit, compensating balance or
a pledge of cash deposit; provided, further, that such counterpart deposit, compensating balance or cash deposit
pledge does not constitute Collateral (as defined in any Security Document) or any of the Unpledged International Property;


 


(l)          Capital
Lease Obligations and Indebtedness of the Company or any of its Subsidiaries incurred to finance or reimburse the cost of the acquisition,
development, construction, purchase, lease, repair, addition or improvement of property (real or personal), equipment or other
assets used or useful in a Permitted Business, whether through the direct purchase of assets or the Capital Stock of any Person
that owns no other assets or property than those that would have been permitted to be purchased directly under this clause (l)
(which Indebtedness may be issued at any time within three hundred sixty-five (365) days of such acquisition, development,
construction, purchase, lease, repair, addition or improvement) and any refinancing thereof; provided, however, that
the aggregate principal amount of any Indebtedness permitted under this clause (l) at
any time outstanding shall not exceed the greater of (A) $75,000,000 and (B) 12.00% of Consolidated Net Tangible Assets
of the Company and its Subsidiaries (or with respect to any other currency, the Equivalent in Dollars thereof), in each case, determined
at the time of incurrence;


 




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


 


(n)          [Intentionally
Omitted];


 


(o)          additional
Indebtedness in an aggregate principal amount not to exceed $250,000,000 at any one time outstanding (or with respect to any other
currency, the Equivalent in Dollars thereof); provided, however, that any refinancing of any Indebtedness permitted under
this clause (o) shall be a Permitted Refinancing;


 


(p)          additional
Indebtedness if, after giving effect to the incurrence of such Indebtedness (and any Permitted Acquisition consummated in connection
therewith, whether prior to or concurrently with such incurrence), as of the last day of the most recent four consecutive fiscal
quarters with respect to which financial statements shall have been delivered pursuant to Section 9.1(k) or Section 10.1,
(i) the Company is in pro forma compliance with Section 11.1 and (ii) the Company’s Total Leverage Ratio,
calculated on a pro forma basis, is less than 6.00 to 1.00 and any Permitted Refinancing thereof;


 


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


 


(r)          Indebtedness
of a Subsidiary of the Company (including the Acquired Business) outstanding on the date on which such Subsidiary was acquired
by the Company or incurred pursuant to lines of credit or other financing arrangements (including factoring arrangements) in existence
on such date (other than Indebtedness issued in contemplation of or as consideration in, or to provide all or any portion of the
funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary
became a Subsidiary of the Company or was acquired by the Company) and any Permitted Refinancing thereof;


 


(s)          Indebtedness
under the Multi-Currency Credit Agreement, any Facilities Increase (as defined in the Multi-Currency Credit Agreement) and
any Permitted Refinancing thereof; provided, however,
that the aggregate principal amount of any Indebtedness permitted under this clause (s) at
any time outstanding shall not exceed $240,000,000 (or with respect to any other currency, the Equivalent in Dollars thereof);


 


(t)          [Intentionally
Omitted];


 




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(u)          Non-Recourse
Indebtedness of a Non-Recourse Subsidiary;


 


(v)         Indebtedness
arising from agreements of the Company or a Subsidiary of the Company providing for indemnification, earnouts, adjustment of purchase
price or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business,
assets or a Subsidiary of the Company, other than guarantees of Indebtedness, incurred by any Person acquiring all or any portion
of such business, assets or Subsidiary for the purpose of financing such acquisition, provided that (1) such Indebtedness
is not reflected on the balance sheet of the Company or any Subsidiary of the Company (contingent obligations referred to in a
footnote to financial statements and not otherwise reflected on the balance sheet shall not be deemed to be reflected on such balance
sheet for purposes of this clause (1)) and (2) in the case of a disposition, the maximum assumable liability in respect
of all such Indebtedness (other than liability for those indemnification obligations that are not customarily subject to a cap)
shall at no time exceed the gross proceeds including noncash proceeds (the fair market value of such noncash proceeds being measured
at the time received and without giving effect to any subsequent changes in value) actually received by the Company and the Subsidiaries
of the Company in connection with such disposition;


 


(w)          obligations
in respect of performance, bid, appeal and surety bonds and completion guarantees and similar obligations provided by the Company
or any Subsidiary of the Company in the ordinary course of business;


 


(x)          Indebtedness
(A) arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient
funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within two (2)
Business Days after its incurrence or (B) supported by a letter of credit, in a principal amount not in excess of the stated amount
of such letter of credit (which letter of credit is otherwise permitted under this Section 11.2); and


 


(y)          Indebtedness
to any Person (other than an Affiliate of the Company) in respect of the undrawn portion of the face amount of or unpaid reimbursement
obligations in respect of letters of credit not issued under the Multi-Currency Credit Agreement for the account of the Company
or any of its Subsidiaries in an aggregate amount at any one time outstanding not to exceed $20,000,000 (or with respect to any
other currency, the Equivalent in Dollars thereof);


 


provided, however, that in
no event may the Company or any of its Subsidiaries incur any Indebtedness to REV Holdings or (so long as the Company does not
elect to make RPH a Subsidiary) RPH.


 


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


 


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


 




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


 


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


 


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


 


(e)          easements,
reservations, licenses, rights-of-way, zoning restrictions and covenants, conditions and restrictions and other similar encumbrances
or title defects or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of such
Person or to the ownership of its properties which, in the aggregate, do not materially detract from the use of the property subject
thereto or materially interfere with the ordinary conduct of the business of the Company or any of its Subsidiaries;


 


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


 


(g)          Liens
existing on the date of this Agreement as set forth in Schedule 11.3(g);


 


(h)          Liens
under the Security Documents (including, without limitation, Liens which secure Designated Eligible Obligations as provided for
in the Intercreditor Agreement) or any other Lien securing all or any portion of the Payment Obligations, the Multi-Currency Payment
Obligations or any refinancings thereof permitted by Sections  2.7, 11.2(a) or 11.2(s), or Designated Eligible
Obligations or Multi-Currency Eligible Obligations, in each case, as provided for in the Intercreditor Agreement or other applicable
intercreditor agreement contemplated hereunder as a condition to the incurrence of such Indebtedness;


 


(i)          attachment,
judgment, order or other similar Liens arising in connection with court or arbitration proceedings; provided, however,
that the same are being contested in good faith and any appropriate legal proceedings which may have been duly initiated for the
review of such judgment or similar Lien shall not have been finally terminated or the period within which such proceedings may
be initiated shall not have expired and, in each case, shall not otherwise constitute an Event of Default under Section 12.1(k);


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 




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(q)          Permitted
Junior Liens securing Indebtedness permitted by Section 11.2(b), provided that the aggregate outstanding principal
amount of Indebtedness permitted to be secured by Liens permitted under this Section 11.3(q) shall not exceed $555,000,000,
plus, if the amount of any Indebtedness outstanding under Section 11.2(b) includes any Permitted Refinancing of Indebtedness
thereunder, the aggregate of amounts described in subclauses (2) and (3) of clause (b) of the definition of “Permitted
Refinancing” in respect of such Permitted Refinancing;


 


(r)          Liens
on the assets or property of a Foreign Subsidiary which secure any non-debt obligations of such Foreign Subsidiary;


 


(s)          Liens
(i) on the assets or property (including shares of Capital Stock) of a Subsidiary of the Company (including the Acquired Business)
existing (or required pursuant to agreements existing) at the time such Subsidiary became a Subsidiary of the Company or (ii) on
any property at the time the Company or a Subsidiary of the Company acquired such property (including any acquisition by means
of a merger or consolidation with or into the Company or any Subsidiary of the Company) in each case not incurred or created in
connection with or in anticipation of such Subsidiary becoming a Subsidiary of the Company or such acquisition; provided,
however, that such Liens do not extend to or cover any other property or assets of the Company or any of its Recourse Subsidiaries
other than the proceeds of the assets or property described in clause (i) or (ii) above and any improvements
thereto or as otherwise permitted under this Section 11.3;


 


(t)          Liens
in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the
importation of goods in the ordinary course of business;


 


(u)          Liens
that are contractual rights of set-off and other Liens arising as a matter of law (i) relating to the establishment of depository
relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts
of the Company or any Recourse Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course
of business of the Company and its Recourse Subsidiaries or (iii) relating to purchase orders and other agreements entered
into with customers of the Company, the Company or any Recourse Subsidiary in the ordinary course of business;


 


(v)         Liens
on inventory or equipment of the Company or any Subsidiary granted in the ordinary course of business to the Company’s client
or customer at which such inventory or equipment is located;


 


(w)          Liens
arising from precautionary UCC financing statement filings (or similar filings under other applicable law) regarding leases entered
into by the Company or any Subsidiary in the ordinary course of business;


 


(x)          Liens
on Receivables and Related Assets incurred in connection with a Receivables Facility (other than the Capital Stock of any Receivables
Subsidiary);


 


(y)          leases,
licenses, subleases and sublicenses of property granted by the Company and its Subsidiaries in the ordinary conduct of the business
of the Company or any of its Subsidiaries and which do not secure any Indebtedness;


 




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(z)          Liens
securing Indebtedness in respect of Permitted Refinancings permitted under Section 11.2 to the extent such Liens are
permitted under clause (g) of the definition of “Permitted Refinancing”;


 


(aa)         Liens
granted in favor of issuers of documentary or trade letters of credit for the account of the Company or such Subsidiary or bankers’
acceptances, which Liens secure the reimbursement obligations of the Company or such Subsidiary on account of such letters of credit
or bankers’ acceptances; provided that each such Lien is limited to (i) the assets acquired or shipped with the
support of such letter of credit or bankers’ acceptances and (ii) any assets of the Company or such Subsidiary which
are in the care, custody or control of such issuer;


 


