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                                                                EXECUTION COPY
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                      REVLON CONSUMER PRODUCTS CORPORATION

                                       and

                      CERTAIN LOCAL BORROWING SUBSIDIARIES




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




                 SECOND AMENDED AND RESTATED CREDIT AGREEMENT

                        dated as of November 30, 2001



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




                             JPMORGAN CHASE BANK,
                             as Administrative Agent

                               CITIBANK, N.A.,
                             as Documentation Agent

                        LEHMAN COMMERCIAL PAPER INC.,
                              as Syndication Agent




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                         J.P. MORGAN SECURITIES INC.,
                         as Sole Arranger and Bookrunner



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                                TABLE OF CONTENTS

                                                                            PAGE

SECTION 1.   DEFINITIONS......................................................2

      1.1.   Defined Terms....................................................2
      1.2.   Other Definitional Provisions...................................37

SECTION 2.   AMOUNTS AND TERMS OF TERM LOAN COMMITMENT.......................38

      2.1.   Term Loan Commitments...........................................38
      2.2.   Obligations of the Company......................................38
      2.3.   Procedure for Borrowing Term Loans..............................39
      2.4.   Amortization of Term Loans......................................39
      2.5.   Use of Proceeds of Term Loans...................................39

SECTION 3.   AMOUNT AND TERMS OF REVOLVING CREDIT SUB-FACILITY...............39

      3.1.   Revolving Credit Commitments....................................39
      3.2.   Obligations of Company..........................................40
      3.3.   Procedure for Borrowing Revolving Credit Loans..................40
      3.4.   Use of Proceeds of Revolving Credit Loans.......................41

SECTION 4.   AMOUNT AND TERMS OF SWING LINE SUB-FACILITY.....................41

      4.1.   Swing Line Commitments..........................................41
      4.2.   Participations..................................................43
      4.3.   Use of Proceeds of Swing Line Loans.............................44

SECTION 5.   AMOUNT AND TERMS OF LETTER OF CREDIT SUB-FACILITY...............44

      5.1.   Letter of Credit Facility.......................................44
      5.2.   Procedure for Issuance of Letters of Credit.....................44
      5.3.   L/C Participations..............................................45
      5.4.   Reimbursement Obligation of the Company.........................46
      5.5.   Obligations Absolute............................................46
      5.6.   Letter of Credit Payments.......................................47
      5.7.   Application.....................................................47
      5.8.   Cash Collateral for Letters of Credit...........................47
      5.9.   Existing Letters of Credit......................................48

SECTION 6.   AMOUNT AND TERMS OF LOCAL LOAN SUB-FACILITY.....................48

      6.1.   Local Loan Commitments..........................................48
      6.2.   Obligations of Local Borrowers..................................49
      6.3.   Procedure for Borrowing Local Loans.............................49

                                       i

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      6.4.   Currency Conversion and Contingent Funding Agreement............51
      6.5.   Designation of Additional Denomination Currencies...............53
      6.6.   Re-Allocation of Currency Sublimits.............................54
      6.7.   Resignation or Removal of a Local Fronting Lender...............56
      6.8.   Reports.........................................................57
      6.9.   Bankers' Acceptances............................................57
      6.10.  Use of Proceeds of Local Loans and Acceptances..................58
      6.11.  Existing Local Loans and Acceptances............................59

SECTION 7.   PROVISIONS RELATING TO CERTAIN EXTENSIONS OF CREDIT; FEES
             AND PAYMENT.....................................................59

      7.1.   Voluntary Termination or Reduction of Aggregate Commitment......59
      7.2.   Optional Prepayments............................................59
      7.3.   Mandatory Prepayments...........................................60
      7.4.   Mandatory Commitment Reductions.................................61
      7.5.   Application of Payments and Commitment Reductions...............63
      7.6.   Interest Rate and Payment Dates; Risk Participation Fees;
             Local Administrative Fee........................................63
      7.7.   Letter of Credit Fees, Commissions and Other Charges............65
      7.8.   Conversion Options, Minimum Tranches and Maximum
             Interest Periods................................................66
      7.9.   Inability to Determine Interest Rate............................68
      7.10.  Illegality......................................................69
      7.11.  Requirements of Law; Changes of Law.............................70
      7.12.  Indemnity.......................................................72
      7.13.  Taxes...........................................................73
      7.14.  Commitment Fee..................................................75
      7.15.  Computation of Interest and Fees................................76
      7.16.  Pro Rata Treatment and Payments.................................77
      7.17.  Payments on Account of Loans and Fees...........................80
      7.18.  Interest Act (Canada)...........................................80

SECTION 8.   REPRESENTATIONS AND WARRANTIES..................................80

      8.1.   Corporate Existence.............................................80
      8.2.   Corporate Power.................................................80
      8.3.   No Legal Bar to Loans...........................................81
      8.4.   No Material Litigation..........................................81
      8.5.   No Default......................................................82
      8.6.   Ownership of Properties; Liens..................................82
      8.7.   Taxes...........................................................82
      8.8.   ERISA...........................................................82
      8.9.   Financial Condition.............................................83
      8.10.  No Change.......................................................84
      8.11.  Federal Regulations.............................................84
      8.12.  Not an "Investment Company".....................................84

                                       ii

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      8.13.  Matters Relating to Subsidiaries................................84
      8.14.  Pledge Agreements...............................................84
      8.15.  Security Agreements.............................................85
      8.16.  Security Documents of Borrowing Subsidiaries....................85
      8.17.  Mortgages.......................................................85
      8.18.  Guarantees......................................................86
      8.19.  Company Tax Sharing Agreement...................................86
      8.20.  Intellectual Property...........................................86
      8.21.  Solvency........................................................86
      8.22.  Environmental Matters...........................................87
      8.23.  Models..........................................................87
      8.24.  Disclosure......................................................88
      8.25.  Senior Indebtedness.............................................88
      8.26.  Regulation H....................................................88
      8.27.  Affiliate Obligations...........................................88
      8.28.  Indebtedness Owing to Affiliates................................88
      8.29.  No Recordation Necessary........................................88
      8.30.  Accounts Receivable and Inventory...............................89
      8.31.  Intellectual Property Filings...................................89
      8.32.  Certain Tax Liabilities.........................................89
      8.33.  Ownership of Charles of the Ritz................................89
      8.34.  Assets of Revlon Holdings.......................................89

SECTION 9.   CONDITIONS PRECEDENT............................................90

      9.1.   Conditions to Initial Extensions of Credit......................90
      9.2.   Conditions to Each Extension of Credit..........................94

SECTION 10.  AFFIRMATIVE COVENANTS...........................................95

      10.1.  Financial Statements............................................95
      10.2.  Certificates; Other Information.................................96
      10.3.  Payment of Obligations..........................................97
      10.4.  Conduct of Business and Maintenance of Existence................97
      10.5.  Maintenance of Property; Insurance..............................97
      10.6.  Inspection of Property; Books and Records; Discussions..........97
      10.7.  Notices.........................................................98
      10.8.  Maintenance of Corporate Identity...............................99
      10.9.  Environmental Laws..............................................99
      10.10. Additional Guarantees..........................................100
      10.11. Additional Stock Pledges.......................................100
      10.12. Additional Security Agreements.................................102
      10.13. Asset Transfers................................................102
      10.14. Intellectual Property..........................................103
      10.15. Additional Mortgages...........................................105
      10.16. Post-Closing Matters...........................................105

                                      iii
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SECTION 11.  NEGATIVE COVENANTS.............................................106

      11.1.  Financial Covenants............................................106
      11.2.  Indebtedness...................................................107
      11.3.  Limitation on Liens............................................110
      11.4.  Limitation on Contingent Obligations...........................114
      11.5.  Limitation on Fundamental Changes..............................115
      11.6.  Limitation on Sale of Assets...................................115
      11.7.  Limitation on Restricted Payments..............................116
      11.8.  Limitation on Investments......................................117
      11.9.  Limitation on Payments on Account of Debt; Synthetic
             Purchase Agreements............................................120
      11.10. Limitation on Transactions with Affiliates.....................120
      11.11. Hazardous Materials............................................121
      11.12. Accounting Changes.............................................121
      11.13. Limitation on Negative Pledge Clauses..........................121
      11.14. Amendment of Company Tax Sharing Agreement.....................122
      11.15. Other Designated Obligations...................................122

SECTION 12.  EVENTS OF DEFAULT..............................................122


SECTION 13.  THE AGENTS.....................................................126

      13.1.  Appointment....................................................126
      13.2.  Consultation with Documentation Agent and Syndication Agent....127
      13.3.  Delegation of Duties...........................................127
      13.4.  Exculpatory Provisions.........................................127
      13.5.  Reliance by the Agents.........................................128
      13.6.  Notice of Default..............................................128
      13.7.  Non-Reliance on the Agents, the Arranger and the Other
             Lenders........................................................129
      13.8.  Indemnification................................................130
      13.9.  Each of the Agents and the Arranger in Its Individual
             Capacity.......................................................130
      13.10. Successor Agents...............................................130

SECTION 14.  MISCELLANEOUS..................................................131

      14.1.  Amendments and Waivers.........................................131
      14.2.  Releases of Collateral Security and Guarantee Obligations......133
      14.3.  Notices........................................................133
      14.4.  No Waiver; Cumulative Remedies.................................135
      14.5.  Survival of Representations and Warranties.....................135
      14.6.  Payment of Expenses and Taxes..................................135
      14.7.  Successors and Assigns; Loan Participations....................136
      14.8.  Adjustments; Set-off...........................................139
      14.9.  Delegation by each Local Borrowing Subsidiary..................141
      14.10. Judgment.......................................................141
      14.11. QFL Notes......................................................142

                                       iv

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      14.12. Collateral Agency Agreement....................................143
      14.13. Certain Waivers................................................143
      14.14. Severability...................................................143
      14.15. Effectiveness; Counterparts; Confidentiality...................143
      14.16. SUBMISSION TO JURISDICTION; WAIVERS............................144
      14.17. Acknowledgements...............................................146
      14.18. GOVERNING LAW..................................................146

                                       v
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SCHEDULES

Schedule I        Lenders; Addresses for Notices; Co-Agents
Schedule II       Commitments
Schedule III      Borrowers, Denomination Currencies; Currency Sublimits;
                  Maximum Sublimits; Local Fronting Lenders
Schedule IV       Subsidiaries of the Company; Subsidiaries Scheduled for
                  Dissolution
Schedule V        Pledge Agreements and Guarantees
Schedule VI       Security Agreements
Schedule VII      Indebtedness (as of October 31, 2001)
Schedule VIII     Contingent Obligations
Schedule IX       Existing Letters of Credit (with face amounts
                  determined as of October 31, 2001)
Schedule X        Disposition Assets
Schedule XI       UCC Financing Statements
Schedule XII      Environmental Matters
Schedule XIII     Domestic Local Counsel
Schedule XIV      International Local Counsel
Schedule XV       Non-Core Asset Sales
Schedule XVI      Material Assets of Revlon Holdings, Inc.

EXHIBITS

Exhibit A      Form of Term Loan Note
Exhibit B      Form of Revolving Credit Note
Exhibit C      Form of Swing Line Note
Exhibit D      Form of Collateral Agency Agreement
Exhibit E-1    Form of Revlon Guarantee
Exhibit E-2    Form of Revlon Pledge Agreement
Exhibit F-1    Company Guarantee
Exhibit F-2    Company Pledge Agreement (Domestic)
Exhibit F-3    Company Pledge Agreement (International)
Exhibit F-4    Company Security Agreement
Exhibit G-1    Subsidiaries Guarantee
Exhibit G-2    Subsidiary Pledge Agreement (Domestic)
Exhibit G-3    Subsidiary Pledge Agreement (International)
Exhibit G-4    Subsidiary Security Agreement
Exhibit H      Form of Mortgage
Exhibit I      Form of Consent and Confirmation
Exhibit J      Form of Affiliate Subordination Letter
Exhibit K      Form of Swing Line Loan Participation
               Certificate
Exhibit L      Form of Local Loan Participation Certificate
Exhibit M-1    Form of Opinion of Paul, Weiss, Rifkind,
               Wharton & Garrison
Exhibit M-2    Form of Opinion of Senior Vice President and
               General Counsel of the Company

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Exhibit M-3    Form of Opinion of Simpson Thacher & Bartlett
Exhibit N      Form of Commitment Transfer Supplement
Exhibit O      Form of Compliance Certificate
Exhibit P      Form of Company Tax Sharing Agreement
Exhibit Q-1    Form of Capital Gains Note
Exhibit Q-2    Form of Subordinated Intercompany Note
Exhibit Q-3    Form of Capital Contribution Note
Exhibit R-1    Form of Local Borrowing Subsidiary Joinder Agreement
Exhibit R-2    Form of Local Fronting Lender Joinder Agreement
Exhibit S-1    Form of Local Loan Statement
Exhibit S-2    Form of Interest Allocation Statement (Local Loans)
Exhibit T      Form of Acknowledgement and Consent
Exhibit U-1    Form of U.S. Tax Compliance Certificate
Exhibit U-2    Form of QFL Term Loan Note



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            SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of
November 30, 2001, among:

(a)   REVLON CONSUMER PRODUCTS CORPORATION, a Delaware corporation (the
            "Company");

(b)   the Local Borrowing Subsidiaries from time to time parties hereto;

(c)   the several Lenders from time to time parties hereto;

(d)   the Co-Agents named on Schedule I hereto (in such capacities, the
            "Co-Agents");

(e)   Citibank, N.A. ("Citibank"), as documentation agent (in such capacity,
      the "Documentation Agent") for the Lenders;

(f)   Lehman Commercial Paper Inc. ("Lehman"), as syndication agent (in such
      capacity, the "Syndication Agent") for the Lenders;

(g)   J.P. MORGAN SECURITIES INC., as arranger (in such capacity, the
      "Arranger"); and

(h)   JPMORGAN CHASE BANK, a New York banking corporation ("JPMorgan Chase
      Bank"), as administrative agent (in such capacity, the
      "Administrative Agent"; together with the Documentation Agent and
      the Syndication Agent, the "Agents") for the Lenders.

                            W I T N E S S E T H :

            WHEREAS, the Company and certain of its Subsidiaries are parties to
the Amended and Restated Credit Agreement, dated as of May 30, 1997 (as amended,
supplemented or otherwise modified from time to time through the date hereof,
the "Existing Agreement"), among the Company, the Borrowing Subsidiaries (as
defined therein), the banks and other financial institutions from time to time
parties thereto, the co-agents named therein, the documentation agent named
therein, the syndication agent named therein, the Arranger, and the
Administrative Agent;

            WHEREAS, the Company has requested that the Existing Agreement be
amended and restated as provided herein;

            WHEREAS, each of the Lenders and the other parties hereto are
agreeable to the terms and provisions of the Existing Agreement, as amended and
restated hereby;

            NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties hereto hereby agree that the Existing
Agreement shall be, and hereby is, amended and restated in its entirety, and the
parties hereto hereby agree as follows:

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                                                                               2

                             SECTION 1. DEFINITIONS

     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):

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

            "Acceptances" shall have the meaning assigned to such term in
      subsection 6.9(a);

            "Administrative Agent" shall have the meaning assigned to such
      term in the preamble hereto;

            "Affected Loan" shall have the meaning assigned to such term in
      subsection 7.9(a);

            "Affiliate" of any Person shall mean any other Person (other than a
      Subsidiary or a Permitted Joint Venture) 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 either to (a) vote 10% or more of the securities
      having ordinary voting power for the election of directors of such first
      Person or (b) 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, executed and delivered pursuant to the Existing
      Agreement or to be executed and delivered pursuant hereto, in each case by
      each Affiliate of the Company (other than California Federal Bank, A
      Federal Savings Bank and officers and directors of the Company) which from
      time to time holds any Indebtedness (including, without limitation, any
      Indebtedness under subsection 11.2(n), but other than trade credit in the
      ordinary course of business, any Subordinated Intercompany Note, any
      Capital Contribution Note and any Capital Gains Note) of the Company,
      substantially in the form of Exhibit J, as the same may be amended,
      supplemented or otherwise modified from time to time;

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                                                                               3

            "Agents" shall have the meaning assigned to such term in the
      preamble hereto;

            "Aggregate Actual Outstanding Multi-Currency Extensions of Credit"
      shall mean, at any time, the amount equal to the sum of (a) the aggregate
      principal amount then outstanding of the Revolving Credit Loans, (b) the
      aggregate principal amount of then outstanding Swing Line Loans, (c) the
      aggregate amount of then outstanding L/C Obligations, (d) the aggregate
      principal amount then outstanding of Local Loans which are denominated in
      Dollars, (e) the Equivalent in Dollars of the aggregate principal amount
      then outstanding of the Local Loans which are denominated in Denomination
      Currencies and (f) the Equivalent in Dollars of the aggregate undiscounted
      face amount then outstanding of the Acceptances which are denominated in
      Denomination Currencies;

             "Aggregate Commitment" shall mean, at any date, the sum of (a) on
      the Closing Date, the Aggregate Term Loan Commitment then in effect and,
      at any time after the Closing Date, the aggregate principal amount of the
      Term Loans then outstanding and (b) the Aggregate Multi-Currency
      Commitment then in effect (or, if no Aggregate Multi-Currency Commitment
      is then in effect, the Aggregate Outstanding Multi-Currency Extensions of
      Credit then outstanding);

            "Aggregate Multi-Currency Commitment" shall mean $132,148,000, as
      such amount may be reduced from time to time pursuant to the terms of this
      Agreement;

            "Aggregate Outstanding Multi-Currency Extensions of Credit" shall
      mean, at any time, the amount equal to the sum of (a) the aggregate
      principal amount then outstanding of the Revolving Credit Loans, (b) the
      aggregate principal amount of then outstanding Swing Line Loans, (c) the
      aggregate amount of then outstanding L/C Obligations, (d) the aggregate
      principal amount then outstanding of Local Loans which are denominated in
      Dollars, (e) the Equivalent in Dollars of 105% of the aggregate principal
      amount then outstanding of the Local Loans which are denominated in
      Denomination Currencies and (f) the Equivalent in Dollars of 105% of the
      aggregate undiscounted face amount then outstanding of the Acceptances
      which are denominated in Denomination Currencies;

            "Aggregate Term Loan Commitment" shall mean $117,852,000, as such
      amount may be reduced from time to time pursuant to the terms of this
      Agreement;

             "Agreement" shall mean this Second Amended and Restated Credit
      Agreement, as the same may be amended, supplemented or otherwise modified
      from time to time;

            "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 Prime Rate in effect on such day and (b) the Federal
      Funds Effective Rate in effect on such day plus 1/2 of 1%; provided that,
      with respect to any Local Loan which is denominated in Dollars and with
      respect to which the Multi-Currency Lenders have not been requested to
      purchase a participating interest pursuant to subsection 6.4(a),
      "Alternate Base Rate" shall mean the rate of interest from time to time
      publicly announced by the relevant Local Fronting

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                                                                               4

     Lender as its base rate (or its equivalent thereof) for loans denominated
      in Dollars at the principal lending office of such Local Fronting Lender
      in the local jurisdiction for the Denomination Currency applicable to it
      (or such other rate as may be mutually agreed between the relevant
      Borrower and the relevant Local Fronting Lender as reflecting the Cost of
      Funds to such Local Fronting Lender for the Local Loans to which such rate
      is applicable);

            "Alternate Base Rate Loans" shall mean the Dollar Loans hereunder at
      such time as such Dollar Loans are made and/or being maintained at a rate
      of interest based upon the Alternate Base Rate;

            "Applicable Margin" shall mean (a) with respect to Alternate Base
      Rate Loans, 3.75% per annum and (b) with respect to all other Loans, 4.75%
      per annum;

            "Application" shall mean an application, in such form as the Issuing
      Lender for the Letter of Credit requested thereby may specify from time to
      time, requesting such Issuing Lender to open such Letter of Credit;

            "Arranger" shall have the meaning assigned to such term in the
      preamble hereto;

            "Available Multi-Currency Commitment" shall mean, at any date, the
      amount equal to the difference between (a) the Aggregate Multi-Currency
      Commitment on such date and (b) the sum of (i) the aggregate principal
      amount then outstanding of the Revolving Credit Loans, (ii) the aggregate
      principal amount of then outstanding Swing Line Loans, (iii) the aggregate
      amount of then outstanding L/C Obligations and (iv) the sum of the
      Currency Sublimits then in effect;

            "Bank Obligations" shall have the meaning assigned to such term
      in the Collateral Agency Agreement;

            "benefitted Lender" shall have the meaning assigned to such term
      in subsection 14.8(b);

            "Borrower" shall mean the Company or a Local Borrowing Subsidiary,
      as the context shall require; collectively, the "Borrowers";

            "Business Day" shall mean a day other than a Saturday, Sunday or
      other day on which commercial banks in New York, New York (or, in the case
      of any Local Loan or Acceptance, the location of the funding office of the
      relevant Fronting Lender) 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 which is either
      (a) recorded as an addition to the Company's stockholders' equity in
      accordance with GAAP 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 Q-3, made by the Company in favor of
      any Affiliate thereof evidencing

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                                                                               5

      Indebtedness permitted pursuant to subsection 11.2(h) 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 on the consolidated
      statement of cash flows of the Company and its Subsidiaries for such
      period, including, in any event, expenditures in respect of capitalized
      computer hardware and software and permanent displays;

            "Capital Gains Amount" shall mean, with respect to any amount
      payable by the Company on any date under the Company Tax Sharing
      Agreement, the amount equal to the excess, if any, of (a) the amount so
      payable by the Company under the Company Tax Sharing Agreement over (b)
      the amount which would have been payable by the Company thereunder in the
      event that the calculation of such amounts had been determined without
      taking into account any income or gain recognized by the Company or any of
      its Subsidiaries upon, or as a result of, the sale, exchange or other
      disposition of any asset of the Company or any of its Subsidiaries
      (including, without limitation, the sale or exchange of the outstanding
      stock of any of its Subsidiaries);

            "Capital Gains Note" shall mean any promissory note made by the
      Company in favor of Revlon in respect of certain payments owing under the
      Company Tax Sharing Agreement, substantially in the form of Exhibit Q-1,
      as the same may be amended, supplemented or otherwise modified from time
      to time in accordance with the terms hereof;

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


<PAGE>
                                                                               6

      excess of $250,000,000 and which invest exclusively in assets satisfying
      the requirements of clause (a) of this definition or (h) shares of money
      market mutual or similar funds having assets in excess of $500,000,000 and
      which invest exclusively in assets satisfying the requirements of clauses
      (b) through (f) of this definition;

            "Charles of the Ritz" shall mean Charles of the Ritz Group, Ltd.,
      a Delaware corporation;

            "Citibank" shall have the meaning assigned to such term in the
      preamble hereto;

            "Closing Date" shall have the meaning assigned to such term in
      subsection 9.1;

            "Co-Agents" shall have the meaning assigned to such term in the
      preamble hereto;

            "Code" shall mean the Internal Revenue Code of 1986, as hereafter
      amended from time to time;

            "Collateral Agency Agreement" shall mean the Amended and Restated
      Collateral Agency Agreement, dated as of May 30, 1997 and further amended
      and restated as of the date hereof, among the Company, the Administrative
      Agent, JPMorgan Chase Bank (in its capacity as administrative agent for
      the holders of the Bank Obligations), the Trustee and Wilmington Trust
      Company (in its capacity as collateral agent for the holders of the Note
      Obligations referred to therein), substantially in the form of Exhibit D,
      as the same may be amended, restated, supplemented or otherwise modified
      from time to time;

            "Commercial Letter of Credit" shall have the meaning assigned to
      such term in subsection 5.1.

            "Commitment" shall mean the Aggregate Term Loan Commitment or the
      Aggregate Multi-Currency Commitment, as the context shall require;
      collectively, the "Commitments";

            "Commitment Fee Rate" shall mean 3/4 of 1% per annum;

            "Commitment Percentage" shall mean, as to any Lender, its Term Loan
      Commitment Percentage or its Multi-Currency Commitment Percentage as the
      context shall require;

            "Commitment Period" shall mean the period from (and including) the
      Closing Date to (but not including) the earlier of (a) the Termination
      Date and (b) the date upon which the Commitments are terminated;

            "Commitment Transfer Supplement" shall have the meaning assigned
      to such term in subsection 14.7(c);

            "Committed Facility" shall mean any revolving or similar financing
      facility under which the borrower party thereto may incur Indebtedness up
      to an aggregate principal


<PAGE>
                                                                               7

      amount at any one time outstanding specified therein upon such borrower's
      request and subject only to such conditions as are normally included in
      committed financing arrangements;

            "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;

            "Company Guarantee" shall mean the Amended and Restated Company
      Guarantee, dated as of May 30, 1997, made by the Company in favor of the
      Administrative Agent, as the same has been and further may be amended,
      supplemented or otherwise modified from time to time;

            "Company IP Security Agreements" shall be the collective reference
      to (a) the Company Patent Security Agreement, as executed and delivered by
      the Company on February 28, 1995, (b) the Company Trademark Security
      Agreement, as executed and delivered by the Company on February 28, 1995
      and (c) the Company Copyright Security Agreement, as executed and
      delivered by the Company on May 30, 1997, and as each of the same has been
      and further may be amended, supplemented or otherwise modified from time
      to time;

            "Company Pledge Agreement (Domestic)" shall be the collective
      reference to (a) the Amended and Restated Pledge and Security Agreement
      (Domestic), dated as of May 30, 1997, made by the Company in favor of the
      Administrative Agent (as defined in the Collateral Agency Agreement), for
      the benefit of the holders of the Bank Obligations, (b) each Pledge and
      Security Agreement listed on Part A of Schedule V as having been executed
      and delivered by the Company and (c) each Pledge and Security Agreement,
      substantially in the form of Exhibit F-2 (after giving effect to the
      applicable modifications described in the Consent and Confirmation), to be
      executed and delivered (including, without limitation, pursuant to
      subsection 10.11(a)) by the Company with respect to each direct Subsidiary
      thereof which is a Domestic Subsidiary, as each of the same has been (in
      the case of clauses (a) and (b)) and further may be amended, supplemented
      or otherwise modified from time to time;

            "Company Pledge Agreement (International)" shall be the collective
      reference to (a) the Amended and Restated Pledge and Security Agreement
      (International), dated as of May 30, 1997, made by the Company in favor of
      the Administrative Agent (as defined in the Collateral Agency Agreement),
      for the benefit of the holders of the Bank Obligations, (b) each Pledge
      and Security Agreement listed on Part B of Schedule V as having been
      executed and delivered by the Company and (c) each Pledge and Security
      Agreement, substantially in the form of Exhibit F-3 (after giving effect
      to the applicable modifications described in the Consent and
      Confirmation), to be executed and delivered (including, without
      limitation, pursuant to subsection 10.11(c)) by the Company with respect
      to each direct Subsidiary thereof which is a Foreign Subsidiary, as the
      same has

<PAGE>
                                                                               8

      been (in the case of clauses (a) and (b)) and further may be amended,
      supplemented or otherwise modified from time to time;

            "Company Pledge Agreements" shall be the collective reference to
      each Company Pledge Agreement (Domestic) and each Company Pledge
      Agreement (International);

            "Company Security Agreement" shall mean the Amended and Restated
      Security Agreement, dated as of May 30, 1997, made by the Company in favor
      of the Administrative Agent (as defined in the Collateral Agency
      Agreement) for the benefit of the holder of the Bank Obligations, as the
      same has been and further may be amended, supplemented or otherwise
      modified from time to time;

            "Company Tax Sharing Agreement" shall mean the Tax Sharing Agreement
      entered into as of June 24, 1992 (as amended through the date hereof and
      as further amended, supplemented or otherwise modified from time to time
      in accordance with the provisions of subsection 11.14) among the Company
      and certain of its Subsidiaries, Revlon, Revlon Holdings and Mafco, in the
      form of Exhibit P;

            "Consent and Confirmation": shall mean the Consent and Confirmation,
      substantially in the form of Exhibit I, to be executed and delivered by
      each Guarantor, Grantor or Pledgor (other than Revlon) under any of the
      Security Documents on the Closing Date.