(bb)         Liens
on (i) the net proceeds of the incurrence of Indebtedness to secure any redemption, repurchase or defeasance obligations in
respect of such Indebtedness or any other Indebtedness being refinanced with the proceeds of such Indebtedness and (ii) any
additional cash to secure such redemption, repurchase or defeasance obligations in an amount which, when added to such net proceeds,
is necessary to effect such redemption, repurchase or defeasance;


 


(cc)         deposits
in the ordinary course of business to secure liability to insurance carriers;


 


(dd)         Liens
deemed to exist in connection with Investments in repurchase agreements permitted under Section 11.2; provided that
such Liens do not extend to any assets other than those assets that are the subject of such repurchase agreement;


 


(ee)         Permitted
Junior Liens securing Indebtedness permitted by Section 11.2(o) or Section 11.2(p); provided, however,
that, after giving effect to such Liens (and any Permitted Acquisition consummated in connection therewith, whether prior to or
concurrently with such incurrence of such Liens), as of the last day of the most recent four consecutive fiscal quarters with respect
to which financial statements shall have been delivered pursuant to Section 9.1(k) or Section 10.1, (i) the
Company is in pro forma compliance with Section 11.1 and (ii) the Company’s Senior Secured Leverage Ratio,
calculated on a pro forma basis, is less than 5.50 to 1.00;


 


(ff)         Liens
on Receivables and Related Assets (other than the Capital Stock of any Subsidiary) in connection with factoring arrangements permitted
by Section 11.2(r) above; and


 


(gg)         additional
Liens securing obligations which, together with all other obligations secured by Liens (excluding Liens permitted by clauses
(a) through (ff) above) at the time of determination do not exceed $15,000,000.


 


Section
11.4.          [Intentionally Omitted]


 


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


 




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


 


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


 


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


 


(a)          sales,
transfers and other dispositions by the Company and its Subsidiaries of (i) obsolete or worn out property in the ordinary course
of business, (ii) assets no longer used or useful or necessary in the conduct of business of the Company or its Subsidiaries in
the ordinary course of business for fair market value or (iii) intellectual property licenses in the ordinary course of business;


 


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


 


(c)          Permitted
Intercompany Transfers;


 


(d)          any
Specified Dispositions for fair market value (which property, in the aggregate, the Company hereby represents and warrants is not
material to the conduct of the business of the Company and its Subsidiaries);


 


(e)          sales,
transfers and other dispositions of assets of the Company and its Subsidiaries to Permitted Joint Ventures in accordance with the
provisions of Section 11.8;


 


(f)          any
Resale Transactions to Persons other than Affiliates for fair market value;


 


(g)          the
disposition of cash, Cash Equivalents or the foreign equivalent of Cash Equivalents;


 


(h)          sales
of Receivables and Related Assets in connection with any Receivables Facility;


 


(i)          the
unwinding of any Hedging Contracts;


 


(j)          any
transfer of property or assets that represents a surrender or waiver of a contract right or a settlement, surrender or release
of a contract or tort claim;


 




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(k)          dispositions
of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint
venture parties set forth in joint venture agreements and similar binding agreements; provided that all Net Proceeds of
such sale, transfer or other disposition are applied to the payment of the Payment Obligations as set forth in, and to the extent
required by, Section 7.3(c)(ii);


 


(l)          the
lease, assignment or sub-lease of any real or personal property in the ordinary course of business;


 


(m)          the
sale, transfer and other dispositions of the Capital Stock, Indebtedness or other securities of a Non-Recourse Subsidiary or any
property (real or personal) of a Non-Recourse Subsidiary; provided, however, that all Net Proceeds of such sale,
transfer or other disposition are applied to the payment of the Payment Obligations as set forth in, and to the extent required
by, Section 7.3(c)(ii);


 


(n)          sales,
transfers and other dispositions of property to the extent that (i) such property is exchanged for credit against the purchase
price of similar replacement property or (ii) the proceeds of such disposition are promptly applied to the purchase price of such
replacement property;


 


(o)          other
sales, transfers and other dispositions by the Company and its Subsidiaries which are permitted by Section 10.14, 11.3,
11.5, 11.7 or 11.8;


 


(p)          sales
of Receivables and Related Assets in connection with factoring arrangements permitted by Section 11.2(r) above; and


 


(q)          sales,
transfers and other dispositions by the Company and its Subsidiaries of assets not otherwise permitted under this Section 11.6;
provided, that (i) no Default or Event of Default shall be in effect prior to or after giving effect to any such sale, transfer
or other disposition (except in the case of any such sale, transfer or other disposition made pursuant to a legally binding commitment
entered into at a time when no Default or Event of Default exists; provided, that no Default or Event of Default shall result
from such sale, transfer or disposition) and (ii) at least 75% of the purchase price for such property shall be paid to the Company
or such Subsidiary, as applicable, in the form of cash and Cash Equivalents; provided, however, that for the purposes
of this clause (q)(ii), (x) any Designated Non-Cash Consideration in respect of such sale, transfer and other disposition
having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration in respect of all sales,
transfers and other dispositions not in excess of the greater of (A) $75,000,000 and (B) 3.75% of Consolidated Total Assets of
the Company and its Subsidiaries determined at the time of such sale, transfer or other disposition shall be deemed to be cash,
and (y) the amount of any liabilities that are assumed by the transferor of any such assets or are otherwise canceled in connection
with such transaction shall be deemed to be cash.


 


Section
11.7.          Limitation on Restricted Payments.
(a) The Company will not, and will not permit any of its Subsidiaries to, make any Restricted Payment, except that, so long as
the representations and warranties deemed to be made pursuant to Section 11.7(b) are true and correct in all material
respects as of the date such Restricted Payment is made, the following Restricted Payments may be made:


 




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(i)          Restricted
Payments on account of amounts payable under the Prior Tax Sharing Agreement, with respect to state and local taxes and federal
taxes; provided, however, that no such Restricted Payment (whether in cash or otherwise) shall be made more than ten (10)
Business Days prior to the date upon which the related liability to the Internal Revenue Service (or the relevant state or local
taxing authority) for tax (including estimated taxes paid) is paid (or, if no such taxes are payable, ordinarily would have been
due);


 


(ii)         [Intentionally
Omitted];


 


(iii)        Restricted
Payments made from time to time to finance Revlon’s purchase, redemption, acquisition or retirement for value of, or payment
of amounts owing in respect of, any shares, interests, rights to purchase, warrants, options, participations, stock appreciation
rights, performance units or other equivalents or interests in the equity of Revlon held by any current or former director, officer,
consultant or employee of Revlon, the Company or any Subsidiary of the Company in such person’s role as a director, officer,
consultant or employee (or by their estates or any beneficiaries of their estates); provided, however, that (x) the
sum of (1) the aggregate amount of Restricted Payments made pursuant to this clause (iii) and (2) the aggregate amount
of open-market purchases of common stock and restricted stock of Revlon together with any other investments made as permitted under
Section 11.8(g), does not exceed $15,000,000, plus $8,000,000 for each calendar year commencing with calendar
year 2011 and (y) amounts available pursuant to this clause (iii) to be utilized for Restricted Payments during any
calendar year which are not utilized during such year may be carried forward and utilized in any succeeding calendar year;


 


(iv)        subject
to the limitations set forth in Section 11.8(g), Restricted Payments made from time to time to finance the Investments
contemplated by Section 11.8(g);


 


(v)         the
declaration and payment of dividends by the Company to its Parent in amounts required for the Parent to pay:


 


(1)         actual
expenses, other than those paid to Affiliates of the Company, incidental to being a publicly reporting company;


 


(2)         so
long as the Company is a member of a consolidated, combined, unitary or similar group with the Parent for U.S. federal, state
or local income tax purposes, (1) federal, state and local income taxes incurred by such Parent companies, but only to the
extent such income taxes are attributable to the income of the Company and the Recourse Subsidiaries, provided that in each
case the amount of such payments with respect to any fiscal year does not exceed the amount that the Company and the Recourse Subsidiaries
would have been required to pay in respect of such income taxes for such fiscal year were the Company and its Recourse Subsidiaries
a consolidated or combined group of which the Company was the common Parent, and (2) amounts required to pay federal, state
and local income taxes to the extent attributable to the income of the Non-Recourse Subsidiaries, if any, but only to the extent
of the amount actually received by the Company from such Non-Recourse Subsidiaries; and


 




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(3)         so
long as no Default has occurred and is continuing (after giving effect thereto), reasonable fees and expenses incurred in connection
with any successful or unsuccessful debt or equity offering or any successful or unsuccessful acquisition or strategic transaction
by the Parent;


 


(vi)        so
long as no Default has occurred and is continuing (after giving effect thereto), additional Restricted Payments to a Parent or
any Affiliate of the Company, whether in respect of management fees or otherwise, in an aggregate amount which, when taken together
with the aggregate amount of all defeasances, prepayments and repurchases of Indebtedness made pursuant to clause (ix)
of Section 11.9(c) does not exceed $10,000,000, plus $10,000,000 for each calendar year commencing with calendar
year 2011; provided, that the Company may carry over and utilize in any subsequent calendar year, in addition to the amounts
permitted for such fiscal year, any portion of the amounts otherwise permitted for prior calendar years to be paid pursuant to
this clause (vi) that were not in fact utilized to make Restricted Payments pursuant to this clause (vi)
or to defease, prepay or repurchase Indebtedness pursuant to clause (ix) of Section 11.9(c);


 


(vii)       so
long as no Default has occurred and is continuing (after giving effect thereto), other Restricted Payments in an aggregate amount
not exceeding the Available Amount immediately prior to the making of such Restricted Payment; provided, that, as of the
last day of the most recent four consecutive fiscal quarters with respect to which financial statements shall have been delivered
pursuant to Section 9.1(k) or Section 10.1, the First Lien Secured Leverage Ratio, calculated on a pro forma basis
after giving effect to such Restricted Payment, is less than 3.00 to 1.00;


 


(viii)      so
long as no Default shall have occurred and be continuing (after giving effect thereto), other Restricted Payments in an amount
which, when taken together with (A) all other Restricted Payments made pursuant to this clause (viii) after the Closing
Date and (B) the aggregate amount of all defeasances, prepayments and repurchases of Indebtedness made pursuant to clause (x)
of Section 11.9(c) after the Closing Date, do not exceed $35,000,000;


 


(ix)         so
long as no Default has occurred and is continuing after giving effect to such transactions: dividends or distributions, redemptions
of Capital Stock and other Restricted Payments in an aggregate amount not to exceed (A) the aggregate net cash proceeds of Available
Contributions and (B) the fair market value of marketable securities or other property received as Available Contributions by the
Company; provided that, in the case of this clause (B), as of the last day of the most recent four consecutive
fiscal quarters with respect to which financial statements shall have been delivered pursuant to Section 9.1(k) or Section
10.1, the First Lien Secured Leverage Ratio, calculated on a pro forma basis after giving effect to such Restricted
Payment, is less than 3.00 to 1.00;


 


(x)          so
long as no Default has occurred and is continuing after giving effect to such transactions: amounts paid or property transferred
pursuant to the Company Tax Sharing Agreement;


 




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(xi)         any
“deemed dividend” for accounting purposes resulting from, or in connection with the filing of a consolidated
or combined federal income tax return by any Parent or any direct or indirect parent or Subsidiary of any Parent (and not involving
any cash distribution from the Company except as permitted by the Company Tax Sharing Agreement); and


 


(xii)        payments
of Receivables Fees other than to a Parent.


 


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


 


Section
11.8.          Limitation on Investments. The Company
will not, and will not permit any of its Recourse Subsidiaries to, make any advance, loan, extension of credit or capital contribution
to, or purchase of any stock, bonds, notes, debentures or other securities of, or acquire by purchase or otherwise all or substantially
all of the business or assets or a division, a line of business or business unit of, or make any other investment in, any Person
(collectively, “Investments”), except that:


 


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


 


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


 


(c)          the
Company may make any transaction constituting a Restricted Payment permitted by Section 11.7;


 


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


 


(e)          each
of the Company and its Subsidiaries may make Investments; provided, however, that (i) no Default or Event of Default
has occurred and is continuing at the time of such Investment (or would result therefrom) and (ii)
the aggregate Investment Consideration (as reduced by (x) the amount equal to the Net Proceeds received by the Company and its
Subsidiaries from any Net Proceeds Event on account of any Resale Transaction with respect to any such Investment and (y) to the
extent counted against the permitted amount set forth in Section 11.8(l), any such consideration paid from the proceeds
of Available Contributions) with respect to all such Investments made after the Closing Date pursuant to this Section 11.8(e),
plus Intercompany Investments made after the Closing Date pursuant to Section 11.8(j)(iii)(z) by virtue of this
Section 11.8(e) plus Investments in Permitted Joint Ventures made after the Closing Date pursuant to Section 11.8(k),
does not exceed $150,000,000 (or, with respect to any other currency, its Equivalent) at any one time outstanding;


 




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(f)          each
of the Company and its Subsidiaries may make (i) loans and advances to, and guarantees of Indebtedness of, officers, directors
and employees of the Company and its Subsidiaries made in the ordinary course of business to the extent permitted by applicable
law; provided, however, that such loans and advances do not exceed $10,000,000 (or, with respect to any other currency,
its Equivalent) in the aggregate at any one time outstanding and (ii) payroll, travel, moving and similar loans and advances to
cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that
are made in the ordinary course of business;


 


(g)          the
Company (and, in the case of clause (ii) below, the Company’s Domestic Subsidiaries) may make Investments
in (i) open-market purchases of common stock of Revlon and (ii) any other Investment available to highly compensated
employees under any “excess 401-(k) plan” of the Company (or any of its Domestic Subsidiaries, as applicable),
in each case to the extent necessary to permit the Company (or such Domestic Subsidiary, as applicable) to satisfy its obligations
under such “excess 401-(k) plan” for highly compensated employees; provided, however, that the
aggregate amount of such purchases and other Investments under this Section 11.8(g) together with any Restricted Payments
made as permitted under Section 11.7(a)(iii) does not exceed $15,000,000, plus $8,000,000 for each calendar
year commencing with calendar year 2011 and (ii) amounts available pursuant to this Section 11.8(g) to be utilized
for Investments during any year which are not utilized during such year may be carried forward and utilized in any succeeding year;


 


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


 


(i)          each
of the Company and its Subsidiaries (x) may make Permitted Acquisitions and (y) may hold existing Investments of any entity acquired
in such Permitted Acquisition so long as such Investment was not made in contemplation of such acquisition;


 




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(j)          each
of the Company and its Subsidiaries may make any Investment in, any of the Company (except for any Stock, Stock Equivalents or
bonds, notes, debentures or other securities or other Indebtedness, other than intercompany Indebtedness incurred in the ordinary
course of business, of the Company) or any Recourse Subsidiary (each an “Intercompany Investment”); provided,
however, that with respect to any Intercompany Investment made after the Closing Date by the Company or any Loan Party in
any Subsidiary that is not a Guarantor, (i) if such Intercompany Investment is made in cash as an advance, loan or other extension
of credit, such Intercompany Investment shall be evidenced by an intercompany note which, in the case of any such note held by
the Company or any Subsidiary Guarantor, shall be promptly pledged to the Collateral Agent, for the benefit of the Secured Parties,
pursuant to the relevant Security Documents (subject to the Intercreditor Agreement) and (ii) if such Intercompany Investment
is made in cash as a capital contribution, such Intercompany Investment shall only be made in a Foreign Subsidiary (w) in an aggregate
amount such that after giving effect thereto, such Foreign Subsidiary (A) is in compliance with all material Requirements
of Law applicable to it with respect to capitalization, (B) has sufficient capital with which to conduct its business in accordance
with past practice and (C) is not undercapitalized to such an extent that, solely as a result of such undercapitalization,
any creditor of such Foreign Subsidiary would be deemed under the laws of any relevant jurisdiction to owe a fiduciary duty to
any other creditor of such Foreign Subsidiary, (x) to the extent that on the date of such contribution, the cash contributed
to the capital of the applicable Foreign Subsidiary, if loaned or advanced through an intercompany loan evidenced by a note, would
either (A) not cause the Company or the Domestic Subsidiary of the Company acquiring such note to be deemed to be doing business
in any jurisdiction outside of the United States or otherwise subject to taxation or regulation in such jurisdiction or (B) not
require the Foreign Subsidiary issuing such note to withhold from any payment made in respect thereof any amount now or hereafter
imposed, levied, collected or assessed by any relevant jurisdiction, or any political subdivision or taxing authority thereof or
therein, (y) in connection with any sale, transfer or other disposition of capital stock or other equity interests or assets
of such Foreign Subsidiary permitted hereunder, to the extent that the aggregate amount of such capital contribution does not exceed
the aggregate amount outstanding of any Indebtedness and other obligations of such Foreign Subsidiary owing to the Company or any
of its Domestic Subsidiaries that was in each case created or otherwise incurred on or prior to the date of such sale, transfer
or other disposition and which Indebtedness and other obligations are outstanding immediately prior to such sale, transfer or other
disposition or (z) in connection with the formation or organization
of such Foreign Subsidiary, to the extent that the amounts expended after the Closing Date pursuant
to this Section 11.8(j)(ii)(z) by virtue of Section 11.8(e) plus amounts expended after the Closing
Date pursuant to Section 11.8(e) do not exceed $100,000,000
(or, with respect to any other currency, its Equivalent) at any one time outstanding or are otherwise permitted under this Section 11.8;


 


(k)          each
of the Company and its Subsidiaries may make Investments in Permitted Joint Ventures; provided, however, that (i) no
Default or Event of Default has occurred and is continuing at the time of such Investment (or would result therefrom) and (ii) the
aggregate Investment Consideration (as reduced by (x) the amount equal
to the Net Proceeds received by the Company and its Subsidiaries from any Net Proceeds Event on account of any Resale Transaction
with respect to any such Investment and (y) to the extent counted against the permitted amount set forth in Section 11.8(l),
any such consideration paid from the proceeds of Available Contributions) with respect to all such Investments
made pursuant to this clause (k) does not exceed the greater of (A) $50,000,000 (or, with respect to any other
currency, its Equivalent) and (B) 8.00% of Consolidated Net Tangible Assets of the Company and its Subsidiaries, at any one time
outstanding, in each case, determined at the time of any such Investment is made;


 


(l)          each
of the Company and its Subsidiaries may make Investments which do not exceed the aggregate amount of Available Contributions; provided,
however, that no Default or Event of Default has occurred and is continuing at the time of such Investment (or would
result therefrom);


 


(m)          each
of the Company and its Subsidiaries may make Investments acquired solely in exchange for the issuance of Capital Stock (other than
Redeemable Stock or Exchangeable Stock) of any direct or indirect parent of the Company;


 


(n)          each
of the Company and its Subsidiaries may make Investments which do not exceed the Available Amount immediately prior to the making
of such Investments; provided, however, that no Default or Event of Default has occurred and is continuing at the
time of such Investment (or would result therefrom);


 




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(o)          each
of the Company and its Subsidiaries may make Investments in Non-Recourse Subsidiaries, having an aggregate fair market value, taken
together with all other Investments made pursuant to this clause (o) that are at the time outstanding, without giving
effect to the sale of a Non-Recourse Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities,
not to exceed the greater of (A) $20,000,000 (or, with respect to any other currency, its Equivalent) and (B) 3.25% of Consolidated
Net Tangible Assets of the Company and its Subsidiaries, in each case, determined at the time any such Investment is made, net
of the cash return received after the Closing Date as a result of any sale for cash, repayment, redemption, liquidation, distribution
or other cash realization (not included in Consolidated Net Income) not to exceed the amount of such Investments after the Closing
Date; provided, however, that no Default or Event of Default has occurred and is continuing at the time of such Investment
(or would result therefrom);