             "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;

            "Contingent Obligation" as to any Person shall mean any obligation
      of such Person guaranteeing or in effect 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, primarily 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 a natural person who (a) is a
      member of the board of directors of the Company on the date hereof or (b)
      becomes a member of the board of directors of the Company after the date
      hereof and, when first elected to the


<PAGE>
                                                                               9

      board of directors after the date hereof, was nominated for such position
      by at least 66-2/3% of the directors then constituting Continuing
      Directors;

            "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;

            "Copyright" shall, as to the Company or any Domestic Subsidiary,
      have the meaning assigned to such term in the Company Copyright Security
      Agreement or the Subsidiary Copyright Security Agreement, as the case may
      be;

            "Cost of Funds" shall mean, with respect to any Fronting Lender, the
      rate of interest which reflects the cost to such Fronting Lender of
      obtaining funds of the type utilized to fund any extension of credit to
      the relevant Borrower hereunder in the local market for the period during
      which such extension of credit is outstanding;

            "Credit Documents" shall mean this Agreement, the Notes, the
      Drafts, the Applications, the Affiliate Subordination Letters and the
      Security Documents; each, a "Credit Document";

            "Cross Default" of any Person shall mean (i) 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, any
      Note, any Draft or any Reimbursement Obligation) 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 $5,000,000 (or, with respect to any other
      currency, the Equivalent thereof)) or (ii) 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 $5,000,000 (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;

            "Currency Sublimit" shall mean, with respect to any Local Fronting
      Lender, the amount from time to time equal to the amount of Dollars set
      forth under the heading "Currency Sublimit" on Schedule III, as the same
      may be or may be deemed to be modified from time to time in accordance
      with the terms of this Agreement; collectively as to all Fronting Lenders,
      the "Currency Sublimits";

<PAGE>
                                                                              10

            "Default" shall mean any of the events specified in Section 12,
      whether or not any requirement for the giving of notice, the lapse of
      time, or both, or any other condition, has been satisfied;

            "Denomination Currency" shall mean each currency set forth in
      Schedule III, as such Schedule III may be amended, supplemented or
      otherwise modified from time to time;

            "Deposit Requirement" shall have the meaning assigned to such
      term in subsection 5.8(a);

            "Directly Pledged Subsidiaries" at any date shall mean each of the
      Subsidiaries of the Company having shares of capital stock which comprise
      the Pledged Stock at such date (other than any such Subsidiaries having
      capital stock which then constitutes "Pledged Stock" only under a Generic
      Pledge Agreement); each, a "Directly Pledged Subsidiary";

            "Disposition Asset" shall mean any asset, brand or Subsidiary listed
      on Schedule X; provided that any such asset, brand or Subsidiary listed on
      Schedule X 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";

            "Documentation Agent" shall have the meaning assigned to such
      term in the preamble hereto;

            "Dollar Loan" shall mean any Loan which is denominated in
      Dollars; collectively, the "Dollar Loans";
                                  ------------

            "Dollars" and "$" shall mean dollars in lawful currency of the
      United States of America;

            "Domestic Subsidiary" shall mean each Subsidiary of the Company
      which is organized under the laws of a State within the United States;

            "Draft" shall mean a draft which is (a) in a form customary in the
      relevant jurisdiction for acceptance and discount as a bankers'
      acceptance, (b) otherwise reasonably acceptable in form and substance to
      the relevant Local Fronting Lender, (c) stated to mature on the date which
      is 30, 60, 90 or 180 days after the date thereof (or such other maturity
      as is agreeable to the relevant Local Fronting Lender, in its sole
      discretion) and (d) duly completed and executed by the relevant Local
      Borrowing Subsidiary;

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

            (a)   Consolidated Net Income for such period;

            (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

<PAGE>
                                                                              11

                  such period, (ii) Interest Expense (including, without
                  limitation, fees, commissions 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) for any
                  period of determination that includes any of the fiscal
                  quarters ending during the period from March 31, 2001 through
                  and including December 31, 2001 and without duplication,
                  non-recurring restructuring charges (specifically identified
                  and itemized by the Company, whether or not characterized as a
                  restructuring charge in accordance with GAAP) taken by the
                  Company and any of its Subsidiaries during any of such
                  quarters which are included in such period of determination in
                  an aggregate amount for all such quarters, together with the
                  aggregate amount thereof for the fiscal quarters ending from
                  December 31, 1999 through December 31, 2000, not to exceed
                  $135,000,000 excluding depreciation and amortization charges
                  referred to in clause (iii) above, (viii) for any period of
                  determination that includes any of the fiscal quarters
                  commencing on or after January 1, 2002 and without
                  duplication, non-recurring restructuring charges (specifically
                  identified and itemized by the Company at the time when taken,
                  whether or not characterized as a restructuring charge in
                  accordance with GAAP) taken by the Company and any of its
                  Subsidiaries during any of such quarters which are included in
                  such period of determination in an aggregate amount for all
                  quarters commencing on or after January 1, 2002 not to exceed
                  $55,000,000 excluding depreciation and amortization charges
                  referred to clause (iii) above, (ix) non-cash charges in
                  respect of permanent display write-downs taken by the Company
                  and its Subsidiaries for such period, (x) non-cash charges
                  taken by the Company in respect of the issuance of capital
                  stock of Revlon or options, stock appreciation rights,
                  restricted stock or other similar equity 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, (xi) non-cash charges taken by
                  the Company and its Subsidiaries for the fiscal year 2001 of
                  the Company in respect of write-downs in the book value of
                  obsolete inventory, finished goods and components in an amount
                  for such fiscal year not to exceed $15,000,000 in the
                  aggregate, (xii) non-cash charges taken by the Company and its
                  Subsidiaries in respect of write downs in respect of options
                  and/or warrants issued to the Company for the capital stock of
                  Marbert AG in an amount not to exceed $5,500,000 in the
                  aggregate, (xiii) non-cash charges taken by the Company and
                  its Subsidiaries in respect of write-offs and write-downs of
                  computer software and hardware expenses to the extent
                  capitalized by the Company on or prior to December 31, 2001,
                  (xiv) any losses from the assets sales described in Section 1
                  of Schedule XV, (xv) any non-cash losses from the asset sales
                  described in Section 2 of

<PAGE>
                                                                              12

                  Schedule XV and (xvi) any non-cash losses from asset sales
                  outside of the ordinary course of business;

            (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, (iii) any gains in respect of currency
                  fluctuations for such period, (iv) any gains in respect of
                  equity earnings for such period and (v) any gains from asset
                  sales outside of the ordinary course of business;

      provided that, for purposes of the calculation only of the Leverage Ratio,
      the EBITDA of any Person acquired by the Company or any of its
      Subsidiaries during the relevant calculation period shall be included, on
      a pro forma basis, in the EBITDA of the Company as if such Person had been
      acquired on the first day of the calculation period;

            "Eligible Assignee" shall mean (a) a commercial bank organized under
      the laws of the United States, or any State thereof, total assets in
      excess of $1,000,000,000 and an Acceptable Assignee Rating; (b) a
      commercial bank organized under the laws of any other country having
      total assets in excess of $1,000,000,000 (provided that such commercial
      bank shall not be an Eligible Assignee if it or its holding company has a
      credit rating from S&P or Moody's for the type of debt described in clause
      (X), (Y) or (Z) of the definition of the term "Acceptable Assignee Rating"
      and it or its holding company, as the case may be, does not have an
      Acceptable Assignee Rating); and (c) a finance company, insurance company
      or other financial institution (other than savings and loan associations
      and savings banks organized under the laws of the United States or any
      State thereof) or fund which is (or which is managed by a manager which
      manages funds which are) primarily engaged in making, purchasing or
      otherwise investing in commercial loans for its own account in the
      ordinary course of its business, which has (or, if so managed, have) total
      assets in excess of $200,000,000; provided that in no event shall the
      Company, any of its Subsidiaries or any Affiliate thereof constitute 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 Agents;

            "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
      Materials or 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.ss.1251
      et seq., the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C.
      ss.136 et seq., the Surface Mining Control and Reclamation Act, 30 U.S.C.
      ss.1201 et seq., the Comprehensive Environmental Response,

<PAGE>
                                                                              13

     Compensation and Liability Act, 42 U.S.C.ss.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.ss. 1101 et seq., the Resource Conservation and Recovery Act,
     42 U.S.C.ss. 6901 et seq., the Safe Drinking Water Act, 42 U.S.C.ss.300F
     et seq., and the Toxic Substances Control Act, 15 U.S.C.ss.2601 et seq.,
     together, in each case, with each amendment thereto, and the regulations
     adopted and publications promulgated thereunder and all substitutions
     therefor;

            "Equity Offering" shall mean each sale, transfer, issuance or other
      disposition (whether public or private) by the Company or any Affiliate
      thereof of all or any portion of the capital stock or other equity
      interests in any Person (other than a Subsidiary of the Company) which has
      the assets of the Company or one or more Pledged Subsidiaries as its only
      substantial operating assets;

            "Equivalent" shall mean, at any date with respect to:

            (a) an amount of a currency other than Dollars, the amount of
      Dollars into which such amount of such other currency 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); 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;

            "euro" shall mean the single currency of participating member
           States of the European Union;

            "Eurocurrency Base Rate" shall mean, with respect to each day during
      each Interest Period pertaining to a Eurocurrency Loan, the rate per annum
      determined on the basis of the rate for deposits in the relevant
      Denomination Currency for a period equal to such Interest Period
      commencing on the first day of such Interest Period appearing on Page 3750
      of the Telerate screen (or such other page of the Telerate as is customary
      for the relevant Denomination Currency) as of 11:00 AM (London time) (or
      such other time as is customary for the relevant jurisdiction) two Working
      Days prior to the beginning of such Interest Period. In the event that
      such rate does not appear on Page 3750 (or equivalent page) of the
      Telerate screen, the "Eurocurrency Base Rate" shall be determined by
      reference to such other comparable publicly available service for
      displaying eurocurrency rates as may be selected by the Administrative
      Agent or, in the absence of such availability, by reference to the rate at
      which the Administrative Agent (or, with respect to Local Loans which are
      Eurocurrency Loans in which Multi-Currency Lenders have not been requested
      to purchase participating interests pursuant to

<PAGE>
                                                                              14

      subsection 6.4(a), the relevant Local Fronting Lender) is offered deposits
      in the relevant Denomination Currency at or about 11:00 A.M. (London time)
      (or such other time as is customary for the relevant jurisdiction) two
      Working Days prior to the beginning of such Interest Period in the
      interbank eurocurrency market where its eurocurrency and foreign currency
      and exchange operations are then being conducted for delivery on the first
      day of such Interest Period for the number of days comprised therein;

            "Eurocurrency Loan" shall mean each Local Loan hereunder at such
      time as it is made and/or being maintained at a rate of interest based
      upon the Eurocurrency Rate;

            "Eurocurrency Rate" with respect to Eurocurrency Loan for each
      Interest Period shall mean the greater of (a) 3% per annum and (b) the
      rate per annum (rounded upwards to the nearest whole multiple of 1/100th
      of one percent) equal to the following:

                                       Eurocurrency Base Rate
                              -----------------------------------------
                              1.00 - Eurocurrency Reserve Requirements;

            "Eurocurrency Reserve Requirements" with respect to any Interest
      Period for any Eurodollar Loan or Eurocurrency Loan shall mean the
      aggregate of the rates (expressed as a decimal) of reserve requirements
      current on the date two 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 each day during
      each Interest Period pertaining to a Eurodollar Loan, the rate per annum
      determined on the basis of the rate for deposits in Dollars for a period
      equal to such Interest Period commencing on the first day of such Interest
      Period appearing on Page 3750 of the Telerate screen (or such other page
      of the Telerate as is customary for Eurodollar deposits in Dollars) as of
      11:00 A.M. (London time) (or, with respect to Local Loans, such other time
      as is customary for the relevant jurisdiction) two Working Days prior to
      the beginning of such Interest Period. In the event that such rate does
      not appear on Page 3750 (or equivalent page) of the Telerate screen, the
      "Eurodollar Base Rate" shall be determined by reference to such other
      comparable publicly available service for displaying eurodollar rates as
      may be selected by the Administrative Agent or, in the absence of such
      availability, by reference to the rate at which the Administrative Agent
      (or, with respect to Local Loans which are Eurodollar Loans in which the
      Multi-Currency Lenders have not been requested to purchase participating
      interests pursuant to subsection 6.4(a), the relevant Local Fronting
      Lender) is offered Dollar deposits at or about 11:00 A.M., London time,
      two Working Days prior to the beginning of such Interest Period in the
      interbank eurodollar market where its eurodollar and foreign currency and
      exchange operations are then being conducted for delivery on the first day
      of such Interest Period for the number of days comprised therein;

<PAGE>
                                                                              15

            "Eurodollar Loan" shall mean each Dollar 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 greater of (a) 3% per annum and (b) the
      rate per annum (rounded upwards to the nearest whole multiple of 1/100th
      of one percent) 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, provided that any requirement for the giving of notice, the lapse of
      time, or both, or any other condition, has been satisfied;

            "Exchanged Note" shall have the meaning assigned to such term in
      subsection 14.11(a);

            "Existing Agreement" shall have the meaning assigned to such term
      in the recitals hereto;

            "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;

            "Foreign Subsidiary" shall mean any Subsidiary of the Company
      which is not a Domestic Subsidiary;

            "Fully Satisfied" shall mean, with respect to the Payment
      Obligations as of any date, that, on or before such date, (a) the
      principal of and interest accrued to such date on such Payment Obligations
      (other than the Undrawn L/C Obligations) shall have been paid in full in
      cash, (b) all fees, expenses and other amounts then due and payable which
      constituted Payment Obligations (other than the Undrawn L/C Obligations)
      shall have been paid in full in cash, (c) the Commitments shall have
      expired or irrevocably been terminated and (d) the Undrawn L/C Obligations
      shall have been Fully Secured; provided, however, that, on such date, none
      of the Agents or the Lenders shall have made any claims in respect of
      Payment Obligations against any Borrower or any Guarantor under any
      provision of any of the Credit Documents that has not been cash
      collateralized by an amount sufficient in the reasonable judgment of the
      Administrative Agent and such Lender to secure such claim;

            "Fully Secured" shall mean, with respect to any Undrawn L/C
      Obligations as of any date, that, on or before such date, such Undrawn L/C
      Obligations shall have been

<PAGE>
                                                                              16

      secured by the grant to the relevant Issuing Lender by the Company of a
      first priority, perfected security interest in, and Lien on, (a) cash or
      Cash Equivalents in an amount at least equal to the excess of the amount
      of such Undrawn L/C Obligations over the amount equal to the maximum
      commitment to issue Letters of Credit on such date or (b) other collateral
      security which is acceptable to such Issuing Lender and the Required
      Lenders;

            "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, 2000,
      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;

            "Generic Pledge Agreements" shall be the collective reference to
      the Company Pledge Agreement (International) and the Subsidiary Pledge
      Agreement (International);

            "German Distribution Option" shall mean the option of RIC to either
      (i) purchase the German Distribution Shares or (ii) to receive cash in an
      amount equal to the difference between the exercise price of the German
      Distribution Option and the fair market value of the German Distribution
      Shares at the time of exercise of the German Distribution Option;

            "German Distribution Shares" shall mean 435,000 shares of common
      stock of Marbert AG (par value DM 5.00), as such number of shares may be
      adjusted in accordance with the terms of the German Distribution Option;

            "German Distribution Subsidiary" means Fondolo Vermogensverwaltungs
      GmbH, a company organized under the laws of Germany;

            "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;

            "Grantors" shall be the collective reference to the grantors
      parties to the Security Agreements; individually, a "Grantor";

            "Guarantees" shall be the collective reference to the Revlon
      Guarantee, the Company Guarantee, the Subsidiaries Guarantee and each
      other Subsidiaries Guarantee delivered pursuant to subsection 10.10, as
      each of the same has been and further may be amended, supplemented or
      otherwise modified from time to time; individually, a "Guarantee";

<PAGE>
                                                                              17

            "Guarantors" shall be the collective reference to the guarantors
      parties to the Guarantees; individually, a "Guarantor";

            "Hazardous Materials" shall mean any hazardous materials, hazardous
      wastes, hazardous or toxic substances, defined or regulated as such 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;

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

            "indemnified liabilities" shall have the meaning assigned to such
      term in subsection 14.6;

            "Indentures" shall be the collective reference to (a) the Senior
      Subordinated Notes Indenture, (b) the Indenture, dated as of February 1,
      1998, between the Company and U.S. Bank Trust National Association
      (formerly known as First Trust National Association), relating to the
      8-1/8% Senior Notes due 2006 and the 8-1/8% Senior Exchange Notes due 2006
      of the Company in an aggregate principal amount not to

<PAGE>
                                                                              18

      exceed $250,000,000, (c) the Indenture, dated as of November 6, 1998,
      between the Company and U.S. Bank Trust National Association, relating to
      the 9% Senior Notes due 2006 and the 9% Senior Exchange Notes due 2006 of
      the Company in an aggregate principal amount not to exceed $250,000,000,
      (d) the Senior Secured Notes Indenture and (e) 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 subsection 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;

            "Insolvent" shall pertain to a condition of Insolvency;

            "Intellectual Property" shall have the meaning assigned to such
       term in subsection 8.20;

            "Intellectual Property Security Agreements" shall be the collective
      reference to the Company IP Security Agreements and the Subsidiary IP
      Security Agreements;

            "Intercompany Investment" shall have the meaning assigned to such
      term in subsection 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;

            "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 Local Rate Loan which does not have an Interest
            Period, the last day of each calendar month, commencing on the first
            of such days to occur after such Local Rate Loan is made or
            Eurocurrency Loans are converted into Local Rate Loans;

                  (c) as to any Local Rate Loan, Eurocurrency Loan and
            Eurodollar Loan with an Interest Period of three months or less, the
            last day of the Interest Period with respect thereto;

                  (d) as to any Local Rate Loan, Eurocurrency Loan and
            Eurodollar Loan with an Interest Period of six months, the last day
            of each March, June, September and December, commencing on the first
            such day to occur after the commencement of such Interest Period,
            and the last day of such Interest Period;

<PAGE>
                                                                              19

                  (e) as to any Acceptance, the last Business Day of the
            calendar week in which such Acceptance matures (or such earlier date
            as the relevant Local Fronting Lender may elect); and

                  (f) in any event, each of the last day of the Commitment
            Period and the Termination Date;

            "Interest Period" shall mean, (a) initially, with respect to any
      Eurodollar Loan or Eurocurrency Loan or (to the extent customary with
      respect to loans in the relevant Denomination Currency) any Local Rate
      Loan, the period commencing on the borrowing date or the initial date of
      conversion with respect to such Loan and ending one, two, three or six
      months thereafter as selected by the relevant Borrower 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, two,
      three or six months thereafter, in any such case as selected by the
      relevant Borrower in accordance with the provisions of subsection 7.8;
      provided that all of the foregoing provisions relating to Interest Periods
      are subject to the following:

                  (x) if any Interest Period relating to a Eurodollar Loan or a
             Eurocurrency 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;

                  (y) any Interest Period relating to any Loan that would
             otherwise extend beyond the Termination Date shall end on such
             date; and

                  (z) if any Interest Period relating to a Eurodollar Loan or a
             Eurocurrency 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;

            "Interest Rate Agreement" shall mean any interest rate swap, option,
      cap, collar or insurance or any other agreement or arrangement with any
      Lender (or any affiliate thereof) or any other bank or financial
      institution which is designed to provide protection against fluctuations
      in interest rates, and any renewals thereof or substitutions therefor;

            "Investment" shall mean, with respect to the Company and its
      Subsidiaries:

                  (a) the purchase of all or substantially all of the assets
            or stock of one or more Persons, or of assets which comprise any
            business unit of any such Persons, or of assets, stock, bonds,
            notes, debentures or other securities of any Permitted Joint
            Venture;

<PAGE>
                                                                              20

                  (b) the making of any advances, loans, extensions of credit,
            capital contributions to, or any investments (including, without
            limitation, the payment of management fees and other Restricted
            Payments) in, Permitted Joint Ventures; or

                  (c) the incurrence of any Contingent Obligation in the nature
            of a guarantee of Indebtedness of any Permitted Joint Venture;

            "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, paid or assumed by
            the Company and its Subsidiaries in connection with such Investment;

                  (c) except in the case of Investments in Permitted Joint
            Ventures, the aggregate amount of Indebtedness for which such Person
            remains liable following such Investment; and

                  (d) 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;

            "Issuing Lender" with respect to any Letter of Credit issued or
      requested to be issued, shall mean the Multi-Currency Lender or affiliate
      thereof (acting in its capacity as such an issuer) from time to time
      designated by the Administrative Agent as the issuer thereof, provided
      that no such Lender or affiliate thereof shall have any obligation to
      serve as an Issuing Lender, but rather shall serve in such capacity only
      with its prior consent;

            "JPMorgan Chase Bank" shall have the meaning assigned to such

      term in the preamble hereto;

            "judgment currency" shall have the meaning assigned to such term

      in subsection 14.10;

            "L/C Fee Payment Date" shall mean the last day of each March, June,
      September and December and, in any event, the last day of the Commitment
      Period and the Termination Date;

<PAGE>
                                                                              21

            "L/C Obligations" shall mean, at any time, an amount equal to the
      sum of (a) the aggregate amount of Undrawn L/C Obligations then
      outstanding and (b) the aggregate amount of then unreimbursed L/C
      Reimbursement Obligations;

            "L/C Participants" shall be, with respect to any Letter of Credit,
      the collective reference to all the Multi-Currency Lenders, other than the
      Issuing Lender with respect to such Letter of Credit (or, to the extent
      that the Issuing Lender is an affiliate of a Multi-Currency Lender, such
      Multi-Currency Lender);

            "L/C Reimbursement Obligations" shall mean the obligation of the
      Company to reimburse the Issuing Lender(s) pursuant to subsection 5.4 for
      amounts drawn under Letters of Credit;

            "Lehman" shall have the meaning assigned to such term in the
      preamble hereto;

            "Lender" shall mean a Syndicated Lender or a Local Fronting Lender,
      as the context shall require; collectively, the "Lenders";

            "Letter of Credit" shall have the meaning assigned to such term
      in subsection 5.1;

            "Leverage Ratio" shall mean, at any date, the amount equal to the
      ratio of (a) the Aggregate Actual Outstanding Multi-Currency Extensions of
      Credit plus the outstanding Term Loans of the Company and its Subsidiaries
      on a consolidated basis at such date to (b) EBITDA of the Company and its
      Subsidiaries for the period of four consecutive fiscal quarters ended on
      the last day of the most recent fiscal quarter for which the
      Administrative Agent has received the financial statements required to be
      delivered pursuant to subsection 10.1(a) or (c), as the case may be, and
      the compliance certificate required pursuant to subsection 10.2(b) with
      respect to such financial statements (such period of four fiscal quarters,
      the "calculation period"); provided, however, that, for purposes of the
      above calculation, the amount outstanding on account of Multi-Currency
      Loans shall be deemed to be the amount equal to the lesser of (x) the
      aggregate principal amount of Multi-Currency Loans outstanding on the last
      day of the calculation period and (y) the average daily principal amount
      of Multi-Currency Loans outstanding during the calculation period;

            "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
      Uniform Commercial Code (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));


<PAGE>
                                                                              22

            "Loan" shall mean a Term Loan, a Revolving Credit Loan, a Swing Line
      Loan, a Local Loan or an Acceptance, as the context shall require;
      collectively, the "Loans";

            "Local Borrower" shall mean the Company or a Local Borrowing
      Subsidiary, as the context shall require; collectively, the "Local
      Borrowers";

            "Local Borrowing Subsidiary" shall mean each Subsidiary of the
      Company listed under the heading "Name of Borrower and Address for
      Notices" on Schedule III hereto (as such Schedule III may be or may be
      deemed to be amended, supplemented or otherwise modified from time to
      time) and each other Subsidiary of the Company which is designated as a
      "Local Borrowing Subsidiary" in accordance with the provisions of
      subsection 6.5; provided that, in each case in which there is more than
      one Subsidiary of the Company listed for any jurisdiction under the
      heading "Local Borrowing Subsidiaries," the term "Local Borrowing
      Subsidiary" shall be the collective reference to such Subsidiaries.

             "Local Borrowing Subsidiary Joinder Agreement" shall mean a Local
      Borrowing Subsidiary Joinder Agreement, substantially in the form of
      Exhibit R-1, executed and delivered by a duly authorized officer of each
      Subsidiary of the Company which has been designated as a "Local Borrowing
      Subsidiary" pursuant to subsection 6.5;

             "Local Court" shall have the meaning assigned to such term in
      subsection 14.16(a);

            "Local Fronting Lender" shall mean, with respect to a particular
      jurisdiction listed on Schedule III (as such Schedule III may be, or may
      be deemed to be, amended, supplemented or otherwise modified from time to
      time), the Multi-Currency Lender (acting in its capacity as a lender of
      Local Loans or as a creator of Acceptances) from time to time set forth
      opposite such jurisdiction thereon; provided, however, that each Local
      Fronting Lender shall be either (a) a Multi-Currency Lender on the date
      hereof or (b) an Eligible Assignee on the date of its appointment as a
      Local Fronting Lender;

            "Local Fronting Lender Joinder Agreement" shall mean a Local
      Fronting Lender Joinder Agreement, substantially in the form of Exhibit
      R-2;

            "Local Loan" and "Local Loans" shall have the meanings assigned to
      such terms in subsection 6.1; provided that the term "Local Loans" shall,
      to the extent utilized directly or indirectly in the Security Documents,
      be deemed to include any Acceptances outstanding under this Agreement;

            "Local Loan Participation Certificate" shall mean a certificate,
      substantially in the form of Exhibit L;

            "Local Outstandings" shall mean, at any date with respect to any
      Local Fronting Lender, the sum of (a) the aggregate principal amount then
      outstanding of the Local Loans made by such Local Fronting Lender in
      Dollars, (b) the Equivalent in Dollars of 105% of the aggregate principal
      amount then outstanding of the Local Loans made by


<PAGE>
                                                                              23

     such Local Fronting Lender in the relevant Denomination Currency and (c)
     the Equivalent in Dollars of 105% of the aggregate undiscounted face
     amount then outstanding of the Acceptances created by such Local Fronting
     Lender in the relevant Denomination Currency;

            "Local Rate" shall mean, with respect to:

                  (a) any Local Loan in a Denomination Currency, the rate of
            interest from time to time publicly announced by the relevant Local
            Fronting Lender as its base rate (or its equivalent thereof) for
            loans denominated in such Denomination Currency at the principal
            lending office of such Local Fronting Lender in the local
            jurisdiction for such Denomination Currency (or such other rate as
            may be mutually agreed between the relevant Borrower and such Local
            Fronting Lender as reflecting the Cost of Funds to such Local
            Fronting Lender for the Local Loans to which such rate is
            applicable); provided that, with respect to any Local Loans
            advanced by way of overdrafts, the "Local Rate" shall be the rate
            from time to time agreed upon between the relevant Local Borrower
            and the relevant Local Fronting Lender; and

                  (b) any Acceptance, the rate from time to time agreed upon
            between the relevant Local Borrower and the relevant Local Fronting
            Lender;

            "Local Rate Loan" shall mean each Local Loan hereunder at such time
      as it is made and/or being maintained at a rate of interest based upon the
      Local Rate for the relevant Denomination Currency; provided, however, that
      (other than any Local Loans made on the Closing Date) no Local Loan shall
      be made or maintained as a Local Rate Loan unless either (a) the Local
      Fronting Lender with respect thereto so agrees (in its sole discretion) or
      (b) the right of the relevant Borrower to obtain Eurocurrency Loans has
      been suspended pursuant to subsection 6.7, 7.9 or 7.10;

            "M&FG" shall mean MacAndrews & Forbes Group, Incorporated, a
      Delaware corporation;

            "M&FH" shall mean MacAndrews & Forbes Holdings Inc., a Delaware
      corporation;

            "Mafco" shall mean Mafco Holdings Inc., a Delaware corporation;

            "Mafco Consolidated Group" shall mean the "Affiliated Group" (within
      the meaning of Section 1504(a)(1) of the Code) of which Mafco is the
      common parent and any affiliated group that is a continuation thereof
      under Regulation Section 1.1502-75(d)(2) or (3);

            "Material Adverse Effect" shall mean a material adverse effect upon
      (i) the business, condition (financial or otherwise), operations,
      performance, properties or prospects of (A) Revlon or (B) the Company and
      its Subsidiaries taken as a whole or (ii) the ability of the Company and
      its Subsidiaries taken as a whole to perform the


<PAGE>
                                                                              24

      obligations of the Company under the Credit Documents or (iii) the rights
      and remedies available to any Agent, any Local Fronting Lender and/or the
      Syndicated Lenders under any Credit Document;

            "Maximum Sublimit" of any Local Fronting Lender shall mean the
      amount of Dollars set forth opposite the name of such Local Fronting
      Lender under the heading "Maximum Sublimit" on Schedule III (as said
      Schedule III may be or may be deemed to be, amended, supplemented or
      otherwise modified from time to time);

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

            "Mortgaged Properties" shall mean the real property and
      improvements encumbered by the Mortgages;

            "Mortgages" shall be the collective reference to the Oxford Mortgage
      and any fee mortgage or the deed of trust, as the case may be, to be made
      pursuant to subsection 10.15 by the fee owner of the Mortgaged Properties,
      in substantially the form of Exhibit H, as the same may be amended,
      supplemented or otherwise modified from time to time; individually, a
      "Mortgage";

            "Multi-Currency Commitment" of any Multi-Currency Lender at any date
      shall mean the obligation of such Multi-Currency Lender at such date to
      (a) make Revolving Credit Loans to the Company, (b) issue or participate
      in Letters of Credit issued on behalf of the Company (net of participating
      interests held by L/C Participants, in the case of Letters of Credit
      issued by such Multi-Currency Lender), (c) participate in Swing Line Loans
      made to the Company and (d) participate in Local Loans and Acceptances
      made to the Local Borrowers, in an aggregate principal and/or face amount
      at any one time outstanding not to exceed the amount set forth opposite
      such Multi-Currency Lender's name on Schedule II; collectively, as to all
      such Multi-Currency Lenders, the "Multi-Currency Commitments";

            "Multi-Currency Commitment Percentage" means, with respect to any
      Multi-Currency Lender at any date, the percentage which the Multi-Currency
      Commitment of such Multi-Currency Lender constitutes of the Aggregate
      Multi-Currency Commitment then in effect (or, if no Aggregate
      Multi-Currency Commitment is then in effect, the percentage which the
      portion of the Aggregate Outstanding Multi-Currency Extensions of Credit
      in which such Multi-Currency Lender then has an interest constitutes of
      the Aggregate Outstanding Multi-Currency Extensions of Credit then
      outstanding);

            "Multi-Currency Lender" means, at any date, each bank and other
      financial institution which holds a Multi-Currency Commitment;

            "Multi-Currency Loans" shall be the collective reference to the
      Revolving Credit Loans, the Swing Line Loans and the Local Loans;


<PAGE>
                                                                              25

            "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 or actually currently 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 the Company or any of its Subsidiaries (other
            than any gains taxes which are required to be accrued on a Capital
            Gains Note);

                  (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); and

                  (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;

            "Net Proceeds Event" shall mean:

            (a) with respect to the Company and its Subsidiaries:

                  (i) the incurrence by the Company or any of its Subsidiaries
            of any Indebtedness for borrowed money (other than Indebtedness
            permitted pursuant to clauses (a), (b) and (d) through (r) of
            subsection 11.2); and

                  (ii) the sale, lease, transfer (by merger or otherwise) or
            other disposition (other than (X) in the ordinary course of
            business, (Y) the sales (or cash received) described in subsection
            11.6(i) and (Z) with respect to property, plant and equipment, in
            connection with the purchase, construction or other acquisition, not
            more than 90 days prior to or (to the extent that the Company
            deposits such amounts in a cash collateral account with the
            Administrative Agent pending such purchase, construction or other
            acquisition) after such sale, lease, transfer or other

<PAGE>
                                                                              26

            disposition, of property, plant or equipment of the same nature and
            having the same use) by the Company or any of its Subsidiaries of
            any interest in any real or personal, tangible or intangible,
            property (including, without limitation, the capital stock or other
            equity interests of (1) the Company or such Subsidiary by way of
            Equity Offering or otherwise or (2) any other Person) of the Company
            or such Subsidiary to any Person (other than the Company or any of
            its Subsidiaries or any Permitted Joint Venture pursuant to
            subsection 11.6); and

            (b) with respect to any other Person, any Equity Offering;

            "Non-Core Asset Sales" shall mean the sale of the assets by the
      Borrower or any of its Subsidiaries described on Schedule XV, subject to
      the limitations set forth therein;

            "Non-Funding Lender" shall have the meaning assigned to such term
       in subsection 7.16(c);

            "Non-Voting Stock" shall have the meaning assigned to such term
      in subsection 10.11(b);

            "Note" shall mean any Term Loan Note, any Revolving Credit Note or
      the Swing Line Note, as the context may require; collectively, the
      "Notes";

            "Notice of an Actionable Event" shall have the meaning assigned to
      such term in the Collateral Agency Agreement;

            "Oxford Mortgage" shall mean the mortgage on the real property and
      improvements thereon, and related equipment, owned by the Company which
      are located in Oxford, North Carolina;

            "Parent" shall have the meaning assigned to such term in
      subsection 10.8;

            "Participants" shall have the meaning assigned to such term in
      subsection 14.7(b);

            "Patent" shall, as to the Company or any Domestic Subsidiary, have
      the meaning assigned to such term in the Company Patent Security Agreement
      referred to in clause (a) of the definition of "Company IP Security
      Agreements" or the Subsidiary Patent Security Agreement referred to in
      clause (a) of the definition "Subsidiary IP Security Agreements", as the
      case may be;

            "Payment Obligations" shall mean the unpaid principal of and
      interest on (including interest accruing after the maturity of the Loans
      and L/C Reimbursement Obligations and interest accruing after the filing
      of any petition in bankruptcy, or the commencement of any insolvency,
      reorganization or like proceeding, relating to 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 to any Lender, whether direct or
      indirect, absolute or contingent, due or to become due, or now existing or
      hereafter incurred, which may arise under, out of, or in connection with,
      this Agreement, any other Credit Document, the Letters of


<PAGE>
                                                                              27

      Credit, or any other document made, delivered or given in connection
      herewith or therewith, 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 or to any Lender that are required to be paid by the Company
      pursuant hereto) or otherwise.

            "Payment Sharing Notice" shall mean a written notice from any
      Borrower or any Lender informing the Administrative Agent that an Event of
      Default has occurred and is continuing and directing the Administrative
      Agent to allocate payments thereafter received from the Borrowers in
      accordance with the provisions of subsection 7.16;

            "PBGC" shall mean the Pension Benefit Guaranty Corporation
      established pursuant to Subtitle A of Title IV of ERISA;

            "Permitted Intercompany Transfers" shall mean any

                  (i) merger or consolidation of any Subsidiary of the Company
            with or into the Company;

                  (ii) merger or consolidation of any Subsidiary of the Company
            with or into any one or more wholly-owned Subsidiaries of the
            Company (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 subsection 11.5, is a wholly-owned Subsidiary of the Company);

                  (iii) any liquidation and distribution by any Subsidiary of
            the Company of its assets to the Company or to any one or more
            wholly-owned Subsidiaries of the Company (or to any Person which,
            after giving effect to such liquidation and distribution and to any
            other concurrent liquidation and distribution involving the Company
            or any of its Subsidiaries that is permitted under subsection 11.5,
            is a wholly-owned Subsidiary of the Company);

                  (iv) 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 wholly-owned Subsidiary of the Company;

                  (v) 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 to
            the Company or to any one or more wholly-owned Subsidiaries of the
            Company; or

                  (vi) 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 Subsidiaries or the
            merger or consolidation or liquidation with or into the


<PAGE>
                                                                              28

            Company or any of its Subsidiaries of any Subsidiary of the Company
            listed on Schedule IV as being scheduled for dissolution;

      provided, however, that, after giving effect to any such Permitted
      Intercompany Transfer, the Administrative Agent shall maintain a security
      interest in any property so transferred in which it had a security
      interest 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 who is not directly or indirectly controlled by
      Ronald O. Perelman, on the other hand, the primary business of which joint
      venture is the development, manufacture, distribution and/or sale
      (including marketing and advertising) of products relating to the beauty,
      skin care, fragrance, personal care and/or glass decorating businesses or
      otherwise derived from the proprietary intellectual property of the
      Company and its Subsidiaries (or of holding properties incidental to such
      businesses);

            "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 Agreements" shall be the collective reference to (a) the
      Revlon Pledge Agreement, (b) the Company Pledge Agreements, (c) the
      Subsidiary Pledge Agreements, (d) each agreement listed on Part E of
      Schedule V as having been executed and delivered by the Company or a
      Subsidiary of the Company and (e) each Pledge and Security Agreement
      delivered pursuant to subsection 10.11(b), as each of the same has been
      (in the case of clauses (b), (c) and (d)) and further may be amended,
      supplemented or otherwise modified from time to time; individually, a
      "Pledge Agreement";

            "Pledged Stock" shall have the meaning assigned to such term (or any
      analogous term) in the Pledge Agreements;

            "Pledged Subsidiaries" shall mean the Directly Pledged
      Subsidiaries and the Subsidiaries of the Directly Pledged Subsidiaries;

            "Pledgors" shall be the collective reference to the pledgors
     parties to the Pledge Agreements; individually, a "Pledgor";

<PAGE>
                                                                              29

            "Potential Withdrawal Liability" shall have the meaning assigned
      to such term in subsection 8.8;

            "Prime Rate" shall mean the rate of interest from time to time
      announced by JPMorgan Chase Bank at its principal office, presently
      located at 270 Park Avenue, New York, New York 10017, as its prime rate
      for loans in Dollars (the Prime Rate not being intended to be the lowest
      rate of interest charged by JPMorgan Chase Bank in connection with
      extensions of credit to debtors);

            "Purchasing Lenders" shall have the meaning assigned to such term
      in subsection 14.7(c)(ii);

            "QFL Term Loan Note" shall have the meaning assigned to such term in
      subsection 14.11(a);

             "Qualified Foreign Lender" shall have the meaning assigned to
      such term in subsection 7.13(b)(y);

            "Refunded Swing Line Loans" shall have the meaning assigned to such
      term in subsection 4.1(c);

            "Register" shall have the meaning assigned to such term in
      subsection 14.7(d);

            "Related Fund" shall mean, with respect to any Lender that is a fund
      which invests in loans, any other fund that invests in loans and is
      managed by the same investment advisor as such Lender or by an Affiliate
      of such investment advisor.

            "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;

            "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. ss. 4043;

            "Required Lenders" at any date shall mean the holders (including, in
      any event, the Agents) of at least a majority of the Aggregate Commitment
      (excluding any portions thereof held by any Non-Funding Lender); provided
      that, for purposes of determining the "Required Lenders," Swing Line Loans
      shall be deemed to be held ratably by the Multi-Currency Lenders and not
      by the Swing Line Lender;

            "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;


<PAGE>
                                                                              30

            "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; provided
      that, within 180 days following the consummation of such Investment, 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;

            "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 or Controller of the
      relevant Person;

            "Restricted Payment" shall mean (a) any payment by the Company of a
      dividend (other than a dividend payable solely in common stock of the
      Company) 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 shares of any class of stock 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 loan or
      advance, or the making of any other investment, by the Company or any of
      its Subsidiaries to or in any Affiliate of the Company, (c) the payment by
      the Company or any of its Subsidiaries of any management or administrative
      fee (including, without limitation, any management consulting and
      financial services fees) to any Affiliate of the Company or of any salary,
      bonus or other form of compensation (other than in the ordinary course of
      business) to any Person who is a significant stockholder or principal
      officer of any Affiliate of the Company, (d) any payment by the Company or
      any of its Subsidiaries to any Affiliate of the Company pursuant to the
      Company Tax Sharing Agreement or any similar agreement or (e) 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 Subordinated
      Intercompany Note, any Capital Gains Note or any Capital Contribution
      Note; provided that any amounts paid from time to time to Revlon 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(r);

            "REV Holdings" shall mean REV Holdings, Inc., a Delaware
      corporation;

            "Revlon" shall mean Revlon, Inc., a Delaware corporation and the
      immediate Parent of the Company;

            "Revlon Guarantee" shall mean the Second Amended and Restated
      Guarantee, substantially in the form of Exhibit E-1, to be executed and
      delivered by Revlon in favor of the Administrative Agent (as defined in
      the Collateral Agency Agreement), for the benefit of the holders of the
      Bank Obligations, as the same may be amended, supplemented or otherwise
      modified from time to time;

            "Revlon Holdings" shall mean Revlon Holdings Inc., a Delaware
      corporation;


<PAGE>
                                                                              31

            "Revlon Pledge Agreement" shall mean the Second Amended and Restated
      Pledge and Security Agreement, substantially in the form of Exhibit E-2,
      to be executed and delivered by Revlon in favor of the Administrative
      Agent (as defined in the Collateral Agency Agreement), for the benefit of
      the holders of the Bank Obligations, as the same may be amended,
      supplemented or otherwise modified from time to time;

            "Revolving Credit Loan" and "Revolving Credit Loans" shall have the
      meanings assigned to such terms in subsection 3.1;

            "Revolving Credit Note" shall have the meaning assigned to such
      term in subsection 3.2(c);

            "RGI" shall mean Revlon Group Incorporated, a Delaware
      corporation;

            "RIC" shall mean Revlon International Corporation, a Delaware
      corporation;

            "ROP" shall have the meaning assigned to such term in Section
      12(h);

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

            "Security Agreements" shall be the collective reference to (a) the
      Company Security Agreement, (b) the Subsidiary Security Agreements and (c)
      each Security Agreement delivered pursuant to subsection 10.12, as each of
      the same may be amended, supplemented or otherwise modified from time to
      time; individually, a "Security Agreement";

            "Security Documents" shall mean the Collateral Agency Agreement, the
      Guarantees, the Pledge Agreements, the Security Agreements, the
      Intellectual Property Security Agreements, the Mortgages (and, in each
      case, all consents and confirmations thereto) and all other security
      documents hereafter delivered to the Administrative Agent granting a
      security interest in any asset or assets of any Person to secure the
      Payment Obligations of any Borrower hereunder, under the Notes and/or
      under any Draft and any other Bank Obligations, or to secure any guarantee
      of any such Payment Obligations and other Bank Obligations;

            "Senior Secured Notes" shall mean the notes, in an aggregate
      principal amount not to exceed $363,000,000, issued by the Company
      pursuant to the Senior Secured Notes Indenture, as each of said Senior
      Secured Notes and said Senior Secured Notes Indenture may be amended,
      supplemented or otherwise modified from time to time to the extent
      permitted by subsection 11.9;

            "Senior Secured Notes Indenture" shall mean the Indenture, dated as
      of November 26, 2001 between the Company and Wilmington Trust Company,
      relating to the 12% Senior Secured Notes due 2005 and the 12% Senior
      Secured Exchange Notes due 2005 of the Company, as the same may be
      amended, supplemented or otherwise modified from time to time to the
      extent permitted by subsection 11.9;
<PAGE>
                                                                              32

            "Senior Subordinated Notes Indenture" shall mean the Indenture,
      dated as of February 1, 1998, between the Company and U.S. Bank Trust
      National Association (formerly known as First Trust National Association),
      relating to the 8-5/8% Senior Subordinated Notes due 2008 and the 8-5/8%
      Senior Subordinated Exchange Notes due 2008 of the Company, as the same
      may be amended, supplemented or otherwise modified from time to time to
      the extent permitted by subsection 11.9;

            "Significant Trademark" shall mean each Trademark of the Company and
      its Domestic Subsidiaries on the Closing Date 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 obtaining 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 Default" shall mean any Default by the Company and its
      Subsidiaries in the observance or performance of any covenant or agreement
      contained in subsection 10.10, 10.11, 10.12, 10.13 or 10.14;

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

            "Stand-Alone ERISA Amount" shall mean the amount (not to exceed
      $60,000,000) equal to (a) the sum of the Unfunded Pension Amount and the
      Potential Withdrawal Liability of Revlon and its Subsidiaries on the date
      upon which Revlon ceases to be under common control with M&FH within the
      meaning of Section 4001 of ERISA or ceases to be part of a group which
      includes M&FH and which is treated as a single employer under Section 414
      of the Code plus (b) 25% of such amount;

            "Standby Letter of Credit" shall have the meaning assigned to
      such term in subsection 5.1;

            "Subordinated Intercompany Notes" shall mean the promissory notes
      made by the Company in favor of Revlon Holdings in an aggregate principal
      amount not to exceed $30,410,000, in the form of Exhibit Q-2, as the same
      may be amended, supplemented or otherwise modified from time to time in
      accordance with the terms hereof;

            "Subordinated Notes" shall mean the notes in an aggregate principal
      amount not to exceed $650,000,000, issued by the Company pursuant to the
      Senior Subordinated Notes Indenture, as each of said Subordinated Notes
      and said Indenture may be amended, supplemented or otherwise modified from
      time to time to the extent permitted by subsection 11.9.


<PAGE>
                                                                              33

            "Subsidiaries Guarantee" shall be the collective reference to (a)
      the Amended and Restated Guarantee, dated as of May 30, 1997, made by
      certain Subsidiaries of the Company in favor of the Administrative Agent
      (as defined in the Collateral Agency Agreement), for the benefit of the
      holders of the Bank Obligations, (b) each guarantee listed on Part F of
      Schedule V as having been executed and delivered by a Subsidiary of the
      Company and (c) each other guarantee from time to time executed and
      delivered (including, without limitation, pursuant to subsection 10.10) by
      any Subsidiary of the Company to the Administrative Agent (as defined in
      the Collateral Agency Agreement), for the benefit of the holders of the
      Bank Obligations, as each of the same has been (in the case of clauses (a)
      and (b)) and further may be amended, supplemented or otherwise modified
      from time to time;

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

            "Subsidiary IP Security Agreements" shall be the collective
      reference to (a) the Subsidiary Trademark Security Agreements, as executed
      and delivered by each of Charles Revson, Inc. and Prestige Fragrances,
      Ltd. on February 28, 1995 and as each of the same has been and further may
      be amended, supplemented or otherwise modified from time to time, (b) the
      Amended and Restated Trademark Security Agreement, as executed and
      delivered by Charles of the Ritz on November 29, 2001 and (c) each other
      security agreement or other comparable document filed with either the
      United States Patent and Trademark Office or the United States Copyright
      Office to evidence a security interest granted by any Subsidiary of the
      Company as collateral security for any obligations owing hereunder, as
      each of the same has been (in the case of clauses (a) and (b)) and further
      may be amended, supplemented or otherwise modified from time to time;

            "Subsidiary Pledge Agreement (Domestic)" shall be the collective
      reference to (a) the Amended and Restated Pledge and Security Agreement
      (Domestic), dated as of May 30, 1997, made by certain Domestic
      Subsidiaries of the Company in favor of the Administrative Agent (as
      defined in the Collateral Agency Agreement), for the benefit of the
      holders of the Bank Obligations, (b) each Pledge Agreement and analogous
      document listed on Part C of Schedule V as having been executed and
      delivered by a Subsidiary of the Company and (c) each other pledge
      agreement from time to time executed and delivered (including, without
      limitation, pursuant to subsection 10.11) by any Subsidiary of the Company
      to the Administrative Agent or any Local Fronting Lender, substantially in
      the form of Exhibit G-2 (after giving effect to the applicable
      modifications described in


<PAGE>
                                                                              34

      the Consent and Confirmation), as each of the same has been (in the case
      of clauses (a) and (b)) and further may be amended, supplemented or
      otherwise modified from time to time;

            "Subsidiary Pledge Agreement (International)" shall be the
      collective reference to (a) the Amended and Restated Subsidiary Pledge
      Agreement (International), dated as of May 30, 1997, made by certain
      Domestic Subsidiaries of the Company in favor of the Administrative Agent
      (as defined in the Collateral Agency Agreement), for the benefit of the
      holders of the Bank Obligations, (b) each Pledge and Security Agreement
      listed on Part D of Schedule V as having been executed and delivered by a
      Subsidiary of the Company and (c) each Pledge and Security Agreement,
      substantially in the form of Exhibit G-3 (after giving effect to the
      applicable modifications described in the Consent and Confirmation), to be
      executed and delivered (including, without limitation, pursuant to
      subsection 10.11(c)) by each Domestic Subsidiary of the Company which has
      as a direct Subsidiary any Foreign Subsidiary, as the same has been (in
      the case of clauses (a) and (b)) and further may be amended, supplemented
      or otherwise modified from time to time;

            "Subsidiary Pledge Agreements" shall be the collective reference
      to each Subsidiary Pledge Agreement (Domestic) and each Subsidiary
      Pledge Agreement (International);

            "Subsidiary Security Agreements" shall be the collective reference
      to (a) the Amended and Restated Subsidiary Security Agreement, dated as of
      May 30, 1997, made by certain Domestic Subsidiaries of the Company in
      favor of the Administrative Agent (as defined in the Collateral Agency
      Agreement), for the benefit of the holders of the Bank Obligations, (b)
      each Security Agreement listed on Schedule VI as having been executed and
      delivered by a Subsidiary of the Company, (c) the Security Agreements, to
      be executed and delivered (including, without limitation, pursuant to
      subsection 10.12) by the Domestic Subsidiaries of the Company,
      substantially in the form of Exhibit G-4 (after giving effect to the
      applicable modifications described in the Consent and Confirmation), and
      (d) each security agreement to be executed and delivered by certain
      Foreign Subsidiaries of the Company pursuant to subsection 10.12(b), as
      the same has been (in the case of clauses (a) and (b)) and further may be
      amended, supplemented or otherwise modified from time to time; each, a
      "Subsidiary Security Agreement";

            "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 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 year following the date of such contribution;

            "Swing Line Commitment" of the Swing Line Lender at any date shall
      mean the obligation of the Swing Line Lender to make Swing Line Loans
      pursuant to subsection 4.1 in the amount referred to therein;

<PAGE>
                                                                              35

            "Swing Line Lender" shall mean JPMorgan Chase Bank;

            "Swing Line Loan Participation Certificate" shall mean a
      certificate, substantially in the form of Exhibit K;

            "Swing Line Loans" shall have the meaning assigned to such term
      in subsection 4.1(a);

            "Swing Line Note" shall have the meaning assigned to such term in
      subsection 4.1(b);

            "Syndicated Lender" shall mean each Lender, other than the Local
      Fronting Lenders (acting in their respective capacities as such);
      collectively, the "Syndicated Lenders";

            "Syndicated Loan" shall mean a Term Loan, a Revolving Credit Loan or
      a Swing Line Loan, as the context shall require; collectively, the
      "Syndicated Loans";

            "Syndication Agent" shall have the meaning assigned to such term
      in the preamble hereto;

            "Synthetic Purchase Agreement" shall mean any agreement pursuant to
      which the Company or any of its Subsidiaries is or may become obligated to
      make (a) any payment in connection with the purchase by any third party
      from a Person other than the Company or any of its Subsidiaries of any
      capital stock of the Company or any of its Subsidiaries or any
      Indebtedness referred to in subsection 11.9 (other than in connection with
      any such payment which the Company or any of its Subsidiaries would be
      permitted to make pursuant to subsection 11.7 or 11.9, as applicable) or
      (b) any payment (except as otherwise expressly permitted by subsection
      11.7 or 11.9) the amount of which is determined by reference to the price
      or value at any time of any such capital stock or Indebtedness; provided,
      that no phantom stock or similar plan providing for payments only to
      current or former directors, officers or employees of the Company or any
      of its Subsidiaries (or to their heirs or estates) shall be deemed to be a
      Synthetic Purchase Agreement;

            "Target Operating Day" shall mean any date that is not (a) a
      Saturday or Sunday, (b) Christmas Day or New Year's Day or (c) any other
      day on which the Trans-European Real-time Gross Settlement Operating
      System (or any successor settlement system) is not operating (as
      determined by the Administrative Agent);

            "Taxable Lender" shall have the meaning assigned to such term in
      subsection 7.13(d);

            "Taxes" shall have the meaning assigned to such term in
      subsection 7.13(a);

            "Term Loan" and "Term Loans" shall have the meanings assigned to
      such terms in subsection 2.1;

<PAGE>
                                                                              36

            "Term Loan Commitment" of any Term Loan Lender shall mean the
      obligation of such Term Loan Lender to make Term Loans to the Company on
      the Closing Date, in an aggregate principal amount not to exceed the
      amount set forth opposite such Term Loan Lender's name on Schedule II;
      collectively, as to all such Term Loan Lenders, the "Term Loan
      Commitments";

            "Term Loan Commitment Percentage" shall mean, at any date with
      respect to each Term Loan Lender, the percentage which the Term Loan
      Commitment of such Term Loan Lender constitutes of the Aggregate Term Loan
      Commitment then in effect (or, if no Aggregate Term Loan Commitment is
      then in effect, the percentage which the aggregate outstanding principal
      amount of Term Loans of such Term Loan Lender constitutes of the aggregate
      principal amount of all Term Loans then outstanding);

            "Term Loan Lender" shall mean each bank or other financial
      institution from time to time party hereto which holds a Term Loan
      Commitment or a Term Loan; collectively, the "Term Loan Lenders";

            "Term Loan Note" shall have the meaning assigned to such term in
      subsection 2.2(c);

            "Termination Date" shall mean the date (which shall be a Business
      Day) which is three and one-half years from the Closing Date;

            "Trademark" shall, as to the Company or any Domestic Subsidiary,
      have the meaning assigned to such term in the Company Trademark Security
      Agreement referred to in clause (b) of the definition of "Company IP
      Security Agreements" or the Subsidiary Trademark Security Agreement
      referred to in clause (a) of the definition of "Subsidiary IP Security
      Agreements", as the case may be;

            "Tranche" shall be the collective reference to Eurodollar Loans or
      Eurocurrency 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 or Eurocurrency Loans, as the case may be, shall
      originally have been made on the same day);

            "Transferee" shall have the meaning assigned to such term in
      subsection 14.7(f);

            "Undrawn L/C Obligations" shall mean the portion, if any, of the
      Payment Obligations constituting the contingent obligation of the Company
      to reimburse each Issuing Lender in respect of the then undrawn and
      unexpired portions of the Letters of Credit issued by such Issuing Lender
      pursuant to subsection 5.4;

            "Unfunded Pension Amount" shall have the meaning assigned to such
      term in subsection 8.8;

            "Uniform Customs" shall mean the Uniform Customs and Practice for
      Documentary Credits (1993 Revision), International Chamber of Commerce
      Publication


<PAGE>
                                                                              37

      No. 500 or International Standard Practices ISP 98 (1998), International
      Chamber of Commerce Publication No. 590, as appropriate, in either case,
      as the same may be amended from time to time;

            "Unpledged International Property" shall mean (a) the portion (if
      any) of the capital stock of each first-tier Foreign Subsidiary of the
      Company which is not pledged to the Administrative Agent pursuant to a
      Pledge Agreement, (b) any patents, trademarks and copyrights of the
      Foreign Subsidiaries of the Company and (c) any patents, trademarks and
      copyrights of the Company and its Subsidiaries which are registered
      outside of the United States of America;

            "Voting Stock" shall have the meaning assigned to such term in
      subsection 10.11(b);

            "Work" shall mean any work which is or may be subject to copyright
      protection pursuant to Title 17 of the United States Code;

            "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; provided, that when such term is used for the purpose of
      determining the date on which the Eurocurrency Base Rate is determined for
      any loan denominated in euro for any Interest Period therefor and for
      purposes of determining the first and last day of any such Interest
      Period, references to Working Days shall be deemed to be references to
      Target Operating Days;

            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 Credit 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 Credit Documents and in any certificate or other document made or
delivered pursuant hereto or thereto, accounting terms not defined in subsection
1.1, and accounting terms partly defined in subsection 1.1 to the extent not
defined, shall have the respective meanings given 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.

            (c) The words "hereof," "herein" and "hereunder" and words of
similar import when used in this Agreement, the Notes, any Security Documents or
any other Credit Document shall refer to this Agreement, such Note, such
Security Document or such other Credit 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 Credit Document, as the case may be; and Section,
subsection, Schedule and Exhibit references contained in this Agreement are
references to Sections, subsections, Schedules and Exhibits in or to this
Agreement, unless otherwise specified.

<PAGE>
                                                                              38

      SECTION 2.  AMOUNTS AND TERMS OF TERM LOAN COMMITMENT

            2.1. Term Loan Commitments. Subject to the terms and conditions of
this Agreement, each Term Loan Lender severally agrees to make a term loan in
Dollars (individually, an "Term Loan"; collectively, the "Term Loans") to the
Company on the Closing Date in an aggregate principal amount equal to such Term
Loan Lender's Term Loan Commitment as of such date. 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 subsections 2.3 and 7.8; provided that
the Term Loans shall initially be made as Alternate Base Rate Loans. Amounts
borrowed under this subsection 2.1 and repaid or prepaid may not be reborrowed.

            2.2. Obligations of the Company. (a) The Company agrees that each
Term Loan made by each Term Loan Lender pursuant hereto shall constitute the
promise and obligation of the Company to pay to the Administrative Agent, for
the benefit of such Term Loan Lender, at the office of the Administrative Agent
located at 270 Park Avenue, New York, New York 10017, 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 Term Loan Lender pursuant to
subsection 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
Termination Date.