 


(p)          each
of the Company and its Subsidiaries may continue to hold Investments that exist as of the Closing Date as set forth on Schedule
11.8(p) (as such schedule shall be delivered to and approved by the Administrative Agent on or prior to the Closing Date);


 


(q)          [Intentionally
omitted];


 


(r)          each
of the Company and its Subsidiaries may make Investments consisting of purchases and acquisitions of inventory, supplies, material
or equipment or the licensing or contribution of intellectual property pursuant to joint marketing, joint development or similar
arrangements with other persons;


 


(s)          each
of the Company and its Subsidiaries may make Investments in the form of Capital Stock or notes received from a Receivables Subsidiary
as consideration for the sale of Receivables and Related Assets to such Receivables Subsidiary;


 


(t)          each
of the Company and its Subsidiaries may make advances, loans, promotions and extensions of credit to suppliers, customers and vendors
in the ordinary course of business;


 


(u)          each
of the Company and its Subsidiaries may make Investments received as consideration in connection with sales, transfers and other
dispositions of assets consummated in compliance with Section 11.6; and


 


(v)         each
of the Company and its Subsidiaries may make Investments in prepaid expenses, negotiable instruments held for collection and lease
and utility and worker’s compensation deposits provided to third parties in the ordinary course of business; and


 


provided, that
in the case of each of the foregoing clauses (a) through (v) the amount of the applicable Investment (and
Investment Consideration) permitted thereunder in any particular Person shall be net of the cash return received after the Closing
Date as a result of any sale for cash, repayment, redemption, liquidation, distribution or other cash realization (not included
in Consolidated Net Income), not to exceed the amount of such Investment made after the Closing Date.


 


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


 




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


 


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


 


(c)          directly
or indirectly, defease, or make any optional prepayment of, or otherwise repurchase, the principal amount of any Indebtedness prior
to the scheduled maturity thereof (it being understood that payments of such principal at such maturity and regularly scheduled
required payments of such principal prior to such maturity shall be permitted), except:


 


(i)          the
Contributed Existing Subordinated Loan;


 


(ii)         Indebtedness
which is permitted by clauses (c), (d), (f), (g), (h), (j) through (m), (r),
(s) and (u) through (y) of Section 11.2;


 


(iii)        Indebtedness
with the proceeds of any Permitted Refinancing thereof to the extent such Permitted Refinancing is permitted under Section 11.2;


 


(iv)        Indebtedness
under this Agreement pursuant to Section 7.2;


 


(v)         [Intentionally
Omitted];


 


(vi)        Indebtedness
in an aggregate amount, together with the aggregate amount of all Indebtedness defeased, prepaid or repurchased pursuant to this
clause (vi), not to exceed $75,000,000 (or, with respect to any other currency, its Equivalent);


 


(vii)       so
long as no Default has occurred and is continuing (after giving effect thereto), Indebtedness in an aggregate amount not
to exceed (A) the aggregate net cash proceeds of Available Contributions and (B) the fair market value of marketable securities
or other property received as Available Contributions by the Company; provided that, in the case of this clause (B),
after giving effect to such prepayment (and any Permitted Acquisition consummated in connection therewith, whether prior to or
concurrently with such prepayment), (i) the Company is in pro forma compliance with Section 11.1 and (ii)
as of the last day of the most recent four consecutive fiscal quarters with respect to which financial statements shall have been
delivered pursuant to Section 9.1(k) or Section 10.1, the Company’s First Lien Secured Leverage Ratio,
calculated on a pro forma basis, is less than 3.00 to 1.00;


 


(viii)      so
long as no Default has occurred and is continuing (after giving effect thereto), Indebtedness in an aggregate amount not to exceed
the Available Amount immediately prior to the making of such defeasance, prepayment or repurchase; provided, however,
that, after giving effect to such prepayment (and any Permitted Acquisition consummated in connection therewith, whether prior
to or concurrently with such prepayment), (i) the Company is in pro forma compliance with Section 11.1
and (ii) as of the last day of the most recent four consecutive fiscal quarters with respect to which financial statements shall
have been delivered pursuant to Section 9.1(k) or Section 10.1, the Company’s First Lien Secured Leverage
Ratio, calculated on a pro forma basis, is less than 3.00 to 1.00;


 




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(ix)         so
long as no Default has occurred and is continuing (after giving effect thereto), Indebtedness in an aggregate amount which, when
taken together with the aggregate amount of all Restricted Payments made pursuant to clause (vi) of Section 11.7(a),
does not exceed the amount specified in clause (vi) of Section 11.7(a) for the applicable calendar year;
and


 


(x)          so
long as no Default has occurred and is continuing (after giving effect thereto), other Indebtedness in an aggregate amount which,
when taken together with the aggregate amount of (A) all other Indebtedness defeased, prepaid or repurchased under this clause (x)
and (B) all Restricted Payments made pursuant to clause (viii) of Section 11.7(a) does not exceed $35,000,000
(or, with respect to any other currency, its Equivalent).


 


Section
11.10.         Limitation on Transactions with Affiliates.
(a) The Company will not, and will not permit any of its Recourse Subsidiaries to, engage in any transaction with any Affiliate
of the Company involving aggregate payments or consideration in excess of $10,000,000, unless:


 


(i)          the
terms of such transaction are not materially less favorable when taken as a whole to the Company or such Subsidiary as terms that
would be obtainable at the time for a comparable transaction or series of similar transactions in arm’s-length dealings with
an unrelated third Person, and


 


(ii)         to
the extent that such transaction (other than Indebtedness issued by the Company which is permitted under Section 11.2)
is known by the Board of Directors of the Company to involve an Affiliate of the Company, other than any purchase or sale of inventory
in the ordinary course of business, involving aggregate payments or other consideration in excess of $20,000,000, such transaction
has been approved (and the value of any noncash consideration has been determined) by all of the independent members of the Board
of Directors of the Company and the Company delivers to the Administrative Agent a certificate executed by a Responsible Officer
evidencing such approval (provided that if no member of the Board of Directors of the Company is independent, the Company
may deliver to the Administrative Agent a letter from a nationally recognized investment banking firm stating that the financial
terms of such transaction are fair to the Company from a financial point of view or meets the requirements of Section 11.10(a)(i)).


 


(b)          Nothing
contained in this Section 11.10 shall prohibit:


 


(i)          the
Company from making Restricted Payments permitted by Section 11.7;


 


(ii)         any
transaction under the Company Tax Sharing Agreement;


 


(iii)        [Intentionally
Omitted];


 




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(iv)        any
transaction with an officer, director, manager, employee or consultant of the Company, of Parent or of any Subsidiary of the Company
(including compensation or employee benefit arrangements with any such officer, director, manager, employee or consultant in the
ordinary course of business);


 


(v)         any
business or transaction with a Permitted Joint Venture between the Company or any of its Subsidiaries, on the one hand, and a third
party that is not directly or indirectly controlled by an Affiliate of the Company, on the other hand;


 


(vi)        any
transaction pursuant to which a Parent or any Affiliate of the Company will provide the Company and its Subsidiaries at their request
and at the cost to such Parent or such Affiliate with certain allocated services, including services to be purchased from third
party providers, such as legal and accounting services, tax, consulting, financial advisory, corporate governance, insurance coverage
and other services;


 


(vii)       payments
by the Company or a Subsidiary of the Company to a Parent or any Affiliate of the Company for any financial advisory, financing,
underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions
or divestitures, which payments are approved by a majority of the members of the Board of Directors of the Company in good faith;


 


(viii)      [Intentionally
Omitted];


 


(ix)         transactions
in which the Company or any Recourse Subsidiary of the Company, as the case may be, delivers to the Administrative Agent a letter
from a nationally recognized investment banking firm stating that such transaction is fair to the Company or such Subsidiary from
a financial point of view or meets the requirements of Section 11.10(a)(i);


 


(x)          investments
by a Parent or any Affiliate of the Company in securities (other than Capital Stock) of the Company or any of its Recourse Subsidiaries
so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the
investment to be held by such Parent or such Affiliate constitutes less than 5.0% of the proposed or outstanding issue amount of
such class of securities;


 


(xi)         any
transaction with an Affiliate in which the consideration paid by the Company or any Recourse Subsidiary of the Company consists
only of Capital Stock of Revlon (other than Redeemable Stock or Exchangeable Stock);


 


(xii)        transactions
with customers, clients, suppliers, or purchasers or sellers of goods or services that are Affiliates, in each case, in the ordinary
course of business and otherwise in compliance with the terms of this Agreement that are fair to the Company and the Recourse Subsidiaries
of the Company, in the good faith determination of the Board of Directors or the senior management of the Company, or are on terms
at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;


 




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(xiii)       [Intentionally
Omitted];


 


(xiv)      any
transaction contemplated by Section 11.7 (v) or Section 11.7 (vi); and


 


(xv)       any
transaction between the Company or a Subsidiary of the Company and its own employee stock ownership plan and the issuance or transfer
of Non-Convertible Capital Stock of the Company to Revlon or to any director, manager, officer, employee or consultant of the Company,
its Subsidiaries or any direct or indirect parent company thereof (or their estates, spouses or former spouses).


 


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


 


Section
11.12.         Accounting Changes. (a) The Company will
not, and will not permit any of its Recourse Subsidiaries to, make or permit to be made any change in accounting policies affecting
the presentation of financial statements or reporting practices from those employed by the Company in the audited financial statements
contained in its Annual Report on Form 10-K for its fiscal year ended December 31, 2012, unless (i) such changes
are required or permitted by GAAP or IFRS (in connection with the presentation of financial and other information relating to the
Acquired Business), (ii) such changes are disclosed to the Administrative Agent and (iii) if and to the extent reasonably
requested by the Administrative Agent, relevant prior financial statements are reconciled (in form and detail reasonably satisfactory
to the Administrative Agent) to show comparative results and reconciliations.


 


(b)          Notwithstanding
anything to the contrary contained herein, subject to Section 1.2, compliance with Article XI (including with
Section 11.1 and the calculation of the First Lien Secured Leverage Ratio, the Senior Secured Leverage Ratio and the
Total Leverage Ratio) shall be determined based upon GAAP as in effect as of the Closing Date, and as used in, the preparation
of the audited consolidated financial statements of the Company and its Subsidiaries for the fiscal year ended December 31, 2012.


 


Section
11.13.         Limitation on Negative Pledge Clauses.
The Company will not, and will not permit any of its Recourse Subsidiaries to, enter into any agreement (other than the Loan Documents,
the Senior Notes Indenture and documents related to the Existing
Subordinated Loan or the Multi-Currency Credit Agreement or
any permitted refinancing thereof) with any Person which prohibits
or limits the ability of the Company or any of its Recourse Subsidiaries to create, incur, assume or suffer to exist any Lien securing
the Payment Obligations upon any of its properties, assets or revenues, whether now owned or hereafter acquired; provided,
however, that the foregoing shall not apply to:


 




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(a)          any
agreement to the extent that such agreement is in connection with a Lien permitted by Section 11.3 and any such prohibitions
or limitations apply only to the property encumbered by such Lien;


 


(b)          restrictions
and conditions imposed by any Requirement of Law or under any documents relating to any Permitted Joint Venture; provided, however,
that any such restrictions or conditions shall apply only to the property of Permitted Joint Ventures;


 


(c)          customary
provisions in contracts, licenses or leases restricting the assignment or subleasing or sublicensing thereof;


 


(d)          licenses,
leases or contracts which by the terms of such licenses, leases and contracts prohibit the granting of Liens on the rights contained
therein;


 


(e)          restrictions
and conditions that arise in connection with any sales, transfers and other dispositions permitted by Section 11.6;
provided, however, that such restrictions and conditions shall apply only to the property subject to such sale, transfer
or disposition;


 


(f)          negative
pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 11.2 but solely to
the extent any negative pledge relates to the property financed by or the subject of such Indebtedness or that expressly permits
Liens for the benefit of the Agents and the Lenders with respect to the credit facilities established hereunder and the obligations
under the Loan Documents on a senior basis without the requirement that such holders of such Indebtedness be secured by such Liens
on an equal and ratable, or junior, basis; and


 


(g)          (i)
any agreement or restriction relating to the Acquired Business in effect on the Closing Date and (ii) any amendments, modifications,
restatements and renewals, of the agreements or the agreements containing the restrictions referred to in clauses (g)(i);
provided that such amendments, modifications, restatements or renewals are, in the good faith judgment of the Company, not
any more restrictive, taken as a whole, with respect to such restrictions than those prior to such amendment, modification, restatement
or renewal.


 


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


 


Section
11.15.         Limitations on Restrictions on Subsidiary Distributions.
(a) The Company shall not, and shall not permit any of its Subsidiaries to, agree to enter into or suffer to exist or become effective
any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution
(it being understood that the priority of any preferred Stock in receiving dividends or liquidating distributions prior to dividends
or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions)
or transfer of funds or assets or make loans or advances to or other investments in, or pay any Indebtedness owed to, the Company
or any other Subsidiary Guarantor.


 


(b)          Section 11.15(a)
will not prohibit the following:


 




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(i)          any
encumbrance or restriction in effect at or entered into on the Closing Date pursuant to this Agreement, the Multi-Currency Credit
Agreement, the Indentures, the Security Documents, the Intercreditor Agreement or any other agreement entered into pursuant thereto;


 


(ii)         any
encumbrance or restriction with respect to a Subsidiary of the Company (including the Acquired Business) pursuant to an agreement
relating to any Indebtedness issued by such Subsidiary or pursuant to an agreement or instrument governing the Capital Stock of
such Subsidiary, in each case on or prior to the date on which such Subsidiary was acquired by the Company (other than Indebtedness
issued as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction
or series of related transactions pursuant to which such Subsidiary became a Subsidiary of the Company or was acquired by the Company)
and outstanding on such date;


 


(iii)        [Intentionally
Omitted];


 


(iv)        any
such encumbrance or restriction consisting of customary nonassignment provisions in leases, contracts and licenses;


 


(v)         encumbrances
or restrictions contained in (i) agreements governing Liens permitted to be incurred under the provisions of Section 11.3,
and (ii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale
agreements, stock sale agreements and other similar agreements, which limitation is in each case applicable only to the assets
or interests that are the subject of such agreements but which may include customary restrictions with respect to a Subsidiary
pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock
or assets of such Subsidiary;


 


(vi)        any
encumbrance or restriction solely applicable to a Foreign Subsidiary contained in an agreement pursuant to which such Foreign Subsidiary
has issued Indebtedness permitted under Section 11.2;


 


(vii)       any
encumbrance or restriction solely applicable to a Non-Recourse Subsidiary;


 


(viii)      purchase
money obligations for property acquired in the ordinary course of business and Capital Lease Obligations, in each case solely applicable
to the property purchased with the proceeds of such purchase money obligations or subject to such Capital Lease (or proceeds thereof
or additional property in the nature of improvements thereto);


 


(ix)         restrictions
on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;


 


(x)          restrictions
created in connection with any Receivables Facility solely applicable to the Receivables and Related Assets and the Receivables
Subsidiary subject thereto;


 




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(xi)         restrictions
or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other agreement to which
the Company or any of its Subsidiaries is a party entered into in the ordinary course of business; provided that
such agreement prohibits the encumbrance of solely the property or assets of the Company or such Subsidiary that are the subject
of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property
of the Company or such Subsidiary or the assets or property of any other Recourse Subsidiary of the Company;


 


(xii)        any
instrument governing any Indebtedness or Capital Stock of a Person that is a Non-Recourse Subsidiary as in effect on the date that
such Person becomes a Non-Recourse Subsidiary, which encumbrance or restriction is not applicable to any Person, or the properties
or assets of any Person, other than the Non-Recourse Subsidiary that becomes a Recourse Subsidiary, or the property or assets of
the Non-Recourse Subsidiary that becomes a Recourse Subsidiary; provided that, in the case of Indebtedness, the incurrence
of such Indebtedness as a result of such Non-Recourse Subsidiary becoming a Recourse Subsidiary shall have been was permitted by
the terms of this Agreement; and


 


(xiii)       any
amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts,
instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments,
modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith
judgment of the Company, not any more restrictive, taken as a whole, with respect to such encumbrance and other restrictions than
those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.


 


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


 


Section
11.17.         Prohibition on Speculative Hedging Transactions.
The Company shall not, and shall not permit any of its Recourse Subsidiaries to, engage in any speculative transaction involving
Hedging Contracts, except for the purpose of hedging or managing risks in the ordinary course of business.


 




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ARTICLE
XII



EVENTS OF DEFAULT


 


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


 


(a)          Payments.
Failure by the Company to pay any principal of any Loan or Note, when due in accordance with the terms thereof and hereof; or failure
by the Company to pay any interest on any Loan or Note, within five (5) days after the date when due in accordance with the terms
thereof and hereof or any fee or other amount payable in connection with any Loan Document within five (5) days after the date
when due; or


 


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


 


(c)          Certain
Covenants.


 


(i)          [Intentionally
Omitted];


 


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


 


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


 


(d)          Other
Covenants. Default by any Loan Party in the observance or performance of any other covenant or agreement contained or incorporated
by reference in this Agreement or any other Loan Document and the continuance of such default unremedied for a period of thirty
(30) days after receipt by the Company of written notice thereof from the Administrative Agent; or


 


(e)          Effectiveness
of the Security Documents. On or after the Closing Date and subject to (i) Section 10.16, (ii) any other limitation
set forth herein and (iii) the exceptions set forth in the applicable Security Documents, (A) for any reason (other than any act
on the part of any Agent or any Lender) any Security Document ceases to be or is not in full force and effect or any of the Liens
intended to be created by any Security Document ceases to be or is not a valid and perfected Lien having the priority contemplated
thereby with respect to Collateral having an aggregate fair market value in excess of $5,000,000 or (B) the Company, or any other
Loan Party shall assert in writing that any Security Document has ceased to be or is not in full force and effect; or


 


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


 




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


 


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


 


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


 


(j)          Commencement
of Bankruptcy or Reorganization Proceeding. (i) Revlon, the Company or any of its Subsidiaries shall commence any case, proceeding
or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it
as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, wind-up, liquidation, dissolution, composition or
other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian or other similar official
for it or for all or any substantial part of its assets; or, (ii) there shall be commenced against Revlon, the Company or any of
its Subsidiaries any such case, proceeding or other action referred to in clause (i) of this paragraph (j) which
results in the entry of an order for relief or any such adjudication or appointment remains undismissed, undischarged or unbonded
for a period of sixty (60) days; provided, however, that the Company, for itself and as agent for each of its Subsidiaries,
hereby expressly authorizes each Agent and each Lender to appear in any court conducting any such case, proceeding or other action
during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (iii) there shall be commenced
against Revlon, the Company or any of its Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment,
execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order
for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from
the entry thereof; or (iv) Revlon, the Company or any of its Subsidiaries shall take any action authorizing, or in furtherance
of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth above in this paragraph (j);
or (v) Revlon, the Company or any of its Subsidiaries shall generally not, or shall be unable to, or shall admit in writing its
inability to, pay its debts as they become due; or