            (b) The Company agrees that each Term Loan Lender is authorized to
record (i) the date and amount of the Term Loan made by such Term Loan Lender
pursuant to subsection 2.1, (ii) the date of each interest rate conversion
pursuant to subsection 7.8 and the principal amount subject thereto, (iii) the
date and amount of each payment or prepayment of principal of 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 Term Loan Lender and in such manner as is
reasonable and customary for such Term Loan Lender and a certificate of an
officer of such Term Loan Lender, setting forth in reasonable detail the
information so recorded, shall constitute prima facie evidence of the accuracy
of the information so recorded; provided 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 Term Loan Lender at any time, the Term Loan of such Term Loan
Lender shall be evidenced by a promissory note of the Company, substantially in
the form of Exhibit A with appropriate insertions as to date and principal
amount (an "Term Loan Note"), payable to the order of such Term Loan Lender and
representing the obligation of the Company to pay a principal amount equal to
the amount of the Term Loan Commitment of such Term Loan Lender or, if less, the
aggregate unpaid principal amount of the Term Loan made by such Term Loan
Lender, with interest on the unpaid principal amount thereof from time to time
outstanding under such Term Loan Note as prescribed in subsection 7.6. Upon the
request to the Administrative Agent by any Term Loan Lender at any time, the
Company shall execute and deliver to such Term Loan Lender two Term Loan Notes,
one of which shall evidence the Eurodollar Loans of such Term Loan Lender, and
the other of which shall evidence the Alternate Base Rate Loans of such Term
Loan Lender.

<PAGE>
                                                                              39

            2.3. Procedure for Borrowing Term Loans. (a) The Company may request
a borrowing under the Term Loan Commitments on the Closing Date (which date
shall be a Business Day) by giving irrevocable notice to the Administrative
Agent at least one Business Day prior thereto, which notice shall specify (i)
the aggregate principal amount to be borrowed and (ii) the requested borrowing
date. Upon receipt of any such notice, the Administrative Agent will promptly
notify each Term Loan Lender thereof. Each Term Loan Lender will make available
to the Administrative Agent in immediately available funds at the office of the
Administrative Agent specified in subsection 14.3 (or at such other location as
the Administrative Agent may direct), by 1:00 P.M., New York City time, on the
Closing Date, the amount (if any) which is necessary such that the sum of the
amount so made available on the Closing Date is equal to such Term Loan Lender's
Term Loan Commitment. The proceeds of the Term Loans received by the
Administrative Agent hereunder on the Closing 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 Term Loan Lenders and in
like funds as received by the Administrative Agent.

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

            2.4. Amortization of Term Loans. (a) On November 30 of each year
(commencing with November 30, 2002,) the Company shall repay $1,250,000 in
aggregate principal amount of the Term Loans.

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

            2.5. Use of Proceeds of Term Loans. The proceeds of the Term Loans
hereunder shall be used by the Company for the purpose of refinancing certain
outstanding Indebtedness of the Company and its Subsidiaries under the Existing
Agreement and for general corporate purposes.



      SECTION 3. AMOUNT AND TERMS OF REVOLVING CREDIT SUB-FACILITY

            3.1. Revolving Credit Commitments. (a) Subject to the terms and
conditions of this Agreement, each Multi-Currency Lender severally agrees to
make loans in Dollars to the Company (individually, a "Revolving Credit Loan";
collectively, the "Revolving Credit Loans") under the Aggregate Multi-Currency
Commitment from time to time during the Commitment Period in an aggregate
principal amount at any one time outstanding not to exceed such Multi-Currency
Lender's Multi-Currency Commitment Percentage of the amount equal to the
Aggregate Multi-Currency Commitment; provided that at no time (after giving
effect to the making of such Revolving Credit Loans and the use of the proceeds
thereof) may (i) the sum of

<PAGE>
                                                                              40

the Aggregate Outstanding Multi-Currency Extensions of Credit exceed the
Aggregate Multi-Currency Commitment or (ii) the Available Multi-Currency
Commitment be less than zero. During the Commitment Period, the Company may use
the Aggregate Multi-Currency Commitment by borrowing Revolving Credit Loans,
repaying the Revolving Credit Loans in whole or in part and reborrowing, all in
accordance with the terms and conditions hereof.

         3.2. Obligations of Company. (a) The Company hereby agrees that each
Revolving Credit Loan made by each Multi-Currency Lender to the Company pursuant
hereto shall constitute the promise and obligation of the Company to pay to such
Multi-Currency Lender, at the office of the Administrative Agent listed in
subsection 14.3, in Dollars and in immediately available funds, the aggregate
unpaid principal amount of all Revolving Credit Loans made by such
Multi-Currency Lender pursuant to subsection 3.1, 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 Termination Date.

         (b) The Company hereby agrees that each Multi-Currency Lender is
authorized to record (i) the date and amount of each Revolving Credit Loan made
by such Multi-Currency Lender pursuant to subsection 3.1, (ii) the date of each
interest rate conversion pursuant to subsection 7.8 which is applicable to such
Revolving Credit Loan and the principal amount subject thereto, (iii) the date
and amount of each payment or prepayment of principal of each Revolving Credit
Loan made by the Company to such Multi-Currency Lender and (iv) in the case of
each Revolving Credit Loan which bears interest at a rate based upon the
Eurodollar Rate, the interest rate and Interest Period, in the books and records
of such Multi-Currency Lender and in such manner as is reasonable and customary
for it and a certificate of an officer of such Multi-Currency Lender, setting
forth in reasonable detail the information so recorded, shall constitute prima
facie evidence of the accuracy of the information so recorded; provided 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 Multi-Currency Lender at any time, the Revolving Credit Loans of
such Multi-Currency Lender shall be evidenced by a promissory note of the
Company, substantially in the form of Exhibit B with appropriate insertions as
to date and principal amount (a "Revolving Credit Note"), payable to the order
of such Multi-Currency Lender and representing the obligation of the Company to
pay a principal amount equal to the amount of the Aggregate Multi-Currency
Commitment of such Multi-Currency Lender or, if less, the aggregate unpaid
principal amounts of the Revolving Credit Loans made by such Multi-Currency
Lender, with interest on the unpaid principal amount thereof from time to time
outstanding under such Revolving Credit Note as prescribed in subsection 7.6.
Upon the request to the Administrative Agent by any Multi-Currency Lender at any
time, the Company shall execute and deliver to such Multi-Currency Lender two
Revolving Credit Notes, one of which shall evidence the Eurodollar Loans of such
Multi-Currency Lender, and the other of which shall evidence the Alternate Base
Rate Loans of such Multi-Currency Lender.

         3.3. Procedure for Borrowing Revolving Credit Loans. (a) The Company
may request a borrowing of Revolving Credit Loans during the Commitment Period
on any Working Day, if the Revolving Credit Loans to be borrowed are Eurodollar
Loans, or on any Business

<PAGE>
                                                                              41

Day, if the Revolving Credit Loans to be borrowed are Alternate Base Rate Loans,
by giving irrevocable notice to the Administrative Agent, specifying (i) the
aggregate principal amount to be borrowed, (ii) the requested borrowing date,
(iii) whether the Revolving Credit Loans to be borrowed are to be Eurodollar
Loans or Alternate Base Rate Loans or a combination thereof and, if a
combination, the respective aggregate amount of each type of borrowing and (iv)
if the Revolving Credit Loans to be borrowed are Eurodollar Loans, the length of
the Interest Period or Interest Periods applicable thereto; provided that any
Revolving Credit Loans to be made to the Company on the Closing Date shall be
made as Alternate Base Rate Loans. Any such notice of borrowing must be received
by the Administrative Agent prior to 11:00 A.M., New York City time, three
Working Days prior to the requested borrowing date, in the case of Eurodollar
Loans, and one Business Day prior to the requested borrowing date, in the case
of Alternate Base Rate Loans. Each borrowing of Revolving Credit Loans shall,
subject to subsection 7.8(g), be in an aggregate principal amount equal to (x)
$10,000,000 or a whole multiple of $1,000,000 in excess thereof (in the case of
Eurodollar Loans) or (y) the lesser of $5,000,000 (or, if less, the maximum
amount which is then available to the Company pursuant to subsection 3.1(a)) or
a whole multiple of $1,000,000 in excess thereof (in the case of Alternate Base
Rate Loans). Upon receipt of any such notice, the Administrative Agent will
promptly notify each Multi-Currency Lender thereof. Each Multi-Currency Lender
will make available to the Administrative Agent at the office of the
Administrative Agent specified in subsection 14.3 (or at such other location as
the Administrative Agent may direct), by 1:00 P.M., New York City time, on the
requested borrowing date, an amount equal to the Multi-Currency Commitment
Percentage of such Multi-Currency Lender times the aggregate principal amount of
the Revolving Credit Loans requested to be borrowed in Dollars, in funds
immediately available to the Administrative Agent. The proceeds of such
Revolving Credit Loans received by the Administrative Agent hereunder 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
Multi-Currency Lenders and in like funds as received by the Administrative
Agent.

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

         3.4. Use of Proceeds of Revolving Credit Loans. The proceeds of the
Revolving Credit Loans hereunder shall be used for the purpose of refinancing
certain outstanding Indebtedness of the Company and its Subsidiaries under the
Existing Agreement and for general corporate purposes.



         SECTION 4. AMOUNT AND TERMS OF SWING LINE SUB-FACILITY

         4.1. Swing Line Commitments. (a) Subject to the terms and conditions
hereof, the Swing Line Lender agrees to make swing line loans (individually, a
"Swing Line Loan"; collectively, the "Swing Line

<PAGE>
                                                                              42

Loans") to the Company in Dollars under the Aggregate Multi-Currency Commitment
from time to time during the Commitment Period in an aggregate principal amount
at any one time outstanding not to exceed $30,000,000, provided that at no time
(after giving effect to the making of such Swing Line Loan and the use of the
proceeds thereof) may (i) the sum of the Aggregate Outstanding Multi-Currency
Extensions of Credit exceed the Aggregate Multi-Currency Commitment or (ii) the
Available Multi-Currency Commitment be less than zero. Amounts borrowed by the
Company under this subsection 4.1 may be repaid and, up to but excluding the
last day of the Commitment Period, reborrowed. All Swing Line Loans shall be
made as Alternate Base Rate Loans and shall not be entitled to be converted into
Eurodollar Loans. The Company shall give the Swing Line Lender irrevocable
notice (which notice must be received by the Swing Line Lender prior to 11:00
A.M., New York City time) on the requested borrowing date specifying the amount
of each requested Swing Line Loan, which shall be in a minimum amount of
$500,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each
Swing Line Loan will be made available by the Swing Line Lender to the Company
by crediting the account of the Company designated to the Swing Line Lender with
such proceeds.

         (b) The Swing Line Loans shall be evidenced by a promissory note of the
Company substantially in the form of Exhibit C, with appropriate insertions (the
"Swing Line Note"), payable to the order of the Swing Line Lender and
representing the obligation of the Company to pay the aggregate unpaid principal
amount of the Swing Line Loans, with interest thereon as prescribed in
subsection 7.6. The Swing Line Lender is hereby authorized to record the
borrowing date, the amount of each Swing Line Loan and the date and amount of
each payment or prepayment of principal thereof, on the schedule annexed to and
constituting a part of the Swing Line Note and, in the absence of manifest
error, any such recordation shall constitute prima facie evidence of the
accuracy of the information so recorded, provided that the failure of the Swing
Line Lender to make such recordation (or any error in such recordation) shall
not affect the Payment Obligations of the Company hereunder or under such Note.
The Swing Line Note shall (a) be dated the Closing Date, (b) be stated to mature
on the Termination Date and (c) bear interest for the period from the Closing
Date on the unpaid principal amount thereof from time to time outstanding at the
applicable interest rate per annum determined as provided in, and payable as
specified in, subsection 7.6.

         (c) The Swing Line Lender, at any time in its sole and absolute
discretion, may, and at any time as there shall be $25,000,000 in aggregate
principal amount of Swing Line Loans outstanding shall, on behalf of the Company
(which hereby irrevocably directs the Swing Line Lender to act on its behalf)
request each Multi-Currency Lender, including JPMorgan Chase Bank, to make a
Revolving Credit Loan in an amount equal to such Multi-Currency Lender's
Multi-Currency Commitment Percentage of the amount of the Swing Line Loans (the
"Refunded Swing Line Loans") outstanding on the date such notice is given.
Unless any of the events described in paragraph (l) of Section 12 shall have
occurred (in which event the procedures of paragraph (d) of this subsection 4.1
shall apply) each Multi-Currency Lender shall make the proceeds of its Revolving
Credit Loan available to the Swing Line Lender for its own account at the office
specified for JPMorgan Chase Bank in subsection 14.3 prior to 11:00 A.M. (New
York City time) in funds immediately available on the Business Day next
succeeding the date such

<PAGE>
                                                                              43

notice is given. The proceeds of such Revolving Credit Loans shall be
immediately applied to repay the Refunded Swing Line Loans.

         (d) If, prior to the making of a Revolving Credit Loan pursuant to
paragraph (c) of subsection 4.1, one of the events described in paragraph (l) of
Section 12 shall have occurred, each Multi-Currency Lender will, on the date
such Revolving Credit Loan was to have been made, purchase an undivided
participating interest in the Refunded Swing Line Loan in an amount equal to its
Multi-Currency Commitment Percentage of such Refunded Swing Line Loan. Each
Multi-Currency Lender will immediately transfer to the Swing Line Lender, in
immediately available funds, the amount of its participation and upon receipt
thereof the Swing Line Lender will deliver to such Multi-Currency Lender a Swing
Line Loan Participation Certificate dated the date of receipt of such funds and
in such amount.

         (e) Whenever, at any time after the Swing Line Lender has received from
any Multi-Currency Lender such Multi-Currency Lender's participating interest in
a Refunded Swing Line Loan pursuant to clause (d) above, the Swing Line Lender
receives any payment on account thereof, the Swing Line Lender will distribute
to such Multi-Currency Lender its participating interest in such amount
(appropriately adjusted, in the case of interest payments, to reflect the period
of time during which such Multi-Currency Lender's participating interest was
outstanding and funded) in like funds as received; provided, however, that in
the event that such payment received by the Swing Line Lender is required to be
returned, such Multi-Currency Lender will return to the Swing Line Lender any
portion thereof previously distributed by the Swing Line Lender to it in like
funds as such payment is required to be returned by the Swing Line Lender.

         (f) Notwithstanding the foregoing, no Multi-Currency Lender shall be
required to make such a Revolving Credit Loan to the Company for the purpose of
refunding a Swing Line Loan pursuant to clause (c) above or to purchase a
participating interest in a Swing Line Loan pursuant to clause (d) above if,
prior to the making by the Swing Line Lender of such Swing Line Loan, the Swing
Line Lender has received written notice from such Multi-Currency Lender
specifying that such Multi-Currency Lender believes in good faith that a Default
or Event of Default has occurred and is continuing, describing the nature of
such Default or Event of Default and stating that, as a result thereof, such
Multi-Currency Lender shall cease to make such Revolving Credit Loans or
purchase such participating interests, as the case may be; provided that the
obligation of such Multi-Currency Lender to make such Revolving Credit Loans and
to purchase such participating interests shall be reinstated upon the earlier to
occur of (i) the date upon which such Multi-Currency Lender notifies the Swing
Line Lender that its prior notice has been withdrawn and (ii) the date upon
which the Default or Event of Default specified in such notice no longer is
continuing (it being understood that, in the event that such Default or Event of
Default was not continuing at the time that the Swing Line Lender received such
notice, such Multi-Currency Lender shall be obligated to make its Revolving
Credit Loan or purchase its participating interest in such Swing Line Loan
promptly upon discovery that its good faith belief was erroneous).

         4.2. Participations. Each Multi-Currency Lender's obligation to
purchase participating interests pursuant to paragraph (d) of subsection 4.1
shall (except to the extent expressly set forth in subsection 4.1(f)) be
absolute and unconditional and shall not be affected by any circumstance,
including, without limitation, (a) any set-off, counterclaim, recoupment,

<PAGE>
                                                                              44

defense or other right which such Multi-Currency Lender may have against the
Swing Line Lender, the Company or any other Person for any reason whatsoever;
(b) the occurrence or continuance of an Event of Default; (c) any adverse change
in the condition (financial or otherwise) of the Company or any other Person;
(d) any breach of this Agreement by the Company or any other Multi-Currency
Lender; or (e) any other circumstance, happening or event whatsoever, whether or
not similar to any of the foregoing.

         4.3. Use of Proceeds of Swing Line Loans. The proceeds of the Swing
Line Loans hereunder shall be used by the Company for any purpose for which the
proceeds of Revolving Credit Loans may be used.



SECTION 5.          AMOUNT AND TERMS OF LETTER OF CREDIT SUB-FACILITY

         5.1. Letter of Credit Facility. (a) Subject to the terms and conditions
hereof, each Issuing Lender, in reliance upon the representations and warranties
contained herein and in the other Credit Documents and upon the agreements of
the other Multi-Currency Lenders set forth in subsections 5.3(a) and (b), agrees
to issue under the Aggregate Multi-Currency Commitment any letter of credit
(each, a "Letter of Credit") requested to be issued by it and so issued by it
for the account of the Company on any Business Day during the Commitment Period
in such form as may be approved from time to time by such Issuing Lender;
provided that such Issuing Lender shall have no obligation to issue such Letter
of Credit if, after giving effect to such issuance, (i) the L/C Obligations
would exceed $50,000,000 (as such amount may be reduced pursuant to subsection
7.4(f)) or (ii) the Available Multi-Currency Commitment would be less than zero.
Each Letter of Credit shall (i) be denominated in Dollars, (ii) be either (x) a
standby letter of credit issued to support obligations of the Company or any of
its Subsidiaries, contingent or otherwise, which are of a type for which
Revolving Credit Loans (if the obligations were then due and payable) would be
available (a "Standby Letter of Credit"), or (y) a documentary letter of credit
in respect of the purchase of goods or services by the Company or any of its
Subsidiaries in the ordinary course of business (a "Commercial Letter of
Credit") and (iii) expire no later than one year from the date of issue;
provided that the Undrawn L/C Obligations in respect of each Letter of Credit
which expires after the last day of the Commitment Period shall be Fully Secured
from and after such day.

         (b) Each Letter of Credit shall be subject to the Uniform Customs and,
to the extent not inconsistent therewith, the laws of the State of New York.

         (c) No Issuing Lender shall at any time be obligated to issue any
Letter of Credit hereunder to the extent that such issuance would conflict with,
or cause such Issuing Lender or any L/C Participant to exceed any limits imposed
by, any applicable Requirement of Law.

         5.2. Procedure for Issuance of Letters of Credit. The Company may from
time to time request that the Administrative Agent designate an Issuing Lender
with respect to any Letter of Credit which the Company seeks to have issued. In
the event that the Administrative Agent is able to designate an Issuing Lender
with respect to such Letter of Credit, the Company shall request that such
Issuing Lender issue a Letter of Credit by delivering to such Issuing

<PAGE>
                                                                              45

Lender at its address for notices specified herein an Application therefor,
completed to the satisfaction of such Issuing Lender, and such other
certificates, documents and other papers and information as such Issuing Lender
reasonably may request. Upon receipt of any Application, such Issuing Lender
will process such Application and the certificates, documents and other papers
and information delivered to it in connection therewith in accordance with its
customary procedures and shall promptly issue the Letter of Credit requested
thereby (but in no event shall such Issuing Lender be required to issue any
Letter of Credit earlier than three Business Days after its receipt of the
Application therefor and all such other certificates, documents and other papers
and information relating thereto) by issuing the original of such Letter of
Credit to the beneficiary thereof or as otherwise may be agreed by such Issuing
Lender and the Company. Such Issuing Lender shall (i) in the case of each
Standby Letter of Credit, notify each L/C Participant and the Administrative
Agent promptly following the request for and following the issuance of the
Standby Letter of Credit and furnish a copy of such Standby Letter of Credit to
the Company and to the Administrative Agent promptly following the issuance
thereof and (ii) in the case of Commercial Letters of Credit, provide to each
L/C Participant and the Administrative Agent, promptly following the end of each
calendar month during which it has issued Commercial Letters of Credit, a
monthly activity report of the Commercial Letters of Credit issued by it during
such month.

         5.3. L/C Participations. (a) The Issuing Lender with respect to each
Letter of Credit irrevocably agrees to grant and hereby grants to each L/C
Participant, and, to induce such Issuing Lender to issue Letters of Credit
hereunder, each L/C Participant irrevocably agrees to accept and purchase, and
hereby accepts and purchases, from such Issuing Lender, on the terms and
conditions hereinafter stated, for such L/C Participant's own account and risk
an undivided interest equal to such L/C Participant's Multi-Currency Commitment
Percentage in such Issuing Lender's obligations and rights under each Letter of
Credit issued hereunder and the amount of each draft paid by such Issuing Lender
thereunder. Each L/C Participant unconditionally and irrevocably agrees with
such Issuing Lender that, if a draft is paid under any Letter of Credit issued
by it for which such Issuing Lender is not reimbursed in full by the Company in
accordance with the terms of this Agreement, such L/C Participant shall pay to
such Issuing Lender upon demand at such Issuing Lender's address for notices
specified herein an amount equal to such L/C Participant's Multi-Currency
Commitment Percentage of the amount of such draft, or any part thereof, which is
not so reimbursed.

         (b) If any amount required to be paid by any L/C Participant to an
Issuing Lender pursuant to subsection 5.3(a) in respect of any unreimbursed
portion of any payment made by such Issuing Lender under any Letter of Credit
issued by it is paid to such Issuing Lender within three Business Days after the
date such payment is due, such L/C Participant shall pay to such Issuing Lender
on demand an amount equal to the product of such amount, times the daily average
Federal Funds Effective Rate, as quoted by such Issuing Lender, during the
period from and including the date such payment is required to the date on which
such payment is immediately available to such Issuing Lender, times a fraction
the numerator of which is the number of days that elapse during such period and
the denominator of which is 360. If any such amount required to be paid by any
L/C Participant pursuant to subsection 5.3(a) is not in fact made available to
such Issuing Lender by such L/C Participant within three Business Days after the
date such payment is due, such Issuing Lender shall be entitled to recover from
such L/C

<PAGE>
                                                                              46

Participant, on demand, such amount with interest thereon calculated from such
due date at the rate per annum applicable to Alternate Base Rate Loans
hereunder. A certificate of the relevant Issuing Lender submitted to any L/C
Participant with respect to any amounts owing under this subsection 5.3(b) shall
be conclusive in the absence of manifest error.

         (c) Whenever, at any time after any Issuing Lender has made payment
under any Letter of Credit issued by it and has received from any L/C
Participant its pro rata share of such payment in accordance with subsection
5.3(a), such Issuing Lender receives any payment related to such Letter of
Credit (whether directly from the Company or otherwise, including proceeds of
collateral applied thereto by such Issuing Lender), or any payment of interest
on account thereof, such Issuing Lender promptly will distribute to such L/C
Participant its pro rata share thereof; provided, however, that in the event
that any such payment received by such Issuing Lender shall be required to be
returned by such Issuing Lender, such L/C Participant shall return to such
Issuing Lender the portion thereof previously distributed by such Issuing Lender
to it.

         (d) Notwithstanding anything to the contrary contained in this
subsection 5.3, the failure of any L/C Participant to make any payment due by it
under this subsection 5.3 in a timely manner shall not relieve any other L/C
Participant of its obligation hereunder to make its own payment in a timely
manner, but no L/C Participant shall be responsible for the failure of any other
L/C Participant to make any payment pursuant to this subsection 5.3 owing by
such other L/C Participant on any date.

         5.4. Reimbursement Obligation of the Company. The Company agrees to
reimburse each Issuing Lender on each date on which such Issuing Lender notifies
the Company of the date and amount of a draft presented under any Letter of
Credit issued and paid by such Issuing Lender for the amount of (a) such draft
so paid and (b) any taxes, fees, charges or other costs or expenses incurred by
such Issuing Lender in connection with such payment. Each such payment shall be
made to the relevant Issuing Lender at its address for notices specified herein
in lawful money of the United States of America and in immediately available
funds. Interest shall be payable on any and all amounts remaining unpaid by the
Company under this subsection 5.4 from the date such amounts become payable
(whether at stated maturity, by acceleration or otherwise) until payment in full
at the rate which would be payable on any outstanding Alternate Base Rate Loans
which were then overdue.

         5.5. Obligations Absolute. The Company's obligations under this Section
5 shall be absolute and unconditional under any and all circumstances and
irrespective of any set-off, counterclaim or defense to payment which the
Company may have or have had against the relevant Issuing Lender, any
beneficiary of Letter of Credit, any Lender or any other Person. The Company
also agrees with each Issuing Lender that such Issuing Lender shall not be
responsible for, and the Company's L/C Reimbursement Obligations under
subsection 5.4 shall not be affected by, among other things, the validity or
genuineness of documents or of any endorsements thereon, even though such
documents shall in fact prove to be invalid, fraudulent or forged, or any
dispute between or among the Company and any beneficiary of any Letter of Credit
or any other party to which such Letter of Credit may be transferred or any
claims whatsoever of the Company against any beneficiary of such Letter of
Credit or any such transferee. No Issuing Lender shall be liable for any error,
omission, interruption or delay in transmission, dispatch or delivery of any
message or advice, however transmitted, in connection

<PAGE>
                                                                              47

with any Letter of Credit issued by it, except for errors or omissions caused by
such Issuing Lender's gross negligence or willful misconduct. The Company agrees
that any action taken or omitted by any Issuing Lender under or in connection
with any Letter of Credit issued by such Issuing Lender or the related drafts or
documents, if done in the absence of gross negligence or willful misconduct and
in accordance with the standards of care specified in the Uniform Commercial
Code of the State of New York, shall be binding on the Company and shall not
result in any liability of such Issuing Lender to the Company.

         5.6. Letter of Credit Payments. If any draft shall be presented for
payment under any Letter of Credit, the Issuing Lender in respect of such Letter
of Credit shall promptly notify the Company of the date and amount thereof. The
responsibility of such Issuing Lender to the Company in connection with any
draft presented for payment under any Letter of Credit issued by it shall, in
addition to any payment obligation expressly provided for in such Letter of
Credit, be limited to determining that the documents (including each draft)
delivered under such Letter of Credit in connection with such presentment are in
conformity with such Letter of Credit.

         5.7. Application. To the extent that any provision of any Application
related to any Letter of Credit is inconsistent with the provisions of this
Section 5, the provisions of this Section 5 shall apply.

         5.8. Cash Collateral for Letters of Credit. (a) If the Lenders holding
the majority of the Aggregate Multi-Currency Commitment shall so request at any
time and from time to time when an Event of Default has occurred and is
continuing or (ii) at any time and from time to time when the Required Lenders
so request, the Company shall promptly deposit in a cash collateral account
opened by and maintained with the Administrative Agent the amount equal to the
sum of the aggregate amount of all Undrawn L/C Obligations (the "Deposit
Requirement"). The Company further agrees that, from and after any such request
for cash collateralization, the Company will deposit from time to time into such
cash collateral account any such additional amounts as shall be necessary to
cause the amount on deposit therein to be not less than the amount of the
Deposit Requirement then in effect.

         (b) The Company hereby grants to the Administrative Agent, for the
ratable benefit of the Multi-Currency Lenders, as collateral security for the
payment in full of all Payment Obligations of the Company on account of the
Letters of Credit, a security interest in all amounts from time to time held in
the cash collateral account maintained pursuant to paragraph (a) above. At the
time of the deposit of any amounts into the cash collateral account described in
subsection 5.8(a) above, the Company may grant (i) a first priority Lien on such
account and any cash deposits therein in favor of the Administrative Agent (as
defined in the Collateral Agency Agreement) for the benefit of the holders of
the Bank Obligations and (ii) a second priority Lien on such account and any
cash deposits therein in favor of the Note Collateral Agent for the benefit of
the holders of the Indenture Obligations (as each such term is defined in the
Collateral Agency Agreement). The Administrative Agent and the Lenders shall
take such actions or execute or amend such documents as the Company may
reasonably request (at the sole expense of the Company) to perfect or otherwise
give effect to any grant of any Lien described in the preceding sentence.
Amounts held in such cash collateral account shall at all times be under the
sole dominion and control of the Administrative Agent and the Administrative
Agent shall at all

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                                                                              48

times have the exclusive right of withdrawal with respect thereto; provided that
the Administrative Agent hereby agrees that it shall withdraw amounts from such
cash collateral account only in accordance with the provisions of clauses (c)
and (d) below.

         (c) Following the occurrence and during the continuance of any Event of
Default, the Administrative Agent may apply amounts held in the cash collateral
account maintained pursuant to paragraph (a) above to the payment of the Payment
Obligations on account of the Letters of Credit in such order as the
Administrative Agent shall elect, with any amounts remaining on deposit therein
after giving effect to such application on account of the Letters of Credit to
be applied pursuant to the terms of the documents evidencing the security
interests granted by the Company in such cash collateral account and any
deposits therein as contemplated by this Section 5.8.

         (d) Without diminishing the sole dominion and control of the
Administrative Agent over amounts from time to time on deposit in the cash
collateral account maintained pursuant to paragraphs (a) and (b) above, the
Administrative Agent shall from time to time (upon the request of the Company)
promptly return to the Company any amounts on deposit in such cash collateral
account which are in excess of the amount of the Deposit Requirement then in
effect and, prior to such return to the Company, the Administrative Agent shall
not have any Lien on or security interest in any such excess amounts.