 




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(k)          Material
Judgments. (i) One or more judgments or decrees shall be entered against the Company or any of its Subsidiaries involving in
the aggregate a liability of $50,000,000 or more or any judgment or decree shall be entered against Revlon in excess of $50,000,000
(or, in each case, with respect to any other currency, the Equivalent thereof) and all such judgments or decrees shall not have
been vacated, stayed, satisfied, discharged or bonded (or, if available subject to the foreign equivalent thereof) pending appeal
within sixty (60) days from the entry thereof (provided that no Event of Default shall arise under this Section 12.1(k)
as a result of any such judgment or decree to the extent that (x) it is covered by a valid policy of insurance covering payment
thereof which has been provided by an Eligible Insurer and (y) such Eligible Insurer has been notified of, and has not disputed
the claim made for payment of, the amount of such judgment or decree) or (ii) any non-monetary judgment or order shall be rendered
against the Company or any of its Subsidiaries that is reasonably likely to have a Material Adverse Effect, and in the case of
either clause (i) or (ii), there shall be any period of ten (10) consecutive days during which a stay of enforcement
of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect unless such judgment or order shall
have been vacated, satisfied, discharged or bonded (or, if available subject to the foreign equivalent thereof) pending appeal;
or


 


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


 


(m)          Matters
Relating to Subordinated and Other Indebtedness. On or after the Closing Date, (i) if for any reason (other than any act on
the part of any Agent or any Lender) (A) any Affiliate Subordination Letter then required to be delivered by an Affiliate pursuant
to the terms of this Agreement shall cause to be or shall not be in full force and effect or (B) any Affiliate which is party to
an Affiliate Subordination Letter shall assert in writing that the Affiliate Subordination Letter to which it is a party has ceased
to be or is not in full force and effect or (ii) any Indebtedness (other than trade credit in the ordinary course of business and
any Capital Contribution Note) of the Company or any of its Subsidiaries shall be held by (or otherwise owing to) any Affiliate
of the Company (other than officers and directors of the Company) if such Affiliate has not executed and delivered an agreement
substantially in the form of the Affiliate Subordination Letter within ten (10) Business Days following the acquisition of such
Indebtedness by such Affiliate; provided, however, that an Affiliate Subordination Letter shall not be required to
be delivered with respect to (i) trade credit in the ordinary course of business, (ii) any Capital Contribution Note, (iii) any
Indebtedness permitted under Section 11.2(i), (o) or (p) or (iv) any Indebtedness of the Company or any of its Subsidiaries
of a class that is publicly held or issued pursuant to a Rule 144A offering, including Indebtedness issued pursuant to an Indenture;
or


 


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


 


(o)          [Intentionally
Omitted];


 




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(p)          Revlon
Operations. Revlon shall have any meaningful assets (other than any Capital Contribution Notes or rights with respect to the
Company Tax Sharing Agreement, the Stockholders Agreement and any other agreements in effect as of the date hereof that are set
forth on Schedule 12.1(p)) or Indebtedness (other than (w) Indebtedness the Net Proceeds of which are applied to prepay
the Term Loans to the extent required by Section 7.3(b)(i) or to repay Multi-Currency Loans under the Multi-Currency
Credit Agreement with a corresponding reduction of the revolving credit commitments thereunder, (x) Indebtedness of the type contemplated
by clause (i) of the definition of such term, (y) Indebtedness in respect of the Guaranty and (z) Indebtedness in respect
of the Indentures or other permitted Indebtedness of the Company) or shall conduct any meaningful business, other than (i) its
ownership of the Company and (ii) such activities as are customary for a publicly traded holding company which is not itself an
operating company;


 


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


 


Notwithstanding the foregoing, during the
period from the Closing Date until the date that is ninety (90) days after the Closing Date (or, in the case of any supplementing
or restatement of the Audited Financial Statements of the Acquired Business or Unaudited Financial Statements of the Acquired Business,
the later of (x) ninety (90) days after the Closing Date and (y) the date the Company actually files or is required to file a Form
10-K for the fiscal year ended December 31, 2013 or if the Closing Date occurs after December 31, 2013, the date on which the Company
actually files or is required to file a Form 10-Q for the first fiscal period in 2014 following the Closing Date) (the “Clean-Up
Period”), and (subject to the proviso below) after such Clean-Up Period, a Clean-Up Default (as defined below) shall
not constitute a Default or an Event of Default, and will not operate to cause any condition to the borrowing of any Loans under
this Agreement not to be satisfied; provided that if the Clean-Up Default is continuing following the termination of the
Clean-Up Period, there shall be an immediate Default or Event of Default, as the case may be, and all rights and remedies which
would apply with regard thereto but for this paragraph would be exercisable, unless such Clean-Up Default relates to a representation
relating to (i) the first sentence of Section 8.5, (ii) Section 8.6, (iii) Section 8.7 or (iv) the last sentence
of Section 8.9 of this Agreement and has not had, and would not reasonably be likely to have, a Material Adverse Effect.
The Company shall give the Administrative Agent notice of a Clean-Up Default promptly after obtaining knowledge thereof by the
Company and the steps it is taking to cure such Clean-Up Default.


 


For purposes of the foregoing paragraph,
a “Clean-Up Default” shall mean any breach of any representation or warranty in any material respect in Article VIII
or any covenant in Article X or XI or the existence of any Default or Event of Default existing by reason of
circumstances existing on the Closing Date if and to the extent that:


 




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(i)          it
would have been (if it were not for the immediately preceding paragraph) a breach of a representation or warranty in Article
VIII or any covenant in Article X or XI or the existence of any Default or Event of Default by reason of circumstances
relating to any portion of the Acquired Business (or any obligation to procure compliance with respect to any portion of the Acquired
Business);


 


(ii)         it
is capable of being cured and the Company and its Subsidiaries are using reasonable efforts to cure the same; and


 


(iii)        it
has not been knowingly caused or expressly approved by the Company or any Material Existing Guarantor.


 


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


 


Section
12.2.          Right to Cure.


 


(a)          Notwithstanding
anything to the contrary contained in Section 12.1(c)(ii), in the event that the Company fails to comply with the requirements
of the covenant set forth in Section 11.1 for any period,
at any time on or before the tenth day after the date of delivery of a Notice of Intent to Cure by the Company to the Administrative
Agent pursuant to Section 10.2(b), the Company shall have the right (the “Cure Right”) to issue
Permitted Cure Securities to Revlon for cash or otherwise receive Capital Contributions in cash from Revlon, and upon the receipt
by the Company of such cash (the “Cure Amount”), the covenant set forth in Section 11.1 shall be
recalculated, giving effect to a pro forma increase to EBITDA in accordance with the definition thereof for the
fiscal quarter for which such Cure Right was exercised in an
amount equal to such Cure Amount (and such increase shall be included
in each period that includes such fiscal quarter); provided, however, that such pro forma adjustment
to EBITDA shall be given solely for the purpose of determining the existence of a Default or an Event of Default under the covenant
set forth in Section 11.1 with respect to any period that includes the fiscal quarter for which such Cure Right was
exercised and not for any other purpose under any Loan Document.


 


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


 




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ARTICLE
XIII


 


THE AGENTS


 


Section
13.1.          Authorization and Action.


 


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


 


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


 


(c)          As
to any matters not expressly provided for by this Agreement and the other Loan Documents (including enforcement or collection),
the Agents shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from
acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of (i) in the case of the Administrative
Agent, the Required Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders), and
such instructions shall be binding upon each Lender, and (ii) in the case of the Collateral Agent, as set forth in the Intercreditor
Agreement, and such instructions shall be binding upon each Lender (in each case, subject to any limitations imposed thereon in
the Intercreditor Agreement); provided, however, that no Agent shall be required to take any action that (i) such
Agent in good faith believes exposes it to personal liability unless such Agent receives an indemnification satisfactory to it
from the applicable Lenders with respect to such action or (ii) is contrary to this Agreement or any Requirement of Law. Each Agent
agrees to give to each applicable Lender prompt notice of each notice given to it by any Loan Party pursuant to the terms of this
Agreement or the other Loan Documents.


 


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


 


(e)          [Intentionally
Omitted]


 


(f)          The
Arrangers, the Co-Syndication Agents and the Co-Documentation Agents shall have no obligations or duties whatsoever in such capacities
under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacities.


 




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


 


Section
13.3.          Posting of Approved Electronic Communications.


 


(a)          Each
of the Lenders and the Company agrees, and the Company shall cause each Subsidiary Guarantor to agree, that the Agents may, but
shall not be obligated to, make the Approved Electronic Communications available to the Lenders by posting such Approved Electronic
Communications on IntraLinksTM or a substantially similar electronic platform chosen by the Agents to be their electronic
transmission system (the “Approved Electronic Platform”).


 


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


 




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


 


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


 


Section
13.4.          The Agents Individually. With respect
to its Term Loan Commitment and Loans, the Administrative Agent and the Collateral Agent, each in their individual capacity, shall
each have and may exercise the same rights and powers hereunder and is subject to the same obligations and liabilities as and to
the extent set forth herein for any other Lender. The terms “Lenders”, “Required Lenders”,
and any similar terms shall, unless the context clearly otherwise indicates, include, without limitation, the Administrative Agent
and the Collateral Agent in its individual capacity as a Lender or as one of the Required Lenders. The Administrative Agent or
Collateral Agent or any of their respective Affiliates may accept deposits from, lend money to, and generally engage in any kind
of banking, trust or other business with, the Company and any Loan Party as if such Person were not acting as an Agent.