         5.9. Existing Letters of Credit. Notwithstanding anything to the
contrary contained in this Agreement or any Security Document, each of the
letters of credit described on Schedule IX as a "Letter of Credit" shall, from
and after the Closing Date, be deemed to have been issued pursuant to subsection
5.1(a) of this Agreement, with the Multi-Currency Lender set forth in said
Schedule IX as the issuing bank for each such existing letter of credit being
deemed to be the Issuing Lender in respect of such Letter of Credit hereunder
and with each other Multi-Currency Lender being deemed to be an L/C Participant
with respect to such Letter of Credit for purposes of this Agreement and the
Security Documents. The Company shall pay to the Administrative Agent, for the
accounts of the relevant Issuing Lender and L/C Participants, the fees and
commissions described in subsection 7.7 with respect to each such Letter of
Credit.



SECTION 6.             AMOUNT AND TERMS OF LOCAL LOAN SUB-FACILITY

         6.1. Local Loan Commitments. Subject to the terms and conditions of
this Agreement, each Local Fronting Lender severally agrees to make loans (and,
to the extent provided in subsection 6.9, to create Acceptances) under the
Aggregate Multi-Currency Commitment in Dollars and in the Denomination Currency
set forth opposite its name on Schedule III to the Company and to the Local
Borrowing Subsidiary for such Denomination Currency from time to time during the
Commitment Period (individually, a "Local Loan"; collectively, the "Local
Loans"); provided that, after giving effect to the making and the use of
proceeds thereof, the aggregate amount of the Local Outstandings of such Local
Fronting Lender shall not exceed the amount equal to its Currency Sublimit then
in effect. The Local Loans made by each Local Fronting Lender generally shall be
made by such Local Fronting Lender from a lending office which is located within
the jurisdiction of its respective Denomination Currency;

<PAGE>
                                                                              49

provided that, in the event that the Company or the relevant Local Borrowing
Subsidiary so requests and the relevant Local Fronting Lender (in its sole
discretion) so agrees, any Local Loans to be made by such Local Fronting Lender
may be made from a lending office of such Local Fronting Lender which is not
located in the jurisdiction of its Denomination Currency. During the Commitment
Period, the Local Borrowers may use the Aggregate Multi-Currency Commitment by
borrowing Local Loans and Acceptances, repaying the Local Loans and Acceptances
in whole or in part and reborrowing, all in accordance with the terms and
conditions hereof.

         6.2. Obligations of Local Borrowers. (a) Each Local Borrower hereby
agrees that each Local Loan made by each Local Fronting Lender to such Local
Borrower pursuant hereto shall constitute the promise and obligation of such
Local Borrower to pay to such Local Fronting Lender, at the office of such Local
Fronting Lender listed on Schedule III hereto (or, if such Local Fronting Lender
has notified such Local Borrower that a Local Loan was funded by a different
lending office of such Local Fronting Lender, the lending office from which such
Local Loan was funded), in lawful money of the Denomination Currency (or, with
respect to Local Loans which are Dollar Loans, in Dollars) and in immediately
available funds the aggregate unpaid principal amount of all Local Loans made by
such Local Fronting Lender pursuant to subsection 6.1, 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 Termination Date. Notwithstanding anything
to the contrary contained herein, no Local Borrowing Subsidiary shall be
obligated under any Credit Document to pay any amounts owing by or on account of
the Company or any other Local Borrowing Subsidiary pursuant to this Agreement
or any other Credit Document.

         (b) Each Local Borrower hereby agrees that each Local Fronting Lender
is authorized to record (i) the date, amount and currency of each Local Loan
made by such Local Fronting Lender to such Local Borrower pursuant to subsection
6.1, (ii) the date of each interest rate conversion pursuant to subsection 7.8
which is applicable to such Local Loan and the principal amount subject thereto,
(iii) the date and amount of each payment or prepayment of principal of each
Local Loan made by such Local Borrower to such Local Fronting Lender and (iv) in
the case of each Local Loan which bears interest at a rate based upon the
relevant Eurocurrency Rate or Eurodollar Rate or (if it is customary in the
relevant jurisdiction for Local Rate Loans to be subject to Interest Periods)
Local Loan Rate, the interest rate and Interest Period, in the books and records
of such Local Fronting Lender and in such manner as is reasonable and customary
for it and a certificate of an officer of such Local Fronting Lender, setting
forth in reasonable detail the information so recorded, shall constitute prima
facie evidence of the accuracy of the information so recorded; provided 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 relevant Local Borrower hereunder.

         6.3. Procedure for Borrowing Local Loans. Each Local Borrower may
request a borrowing of Local Loans under the Aggregate Multi-Currency Commitment
in Dollars or in the relevant Denomination Currency from the applicable Local
Fronting Lender during the Commitment Period on any Working Day, if the Local
Loans to be borrowed are Eurodollar Loans or Eurocurrency Loans, or on any
Business Day, if the Local Loans to be borrowed are Alternate Base Rate Loans or
Local Rate Loans, by giving irrevocable notice to the relevant

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                                                                              50

Local Fronting Lender (with a copy to the Administrative Agent), specifying (i)
the aggregate principal amount of the relevant currency to be borrowed, (ii) the
requested borrowing date, (iii) whether the Local Loans to be borrowed are to be
Eurodollar Loans or Alternate Base Rate Loans (in the case of Dollar Loans) or
Eurocurrency Loans or Local Rate Loans (in the case of other Local Loans) or (in
either case) a combination thereof and, if a combination, the respective
aggregate amount of each type of borrowing and (iv) if the Local Loans to be
borrowed are Eurodollar Loans or Eurocurrency Loans or (if it is customary in
the relevant jurisdiction for Local Rate Loans to be subject to Interest
Periods) Local Rate Loans, the length of the Interest Period or Interest Periods
applicable thereto; provided that any Local Loans to be made to the Company or a
Local Borrowing Subsidiary on the Closing Date shall be made as Local Rate
Loans. Any such notice of borrowing must be received by the relevant Local
Fronting Lender prior to 11:00 A.M., local time, three Working Days prior to the
requested borrowing date (or such shorter period prior thereto as such Local
Fronting Lender may agree) in the case of Eurodollar Loans or Eurocurrency
Loans, and on the requested borrowing date, in the case of Alternate Base Rate
or Local Rate Loans (with the presentation by any third party of any check or
draft drawn on the account of the relevant Local Borrower or any other borrowing
by way of overdraft being deemed to constitute a notice of borrowing of Local
Rate Loans in the amount of such check, draft or other borrowing, to the extent
that insufficient funds are then available for the payment thereof in the
account of such Local Borrower with the relevant Local Fronting Lender);
provided, however, that the Administrative Agent may, at any time and from time
to time in its sole discretion, suspend the right of the Local Borrowers with
respect to any one or more Denomination Currencies to borrow Alternate Base Rate
Loans or Local Rate Loans on the basis of same-day notice by providing written
notice of such suspension to the Company and the affected Local Borrowing
Subsidiaries (with a copy to the relevant Local Fronting Lender) not less than
two Business Days prior to the effectiveness thereof (or, during such time as
any Default or Event of Default has occurred and is continuing, on the date of
such effectiveness), in which event any such notice of borrowing (other than any
notice of borrowing deemed to be made on account of a check, draft or other
customary means of borrowing by way of overdraft drawn by such Local Borrower
prior to the date of such notice of suspension) of Alternate Base Rate Loans or
Local Rate Loans must (until such notice of suspension has been revoked by the
Administrative Agent) be received by the Local Fronting Lender prior to 11:00
A.M., local time, one Business Day prior to the requested borrowing date. In the
event that the relevant Local Fronting Lender determines on the requested
borrowing date that the making of such requested Local Loan will not cause the
Local Outstandings of such Local Fronting Lender to exceed the amount equal to
its Currency Sublimit then in effect (in each case, as has been notified to such
Local Fronting Lender by the Administrative Agent pursuant to subsection
6.8(b)), such Local Fronting Lender will make the requested Local Loan available
to the relevant Local Borrower, at the principal lending office of such Local
Fronting Lender in the relevant jurisdiction, by 1:00 P.M., local time, on the
requested borrowing date, in funds immediately available to such Local Borrower.
Promptly following the making of each such Local Loan, such Local Fronting
Lender shall provide notice to the Administrative Agent of the amount thereof.
The minimum amount of each borrowing of Local Loans shall, subject to subsection
7.8(g), be in an aggregate principal amount (not to exceed the relevant Currency
Sublimit) to be mutually agreed upon by the relevant Local Fronting Lender and
the relevant Local Borrower. Notwithstanding anything to the contrary contained
in this subsection 6.3, no Local Fronting Lender shall be obligated hereunder to
advance any Local Loan by way of an overdraft, but rather shall provide
overdrafts

<PAGE>
                                                                              51

only if it elects (in its sole discretion) to do so. Notwithstanding the
foregoing, any Local Loans (as defined in the Existing Agreement) which are
outstanding on the Closing Date from a Local Fronting Lender hereunder shall be
deemed to be "Local Loans" (as defined herein) which are outstanding hereunder.

         6.4. Currency Conversion and Contingent Funding Agreement. (a) Each
Multi-Currency Lender hereby unconditionally and irrevocably agrees to purchase
(in Dollars) an undivided participating interest in its ratable share of such
Local Loans and Acceptances made by such Local Fronting Lenders as the
Administrative Agent may at any time request; provided that:

         (i) the Administrative Agent hereby agrees that, unless an Event of
   Default has occurred and is continuing, it will not request any such purchase
   of participating interests unless the Administrative Agent has given to the
   Company and the relevant Local Borrowing Subsidiary three Business Days'
   prior notice thereof;

         (ii) the Administrative Agent hereby agrees that it promptly will
   request that the Multi-Currency Lenders purchase such participating interest
   in all Local Loans and Acceptances made by any Local Fronting Lender which
   provides to the Administrative Agent a written certification that an Event of
   Default described in Section 12(a) is continuing with respect to the Local
   Loans or Acceptances made by such Local Fronting Lender and requesting that
   such request be made by the Administrative Agent; and

         (iii) in the event that any of the events specified in clauses (i),
   (ii) or (iii) of Section 12(l) shall have occurred with respect to any Local
   Borrower, each Multi-Currency Lender shall be deemed to have purchased,
   automatically and without request, such participating interest in the Local
   Loans and Acceptances made to such Local Borrower.

Any such request by the Administrative Agent shall be made in writing to each
Multi-Currency Lender and shall specify the amount of Dollars (based upon the
actual exchange rate at which the Administrative Agent anticipates being able to
obtain the relevant Denomination Currency, with any excess payment being
refunded to the Multi-Currency Lenders and any deficiency remaining payable by
the Multi-Currency Lenders) required from such Multi-Currency Lender in order to
effect the purchase by such Multi-Currency Lender of a participating interest in
the amount equal to its Multi-Currency Commitment Percentage times the aggregate
then outstanding principal amount (in the Denomination Currency) of the relevant
Local Loans and Acceptances (together with accrued interest thereon and other
amounts owing in connection therewith) in such Denomination Currency. Promptly
upon receipt of such request, each Multi-Currency Lender shall deliver to the
Administrative Agent (in immediately available funds) the amount so specified by
the Administrative Agent. The Administrative Agent shall convert such amounts
into the relevant Denomination Currency and shall promptly deliver the proceeds
of such conversion to the relevant Local Fronting Lender in immediately
available funds. Promptly following receipt thereof, such Local Fronting Lender
will deliver to each Multi-Currency Lender (through the Administrative Agent) a
Local Loan Participation Certificate dated the date of receipt of such funds and
in such amount. From and after such purchase, (i) the outstanding Local Loans
and Acceptances in which the Multi-Currency Lenders have purchased such

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                                                                              52

participations shall be deemed to have been converted into Alternate Base Rate
Loans denominated in Dollars (with such conversion constituting, for purposes of
subsection 7.12, a prepayment of such Local Loans and Acceptances before the
last day of the Interest Period with respect thereto), (ii) any further Local
Loans to be made to such Borrower shall be made in Dollars, with each
Multi-Currency Lender purchasing a participating interest therein in the manner
described in the foregoing provisions of this subsection 6.4(a) immediately upon
the making thereof in the amount equal to such Multi-Currency Lender's
Multi-Currency Commitment Percentage thereof (with the Administrative Agent
hereby agreeing to provide prompt notice to each such Multi-Currency Lender of
its receipt from the relevant Local Fronting Lender of a notice of borrowing and
of making the relevant Local Loan), (iii) no further Acceptances shall be
created for the account of such Borrower, (iv) all amounts from time to time
accruing, and all amounts from time to time payable, on account of such Local
Loans and Acceptances (including, without limitation, any interest and other
amounts which were accrued but unpaid on the date of such purchase) shall be
payable in Dollars as if such Local Loan or Acceptance, as the case may be, had
originally been made in Dollars and shall (other than with respect to the
portion of the Applicable Margin which, pursuant to subsection 7.6, is expressly
stated to be paid for the account of the Local Fronting Lender) be distributed
by the relevant Local Fronting Lender to the Administrative Agent, for the
accounts of the Multi-Currency Lenders, on account of such participating
interests. Notwithstanding anything to the contrary contained in this subsection
6.4, the failure of any Multi-Currency Lender to purchase its participating
interest in any Local Loan or Acceptance shall not relieve any other
Multi-Currency Lender of its obligation hereunder to purchase its participating
interest in a timely manner, but no Multi-Currency Lender shall be responsible
for the failure of any other Multi-Currency Lender to purchase the participating
interest to be purchased by such other Multi-Currency Lender on any date.

         (b) If any amount required to be paid by any Multi-Currency Lender
pursuant to subsection 6.4(a) is paid to the Administrative Agent within three
Business Days following the date upon which such Multi-Currency Lender receives
notice from the Administrative Agent that the Local Loan or Acceptance in which
such Multi-Currency Lender has purchased a participating interest has been made
or created (as the case may be), such Multi-Currency Lender shall pay to the
Administrative Agent on demand an amount equal to the product of such amount,
times the daily average Federal Funds Effective Rate, as quoted by the
Administrative Agent, during the period from and including the date such payment
is required to the date on which such payment is immediately available to the
Administrative Agent, times a fraction the numerator of which is the number of
days that elapse during such period and the denominator of which is 360. If any
such amount required to be paid by any Multi-Currency Lender pursuant to
subsection 6.4(a) is not in fact made available to the Administrative Agent
within three Business Days following the date upon which such Multi-Currency
Lender receives notice from the Administrative Agent that the Local Loan or
Acceptance in which such Multi-Currency Lender has purchased a participating
interest has been made or created (as the case may be), the Administrative Agent
shall be entitled to recover from such Multi-Currency Lender, on demand, such
amount with interest thereon calculated from such due date at the rate per annum
applicable to Alternate Base Rate Loans hereunder. A certificate of the
Administrative Agent submitted to any Multi-Currency Lender with respect to any
amounts owing under this subsection 6.4(b) shall be conclusive in the absence of
manifest error. Amounts payable by any Multi-Currency Lender

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                                                                              53

pursuant to this subsection 6.4(b) shall be paid to the Administrative Agent,
for the account of the relevant Local Fronting Lender; provided that, if the
Administrative Agent (in its sole discretion) has elected to fund on behalf of
such Multi-Currency Lender the amounts owing to such Local Fronting Lender, then
the amounts shall be paid to the Administrative Agent, for its own account.

         (c) Whenever, at any time after the relevant Local Fronting Lender has
received from any Multi-Currency Lender such Multi-Currency Lender's
participating interest in a Local Loan or Acceptance pursuant to clause (b)
above, the Local Fronting Lender receives any payment on account thereof, such
Local Fronting Lender will distribute to the Administrative Agent, for the
account of such Multi-Currency Lender, such Multi-Currency Lender's
participating interest in such amount (appropriately adjusted, in the case of
interest payments, to reflect the period of time during which such
Multi-Currency Lender's participating interest was outstanding) in like funds as
received; provided, however, that in the event that such payment received by
such Local Fronting Lender is required to be returned, such Multi-Currency
Lender will return to such Local Fronting Lender any portion thereof previously
distributed by such Local Fronting Lender to such Multi-Currency Lender in like
funds as such payment is required to be returned by such Local Fronting Lender.

         (d) Each Multi-Currency Lender's obligation to purchase participating
interests pursuant to clause (a) above shall be absolute and unconditional and
shall not be affected by any circumstance, including, without limitation, (a)
any set-off, counterclaim, recoupment, defense or other right which such
Multi-Currency Lender may have against the relevant Local Fronting Lender, the
relevant Local Borrower or any other Person for any reason whatsoever; (b) the
occurrence or continuance of an Event of Default; (c) any adverse change in the
condition (financial or otherwise) of the relevant Local Borrower or any other
Person; (d) any breach of this Agreement by the relevant Local Borrower, any
other Local Borrower or any other Lender; or (e) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing;
provided that no Multi-Currency Lender shall be obligated to purchase
participating interests in any Local Loans made by a Local Fronting Lender to
the extent that such Local Loans (at the time when made) caused the amount of
Local Loans outstanding from such Local Fronting Lender to be in excess of the
Currency Sublimit then in effect with respect to such Local Fronting Lender.

         6.5. Designation of Additional Denomination Currencies. (a) The Company
may from time to time request that any one or more additional freely available
currencies which are freely transferable and freely convertible into Dollars be
designated as "Denomination Currencies" hereunder by providing written notice to
the Administrative Agent specifying (i) the relevant Local Borrowing Subsidiary
for such currency (which need not be an existing Local Borrowing Subsidiary),
(ii) the requested amount of the Currency Sublimit for such Denomination
Currency and (iii) specifying the Multi-Currency Lender who has agreed to serve
as Local Fronting Lender with respect thereto and the Maximum Sublimit to be
inserted in Schedule III for such Local Fronting Lender; provided that in no
event shall the sum of all Currency Sublimits (after giving effect to the
requested designation of an additional Denomination Currency and any concurrent
re-allocation of the Currency Sublimits pursuant to subsection 6.6) exceed the
Aggregate Multi-Currency Commitment then in effect. The

<PAGE>
                                                                              54

Administrative Agent shall promptly forward to each Multi-Currency Lender a copy
of any such notice. Within ten Business Days following the receipt of such
notice, each Multi-Currency Lender shall notify the Administrative Agent in
writing whether such designation is acceptable to such Multi-Currency Lender (in
its sole discretion) and the Administrative Agent promptly shall notify the
Company thereof.

         (b) In the event that such designation is acceptable to the Lenders
holding the majority of the Aggregate Multi-Currency Commitment, the Company
shall cause the requested Local Borrowing Subsidiary to deliver to the
Administrative Agent (i) a Local Borrowing Subsidiary Joinder Agreement, (ii)
such of the Security Documents contemplated by subsections 10.10, 10.11 and
10.12 and/or such other documents, instruments, agreements and legal opinions as
the Agents reasonably may request (including, in any event, an opinion of local
counsel in the relevant jurisdiction to the effect that no Multi-Currency
Lender, other than the relevant Local Fronting Lender, shall be deemed to be
doing business in the relevant jurisdiction, or otherwise shall be subject to
regulation or taxation therein, solely as a result of the agreements set forth
herein; with such legal opinions to be in form and substance reasonably
acceptable to the Multi-Currency Lenders holding at least a majority of the
Aggregate Multi-Currency Commitment (other than any Non-Funding Lenders)) and
(iii) a Local Fronting Lender Joinder Agreement from the Multi-Currency Lender
who has agreed to serve as Local Fronting Lender.

         (c) From and after the date upon which the Administrative Agent has
received the documents (all of which shall be in form and substance reasonably
satisfactory to the Agents) described in subsection 6.5(b), Schedule III hereto
shall be deemed to be amended to reflect (i) the designation of such currency as
a Denomination Currency, (ii) the aggregate amount of the Currency Sublimit and
Maximum Sublimit with respect thereto, (iii) the name and applicable local
lending office of the relevant Local Fronting Lender with respect thereto and
(iv) the name of the relevant Local Borrowing Subsidiary.

         (d) With respect to any Denomination Currency set forth on Schedule
III, the Company may designate an additional or different Local Borrowing
Subsidiary with respect thereto with the approval of the Lenders holding the
majority of the Aggregate Multi-Currency Commitment and the relevant Local
Fronting Lender, which designation shall take effect from and after the date
upon which the Administrative Agent has received the documents described in
subsections 6.5(b)(i) and (ii) with respect to such designated Local Borrowing
Subsidiary and from and after such date Schedule III shall be deemed to be
amended to reflect the name of the Local Borrowing Subsidiary so designated.

         (e) The Administrative Agent shall give prompt notice to the
Multi-Currency Lenders of the effectiveness of any such designation and shall
deliver to each Multi-Currency Lender and the Company a revised version of
Schedule III which reflects any such amendment.

         6.6. Re-Allocation of Currency Sublimits. (a) The Company (on its own
behalf and as agent of the Local Borrowing Subsidiaries) may from time to time
(but, unless the Administrative Agent shall otherwise agree, not more frequently
than one time per calendar month) request that the amount of any one or more
Currency Sublimits be increased and/or the amount of any one or more Currency
Sublimits be decreased by delivering a written request for such re-allocation to
the Administrative Agent. Each such request shall specify the amount (in

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                                                                              55

Dollars) of the increase or decrease, as the case may be, applicable to each
affected Currency Sublimit. The Administrative Agent shall deliver to each
affected Local Fronting Lender a copy of such request promptly following receipt
thereof.

         (b) Unless the revised Currency Sublimit of any Local Fronting Lender
will, after giving effect to the requested re-allocation of Currency Sublimits,
be in excess of the Maximum Sublimit then in effect for such Local Fronting
Lender, then the Currency Sublimits shall be deemed to be so re-allocated and
Schedule III shall be deemed to be amended to reflect such re-allocation;
provided that (i) no Local Fronting Lender shall be required to lend more than
its Currency Sublimit (as in effect prior to the effectiveness of such
re-allocation) until such Local Fronting Lender has received notice from the
Administrative Agent of the effectiveness of such re-allocation (which notice
the Administrative Agent agrees to deliver promptly upon such effectiveness) and
(ii) after giving effect to such re-allocation, the Aggregate Outstanding
Multi-Currency Extensions of Credit will not exceed the Aggregate Multi-Currency
Commitment then in effect. Promptly following the effectiveness of such
re-allocation, the Administrative Agent shall deliver to each Multi-Currency
Lender and the Company a revised Schedule III which reflects such amendment.

         (c) In the event that the revised Currency Sublimit of any Local
Fronting Lender will (after giving effect to the requested re-allocation of
Currency Sublimits) be in excess of the Maximum Sublimit specified for such
Local Fronting Lender on Schedule III, then such Local Fronting Lender and the
Administrative Agent shall have ten Business Days to determine whether (in their
sole discretion) to approve such increase. In the event that such Local Fronting
Lender and the Administrative Agent approve such increase (which approval shall
be delivered in writing to the Company and, in the case of the approval of such
Local Fronting Lender, to the Administrative Agent) then the Currency Sublimit
and the Maximum Sublimit of such Local Fronting Lender shall be re-allocated to
such higher amounts requested for such Local Fronting Lender in the request
delivered to the Administrative Agent pursuant to subsection 6.6(a). In the
event that such Local Fronting Lender and the Administrative Agent do not
approve such increase in accordance with the foregoing terms of this subsection
6.6(c), then the Currency Sublimit of such Local Fronting Lender shall be
increased only to its existing Maximum Sublimit on the date upon which either
such Local Fronting Lender or the Administrative Agent notifies the Company that
such increase has not been approved (or, if no such notice is given, at the end
of such ten day approval period). Promptly following the effectiveness of any
such re-allocation, the Administrative Agent shall deliver to each
Multi-Currency Lender and the Company a revised Schedule III which reflects such
amendment. The Company or the relevant Local Borrowing Subsidiary shall pay any
stamp, recording or other similar tax payable under the laws of the local
jurisdiction which is required as a result of any such increase in the Maximum
Sublimit of its relevant Local Fronting Lender.

         (d) In connection with any re-allocation made in accordance with this
subsection 6.6, the Company may designate that the Currency Sublimit applicable
to any Local Fronting Lender is to be reduced to zero and that the relevant
Local Borrowing Subsidiary is to cease to be a "Local Borrowing Subsidiary"
hereunder. From and after any such designation, such Local Borrowing Subsidiary
shall cease to be a Borrower hereunder, such Local Fronting Lender shall cease
to be the "Local Fronting Lender" for the relevant Denomination Currency and
(except to

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                                                                              56

the extent that the provisions of subsection 6.5 subsequently are complied with)
no further Local Loans or Acceptances shall be made to any Borrower in such
Denomination Currency.

         (e) Notwithstanding anything to the contrary contained herein, no such
re-allocation shall be permitted if, after giving effect thereto, the Aggregate
Outstanding Multi-Currency Extensions of Credit will exceed the Aggregate
Multi-Currency Commitment then in effect.

         6.7. Resignation or Removal of a Local Fronting Lender. (a) In the
event that the Multi-Currency Commitment of a Local Fronting Lender shall at any
time terminate (otherwise than on termination of the Aggregate Commitment) or a
Local Fronting Lender shall assign all of its Multi-Currency Commitment in
accordance with the provisions of subsection 14.7(c) or a Local Fronting Lender
shall otherwise so elect, such Local Fronting Lender shall resign as Local
Fronting Lender by giving written notice of its resignation to the Company, the
relevant Local Borrowing Subsidiary and the Administrative Agent, with such
resignation becoming effective on the date which is the earlier of (i) the date
upon which a Multi-Currency Lender reasonably acceptable to the Administrative
Agent and the Company (on its own behalf and as agent for the relevant Local
Borrowing Subsidiary) is designated as a substitute Local Fronting Lender in
accordance with the provisions of subsection 6.7(c) and (ii) such other date
upon which such Local Fronting Lender, the Company and the relevant Local
Borrowing Subsidiary otherwise agree; provided that such effective date shall in
no event be later than the date which is 30 days following the date upon which
such written notice is delivered to the Company. Any Local Loans and Acceptances
made by such Local Fronting Lender which are outstanding on such termination
date shall be due and payable on such termination date.

         (b) The Company (on its own behalf and as agent for the relevant Local
Borrowing Subsidiary) at any time may request that any Local Fronting Lender
cease to be designated as such by giving written notice of such request to the
Administrative Agent (which notice the Administrative Agent promptly shall
deliver to such Local Fronting Lender and to each Multi-Currency Lender).
Immediately upon receipt of such request, such Local Fronting Lender shall cease
to make any additional Local Loans and cease to create any additional
Acceptances, and all Local Loans and Acceptances then maintained by such Local
Fronting Lender shall be due and payable on the date requested by the Company
(which date shall be not earlier than (i) the earlier of (A) 30 days following
delivery of such notice, in the case of Alternate Base Rate Loans, Local Rate
Loans and Acceptances and (B) the last day of the Interest Period then in effect
with respect thereto, in the case of Eurocurrency Loans or Eurodollar Loans, as
the case may be, and (ii) such other date upon which such Local Fronting Lender,
the Company and the relevant Local Borrowing Subsidiary otherwise agree). From
and after the date upon which all such Local Loans and Acceptances are repaid
(together with accrued interest and other amounts owing to such Local Fronting
Lender on account thereof), such Local Fronting Lender shall cease to be a
"Local Fronting Lender" with respect to such Denomination Currency.

(c) In the event that the Local Fronting Lender with respect to any Denomination
Currency shall cease to serve as such pursuant to subsection 6.7(a) or (b), the
Company (on its own behalf and as agent of the relevant Local Borrowing
Subsidiary) may designate another Multi-Currency Lender reasonably acceptable to
the Administrative Agent to serve as "Local

<PAGE>
                                                                              57

Fronting Lender" with respect to such Denomination Currency; provided that no
Multi-Currency Lender shall be so designated without its agreement (in its sole
discretion) to serve as the "Local Fronting Lender" with respect to such
Denomination Currency hereunder. Upon any such designation and the receipt by
the Administrative Agent of a Local Fronting Lender Joinder Agreement, duly
executed and delivered by such designated Local Fronting Lender, such
Multi-Currency Lender shall be deemed to be the "Local Fronting Lender" with
respect to such Denomination Currency for all purposes under this Agreement and
the other Credit Documents.

         (d) During any period when no substitute Local Fronting Lender has been
duly appointed in accordance with the terms of subsection 6.7(c), the right of
the Borrowers to borrow in such Denomination Currency shall be suspended.