 


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


 


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


 




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Section
13.7.          Successor Agent. Subject to the terms
of this Section 13.7, the Administrative Agent may resign at any time by giving written notice thereof to the Lenders
and the Company. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent.
If no successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within thirty (30)
days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may,
on behalf of the Lenders, appoint a successor Administrative Agent selected from among the Lenders. In either case, such appointment
shall be subject to the prior written approval of the Company (which approval may not be unreasonably withheld or delayed and shall
not be required upon the occurrence and during the continuance of an Event of Default). Upon the acceptance of any appointment
as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall succeed to, and become vested
with, all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent
shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Administrative
Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be
reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents.
After such resignation, the retiring Administrative Agent shall continue to have the benefit of this Article XIII as to
any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.
If no Lender has accepted appointment as a successor Administrative Agent within thirty (30) days following a retiring Administrative
Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become
effective, and the Required Lenders shall assume and perform all of the duties of the retiring Administrative Agent hereunder until
such time, if any, as the Required Lenders appoint a successor agent as provided for above. The resignation and removal of the
Collateral Agent shall be governed by the Intercreditor Agreement.


 




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Section
13.8.          Concerning the Collateral and the Security
Documents.


 


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


 


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


 


ARTICLE
XIV



MISCELLANEOUS


 


Section
14.1.          Amendments and Waivers.


 


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


 


(i)          without
the consent of any Lender, the Company and the Administrative Agent may enter into any amendment, supplement or modification to
this Agreement and the other Loan Documents (including, without limitation, the Intercreditor Agreement or any Additional Intercreditor
Agreement) necessary to implement the terms of any Facility Increase or Specified Refinancing in accordance with the terms of this
Agreement (as in effect on the Closing Date);


 


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


 




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


 


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


 


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


 


(v)         (A)
modify the Term Loan Commitment of such Lender or subject such Lender to any additional obligation, (B) extend any scheduled final
maturity of any Loan owing to such Lender, (C) waive or reduce, or postpone or cancel any scheduled date fixed for the payment
of (it being understood that any mandatory prepayment required under Section 7.3 does not constitute any scheduled
date fixed for payments), principal of or interest on any such Loan or any fees owing to such Lender, (D) reduce, or release the
Company from its obligations to repay, any other Payment Obligation owed to such Lender or (E) consent to the assignment or transfer
by the Company of any of its rights and obligations under this Agreement;


 


(vi)        amend,
modify or waive any provision of Section 7.4, Section 7.15  or Section 14.7;


 


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


 


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


 


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


 




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


 


(c)          To
the extent (a) the consent of any Lender in its capacity as a Lender is required, but not obtained (any such Lender whose consent
is not obtained as described in this Section 14.1(c) being referred to as a “Non-Consenting Lender”)
in connection with any proposed amendment, modification, supplement or waiver (a “Proposed Change”) and (b)
the Administrative Agent shall have consented to such Proposed Change, at the request of the Company and with the consent of the
Administrative Agent (in its sole discretion exercised reasonably), any Eligible Assignee reasonably acceptable to the Administrative
Agent (which Eligible Assignee may be the Lender acting as the Administrative Agent and shall have consented to such Proposed Change)
shall have the right (but not the obligation) to purchase from such Non-Consenting Lender, and such Non-Consenting Lender shall,
upon the request of the Administrative Agent, sell and assign to such Eligible Assignee all of the Term Loan Commitments and the
Term Loans of such Non-Consenting Lender for an amount equal to the Purchase Amount; provided, however, that such
sale and purchase (and the corresponding assignment) shall not be effective until (A) the Administrative Agent shall have received
from such Eligible Assignee an agreement in form and substance satisfactory to the Administrative Agent and the Company whereby
such Eligible Assignee shall agree to be bound by the terms hereof and (B) such Non-Consenting Lender shall have received the Purchase
Amount from such Eligible Assignee. Each Lender agrees that, if it becomes a Non-Consenting Lender, it shall execute and deliver
to the Administrative Agent (x) an Assignment and Acceptance to evidence such sale and assignment and (y) to the extent the Term
Loan Commitments and Loans subject to such Assignment and Acceptance are evidenced by a Note or Notes, such Note or Notes; provided,
however, that the failure of any Non-Consenting Lender to execute an Assignment and Acceptance or deliver such Note or Notes
shall not render such sale and purchase (and the corresponding assignment) invalid.


 


(d)          Notwithstanding
the foregoing, the Company and the Administrative Agent, without the consent of the Required Lenders, may enter into one or more
written amendments, supplements or modifications, in each case, pursuant to procedures and documentation reasonably required by
the Administrative Agent to (i) allow the maturity and scheduled amortization (if any) of all or a portion of the Term Loans of
any Amending Lender (as defined below) to be extended and (ii) if applicable, (x) increase any interest rates or margins, including
any interest rate floors, premiums, and/or fees payable, (y) extend the timing of any required prepayments and/or (z) waive or
reduce participations in prepayments with respect to the Term Loans of such Amending Lender (as defined below); provided,
however, that (A) such extension and/or modification shall be offered to all Lenders of Loans in the same tranche with the
same maturity date (each a “tranche”) on a pro rata basis based on the aggregate outstanding principal
amount of their respective Loans with the same maturity date (an “Extension Offer”), (B) except as set forth
in clauses (i) and (ii) above, the extended Loans shall the same terms as the tranche of Term Loans that is subject
to the Extension Offer (except for covenants or other provisions contained therein applicable only to periods after the latest
final maturity date of any Term Loans outstanding immediately after giving effect such extension) and (C) the Loan Parties shall
execute and deliver all documents (including, without limitation, opinions and amendments or supplements to the Security Documents)
as the Administrative Agent or any Amending Lender may reasonably require as a condition to such amendment, supplement or modification
(each a “Permitted Amendment”).  “Amending Lender” shall mean any Lender who agrees
in writing, in form and substance reasonably satisfactory to the Administrative Agent and the Company, to such proposed amendment,
supplement or modification. Each Permitted Amendment shall become effective only with respect to the Term Loans of each applicable
Amending Lender of the tranche that is subject to the Extension Offer and on a pro rata basis based on the aggregate outstanding
principal amount of the Term Loans of such tranche held by Lenders who accept such Extension Offer and only with respect to such
Lender’s Term Loans as to which such Lender has accepted in writing.  Each of the parties hereto hereby agrees that,
upon the effectiveness of any Permitted Amendment, this Agreement shall be deemed amended to the extent (but only to the extent)
necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Term Loans
of the applicable Amending Lenders.  Following any Permitted Amendment, the Term Loans extended or otherwise modified pursuant
to this Section 14.1(d) shall constitute a new tranche of Term Loans for purposes of the Loan Documents.


 




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


 


		(i)	if to the Company:



 


Revlon Consumer Products Corporation

237 Park Avenue

New York, New York 10017

Attention: Senior Vice President, Treasurer and Investor Relations

Telecopy: (212) 527-5299

E-Mail Address: elise.garofalo@revlon.com


 


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






Revlon Consumer Products Corporation

237 Park Avenue

New York, New York 10017

Attention: Executive Vice President and General Counsel

Telecopy: (212) 527-5693

E-Mail Address: lauren.goldberg@revlon.com


 


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




 




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		(iii)	if to the Administrative Agent:



 


Citibank, N.A.

1615 Brett Road

Operations Building #3

New Castle, Delaware 19720

Attention: Tracey L. Wilson

Telecopy no: (212) 994-0849

E-Mail Address: tracey.l.wilson@citi.com


 


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



Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153-0119

Attention: Daniel S. Dokos

Telecopy no: (212) 310-8007

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


 


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


 


(b)          Effectiveness
of Notices. All notices, demands, requests, consents and other communications described in clause (a) above shall
be effective (i) if delivered by hand, including any overnight courier service, upon delivery, (ii) if delivered by first class,
postage prepaid mail, five (5) days after deposited in the mails, (iii) except to any Loan Party, if delivered by posting to an
Approved Electronic Platform, an Internet website or a similar telecommunication device requiring that a user have prior access
to such Approved Electronic Platform, website or other device, when such notice, demand, request, consent and other communication
shall have been made generally available on such Approved Electronic Platform, Internet website or similar device to the class
of Person being notified (regardless of whether any such Person must accomplish, and whether or not any such Person shall have
accomplished, any action prior to obtaining access to such items, including registration, disclosure of contact information, compliance
with a standard user agreement or undertaking a duty of confidentiality) and (iv) if delivered by electronic mail or any other
telecommunications device, when transmitted to an electronic mail address (or by another means of electronic delivery) as provided
in clause (a) above; provided, however, that notices and communications to the Administrative Agent pursuant
to Article II, Article VII and Article XIII shall not be effective until received by the Administrative Agent.


 


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


 




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


 


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


 


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


 




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


 


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


 


Section
14.6.          Assignments and Participations; Binding Effect.
(a) Subject to the Arrangers’ obligations under the Commitment Letter, each Lender may sell, transfer, negotiate or
assign to one or more Eligible Assignees (other than any Disqualified Institutions) all or a portion of its rights and obligations
hereunder (including all of its rights and obligations with respect to the Loans); provided, however, that (i) the
aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event (if less than the assignor’s entire interest) be less than $5,000,000 or an
integral multiple of $1,000,000 in excess thereof, except (A) with the consent of the Company and the Administrative Agent or (B)
if such assignment is being made to a Lender or an Affiliate or Related Fund of such Lender and (ii) if such Eligible Assignee
is not, prior to the date of such assignment, a Lender or an Affiliate or Related Fund of a Lender, such assignment shall be subject
to the prior consent of the Administrative Agent and the Company (which consents shall not be unreasonably withheld or delayed);
and provided, further, that, notwithstanding any other provision of this Section 14.6 but subject to
the Arrangers’ obligations under the Commitment Letter, the consent of the Company shall not be required (x) for any assignment
occurring when any Event of Default under Section 12.1(a) or Section 12.1(j) shall have occurred and be
continuing and (y) for any assignment by the Administrative Agent or any Affiliate or Related Fund of the Administrative Agent
of the Term Loan Commitment or Loans held on the Closing Date by the Administrative Agent or any such Affiliate or Related Fund
if such assignment is made as part of the primary syndication of the Facility.


 


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


 




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(c)          The
Administrative Agent shall maintain at its address referred to in Section 14.2 a copy of each Assignment and Acceptance
delivered to and accepted by it and a register for the recording of the names and addresses of the Lenders and the applicable Term
Loan Commitments of and principal amount of and interest with respect to the Loans owing to each applicable Lender from time to
time (each, a “Register”). Any assignment pursuant to this Section 14.6 shall not be effective until
such assignment is recorded in such Register. The entries in each Register shall be conclusive and binding for all purposes, absent
manifest error, and the Loan Parties, the Administrative Agent and the Lenders may treat each Person whose name is recorded in
such Register as a Lender for all purposes of this Agreement. All information contained in each Register as to any Lender shall
be available for inspection by the Company, the Administrative Agent or such Lender at any reasonable time and from time to time
upon reasonable prior notice.


 


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


 


(e)          Upon
its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, the Administrative Agent shall, if
such Assignment and Acceptance has been completed, (i) accept such Assignment and Acceptance, (ii) record or cause to be recorded
the information contained therein in the applicable Register and (iii) give prompt notice thereof to the Company. Within five (5)
Business Days after its receipt of such notice, the Company, at its own expense, shall, if requested by such assignee, execute
and deliver to the Administrative Agent, new Notes to the order of such assignee in an amount equal to the Loans and Term Loan
Commitment assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has surrendered any Note for exchange
in connection with the assignment and has retained Loans or Term Loan Commitment hereunder, new Notes to the order of the assigning
Lender in an amount equal to the Loans or Term Loan Commitment retained by it hereunder. Such new Notes shall be dated the same
date as the surrendered Notes.


 


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


 




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


 


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


 


provided, however, that no
such assignment or grant shall release such Lender from any of its obligations hereunder except as expressly provided in clause (i)
above and except, in the case of a subsequent foreclosure pursuant to an assignment as collateral, if such foreclosure is made
in compliance with the other provisions of this Section 14.6 other than this clause (f) or clause (g)
below. Each party hereto acknowledges and agrees that, prior to the date that is one (1) year and one (1) day after the payment
in full of all outstanding commercial paper or other senior debt of any such Special Purpose Vehicle, such party shall not institute
against, or join any other Person in instituting against, any Special Purpose Vehicle that has been granted an option pursuant
to this clause (f) any bankruptcy, reorganization, insolvency or liquidation proceeding (such agreement shall survive
the payment in full of the Payment Obligations). The terms of the designation of, or assignment to, such Special Purpose Vehicle
shall not restrict such Lender’s ability to, or grant such Special Purpose Vehicle the right to, consent to any amendment
or waiver to this Agreement or any other Loan Document or to the departure by the Company from any provision of this Agreement
or any other Loan Document without the consent of such Special Purpose Vehicle except, as long as the Administrative Agent and
the Lenders, and other Secured Parties shall continue to, and shall be entitled to continue to, deal solely and directly with such
Lender in connection with such Lender’s obligations under this Agreement, to the extent any such consent would reduce the
principal amount of, or the rate of interest on, any Payment Obligations, amend this clause (f) or postpone any scheduled
date of payment of such principal or interest. Each Special Purpose Vehicle shall be entitled to the benefits of Section 7.9(d),
7.10 and 7.12 as if it were such Lender; provided, however, that anything herein to the contrary notwithstanding,
the Company shall not, at any time, be obligated to make under Section 7.9(d), 7.10 and 7.12 to any such
Special Purpose Vehicle and any such Lender any payment in excess of the amount the Company would have been obligated to pay to
such Lender in respect of such interest if such Special Purpose Vehicle had not been assigned the rights of such Lender hereunder;
provided, further, that any such Special Purpose Vehicle shall have complied with the requirements of Section 7.12.


 




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(g)          Each
Lender may sell participations to one or more Persons (other than any Affiliate of the Company or any Disqualified Institution)
in or to all or a portion of its rights and obligations under the Loan Documents (including all its rights and obligations with
respect to Loans). The terms of such participation shall not, in any event, require the participant’s consent to any amendments,
waivers or other modifications of any provision of any Loan Documents, the consent to any departure by any Loan Party therefrom,
or to the exercising or refraining from exercising any powers or rights such Lender may have under or in respect of the Loan Documents
(including the right to enforce the obligations of the Loan Parties), except if any such amendment, waiver or other modification
or consent would (i) reduce the amount, or postpone any date fixed for the payment of principal, interest or fees payable to such
participant under the Loan Documents, to which such participant would otherwise be entitled under such participation or (ii) result
in the release of all or substantially all of the Collateral other than in accordance with Section 9 of the Intercreditor
Agreement. In the event of the sale of any participation by any Lender, (w) such Lender’s obligations under the Loan Documents
shall remain unchanged, (x) such Lender shall remain solely responsible to the other parties for the performance of such obligations,
(y) such Lender shall remain the holder of such Payment Obligations for all purposes of this Agreement and (z) the Company, the
Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement. Each participant shall be entitled to the benefits of Section 7.9(d), 7.10
and 7.12 as if it were a Lender; provided, however, that notwithstanding anything herein to the contrary,
the Company shall not, at any time, be obligated to make any payment under Section 7.9(d), 7.10 and 7.12 to
the participants in the rights and obligations of any Lender (together with such Lender) in excess of the amount the Company would
have been obligated to pay to such Lender in respect of such interest had such participation not been sold; provided, further,
that any such participant shall have complied with the requirements of Section 7.12. Each Lender that sells a participation
shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register on which it enters the name
and address of each participant and the principal amounts and interest amounts of each participant's interest in the Loans or other
obligations under the Loan Documents (the “Participant Register”). The entries in the Participant Register shall
be conclusive absent manifest error, and each party hereto shall treat each person whose name is recorded in the Participant Register
as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. Without limitation
of the requirements of Section 14.6(g), no Lender shall have any obligation to disclose all or any portion of a Participant
Register to any person (including the identity of any participant or any information relating to a participant's interest in any
Loans under any Loan Document) except to the extent that such disclosure is necessary to establish that such Loan is in registered
form for U.S. federal income tax purposes or is otherwise required by applicable law. For the avoidance of doubt, the Administrative
Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 


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


 




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


 


(b)          Subject
to the Intercreditor Agreement, in addition to any rights and remedies of the Lenders provided by law, upon both the occurrence
of an Event of Default and acceleration of the Payment Obligations owing in connection with this Agreement, each Lender and each
of its Affiliates shall have the right, without prior notice to the Company, any such notice being expressly waived to the extent
permitted by applicable law, to set off and apply against any indebtedness, whether matured or unmatured, of the Company to such
or any other Lender or such Affiliate any amount owing from such Lender or such Affiliate to the Company at, or at any time after,
the happening of both of the above mentioned events, and such right of set-off may be exercised by such Lender or such Affiliate
against the Company or against any trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver,
custodian or execution, judgment or attachment creditor of the Company, or against anyone else claiming through or against the
Company or such trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment
or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender or such
Affiliate prior to the making, filing or issuance, or service upon such Lender or such Affiliate of, or of notice of, any such
petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of
execution, subpoena, order or warrant. Each Lender agrees promptly to notify the Company and the Administrative Agent after any
such set-off and application made by such Lender or any of its Affiliates; provided, however, that the failure to
give such notice shall not affect the validity of such set-off and application.


 


Section
14.8.          [Intentionally Omitted]


 


Section
14.9.          [Intentionally Omitted]


 


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


 




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


 


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


 


(b)          Each
Lender agrees that it will not disclose Confidential Information (as defined below) to any Person other than (i) as may be consented
to by the Company, (ii) as may be required by law or pursuant to legal process (in which case the Lender, to the extent permitted
by law and except with respect to any audit or examination conducted by bank accountants or any governmental bank authority exercising
examination or regulatory authority, agrees use its commercially reasonable efforts to inform the Company promptly to the extent
practicable) and (iii) to prospective participants and Transferees and those of such Lender’s directors, officers, employees,
examiners and professional advisors who have a need to know the Confidential Information in accordance with customary banking practices
and who receive the Confidential Information having been made aware of the restrictions of this Section 14.12(b). As
used herein, the term “Confidential Information” means all information contained in materials relating to the
Company and its Subsidiaries provided to the Lenders by the Company or its representatives or agents other than (x) information
which is at the time so provided or thereafter becomes generally available to the public other than as a result of a disclosure
by one or more Lenders, (y) information which was available to any Lender prior to its disclosure to the Lenders by the Company,
its representatives or agents and (z) information which becomes available to one or more Lenders from a source other than the Company,
its representatives or agents.


 


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


 


(b)          The
Company hereby irrevocably and unconditionally:


 


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


 


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


 




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


 


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


 


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


 


Section
14.14.         Acknowledgements. The Company hereby acknowledges
that:


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 




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


 


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


 


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


 


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


 


[Signature
Pages Follow]


 




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


 


	 	REVLON CONSUMER PRODUCTS CORPORATION
	 	 	 
	 	By:	/s/ Michael T. Sheehan
	 	 	Name:	Michael T. Sheehan
	 	 	Title:	Senior Vice President, Deputy
	 	 	 	General Counsel & Secretary


 


[Signature
page to Term loan Agreement]


 




    	 



    	 



    

 


	 	CITIBANK, N.A., as Administrative
	 	Agent, Collateral Agent and a Lender
	 	 
	 	By:	/s/ David Leland
	 	 	Name:	David Leland
	 	 	Title:	Vice President


 


[Signature
page to Term loan Agreement]