         6.8. Reports. (a) Each Local Fronting Lender shall deliver to the
Administrative Agent on the first Business Day of each calendar week and on the
first Business Day of each calendar month (and at any time and from time to time
when the Administrative Agent may so request) a statement, substantially in the
form of Exhibit S-1, showing (i) the aggregate principal amount of Local Loans
in the relevant Denomination Currency outstanding from such Local Fronting
Lender as of the close of business on each Business Day during the prior week
(or portion thereof), (ii) the aggregate principal amount of Local Loans in
Dollars outstanding from such Local Fronting Lender as of the close of business
on each Business Day during the prior week (or portion thereof), (iii) the
aggregate undiscounted face amount of Acceptances outstanding from such Local
Fronting Lender as of the close of business on each Business Day during the
prior week (or portion thereof) and (iv) such other matters as are contained
therein. The Administrative Agent hereby agrees to deliver a copy of each such
statement to the Company promptly following its receipt thereof and of any such
statement to any Multi-Currency Lender promptly upon its request therefor.

         (b) Promptly following any change in the Currency Sublimit in effect
for any Local Fronting Lender, the Administrative Agent shall deliver to such
Local Fronting Lender a statement indicating the new Currency Sublimit in effect
for such Local Fronting Lender.

         6.9. Bankers' Acceptances. (a) Notwithstanding anything to the contrary
contained herein, any Local Fronting Lender may agree (in its sole discretion
from time to time) to create bankers' acceptances under its Currency Sublimit by
way of the acceptance and discount of Drafts (the "Acceptances") pursuant to
this subsection 6.9; provided that no Local Fronting Lender shall have any
obligation to create and/or discount Acceptances, regardless of any prior
practice of doing so for the account of such Local Borrowing Subsidiary. Any
Acceptances created pursuant to this subsection 6.9 shall be denominated in the
Denomination Currency for the relevant Local Fronting Lender (and not in
Dollars), and shall be for such tenor and in such amount as may be mutually
agreed upon by the relevant Local Fronting Lender and Local Borrowing
Subsidiary; provided that in no event shall any Acceptance mature after the date
which is 30 days prior to the Termination Date.

         (b) Unless the relevant Local Borrowing Subsidiary and Local Fronting
Lender otherwise agree, the relevant Local Borrowing Subsidiary shall give to
the relevant Local Fronting Lender not less than two Business Days' prior
written notice of its intent to borrow by way of Acceptances from any Local
Fronting Lender which has agreed to accept and discount

<PAGE>
                                                                              58

Drafts for the account of such Local Borrowing Subsidiary, which notice shall be
accompanied by (i) a Draft which has been completed, executed and delivered by a
duly authorized officer of such Local Borrowing Subsidiary and (ii) such other
documents, instruments and certificates as such Local Fronting Lender reasonably
may request; provided that, after giving effect to the creation of such
Acceptance, the Local Outstandings owing to such Local Fronting Lender shall not
exceed the amount equal to its Currency Sublimit then in effect. On the
requested borrowing date, the relevant Local Fronting Lender will accept such
Draft and discount such accepted Draft in accordance with the provisions of
subsection 6.9(c).

         (c) Any Local Fronting Lender may, in its sole discretion, elect to
discount Drafts of the relevant Local Borrowing Subsidiary on the date upon
which such Local Fronting Lender accepts such Drafts by discounting such Draft
at the rate per annum equal to the Local Rate (which may be a different rate
than the Local Rate then payable on account of Local Loans in such Denomination
Currency) then in effect plus the Applicable Margin then in effect for Local
Rate Loans; provided that, unless the relevant Local Fronting Lender and Local
Borrowing Subsidiary otherwise agree, such discount shall be calculated by,
first, discounting the aggregate face amount of such Draft at the rate per annum
equal to the Local Rate then in effect and, second, discounting the result
thereof at the rate per annum equal to the Applicable Margin then in effect for
Local Rate Loans. Promptly following such discounting (and, in any event, on the
date thereof), such Local Fronting Lender shall make available to such Local
Borrowing Subsidiary the amount equal to the discounted face amount of such
Draft in the manner in which such Local Fronting Lender makes available Local
Loans pursuant to subsection 6.3.

         (d) Each Local Borrowing Subsidiary hereby unconditionally agrees to
pay to the relevant Local Fronting Lender the aggregate, undiscounted face
amount of each Draft accepted by such Local Fronting Lender hereunder on the
maturity date thereof (or on such earlier date upon which the obligations of
such Local Borrowing Subsidiary under this Agreement shall become or shall have
been declared due and payable pursuant to the terms and conditions of this
Agreement). Interest shall accrue on any amount owing pursuant to this
subsection 6.9(d) which is not paid when due (whether by scheduled maturity,
mandatory prepayment, acceleration or otherwise) from the date such amount
becomes due until paid in full at a fluctuating rate per annum equal to the rate
which would then be payable on any overdue Local Rate Loans and shall be payable
by such Local Borrowing Subsidiary upon demand by such Local Fronting Lender.

         (e) Each Multi-Currency Lender hereby unconditionally and irrevocably
agrees to purchase undivided participating interests in the Acceptances created
by each Local Fronting Lender in accordance with the provisions of subsection
6.4.

         (f) Notwithstanding anything to the contrary contained herein, the
indefeasible prepayment by the relevant Local Borrowing Subsidiary to the
relevant Local Fronting Lender of all or a portion of any outstanding Acceptance
shall be deemed to constitute a prepayment of such portion of such Acceptance
for all purposes hereunder, regardless of whether the relevant Local Fronting
Lender has distributed such amount to the holder of the underlying Draft.

         6.10. Use of Proceeds of Local Loans and Acceptances. The proceeds of
the Local Loans and Acceptances hereunder shall be used by the relevant Borrower
for the purpose

<PAGE>
                                                                              59

of refinancing certain outstanding Indebtedness of such Borrower and its
Subsidiaries under the Existing Agreement and for general corporate purposes of
such Borrower and its Subsidiaries.

6.11. Existing Local Loans and Acceptances. Each Local Fronting Lender party
hereto which also is a Local Fronting Lender under (and as defined in) the
Existing Agreement hereby acknowledges that the identity of the Lenders who have
agreed to purchase participating interests in any Local Loans and Acceptances
made by such Local Fronting Lender under the Existing Agreement which are
outstanding on the Closing Date (and the ratable interest of such Lenders in
such Local Loans) will be modified on the Closing Date. Each Local Fronting
Lender hereby acknowledges and agrees that, from and after the Closing Date, it
shall be entitled to seek the purchase of participating interests pursuant to
subsection 6.4 only from the Multi-Currency Lenders hereunder and only in
accordance with their respective Commitment Percentages of the Aggregate
Multi-Currency Commitment, with any Lender who has agreed to purchase a
participating interest in such Local Loans and Acceptances pursuant to the
Existing Agreement being hereby released from such obligation to the extent that
it does not hold a Multi-Currency Commitment hereunder.



SECTION 7.             PROVISIONS RELATING TO CERTAIN EXTENSIONS OF
                            CREDIT; FEES AND PAYMENT

         7.1. Voluntary Termination or Reduction of Aggregate Commitment. The
Company (on its own behalf and as agent for the Local Borrowing Subsidiaries)
shall have the right at any time, upon not less than five Business Days' notice
to the Administrative Agent, to terminate or, from time to time, permanently
reduce any Commitment, subject to the provisions of subsections 7.8(g) and 7.12,
with any such voluntary reduction (a) being in an amount equal to $5,000,000 or
a whole multiple of $1,000,000 in excess thereof and (b) reducing permanently
the amount of such Commitment then in effect.

         7.2. Optional Prepayments. (a) The Company may, subject to subsection
7.12, at any time and from time to time, prepay any Term Loans, Revolving Credit
Loans and Swing Line Loans borrowed by it which are then outstanding, in whole
or in part, without premium or penalty, upon at least three Working Days'
irrevocable notice to the Administrative Agent, in the case of Eurodollar Loans
or Eurocurrency Loans and one 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,
(iii) whether the prepayment is of Term Loans, Revolving Credit Loans or Swing
Line Loans or a combination thereof, and, if of a combination thereof, the
amount of prepayment allocable to each and (iii) whether the prepayment is of
Eurodollar Loans, Eurocurrency 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 and Eurocurrency
Loans, each Tranche thereof). 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 subsection 7.2 shall be in an amount equal
to $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, in the
case

<PAGE>
                                                                              60

of Swing Line Loans, $500,000 or a whole multiple of $100,000 in excess thereof)
and shall comply with subsection 7.8(g). Any such optional prepayments of the
Term Loans shall be applied to the remaining installments thereof in inverse
order of their scheduled maturities (to be applied first to the payment due
under subsection 2.4(b)).

         (b) The Company and each Local Borrowing Subsidiary may, subject to
subsection 7.12, at any time and from time to time, prepay any Local Loans
borrowed by it or Acceptances created for its account which are then
outstanding, in whole or in part, without premium or penalty, upon at least
three Working Days' irrevocable notice to the relevant Local Fronting Lender
(with a copy to the Administrative Agent), in the case of Eurodollar Loans or
Eurocurrency Loans, and two Business Days' irrevocable notice to such Local
Fronting Lender, in the case of Alternate Base Rate Loans, Local Rate Loans or
Acceptances, specifying (i) the date and amount of such prepayment, (ii) whether
the amounts prepaid are on account of Acceptances or Local Loans (and, if on
account of Local Loans, whether such Local Loans to be prepaid are denominated
in Dollars or in a Denomination Currency, as the case may be) or a combination
thereof, and, if a combination thereof, the amount of prepayment allocable to
each and (iii) whether the prepayment is of Eurodollar Loans or Alternate Base
Rate Loans (in the case of any prepayment of any such Loans denominated in
Dollars) or Eurocurrency Loans or Local Rate Loans (otherwise) or (in either
case) a combination thereof, and, if of a combination thereof, the amount of
prepayment allocable to each (and, with respect to such Eurodollar Loans,
Eurocurrency Loans or, to the extent applicable, Local Rate Loans, each Tranche
thereof); provided, however, that Local Loans borrowed by way of overdrafts may
be repaid on same-day notice without regard to any minimum amount of repayment
required by this subsection 7.2(b), with any deposit of funds (whether by
clearance of a check, receipt of a wire transfer or otherwise) in the account of
the relevant Local Borrowing Subsidiary maintained by the Local Fronting Lender
with respect to such overdrafts being deemed to constitute such notice of
prepayment. If any such notice is given, the relevant Local Borrower will make
the prepayment specified therein, and such prepayment shall be due and payable
on the date specified therein. Each partial prepayment of the Local Loans
pursuant to this subsection 7.2 shall be in such minimum amount as may be
mutually agreed upon by the relevant Local Fronting Lender and the relevant
Borrower and shall comply with subsection 7.8(g); provided that in no event
shall such minimum amount be greater than $500,000 or the Equivalent thereof in
the relevant Denomination Currency.

         7.3. Mandatory Prepayments. (a) If, at any time and from time to time,
the Aggregate Outstanding Multi-Currency Extensions of Credit exceed the
Aggregate Multi-Currency Commitment then in effect, the Company and/or the Local
Borrowing Subsidiaries shall immediately repay the Revolving Credit Loans, the
Swing Line Loans, the Local Loans, the Acceptances and/or the L/C Reimbursement
Obligations (and, to the extent necessary, cause the then outstanding Undrawn
L/C Obligations to be Fully Secured) in accordance with the provisions of
subsection 7.5 by the amount equal to such excess.

         (b) If, at any time and from time to time, the sum of (i) the aggregate
outstanding principal amount of Local Loans denominated in Dollars which are
owing by the Local Borrowers to a Local Fronting Lender, (ii) the Equivalent in
Dollars of 105% of the aggregate outstanding principal amount of Local Loans
denominated in the relevant Denomination

<PAGE>
                                                                              61

Currency which are owing by the Local Borrowers to such Local Fronting Lender
and (iii) the Equivalent in Dollars of 105% of the aggregate undiscounted face
amount of Acceptances in the relevant Denomination Currency which are owing by
the relevant Local Borrowing Subsidiary to such Local Fronting Lender, exceeds
the Currency Sublimit for such Local Fronting Lender, such Local Borrowers
shall, within three Business Days, repay the Local Loans and Acceptances owing
by them to such Local Fronting Lender by the amount equal to such excess.

         (c) The Term Loans owing to each Term Loan Lender shall be repaid to
the extent required by subsection 7.5(a); provided that any Term Loan Lender may
elect to waive its right to any payment owing to it pursuant to this subsection
7.3(c) and, if any Term Loan Lender so elects, the amounts otherwise payable to
such Term Loan Lender shall instead be applied ratably to repay the other Term
Loan Lenders.

         (d) On the Termination Date, the Aggregate Commitment shall terminate
and the Borrowers shall cause all Payment Obligations to be Fully Satisfied.

         (e) Unless the Required Lenders otherwise agree, so long as no Default
or Event of Default shall have occurred and is then continuing, the Company
shall promptly (and in any event on the date of receipt by the Company or any
Subsidiary of the Company of such Net Proceeds) prepay Multi-Currency Loans by
an amount equal to (i) 40% of the amount of Net Proceeds received from the
disposition of assets listed in Section 1 of Schedule XV and (ii) 100% of the
amount of Net Proceeds received from the disposition of assets listed in Section
2 of Schedule XV, in each case without a corresponding permanent reduction of
the Aggregate Commitments. For purposes of greater clarity, if a Default or
Event of Default shall have occurred or be continuing on the date of the receipt
by the Company or any Subsidiary of the Company of Net Proceeds in connection
with a disposition of the assets listed on Schedule XV, the Company shall not be
required to prepay Multi-Currency Loans pursuant to this subsection 7.3(e),
provided that the Company shall, notwithstanding anything to the contrary
herein, comply with subsections 7.3(a), 7.3(c) and 7.4 in respect of such Net
Proceeds.

         7.4. Mandatory Commitment Reductions. (a) Unless the Required Lenders
otherwise agree, the Aggregate Commitment shall be promptly (and in any event on
the date of receipt by the Company or any Subsidiary of the Company of such Net
Proceeds) permanently reduced by the amount equal to the amount of Net Proceeds
from any Net Proceeds Event (other than a Net Proceeds Event described in clause
(b), (c) or (d) below) which releases any material collateral provided for in
any Security Document.

         (b) Unless the Required Lenders otherwise agree, the Aggregate
Commitment shall be promptly (and in any event within one Business Day following
receipt by the relevant Person of such Net Proceeds) permanently reduced by the
amount equal to:

         (i) the aggregate amount of Net Proceeds received from Net Proceeds
     Events in respect of the incurrence by Revlon, the Company or any of its
     Subsidiaries of Indebtedness for borrowed money;

         (ii) the amount equal to the portion of the aggregate amount of Net
     Proceeds (other than the Net Proceeds with respect to Net Proceeds Events
     constituting Resale

<PAGE>
                                                                              62

     Transactions or constituting the disposition of assets listed on Schedule
     XV) received by the Company and its Subsidiaries from all Net Proceeds
     Events in respect of the sale, lease, transfer or other disposition of
     assets of the Company and its Subsidiaries (including, without limitation,
     any primary issuance and sale of equity securities) which does not release
     material collateral provided for in any Security Document; provided,
     however, that (x) no such reduction of the Aggregate Commitment shall be
     required pursuant to this subsection 7.4(b)(ii) during any year ending on
     an anniversary of the date hereof to the extent that the aggregate amount
     of such Net Proceeds, together with all other Net Proceeds described in
     this subsection 7.4(b)(ii) received during such year, is less than
     $10,000,000 or the Equivalent in any other currency thereof and (y) for
     purposes of this subsection 7.4(b)(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 date hereof does not exceed $15,000,000, except to the extent
     that, as a result of such Net Proceeds not being so included, any such Net
     Proceeds would be required to be used to repurchase any of the Indebtedness
     issued under the Indentures pursuant to the asset sale covenants contained
     therein;

         (iii) the amount equal to the aggregate amount of Net Proceeds received
     by the Company and its Subsidiaries from any Net Proceeds Events (other
     than (i) those otherwise described in this subsection 7.4 and (ii) a Net
     Proceeds Event constituting a disposition of assets listed on Schedule XV)
     of the Company and its Subsidiaries; and

         (c) Unless the Required Lenders otherwise agree, so long as no Default
or Event of Default shall have occurred and is then continuing, the Aggregate
Commitment shall be promptly (and in any event on the date of receipt by the
Company or any Subsidiary of the Company of such Net Proceeds) permanently
reduced by the amount equal to 60% of the amount of Net Proceeds received from
the disposition of the assets listed on Section 1 of Schedule XV;

         (d) Notwithstanding anything to the contrary set forth in this
subsection 7.4., so long as no Default or Event of Default shall have occurred
and is then continuing, the Aggregate Commitments shall not be reduced by the
amount of any Net Proceeds used to prepay the Loans pursuant to subsection
7.3(e) in connection with the disposition of assets listed on Schedule XV; and

         (e) If, any Borrower would incur costs pursuant to subsection 7.12 as a
result of any payment due pursuant to subsection 7.3 which result from any
commitment reduction required to be made pursuant to this subsection 7.4, such
Borrower may deposit the amount of such payment with the Administrative Agent,
for the benefit of the relevant Lenders, in a cash collateral account, until the
end of the applicable Interest Period at which time such payment shall be made
(provided that such deposit does not violate any provision of any Indenture).
Each Borrower hereby grants to the Administrative Agent, for the benefit of such
Lenders, a security interest in all amounts in which such Borrower 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 such Borrower
hereby acknowledges and agrees are vested exclusively in the Administrative
Agent) to exercise dominion or control over any such amounts.


<PAGE>
                                                                              63

         (f) Upon the issuance of any letter of credit permitted by subsection
11.2(r) and for so long as it remains outstanding, the Aggregate Multi-Currency
Commitment (and the commitment of the Issuing Lenders pursuant to subsection
5.1(a)) shall be reduced (but not, in either case, permanently) by an amount
equal to the aggregate amount of such Indebtedness (with such amount, in the
case of any such letter of credit denominated in any currency other than
Dollars, being deemed to be the Equivalent in Dollars thereof (as calculated on
the date of issuance of such letter of credit and on the last day of each
calendar month thereafter)).

         7.5. Application of Payments and Commitment Reductions. (a) Any
reduction of the Aggregate Commitment required pursuant to subsection 7.4 shall
be applied (i) ratably to the repayment of the Term Loans then outstanding and
to a permanent reduction of the Aggregate Multi-Currency Commitment then in
effect and (ii) to the extent that no Term Loans remain outstanding, to a
permanent reduction of the Aggregate Multi-Currency Commitment then in effect.

         (b) To the extent that any reduction of the Aggregate Multi-Currency
Commitment necessitates the prepayment of amounts outstanding thereunder
pursuant to subsection 7.3, such prepayment shall be applied to repay the
Multi-Currency Loans, the Acceptances and/or the L/C Reimbursement Obligations
(and, to the extent necessary, cause the then outstanding Undrawn L/C
Obligations to be Fully Secured), as the Company and the Local Borrowing
Subsidiaries so determine, subject to subsection 7.5(c).

         (c) To the extent that any reduction of the Aggregate Multi-Currency
Commitment necessitates the prepayment of Local Loans and Acceptances
outstanding thereunder pursuant to subsection 7.3, such prepayment shall be
applied, first, to the Local Loans of such Local Borrowers as the Company (on
its own behalf and as agent of the Local Borrowing Subsidiaries) may elect and,
second, to the Acceptances; provided that, during such time as an Event of
Default has occurred and is continuing, such prepayment shall be applied to the
Local Loans and (to the extent relevant) Acceptances of such Local Borrowers as
the Agents may elect.

         (d) Any prepayment of the Term Loans required pursuant to subsection
7.3 or 7.4 shall be applied to the outstanding installments thereof in inverse
order of their scheduled maturities (to be applied first to the payment due
under subsection 2.4(b)).

         7.6. Interest Rate and Payment Dates; Risk Participation Fees; Local
Administrative Fee. (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 day 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) Each Eurocurrency Loan 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 Eurocurrency Rate applicable to the relevant
Denomination Currency for such day plus the Applicable Margin.


<PAGE>
                                                                              64

         (d) Each Local Rate Loan shall bear interest on the unpaid principal
amount thereof at a rate per annum equal to the Local Rate applicable to the
relevant Denomination Currency plus the Applicable Margin.

         (e) If all or a portion of any amount owing hereunder shall not be paid
when due, all of the aggregate unpaid principal amount of the Loans, Acceptances
and unpaid Reimbursement Obligations, and (to the extent permitted by applicable
law) any overdue interest, fees and other amounts due under the Credit
Documents, shall (i) bear interest at a rate per annum of which is equal to 2%
above the rate which would otherwise be applicable thereto pursuant to this
subsection 7.6 (or, if no such rate would otherwise be applicable, the Alternate
Base Rate plus 5 3/4%) and (ii) if such amount is on account of a Eurodollar
Loan or a Eurocurrency Loan, be converted to an Alternate Base Rate Loan or a
Local Rate Loan, as the case may be, at the end of the Interest Period
applicable thereto.

         (f) Interest on each Syndicated 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 Syndicated 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.

         (g) Interest on each Local Loan accrued to but not including each
Interest Payment Date applicable thereto shall be payable in arrears to the
relevant Local Fronting Lender 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
Local 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 Local Fronting Lender's behalf. Interest on each
Local Loan shall be payable to the relevant Local Fronting Lender in the
Denomination Currency applicable to it (or, with respect to Local Loans which
are denominated in Dollars, in Dollars). On each Interest Payment Date
(including, without limitation, each Interest Payment Date with respect to
Acceptances), the Local Fronting Lender shall deliver to the Administrative
Agent, the Company and the relevant Local Borrowing Subsidiary an Interest
Allocation Statement, substantially in the form of Exhibit S-2, and the Company
and the relevant Local Borrowing Subsidiary shall (in the absence of manifest
error) pay the amount specified therein on such Interest Payment Date.

         (h) As promptly as is practicable following each date upon which a
Local Fronting Lender receives a payment of interest under this Agreement on
account of Local Loans and/or Acceptances, such Local Fronting Lender shall
convert into Dollars (at the exchange rate then applicable to it) the amount
equal to (i) the portion of such payment which constitutes the Applicable Margin
thereon (or, with respect to each Multi-Currency Lender which funded the
purchase of a participating interest in such Local Loan or Acceptance pursuant
to subsection 6.4(a), as the case may be, such Multi-Currency Lender's
Multi-Currency Commitment Percentage of the full amount of such interest
payment) minus (ii) 1/4 of 1% per annum on the aggregate undiscounted face
amount of the extensions of credit on account of which such interest payment was
made (which unconverted amount shall be retained by such Local Fronting Lender

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                                                                              65

for its own account). In consideration of the agreement of the Multi-Currency
Lenders to purchase participating interests in the Local Loans and Acceptances,
each Local Fronting Lender hereby agrees to pay to the Administrative Agent, for
the ratable account of each Multi-Currency Lender, a risk participation fee in
the amount equal to the proceeds received by such Local Fronting Lender from
such conversion (other than any such proceeds payable for the account of a
Non-Funding Lender, which proceeds shall be retained by such Local Fronting
Lender for its own account) or, if no such conversion is required, the amount
which would have been converted if such interest had been paid in a Denomination
Currency; provided, however, that, in the event that the Multi-Currency Lenders
have funded the purchase of participating interests in the extensions of credit
on account of which such interest payment was made pursuant to subsection
6.4(a), such Local Fronting Lender shall instead pay to the Administrative
Agent, for the account of each Multi-Currency Lender which has so funded such
purchase, the amount equal to such Multi-Currency Lender's Multi-Currency
Commitment Percentage of the proceeds received by such Local Fronting Lender
from such conversion. Such amount shall be payable to the Administrative Agent
in Dollars on the date upon which such Local Fronting Lender receives the
proceeds of such conversion. For purposes of this subsection 7.6(h), interest
shall be deemed to have been received by the Local Fronting Lender on account of
an Acceptance on the last day of the calendar month in which such Acceptance
matures.

         (i) On each date upon which any Local Borrower pays interest to a Local
Fronting Lender hereunder on account of any Local Loan and on each date upon
which any Acceptance is created by a Local Lender for the account of a Local
Borrower hereunder, such Local Borrower shall pay to such Local Fronting Lender
(for its own account) a local administrative fee in the amount equal to 1/4 of
1% per annum on the aggregate principal amount of the Local Loans with respect
to which such interest is being paid or on the aggregate undiscounted face
amount of such Acceptance, as the case may be.

         7.7. Letter of Credit Fees, Commissions and Other Charges. (a) The
Company shall pay to the Administrative Agent, for the account of the relevant
Issuing Lender and the applicable L/C Participants with respect to each Letter
of Credit, a letter of credit commission with respect to such Letter of Credit
in an amount per annum equal to (i) the Applicable Margin applicable to
Eurodollar Loans on the date of payment of such letter of credit commission (of
which 1/4 of 1% per annum shall be for the account of the relevant Issuing
Lender and the remainder of such fee shall be for the accounts of the relevant
L/C Participants and such Issuing Lender to be shared ratably among them in
accordance with their respective Multi-Currency Commitment Percentages) times
(ii) the undrawn face amount of such Letter of Credit; provided that in no event
shall such letter of credit commission in respect of any Commercial Letter of
Credit be less than the amount which would be paid in respect of such Commercial
Letter of Credit if it had a tenor of 120 days.

         (b) Letter of credit commissions which are payable pursuant to clause
(a) above shall be non-refundable and shall be payable to the Administrative
Agent in arrears on account of the period from the issuance date with respect to
such Letter of Credit through the day immediately preceding the next L/C Fee
Payment Date (or, if earlier, the expiry date for such Letter of Credit) and on
each succeeding L/C Fee Payment Date on account of the period from

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                                                                              66

such L/C Fee Payment Date through the day immediately preceding the next L/C Fee
Payment Date (or, if earlier, the expiry date for such Letter of Credit).

         (c) In addition to the foregoing fees and commissions, the Company
shall pay or reimburse the relevant Issuing Lender directly (and not through the
Administrative Agent) in respect of each Letter of Credit for such normal and
customary costs and expenses as are incurred or charged by such Issuing Lender
in issuing, effecting payment under, amending or otherwise administering any
Letter of Credit issued by it.

         (d) The Administrative Agent shall pay to each applicable L/C
Participant and the relevant Issuing Lender all fees and commissions (including,
without limitation, any fees and commissions paid to the Administrative Agent
for the account of each such L/C Participant and such Issuing Lender on the
issuance date of any Letter of Credit) received from time to time by the
Administrative Agent for their respective accounts pursuant to this subsection
7.7 within one day following each L/C Fee Payment Date.

         7.8. Conversion Options, Minimum Tranches and Maximum Interest Periods.
(a) The Borrowers may elect from time to time to convert outstanding Syndicated
Loans from Eurodollar Loans to Alternate Base Rate Loans by giving the
Administrative Agent at least one Business Day's prior irrevocable notice of
such election. The Borrowers may elect from time to time and at any time to
convert outstanding Syndicated Loans from Alternate Base Rate Loans to
Eurodollar Loans by giving the Administrative Agent at least three Working Days'
irrevocable notice of such election; provided that no Syndicated Loan may be
converted into a Eurodollar Loan when any Event of Default has occurred and is
continuing and the Administrative Agent has or the Required Lenders have
determined that such a conversion is not appropriate. Upon receipt of such
notice, the Administrative Agent shall promptly notify each affected Syndicated
Lender thereof. On the date on which such conversion is being made, each such
affected Syndicated Lender shall take such action as is necessary to effect such
conversion. All or any part of the outstanding Syndicated Loans may be converted
as provided herein.

         (b) Any Syndicated 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 Working Days' irrevocable notice for
continuation thereof; provided that no such Eurodollar Loan may be continued as
such when any Event of Default has occurred and is continuing and the
Administrative Agent has or the Required Lenders have determined that such a
continuation is not appropriate, and, instead, such Eurodollar Loans shall be
automatically converted to an Alternate Base Rate Loan on the last day of the
Interest Period for which a Eurodollar Rate was determined by the Administrative
Agent prior to the Administrative Agent's obtaining knowledge of such Default or
Event of Default. The Administrative Agent shall notify each affected Syndicated
Lender promptly that such automatic conversion shall occur.

         (c) Each Borrower may elect from time to time to convert outstanding
Local Loans from Eurodollar Loans to Alternate Base Rate Loans (in the case of
Local Loans which are in Dollars) by giving (or causing the Company to give) the
relevant Local Fronting Lender at least two Business Days' prior irrevocable
notice of such election. Each Local Borrower may elect from time to time to
convert outstanding Local Loans from Eurocurrency Loans to Local Rate Loans (in
the case of Local Loans which are in a Denomination Currency) by giving (or

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                                                                              67

causing the Company to give) the relevant Local Fronting Lender at least two
Business Days' prior irrevocable notice of such election. Each Borrower may
elect from time to time and at any time to convert outstanding Local Loans from
Alternate Base Rate Loans to Eurodollar Loans (in the case of Local Loans which
are in Dollars) by giving (or causing the Company to give) the relevant Local
Fronting Lender at least three Working Days' irrevocable notice of such
election; provided that no Alternate Base Rate Loans may be converted to
Eurodollar Loans when any Event of Default has occurred and is continuing and
the Administrative Agent has or the Required Lenders have determined that such a
conversion is not appropriate. Each Local Borrower may elect from time to time
and at any time to convert outstanding Local Rate Loans to Eurocurrency Loans
(in the case of Local Loans which are in a Denomination Currency) by giving (or
causing the Company to give) the relevant Local Fronting Lender at least three
Working Days' irrevocable notice of such election; provided that no Local Rate
Loans may be converted to Eurocurrency Loans when any Event of Default has
occurred and is continuing and the Administrative Agent has or the Required
Lenders have determined that such a conversion is not appropriate. Upon receipt
of such notice, such Local Fronting Lender shall promptly notify the
Administrative Agent thereof. On the date on which such conversion is being
made, the relevant Local Fronting Lender shall take such action as is necessary
to effect such conversion. All or any part of the outstanding Local Loans may be
converted as provided herein.

         (d) Any Local Loans which are Eurodollar Loans or Eurocurrency Loans or
(to the extent applicable) Local Rate Loans may be continued as such upon the
expiration of an Interest Period with respect thereto by giving the relevant
Local Fronting Lender at least three Working Days' irrevocable notice for
continuation thereof; provided that no such Eurodollar Loan or Eurocurrency Loan
may be continued as such when any Event of Default has occurred and is
continuing and the Administrative Agent has or the Required Lenders have
determined that such a continuation is not appropriate, and, instead, such
Eurodollar Loans shall be automatically converted to Alternate Base Rate Loans
and such Eurocurrency Loans shall be automatically converted to Local Rate Loans
on the last day of the Interest Period for which a Eurodollar Rate or a
Eurocurrency Rate, as the case may be, was determined by the relevant Local
Fronting Lender prior to its obtaining knowledge of such Default or Event of
Default. The Administrative Agent shall notify the relevant Local Fronting
Lenders promptly that such automatic conversion shall occur.

         (e) In the event that a timely notice of conversion or continuation
with regard to Syndicated Loans which are Eurodollar Loans is not given in
accordance with this subsection 7.8, then, unless the Administrative Agent shall
have received timely notice from the Company in accordance with subsection 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) In the event that a timely notice of conversion or continuation
with regard to Local Loans which are Eurodollar Loans or Eurocurrency Loans is
not given in accordance with this subsection 7.8, then, unless the relevant
Local Fronting Lender shall have received timely notice from the relevant
Borrower in accordance with subsection 7.2 that such Eurodollar Loans or
Eurocurrency Loans, as the case may be, are to be prepaid on the last day of
such Interest

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                                                                              68

Period, such Borrower shall be deemed irrevocably to have requested that such
Eurodollar Loans be converted into Alternate Base Rate Loans or such
Eurocurrency Loans be converted into Local Rate Loans, as the case may be, on
the last day of such Interest Period. In the event that a timely notice of
continuation with regard to Local Rate Loans which are subject to an Interest
Period is not given in accordance with this subsection 7.8, then, unless the
relevant Local Fronting Lender shall have received timely notice from the
relevant Borrower in accordance with subsection 7.2 that such Local Rate Loans
are to be converted into Eurocurrency Loans or prepaid on the last day of such
Interest Period, such Borrower shall be deemed irrevocably to have requested
that such Local Rate Loans be continued as such on the last day of such Interest
Period for a new Interest Period which is the shortest such Interest Period
available to such Borrower from the relevant Local Fronting Lender.

         (g) Any borrowing or continuation of Eurodollar Loans or Eurocurrency
Loans, or conversion to or from Eurodollar Loans or Eurocurrency Loans, or
payments or prepayments of Eurodollar Loans or Eurocurrency 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 Syndicated Loans
which are Eurodollar Loans or Eurocurrency Loans shall be $10,000,000 or a whole
multiple (to the extent possible) of $1,000,000 in excess thereof, (ii) the
aggregate principal amount of each Tranche of Local Loans which are Eurodollar
Loans, Alternate Base Rate Loans, Eurocurrency Loans and Local Rate Loans in
each Denomination Currency shall be in such amount as may be mutually agreed
upon by the relevant Local Fronting Lender and the relevant Borrower, (iii) the
aggregate principal amount of all Syndicated Loans which are Alternate Base Rate
Loans (other than Swing Line Loans) shall be $5,000,000 or a whole multiple (to
the extent possible) of $1,000,000 in excess thereof and (v) there shall not be
more than (A) twelve Tranches of Syndicated Loans which are Eurodollar Loans at
any one time outstanding and (B) two Tranches (or such other number of Tranches
as may be mutually agreed upon by the relevant Local Fronting Lender and the
relevant Borrowers) of Local Loans which are Eurodollar Loans, Eurocurrency
Loans and (to the extent that an Interest Period is applicable thereto) Local
Rate Loans in each Denomination Currency at any one time outstanding.

         7.9. Inability to Determine Interest Rate. (a) In the event that the
Administrative Agent or the relevant Local Fronting Lender shall have determined
(which determination, in the absence of manifest error, shall be conclusive and
binding upon each Borrower) that by reason of circumstances affecting the
relevant interbank eurocurrency market, adequate and reasonable means do not
exist for ascertaining the Eurodollar Rate or any relevant Eurocurrency Rate for
any Interest Period with respect to (i) any proposed Loan that the relevant
Borrower has requested be made as Eurodollar Loans or Eurocurrency 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, (iv) a Eurocurrency Loan
that will result from the requested conversion of all or part of the Local Rate
Loans in any Denomination Currency into Eurocurrency Loans, (v) the continuation
of a Eurodollar Loan or a Eurocurrency Loan as such for an additional Interest
Period (any such Loan described in clauses (i), (ii), (iii), (iv) or (v) of this
subsection 7.9(a) being herein called an "Affected Loan"), the Administrative
Agent or the relevant Local Fronting Lender (as the case may be) shall forthwith
give telecopy or telephonic notice of such determination, confirmed in writing,
to the relevant Borrower (with a copy to the

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                                                                              69

Company, the Administrative Agent and any affected Lenders) at least two
Business Days prior to, as the case may be, the borrowing date for such
Eurodollar Loan or Eurocurrency Loan, the conversion date for such Alternate
Base Rate Loan or Local Rate Loan or the last day of the Interest Period
applicable to such Eurodollar Loan or Eurocurrency Loan. Unless the relevant
Borrower shall have notified the Administrative Agent (in the case of any
Syndicated Loan), the relevant Local Fronting Lender (in the case of any Local
Loan) or 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, (x) 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 or (y) any requested
Local Loan which is a Eurocurrency Loan shall be made as a Local Rate Loan,
continued as a Local Rate Loan or converted into a Local Rate Loan. Until any
such notice has been withdrawn by the Administrative Agent or the relevant Local
Fronting Lender, as the case may be, no further Affected Loans shall be made.

         (b) In the event that the Lenders holding the majority of the relevant
Commitment determine that the Eurocurrency Rate determined or to be determined
for such Interest Period will not accurately reflect the cost to them of making
or maintaining any Syndicated Loans that a Borrower has requested that they make
or maintain as, or convert to, Eurodollar Loans or Eurocurrency Loans, as the
case may be, the Administrative Agent shall forthwith give telecopy or
telephonic notice of such determination to such Borrower (with a copy to the
Company, to the extent that the Company is not such Borrower) on or before the
requested borrowing, conversion or continuation date for such Syndicated Loans
or the next succeeding Interest Period with respect thereto. Unless the relevant
Borrower 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.

         7.10. 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
(other than a Local Fronting Lender) to make or maintain Eurodollar Loans or
Eurocurrency Loans as contemplated by this Agreement or to accept deposits in
order to make or maintain such Eurodollar Loans or Eurocurrency Loans, as the
case may be, (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 or Eurocurrency Loans, as the case may
be, shall be suspended forthwith and (iii) such Lender's Syndicated Loans then
outstanding as Eurodollar Loans or Eurocurrency Loans, if any, shall in the case
of Eurodollar Loans or Eurocurrency 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) 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 Local Fronting Lender to make or
maintain Local Loans as Eurodollar Loans in Dollars or Eurocurrency Loans in the
Denomination Currency applicable to it as contemplated by this Agreement or to
accept deposits in order to make or maintain such Eurocurrency Loans,

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                                                                              70

(i) such Local Fronting Lender shall promptly notify the Administrative Agent,
the Company and the relevant Local Borrowing Subsidiary thereof, (ii) the
agreements of such Local Fronting Lender hereunder to make or convert to
Eurodollar Loans or Eurocurrency Loans, as the case may be, shall be suspended
forthwith, (iii) such Local Fronting Lender's Local Loans then outstanding as
(A) Eurocurrency Loans, if any, shall automatically become Local 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) or (B)
Eurodollar Loans, if any, shall 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).

         (c) 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 Multi-Currency Lender to purchase a
participating interest in any Local Loan or Acceptance, such Multi-Currency
Lender shall use reasonable efforts (including reasonable efforts to change the
office in which it is booking such participating interest) to avoid such
prohibition; provided, however, that such efforts shall not cause the imposition
on such Multi-Currency Lender of any additional costs or legal or regulatory
burdens deemed by such Multi-Currency Lender to be material or otherwise be
deemed by such Multi-Currency Lender to be disadvantageous to it or contrary to
its policies. In the event that such efforts are not sufficient to avoid such
prohibition, (i) such Multi-Currency Lender shall be deemed to be a Non-Funding
Lender with respect to such participating interest and the Local Loan or
Acceptance, as the case may be, to which it relates (except that such
Multi-Currency Lender shall not forfeit its voting rights under this Agreement
solely as a result of becoming a Non-Funding Lender pursuant to the provisions
of this clause (d)), (ii) such Multi-Currency Lender shall promptly notify the
Administrative Agent, the relevant Local Fronting Lender, the Company and the
relevant Local Borrowing Subsidiary thereof and (iii) the agreements of such
Local Fronting Lender to make further Local Loans (or, to the extent applicable,
to make further Local Loans upon such interest rate basis) and Acceptances
hereunder shall be suspended forthwith.

         (d) The Company agrees promptly to pay to any Syndicated Lender, and
each Borrower agrees promptly to pay to any Local Fronting Lender, any
additional amounts necessary to compensate such Lender for any costs incurred by
it as a consequence of such Borrower making any repayment in accordance with
this subsection 7.10, 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 or Eurocurrency Loans, as the case may be. A
certificate as to any such costs payable pursuant to this subsection 7.10
submitted by an officer of any Lender, through the Administrative Agent, to the
Company (on its own behalf or as agent of the Borrower) shall be conclusive, in
the absence of manifest error.

         7.11. 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, any Letter of Credit, any Application
     or any Loan, or changes

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                                                                              71

     the basis of taxation of payments to such Lender of principal, commitment
     fee, interest or any other amount payable hereunder (except for (x) 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, (y) taxes resulting from the substitution of any such system by
     another system of taxation, provided 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, the Eurocurrency Rate or the Local
     Loan Rate and (z) taxes imposed by way of deduction or withholding, which
     shall be exclusively governed by subsection 7.13);

         (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, the Eurocurrency Rate or the Local
     Loan Rate, as the case may be, 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 (including, without limitation, Acceptances) or issuing or participating
in Letters of Credit or to reduce any amount receivable by it in respect of its
Eurodollar Loans, Eurocurrency Loans or Local Rate Loans, then, in any such
case, the relevant Borrower 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
(including, without limitation, its participating interests in Letters of
Credit, Acceptances and Local Loans), its Notes or its Loans after taking into
account any amounts paid or payable pursuant to subsection 7.13(a). If a Lender
becomes entitled to claim any additional amounts pursuant to this subsection
7.11(a), it shall promptly notify the relevant Borrower, 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 relevant Borrower 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 or under any Acceptance or
Letter of Credit to a level below that which such Lender could have achieved but
for such adoption, change or compliance

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                                                                              72

(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 relevant Borrower of a written request therefor,
such Borrower shall promptly pay to such Lender such additional amount or
amounts as will compensate such Lender for such reduction.

         (c) The agreements in this subsection 7.11 shall survive the
termination of this Agreement and payment of the Loans, the Notes, the Drafts,
the Reimbursement Obligations and all other amounts payable hereunder.

         7.12. Indemnity. Each Borrower agrees to promptly pay and indemnify
each Lender for, and to hold such Lender harmless from, any loss or expense
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, Eurocurrency Loans or Local Rate Loans (including, without limitation,
its participating interests therein) as a consequence of (a) any default by such
Borrower in borrowing such Eurodollar Loans, Eurocurrency Loans or Local Rate
Loans after such Borrower has given a notice in respect thereof or (b) any
default by such Borrower in converting (i) Alternate Base Rate Loans to
Eurodollar Loans or Eurocurrency Loans, (ii) Eurocurrency Loans to Local Rate
Loans or (iii) Local Rate Loans to Eurodollar Loans or Eurocurrency Loans, after
such Borrower has given a notice in respect thereof or (c) any failure by such
Borrower to prepay Eurodollar Loans, Eurocurrency Loans or Local Rate Loans, as
the case may be, after such Borrower has given notice in respect thereof or (e)
any payment, prepayment (whether optional or mandatory) or conversion (whether
optional or mandatory) of any Eurodollar Loan or Eurocurrency Loan (or, to the
extent applicable, Local Rate Loan) by such Borrower on a day which is not the
last day of an Interest Period with respect thereto. Without limiting the effect
of the foregoing, the relevant Borrower agrees to pay to each such Lender an
amount equal to the excess, if any, of (i) the amount of interest which
otherwise would have accrued on the principal amount paid, prepaid or not
borrowed for (A) the period from the date of such payment or prepayment to the
last day of the Interest Period applicable to such Eurodollar Loan or
Eurocurrency Loan (or, to the extent applicable, Local Rate Loan), as the case
may be, or (B) in the case of a failure to borrow or to convert, the Interest
Period applicable to such Eurodollar Loan or Eurocurrency Loan or Local Rate
Loan (or, to the extent applicable, Local Rate Loan), as the case may be, which
would have commenced on the date specified for such borrowing or conversion, at
the applicable rate of interest for such Eurodollar Loan or Eurocurrency Loan
(or, to the extent applicable, Local Rate Loan) provided for herein (exclusive
of any margin applicable thereto) minus (ii) the interest component of the
amount such Lender would have bid in the relevant interbank market in respect of
such Loan (or, in the case of any Local Rate Loans, the funding costs of the
relevant Local Fronting Lender) if such Loan were to be made on the date of such
payment, prepayment, failure to borrow or failure to convert, as the case may
be. A certificate as to any additional amounts payable pursuant to this
subsection 7.12 submitted by an officer of a Lender, through the Administrative
Agent, to the relevant Borrower shall be conclusive, absent manifest error. The
agreements in this subsection 7.12 shall survive termination of this Agreement
and payment of the Loans, the Notes, the Drafts, the Reimbursement Obligations
and all other amounts payable hereunder.


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                                                                              73

         7.13. Taxes. (a) All payments made by each Borrower 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 Documentation Agent, the
Syndication Agent and each Lender, income and franchise taxes imposed on the
Administrative Agent, the Documentation Agent, the Syndication 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
Documentation Agent, the Syndication 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, but not excluding any such tax imposed on or with
respect to a Multi-Currency Lender that is required to be withheld by a Local
Fronting Lender or Borrower with respect to any payments due to a Multi-Currency
Lender from such Local Fronting Lender or Borrower pursuant to this Agreement
(all such non-excluded taxes being called "Taxes"). If any Taxes are required to
be withheld from any amounts payable to the Administrative Agent, the
Documentation Agent, the Syndication Agent or any Lender hereunder, under the
Notes or in respect of any Draft or Letter of Credit, the amounts so payable to
it shall (without any obligation on the part of any Borrower to pay such amounts
ratably in accordance with the provisions of subsection 7.16) be increased to
the extent necessary to yield to the Administrative Agent, the Documentation
Agent, the Syndication Agent or such Lender (after payment of all 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 Taxes are
payable by a Borrower, as promptly as possible thereafter, such Borrower shall
send to the Administrative Agent, for its own account or for the account of the
Documentation Agent, the Syndication Agent or such Lender, as the case may be, a
certified copy of an original official receipt showing payment thereof. If any
Borrower fails to pay any Taxes when due to the appropriate taxing authority or
fails to remit to the Administrative Agent the required receipts or other
required documentary evidence, such Borrower shall indemnify the Administrative
Agent, the Documentation Agent, the Syndication Agent and the Lenders for any
incremental taxes, interest or penalties that may become payable by the
Administrative Agent, the Documentation Agent, the Syndication Agent or any
Lender as a result of any such failure. For purposes of this Section 7.13 all
payments made by a Local Fronting Lender pursuant to this Agreement shall be
treated as if such payments were made by the relevant Borrower.

         (b) 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 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
Syndicated Lender which itself is not incorporated under the laws of the United
States of America or a state thereof 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:

                  (x) (i) prior to the Closing Date, 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

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                                                                              74

         case may be, certifying in each case that such Syndicated Lender is
         entitled to receive all payments under this Agreement, the Notes and
         the Drafts payable to it, without deduction or withholding of any
         United States federal income taxes;

                  (ii) deliver to the Company and the Administrative Agent two
         further copies of the said 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

                  (iii) use its best efforts to obtain such extensions or
         renewals thereof as may reasonably be requested by the Company,
         certifying that such Syndicated Lender is entitled to receive payments
         under this Agreement without deduction or withholding of any United
         States federal income taxes; or

                  (y) in the case of any Term Loan Lender that is not a "bank"
     within the meaning of Section 881(c)(3)(A) of the Code or a "10-percent
     shareholder" within the meaning of Section 881(c)(3)(B) 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 or a "10-percent shareholder" within the meaning
     of Section 881(c)(3)(B) 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 U-1 hereto (any such certificate a "U.S. Tax Compliance
     Certificate") and (B) two accurate and complete original signed copies of
     Internal Revenue Service Form W-8BEN, or successor applicable form
     certifying to such Term Loan Lender'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 Term Loan Lender to an exemption from withholding with
     respect to payments under this Agreement (any Term Loan Lender which
     complies with the requirements of this subsection 7.13(b)(y), a "Qualified
     Foreign Lender");

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 Syndicated Lender from
duly completing and delivering any such form with respect to it

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                                                                              75

and such Syndicated Lender 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 subsection 7.13(a) to the contrary,
the Company shall have no obligation to pay any amount to or for the account of
any Syndicated Lender on account of any Taxes pursuant to subsection 7.13(a)
(including, without limitation, the second sentence thereof) to the extent that
such amount results from (i) the failure of any Lender to comply with its
obligations pursuant to this subsection 7.13(b) (or, in the case of any
Transferee, pursuant to subsection 14.7(g)) or (ii) any representation or
warranty made or deemed to be made by any Syndicated Lender pursuant to this
subsection 7.13(b) (or, in the case of any Transferee pursuant to subsection
14.7(g)) proving to have been incorrect, false or misleading in any material
respect when so made or deemed to be made.

         (c) 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 which might otherwise be payable pursuant to subsection
7.11 or this subsection 7.13; 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.

         (d) In the event that such reasonable efforts pursuant to subsection
7.13(c) are insufficient to avoid all withholding taxes which would be payable
pursuant to this subsection 7.13, then such Lender (the "Taxable Lender") shall
use its best efforts to transfer to any other Lender (which is not subject to
such withholding taxes) its Dollar Loans and its Commitments 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 Dollar Loans and Commitments, the Company may
designate an alternate bank or other financial institution to purchase the
Taxable Lender's Dollar Loans and Commitments and, subject to the approval of
the Administrative Agent (which approval shall not be unreasonably withheld),
the Taxable Lender shall transfer its Dollar Loans and Commitments to such
alternate bank or other financial institution and such alternate bank or other
financial institution shall become a Lender hereunder.

         (e) The agreements in this subsection 7.13 shall survive termination of
this Agreement and payment of the Loans, the Notes, the Drafts, the
Reimbursement Obligations and all other amounts payable hereunder.

         7.14. Commitment Fee. (a) The Company agrees to pay to the
Administrative Agent, for the account of each Multi-Currency Lender, a
commitment fee from and including the Closing Date in the amount equal to the
Commitment Fee Rate on the amount equal to the Multi-Currency Commitment
Percentage of such Multi-Currency Lender times the sum of (i) average daily
Available Multi-Currency Commitment (without reduction for any amount of Swing
Line Loans from time to time outstanding and without reduction for any reduction
of the Aggregate Multi-Currency Commitment pursuant to subsection 7.4(f)) during
the period for which such fee is payable and (ii) the average daily amount by
which the sum of the Currency Sublimits exceeds the sum of the Equivalent in
Dollars (calculated on the last day of the fiscal quarter for which payment is
due) of the aggregate principal amount of Local Loans and the aggregate,

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                                                                              76

undiscounted face amount of Acceptances outstanding on each day during the
period for which such fee is payable.

         (b) Each commitment fee owing pursuant to this subsection 7.14 shall be
payable, in arrears, (x) for each fiscal quarter of the Company (or portion
thereof) following the Closing Date, on the date which is two Business Days
following the last day of each such fiscal quarter (commencing on December 31,
2001); provided, that if the Company shall not have received from the
Administrative Agent the documentation supporting calculations of such
commitment fee prior to such date, then, on the date which is two Business Days
after the date of the Company's receipt from the Administrative Agent of such
supporting documentation and (y) on the last day of the Commitment Period.

         7.15. Computation of Interest and Fees. (a) Interest in respect of the
Alternate Base Rate Loans bearing interest at a rate based upon the Prime Rate,
Letter of Credit commissions and commitment fees 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 Local Rate Loans and Acceptances shall be calculated
on the basis of a 365 or 366-day year, as the case may be, for the actual days
elapsed or on such other basis as may be agreed from time to time by the
relevant Local Fronting Lender and the relevant Borrowers to reflect customary
practices in the relevant jurisdiction. Interest in respect of the Alternate
Base Rate Loans bearing interest at a rate based upon the Federal Funds
Effective Rate, the Eurodollar Loans and the Eurocurrency Loans shall be
calculated on the basis of a 360-day year for the actual days elapsed (or, in
the case of Eurocurrency Loans, such other basis as may be agreed from time to
time by the relevant Local Fronting Lender and the relevant Borrower to reflect
customary practices in the relevant jurisdiction). The Administrative Agent
will, as soon as practicable, notify the Company and the Syndicated Lenders of
each determination of a Eurodollar Rate with respect to Syndicated Loans and of
any change in the Alternate Base Rate with respect to Syndicated Loans and the
effective date thereof. Each Local Fronting Lender will, as soon as practicable,
notify the relevant Borrower and the Administrative Agent of each determination
of a Eurocurrency Rate for its Denomination Currency, of a Eurodollar Rate for
its Local Loans which are Dollar Loans, of any change in the Local Rate for its
Denomination Currency, of any change in the Alternate Base Rate for its Local
Loans which are Dollar Loans and (in each case) the effective date thereof. Any
change in the interest rate on a Syndicated Loan which is an Alternate Base Rate
Loan resulting from a change in the Alternate Base Rate due to a change in the
Prime Rate or Federal Funds Effective Rate shall become effective as of the
opening of business on the day on which such change in the Prime Rate or Federal
Funds Effective Rate, as the case may be, shall become effective. Any change in
the interest rate on a Local Loan which is an Alternate Base Rate Loan resulting
from a change in the Alternate Base Rate shall become effective as of the
opening of business in the jurisdiction of the local lending office of the
relevant Local Fronting Lender on the day on which such change shall become
effective. Any change in the interest rate on a Local Rate Loan resulting from a
change in the Local Rate shall become effective as of the opening of business on
the day on which such change in the Local Rate shall become effective.

         (b) Except as set forth in subsection 7.9, each determination of an
interest rate by the Administrative Agent or the Local Fronting Lender, as the
case may be, pursuant to any

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                                                                              77

provision of this Agreement shall be conclusive and binding on the relevant
Borrower and the Lenders, in the absence of manifest error.

         7.16. Pro Rata Treatment and Payments. (a) Each borrowing by the
Company of Term Loans shall be made ratably from the Term Loan Lenders in
accordance with the respective Term Loan Commitment Percentages thereof. Each
borrowing by the Company of Revolving Credit Loans, and each purchase by the
Multi-Currency Lenders of participating interests in Local Loans and
Acceptances, shall be made ratably from the Multi-Currency Lenders in accordance
with the respective Multi-Currency Commitment Percentages thereof. Each
borrowing by any Local Borrower of Local Loans and Acceptances shall be made
from the Local Fronting Lender with respect to the relevant Denomination
Currency.

         (b) Whenever any payment received by the Administrative Agent under
this Agreement or any Note is insufficient to pay in full all amounts then due
and payable to the Administrative Agent and the Lenders under this Agreement,
the Notes and the Drafts:

         (i) If the Administrative Agent has not received a Payment Sharing
     Notice (or if the Administrative Agent has received a Payment Sharing
     Notice but the Event of Default specified in such Payment Sharing Notice
     has been cured or waived in accordance with the provisions of subsection
     14.1), such payment shall be distributed by the Administrative Agent and
     applied by the Administrative Agent and the Lenders in the following order:
     first, to the payment of fees and expenses due and payable to the
     Administrative Agent under and in connection with this Agreement; second,
     to the payment of all expenses due and payable under subsection 14.6,
     ratably among the Lenders in accordance with the aggregate amount of such
     payments owed to each such Lender; third, to the ratable payment of fees
     due and payable under subsection 7.14 and to the payment of letter of
     credit commissions in respect of the Letters of Credit (ratably among the
     Lenders in accordance with the relevant Commitment Percentage of each
     Lender) and to the payment of interest then due and payable on the Loans
     (including, in any event, the payment of the portion of the face amount of
     any Draft which is in excess of the discounted proceeds of the Acceptance
     created therefrom) and under the Notes (ratably in accordance with the
     aggregate amount of interest owed to each such Lender); fourth, to the
     payment of the principal amount of the Loans and the Notes which is, and to
     the payment of any Drafts and Reimbursement Obligations which are, then due
     and payable, ratably among the Lenders in accordance with the aggregate
     principal amount owed to each such Lender (provided that amounts owing to
     the Multi-Currency Lenders shall be applied to the ratable payment of all
     amounts owing in respect of participating interests that are owed to the
     Swing Line Lender, each Issuing Lender and each Local Fronting Lender by
     any Non-Funding Lender before the application of such amounts to other
     obligations owing to the Multi-Currency Lenders pursuant to this clause
     "fourth"); and fifth, to the payment of any other outstanding Payment
     Obligations then due and payable, ratably among the Lenders in accordance
     with the aggregate amount owed to each Lender; and any balance shall be
     returned to the Company (for its own account or as agent for the relevant
     Local Borrowing Subsidiary); or

         (ii) If the Administrative Agent has received a Payment Sharing Notice
     which remains in effect, all payments received by the Administrative Agent
     under this

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                                                                              78

     Agreement or any Note shall be distributed by the Administrative Agent and
     applied by the Administrative Agent and the Lenders in the following order:
     first, to the payment of all amounts described in clauses "first" through
     "third" of the foregoing clause (i), in the order set forth therein;
     second, to the payment of the principal amount of all Loans and Notes, and
     to the payment of any Acceptances and Reimbursement Obligations, regardless
     of whether any such amount is then due and payable, ratably among the
     Lenders in accordance with the aggregate principal amount owed to each such
     Lender (provided that amounts owing to the Multi-Currency Lenders shall be
     applied to the ratable payment of all amounts owing in respect of
     participating interests that are owed to the Swing Line Lender, each
     Issuing Lender and each Local Fronting Lender by any Non-Funding Lender
     before the application of such amounts to other obligations owing to the
     Multi-Currency Lenders pursuant to this clause "second"); and third, to the
     payment of any other Payment Obligations, ratably among the Lenders in
     accordance with the aggregate amount owed to each Lender; and any balance
     shall be returned to the Company (for its own account or as agent for the
     relevant Local Borrowing Subsidiary);

provided, however, that any payments received on account of a Local Loan or an
Acceptance shall be applied to the payment of principal, interest, fees and
other amounts owing on account of such Local Loan or Acceptance, as the case may
be, with any balance after the payment in full of such Local Loan being (to the
extent permitted under applicable law) applied by the Administrative Agent to
other amounts owing hereunder.

         (c) Notwithstanding the provisions of subsection 7.16(b), on any date
when and to the extent that, in the reasonable determination of the
Administrative Agent in its sole discretion, the Borrowers would be able, under
the terms and conditions hereof, to reborrow the amount of such payment (or
otherwise obtain additional extensions of credit) under the Aggregate Commitment
and to satisfy any conditions precedent to such reborrowing (or other extension
of credit), no portion of any such payment shall be distributed to any Lender (a
"Non-Funding Lender") which has (x) failed to make a Loan or Refunded Swing Line
Loan or to purchase (or otherwise make any payment on account of) any
participating interest held by such Non-Funding Lender in any Reimbursement
Obligation, Acceptance or Local Loan or (y) given notice to the Company, any
Local Fronting Lender or the Administrative Agent that it will not make, or that
it has disaffirmed or repudiated any obligation to make, any Loans or Refunded
Swing Line Loans, or to purchase (or otherwise make any payment on account of)
any participating interest held by such Non-Funding Lender in any Reimbursement
Obligation, Acceptance or Local Loan, in any such case by reason of the
provisions of the Financial Institution Reform, Recovery and Enforcement Act of
1989 or otherwise (other than as the result of a good faith belief that the
conditions precedent to borrowing set forth in subsection 9.2 have not been
satisfied).

         (d) All payments (including prepayments) to be made by the Company on
account of principal, interest and fees (other than those relating to Local
Loans and Acceptances) shall be made without set-off or counterclaim and shall
be made to the Administrative Agent for the account of the relevant Lenders (or,
in the case of payments on account of Swing Line Loans, to the Administrative
Agent for the account of the Swing Line Lender) at the office of the
Administrative Agent specified in subsection 14.3, or at such other location as
the

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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 subsection 7.16(b) promptly upon receipt in
like funds as received; provided that payments received by the Administrative
Agent on account of interest or fees on the Local Loans and Acceptances may be
held by the Administrative Agent and distributed to the Multi-Currency Lenders
not less frequently than weekly.

         (e) All payments (including prepayments) to be made by any Local
Borrower on account of principal, interest and fees relating to Local Loans and
Acceptances shall be made without set-off or counterclaim and shall be made to
the Local Fronting Lender to which such amounts are owing at the office of such
Local Fronting Lender specified in Schedule III, or at such other location as
such Local Fronting Lender may direct, on or prior to 1:00 P.M., local time at
the principal lending office of such Local Fronting Lender. Each such payment
shall, to the extent that it is owing on account of Local Loans which are Dollar
Loans, be paid in Dollars and, otherwise, shall be paid in the relevant
Denomination Currency and in immediately available funds. Each Local Fronting
Lender shall give prompt notice to the Administrative Agent of amounts from time
to time received by it hereunder.

         (f) If any payment hereunder (other than payments on Eurodollar Loans
or Eurocurrency 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 or a Eurocurrency 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.

         (g) Unless the Administrative Agent shall have been notified by
telephone, confirmed in writing, by any Syndicated 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 Syndicated Lender has made such amount available to the Administrative
Agent and, in reliance upon such assumption, make available to the relevant
Borrower a corresponding amount. If such amount is made available to the
Administrative Agent on a date after such borrowing date, such Syndicated 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 times (ii) such amount times (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 Syndicated Lender with respect to any
amounts owing under this paragraph (g) shall be conclusive, in the absence of
manifest error. If such amount is not in fact made available to the
Administrative Agent by such Syndicated Lender within three Business Days after
such borrowing date, the Administrative Agent shall be entitled to recover

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                                                                              80

such amount, with interest thereon at the rate per annum then applicable to
Alternate Base Rate Loans hereunder, within eight Business Days after demand,
from the relevant Borrower.

         7.17. Payments on Account of Loans and Fees. All payments and
prepayments hereunder shall be made in accordance with the provisions of
subsection 7.16(d) and (e).

         7.18. Interest Act (Canada). For purposes of the Interest Act (Canada),
whenever any interest under this Agreement on account of Local Loans or
Acceptances which are made in Canada or made to any Local Borrowing Subsidiary
which is organized under the laws of Canada or any Province thereof is
calculated using a rate based upon a year of 360 days, such rate determined
pursuant to such calculation, when expressed as an annual rate, is equivalent to
(x) the applicable rate based upon a year of 360 days, (y) multiplied by the
actual number of days in the calendar year in which the period for which such
interest is payable ends, and (z) divided by 360. The rates of interest
specified in this Agreement are nominal rates and all interest payments and
computations are to be made without allowance or deduction for deemed
reinvestment of interest.


                   SECTION 8. REPRESENTATIONS AND WARRANTIES

            In order to induce the Lenders, the Administrative Agent, the
Documentation Agent and the Syndication Agent to enter into this Agreement and
to make the Loans and to issue or participate in Letters of Credit hereunder,
the Company hereby represents and warrants to each of them that:

         8.1. Corporate Existence. Each Borrower 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

<PAGE>
                                                                              81

so qualify and be in good standing would, in the aggregate, be reasonably
likely to have a Material Adverse Effect.

         8.2. Corporate Power. (a) Each Borrower has the corporate power,
authority and legal right to execute, deliver and perform this Agreement, the
Applications, the Notes, the Drafts and the Security Documents to which it is a
party and to borrow hereunder, and it has taken as of the Closing Date all
necessary corporate action to authorize its borrowings on the terms and
conditions of this Agreement and to authorize the execution, delivery and
performance of this Agreement, the Applications, the Notes, the Drafts and the
Security Documents to which it is a party.

         (b) No consent of any other Person (including, without limitation,
stockholders or creditors of any Borrower 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, the Applications, the Notes, the Drafts and
the Security Documents to which any Borrower is a party by or against such
Borrower, except for (i) filing of the amendment to the Oxford Mortgage referred
to in subsection 9.1(f), (ii) any filings required under the Uniform Commercial
Code, (iii) any filings required to be made with the United States Patent and
Trademark Office and the United States 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 or assets of Foreign Subsidiaries, (v) with respect to any consent
required or purportedly required in connection with the execution, delivery and
performance of any Security Document, any such consents the absence of which, in
the aggregate, would not be reasonably likely to have a material adverse effect
on the value of such category of the Collateral and (vi) any consents, licenses,
permits, approvals or authorizations, exemptions, registrations, filings or
declarations that have already been obtained and remain in full force and
effect.

         (c) This Agreement has been, and the Notes, the Drafts, the
Applications and the Security Documents to which it is a party will be, executed
and delivered by a duly authorized officer of each Borrower. This Agreement
constitutes, and the Notes, the Drafts, the Applications and the Security
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 Borrower, 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.

         8.3. No Legal Bar to Loans. The execution, delivery and performance by
each Borrower of this Agreement, the Notes and the Drafts to which it is a
party, and by each Borrower and each of its Subsidiaries of each Security
Document to which it is a party, will not violate any Contractual Obligation or
material Requirement of Law to which such Borrower or any of its Subsidiaries is
a party, or, to the best knowledge of the Company, any Parent of the Company is
a party or by which such Borrower or any of its Subsidiaries or, to the best
knowledge of the Company, any Parent of the Company or any of their respective
material

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                                                                              82

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 Collateral Agency Agreement) on any of their respective
material properties or assets pursuant to the provisions of any Contractual
Obligation.

         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 Borrower, threatened
against it, any of its Subsidiaries or Revlon, or any of its or their properties
or assets, (a) with respect to this Agreement, any Note, any Draft, any Security
Document, any Affiliate Subordination Letter or any of the transactions
contemplated hereby or thereby, (b) with respect to the validity or
enforceability of the obligations of any Borrower under this Agreement and the
other Credit Documents to which it is a party, (c) with respect to the rights of
the relevant Issuing Lender, any L/C Participant, the Documentation Agent, the
Syndication Agent or the Administrative Agent with respect to any Application or
Letter of Credit, (d) with respect to the rights of the relevant Local Fronting
Lender or the Multi-Currency Lenders with respect to any Local Loan or
Acceptance or (e) which would be reasonably likely to have a Material Adverse
Effect, except (in the case of this clause (e) only) for any litigation,
investigation or administrative proceeding which has been disclosed in writing
to the Lenders prior to the date of this Agreement or 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, 2000 and its reports on Form 10-Q for the fiscal quarters ended March 30,
2001, June 30, 2001 and September 30, 2001 or which, in either case, 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.

         8.5. No Default. No Borrower nor any of its 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. No Borrower 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.

         8.6. Ownership of Properties; Liens. Except as is or would be permitted
pursuant to subsection 11.3, each Borrower and its 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.

         8.7. Taxes. Each Borrower and each of its Subsidiaries and, to the best
knowledge of the Company, any other member (as such term is defined in Treasury
Regulations ss.1.1502-1(b)) of the consolidated group (if any) of which the
Company is a member, has timely filed or caused to be timely filed all material
tax returns (including, without limitation, information returns) which to the
knowledge of the Company are required to be filed, and have paid all taxes shown
to be due and payable on said returns or on any assessments made against

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                                                                              83

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 such Borrower or such Subsidiary, or other member of the consolidated
group, as the case may be), and no tax Liens which violate subsection 11.3(a)
have been filed. The period within which United States federal income taxes may
be assessed against any Borrower and each of its Subsidiaries' has expired
without further extension or waiver for all taxable years ending on or before
December 31, 1990.

         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 all material respects in compliance with applicable
provisions of ERISA and the Code. The amount by which the present value of all
accrued benefits under each Single Employer Plan maintained by each Borrower or
any Commonly Controlled Entity (based on then current assumptions used to fund
such Plan), as of the last annual valuation date applicable thereto, exceeds 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 benefits exceeds
the value of its assets (the "Unfunded Pension Amount"), when aggregated with
the Potential Withdrawal Liability (as hereinafter defined), is less than (a)
during such time as the Company is under common control with M&FH within the
meaning of Section 4001 of ERISA or is part of a group which includes M&FH and
which is treated as a single employer under Section 414 of the Code, $60,000,000
and (b) thereafter, the Stand-Alone ERISA Amount. No Borrower 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, and the withdrawal liability under Section 4201 of ERISA to which a
Borrower or any Commonly Controlled Entity would become subject under ERISA if
such Borrower or any Commonly Controlled Entity were to withdraw completely from
all Multiemployer Plans as of the most recent valuation date applicable thereto
(the "Potential Withdrawal Liability"), when aggregated with the Unfunded
Pension Amount, is not in excess of (a) during such time as the Company is under
common control with M&FH within the meaning of Section 4001 of ERISA or is part
of a group which includes M&FH and which is treated as a single employer under
Section 414 of the Code, $60,000,000 and (b) thereafter, the Stand-Alone ERISA
Amount. No Borrower 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 such Borrower, is any such
Reorganization or Insolvency reasonably likely to occur.

         8.9. Financial Condition. The audited consolidated balance sheet of the
Company and its Subsidiaries as at December 31, 2000 and the related audited
consolidated statements of operations and stockholders' equity and cash flows
for the fiscal year ended on such date and the notes thereto present fairly the
consolidated financial condition of the Company and its Subsidiaries as of such
date, and the consolidated results of their operations and

<PAGE>
                                                                              84

cash flows for the fiscal year then ended. The unaudited consolidated condensed
balance sheets of the Company and its Subsidiaries as at March 31, June 30 and
September 30, 2001 and the related unaudited consolidated condensed statements
of operations and stockholders' equity and cash flows for the periods ended on
such dates and the notes thereto present fairly the consolidated financial
condition of the Company and its Subsidiaries as of such respective dates, and
the consolidated results of their operations and cash flows for the respective
periods then ended (subject to normal year-end audit adjustments and the absence
of footnotes). All such financial statements, have been prepared in accordance
with GAAP (subject, in the case of the interim financial statements, to normal
year-end audit adjustments and the absence of footnotes) applied consistently
throughout the periods presented except as disclosed in such financial
statements and the notes thereto or in writing to the Lenders prior to the date
of this Agreement. Neither the Company nor any of its Subsidiaries 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 not (A)
reflected in the foregoing statements and the notes thereto or otherwise
disclosed in writing to the Lenders prior to the date hereof or (B) permitted to
be incurred under this Agreement.

         8.10. No Change. Since December 31, 2000, there has been no material
adverse change in the business, condition (financial or otherwise), operations,
performance, properties or prospects of either of (a) Revlon or (b) the Company
and its Subsidiaries taken as a whole.

         8.11. Federal Regulations. No Borrower 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 T, U or X of
said 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
subsection 8.11 remain true and correct in all material respects.

         8.12. Not an "Investment Company". No Borrower, nor any Guarantor,
Pledgor or Grantor is an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.

         8.13. Matters Relating to Subsidiaries. Set forth in Schedule IV is a
complete and accurate list showing all Subsidiaries of the Company as of the
date of this Agreement.

         8.14. Pledge Agreements. (a) Each Pledge Agreement constitutes a legal,
valid and binding obligation of the Pledgor party thereto, enforceable against
it in accordance with its terms, 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.


<PAGE>
                                                                              85

         (b) Upon delivery to the Administrative Agent of the stock certificates
evidencing the Pledged Stock of which the issuer is a corporation organized
under the laws of any jurisdiction within the United States, the security
interests granted pursuant to the Pledge Agreements will constitute a valid,
perfected first priority security interest on such Pledged Stock, enforceable as
such against all creditors of the respective Pledgor and any Persons purporting
to purchase any such Pledged Stock from the respective Pledgor.

         (c) Except as set forth in the legal opinions with respect thereto
provided to the Administrative Agent by counsel in the relevant jurisdictions
pursuant to the Existing Agreement or subsection 10.11 hereof, the security
interests in the capital stock or other equity interests of each Directly
Pledged Subsidiary that is a Foreign Subsidiary granted pursuant to the Pledge
Agreements will constitute a valid, perfected first priority security interest
on such Pledged Stock (to the extent applicable under the relevant local laws or
otherwise reasonably acceptable to the Agents), enforceable as such against all
creditors of the respective Pledgor and any Persons purporting to purchase any
such Pledged Stock from the respective Pledgor.

         8.15. Security Agreements. (a) Each Security Agreement (other than any
Security Agreement to which a Local Borrowing Subsidiary is a party) constitutes
a legal, valid and binding obligation of the Grantor party thereto, enforceable
against it in accordance with its terms, 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.

         (b) Upon filing by the Administrative Agent of (i) the financing
statements listed on Schedule XI hereto (and, after the Closing Date, any
additional filings required to be made pursuant to the Credit Documents), (ii)
any filings required with the United States Patent and Trademark Office and
(iii) any filings required with the United States Copyright Office, the security
interests granted pursuant to the Security Agreements (other than any Security
Agreement to which a Local Borrowing Subsidiary is a party) will constitute a
valid, perfected first priority security interest in the Collateral (as defined
therein) to the extent such security interest in the Collateral may be perfected
by filing under the UCC (as defined in the Company Security Agreement),
enforceable as such against all creditors of any Grantor and any Persons
purporting to purchase any such Collateral from any Grantor (except purchasers
of Inventory in the ordinary course of business).

         8.16. Security Documents of Borrowing Subsidiaries. (a) Each Security
Document to which a Local Borrowing Subsidiary is a party constitutes a legal,
valid and binding obligation of such Local Borrowing Subsidiary, enforceable
against it in accordance with its terms, 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.

         (b) Except as set forth in the legal opinions with respect thereto
provided to the Administrative Agents by counsel in the relevant jurisdictions
pursuant to the Existing Agreement or subsection 10.12 hereof, the security
interests granted pursuant to each Security Document to which a Local Borrowing
Subsidiary is a party constitute valid, perfected first priority security
interests on the collateral security provided pursuant thereto (to the extent
that
<PAGE>
                                                                              86

the concept of "perfection" is applicable pursuant to applicable local law),
enforceable as such against all creditors of such Local Borrowing Subsidiary and
any Persons purporting to purchase any such collateral security from any
Pledgor.

         8.17. 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
office or offices listed on Schedule I to such Mortgage 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, first-priority lien on and security interest in such Mortgaged
Property, subject only to the encumbrances and exceptions to title expressly set
forth therein 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.

         8.18. Guarantees. The provisions of each Guarantee are effective to
create a legal, valid, binding and enforceable guarantee of the obligations
described therein, 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.

         8.19. Company Tax Sharing Agreement. The provisions of the Company Tax
Sharing Agreement are effective to constitute a legal, valid, binding and
enforceable contract of each party thereto, 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.

         8.20. Intellectual Property. The Company or a Subsidiary thereof owns,
or is licensed to use, all trademarks, tradenames, copyrights, patents,
technology, know-how and processes necessary for the conduct of its business as
currently conducted that are material to the business, condition (financial or
otherwise), operations, performance, properties or prospects of the Company and
its Subsidiaries taken as a whole (the "Intellectual Property"). Except as has
been disclosed to the Lenders in writing prior to the date hereof, no claim has
been asserted and is pending by any Person with respect to the use of any such
Intellectual Property, or challenging or questioning the validity or
effectiveness of any such Intellectual Property, and neither the Company nor any
of its Subsidiaries knows of any valid basis for any such claim, nor does the
use of such Intellectual Property by the Company and its Subsidiaries infringe
on the rights of any Person, except (in each case) to the extent that such
claims and infringements which would not (including, without limitation, any
liability arising therefrom), in the aggregate, be reasonably likely to have a
Material Adverse Effect.

         8.21. 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 subsection 8.21, 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

<PAGE>
                                                                              87

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) Each Borrower is in compliance with all material Requirements of
Law applicable to it with respect to capitalization and, to the knowledge of the
Company or such Local Borrowing Subsidiary, has sufficient capital with which to
conduct its business in accordance with past practice. No Borrower is
undercapitalized to such an extent that, solely as a result of such
undercapitalization, (i) any Lender would be deemed under the laws of the
relevant jurisdiction to owe a fiduciary duty to any other creditor of such
Borrower or (ii) the Local Loans made or the Acceptances created by the relevant
Local Fronting Lender to such Borrower would be subordinated to any obligations
of such Borrower owing to any other Person.

         8.22. Environmental Matters. (a) Except as set forth in Schedule XII
hereto, and except to the extent provided in subsection (b) hereof:

         (i) To the best knowledge of the Company, 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) To the best knowledge of the Company, 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 advisory action by any regulatory agency regarding environmental control
     matters or permit compliance with regard to the Mortgaged Properties;

         (iv) To the best knowledge of the Company, Hazardous Materials have not
     been transferred from the Mortgaged Properties to any other location in
     violation of any applicable Environmental Laws; and

         (v) To the best knowledge of the Company, there are no governmental
     administrative actions or judicial proceedings 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) To the best knowledge of the Company, each of the representations
and warranties set forth in subsection 8.22(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

<PAGE>
                                                                              88

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.

         8.23. Models. (a) The financial models and pro forma financial
statements referenced in subsection 9.1(r), together with any notes thereto,
were prepared in good faith on the basis of the assumptions stated therein,
which assumptions were reasonable in light of conditions existing at the time of
delivery of such models and pro forma financial statements, and represented, at
the time of delivery, the Company's best estimate of its future financial
performance.

         (b) After giving effect to the transactions contemplated by this
Agreement, the Company and its Subsidiaries will have recorded assets and
liabilities substantially similar to the recorded assets and liabilities
contemplated for such date by the pro forma balance sheet referenced in
subsection 9.1(r).

         (c) The financial models (if any) relating to the Company and provided
to each Lender pursuant to subsection 10.1(b), together with any notes thereto,
were prepared in good faith on the basis of the assumptions stated therein,
which assumptions were reasonable in light of conditions existing at the time of
delivery of such models and represented, at the time of delivery, the Company's
best estimate of its future financial performance.

         8.24. Disclosure. No information, schedule, exhibit or report or other
document furnished by the Company, its Subsidiaries or Affiliates to the
Administrative Agent, the Documentation Agent, the Syndication 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,
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, contained any
material misstatement of fact or omitted to state a material fact or any fact
necessary to make the statements contained therein, in light of the
circumstances when made, not materially misleading.

         8.25. Senior Indebtedness. The obligations of the Company for the
payment of principal and interest under this Agreement and the Loans, the Drafts
and the Notes, and the obligations of the Company in respect of Reimbursement
Obligations, constitute "Senior Indebtedness" for purposes of the Subordinated
Notes.

         8.26. 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.

         8.27. 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 subsection 11.8(f).


<PAGE>
                                                                              89

         8.28. Indebtedness Owing to Affiliates. To the best knowledge of the
Company, no Affiliate of the Company (other than California Federal Bank, A
Federal Savings Bank and officers and directors of the Company and its
Subsidiaries) holds any Indebtedness of the Company or any of its Subsidiaries
(not including any trade credit in the ordinary course of business, any
Subordinated Intercompany Note, any Capital Contribution Note or any Capital
Gains Note), 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.

         8.29. No Recordation Necessary. This Agreement and each Security
Document is in proper legal form for the enforcement hereof or thereof against
the Company and each Local Borrowing Subsidiary under the law of the
jurisdiction of organization of such Borrower and under the law of the
jurisdiction in which the Local Loans or Acceptances, as the case may be, are
being made to the Company and such Local Borrowing Subsidiary, and to ensure the
legality, validity, enforceability, priority or admissibility in evidence of
this Agreement and the Security Documents it is not necessary that this
Agreement, the Security Documents or any other document be filed, registered or
recorded with, or executed or notarized before, any court or other authority in
the jurisdiction of organization of such Local Borrowing Subsidiary or in the
jurisdiction in which the Local Loans or Acceptances, as the case may be, are
being made to the Company and it, or that any registration charge or stamp or
similar tax be paid on or in respect of this Agreement, the Security Documents
or any other document.

         8.30. Accounts Receivable and Inventory. (a) Neither the Company nor
any of its Domestic Subsidiaries holds any Accounts (as defined in the
applicable Security Agreement to which such Person is a party) with respect to
which the Administrative Agent does not hold a perfected, first priority
security interest, other than any such Accounts with respect to which the Agent
holds a perfected security interest which is subject only to prior Liens which
are permitted to encumber such Accounts pursuant to subsection 11.3.

         (b) Neither the Company nor any of its Domestic Subsidiaries maintains
any Inventory (as defined in the applicable Security Agreement to which such
Person is a party) with respect to which the Administrative Agent does not
possess a perfected, first priority security interest, other than any such
Inventory with respect to which the Agent holds a perfected security interest
which is subject only to prior Liens which are permitted to encumber such
Inventory pursuant to subsection 11.3.

         8.31. Intellectual Property Filings. It is the ordinary business
practice of the Company and each of its Domestic Subsidiaries to file with the
United States Patent and Trademark Office for registration or recordation, as
applicable, (i) a completed application for the registration of each trademark
and patent owned by it which is material to the business of the Company or such
Subsidiary and (ii) an appropriate assignment to the Company or any of its
Domestic Subsidiaries of the interest acquired by it in any trademark and patent
which is material to the business of the Company and its Subsidiaries taken as a
whole.

         8.32. Certain Tax Liabilities. The aggregate amount paid since January
1, 1998 by the Company and its Subsidiaries in respect of federal and state
income tax liabilities and obligations (excluding amounts paid in respect of
accrued interest thereon) related to periods

<PAGE>
                                                                              90

prior to January 1, 1998 did not exceed the reserves for income taxes on the
books of the Company and its Subsidiaries as of January 1, 1998.

         8.33. Ownership of Charles of the Ritz. As of the date hereof, Charles
of the Ritz is a direct Subsidiary of the Company.

         8.34. Assets of Revlon Holdings. Except as set forth on Schedule XVI,
as of the date hereof neither Revlon Holdings, Revlon Worldwide Holdings Inc.
nor REV Holdings owns any material assets.


                        SECTION 9. CONDITIONS PRECEDENT

         9.1. Conditions to Initial Extensions of Credit. The agreement of the
relevant Lenders to make the initial extensions of credit (regardless of whether
such extensions of credit are to be made in the form of Loans, Acceptances or
Letters of Credit) requested to be made by it hereunder shall be subject to the
satisfaction or waiver by such Lender of the following conditions precedent (the
date on which said conditions are satisfied or waived, which date must occur on
or prior to December 31, 2001, being herein called the "Closing Date"):

         (a) Effectiveness of Agreement. This Agreement shall have become
     binding upon the parties hereto in accordance with subsection 14.15 and the
     Administrative Agent shall have received a Local Fronting Lender Joinder
     Agreement, duly executed and delivered by each Local Fronting Lender listed
     on Schedule III;

         (b) Notes. The Administrative Agent shall have received:

                  (i) for the account of each Term Loan Lender which has so
          requested, a Term Loan Note or two Term Loan Notes (as the case may
          be) conforming to the requirements hereof and executed and delivered
          by a duly authorized officer of the Company;

                  (ii) for the account of each Multi-Currency Lender which has
          so requested, a Revolving Credit Note or two Revolving Credit Notes
          (as the case may be) conforming to the requirements hereof and
          executed and delivered by a duly authorized officer of the Company;
          and

                  (iii) for the account of the Swing Line Lender, a Swing Line
          Note conforming to the requirements hereof and executed and delivered
          by a duly authorized officer of the Company;

         (c) Guarantees. The Administrative Agent shall have received each
     Guarantee other than the Guarantees delivered pursuant to subsection 10.10,
     duly executed and delivered by a duly authorized officer of the Guarantor
     or Guarantors parties thereto;

         (d) Pledge Agreements. The Administrative Agent shall have received
     each Pledge Agreement and evidence reasonably satisfactory to it that all
     actions necessary

<PAGE>
                                                                              91

     to perfect the pledge and security interests granted by each Pledge
     Agreement (other than the Pledge Agreements delivered pursuant to
     subsection 10.11) shall have been taken and the Administrative Agent shall
     have received each document necessary to be held by it for such perfection;

         (e) Stock Certificates. The Administrative Agent shall hold or have
     received (i) the share certificates for all of the Pledged Stock in
     certificated form which are delivered in connection with the Pledge
     Agreements delivered pursuant to subsection 9.1(d), 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 such Pledged
     Stock represented by such stock certificate and (ii) with regard to the
     Pledged Stock issued by Foreign Subsidiaries, the pledge of such Pledged
     Stock otherwise shall have been perfected in accordance with applicable
     law;

         (f) Mortgages. The Administrative Agent shall have received the
     Mortgage (and any necessary amendments thereto), duly executed and
     delivered by a duly authorized officer of the Company, and evidence of the
     proper filing thereof in the appropriate jurisdictions or in the
     alternative, a mortgagee's title policy or marked-up unconditional binder
     for such insurance as provided in subsection 9.1(g) containing "gap
     coverage";

         (g) Title Insurance Policies. The Administrative Agent shall have
     received, in respect of the Mortgage, a mortgagee's title policy or
     marked-up unconditional binder for such insurance. Such policy shall (i) be
     in an amount equal to not less than 125% of the most recent appraised value
     of such property; (ii) insure that the Mortgage insured thereby creates a
     valid first lien on the property covered by such Mortgage, free and clear
     of all defects and encumbrances except such encumbrances that do not
     materially interfere with the use of the Mortgaged Property; (iii) provide
     affirmative mechanic's lien coverage; (iv) name the Administrative Agent,
     for the benefit of the holders of the obligations secured thereby, as the
     insured thereunder; (v) be in the form of ALTA Loan Policy-1970 (amended on
     October 17, 1970) or ALTA Loan Policy-1987; and (vi) contain revolving
     endorsements and such other endorsements and effective coverage as the
     Agents may reasonably request. The Administrative Agent also shall have
     received evidence that all premiums in respect of such policy have been
     paid by or on behalf of the Company;

         (h) Security Agreements. The Administrative Agent shall have received
     evidence reasonably satisfactory to it that all actions necessary to
     perfect the pledge and security interests granted by each Security
     Agreement (other than the Security Agreements delivered pursuant to
     subsection 10.12) shall have been taken and the Administrative Agent shall
     have received each document necessary to be held by it for such perfection;

         (i) Senior Secured Notes. The Administrative Agent shall have received
     proof satisfactory to it (in its sole discretion), that the Company has
     received free of any escrow restrictions or other Liens the gross cash
     proceeds from the issuance of the Senior Secured Notes in an amount not
     less than $335,000,000;


<PAGE>
                                                                              92

         (j) Lien Searches. The Administrative Agent shall have received the
     results of Lien searches, conducted by a search service reasonably
     satisfactory to the Administrative Agent, and the Administrative Agent
     shall be satisfied that no Liens are outstanding on the property or assets
     of the Company and its Domestic Subsidiaries, other than any such Liens (i)
     which are permitted pursuant to the terms of the Credit Documents or (ii)
     as to which the Administrative Agent has received documentation reasonably
     satisfactory to it evidencing the termination of such Liens;

         (k) Corporate Proceedings of Borrowers. The Administrative Agent shall
     have received (a) certified copies of the Charter and by-laws (or analogous
     organizational documents) of each Borrower (together with a certified
     English translation thereof with respect to any such document which is not
     in English) and (b) the resolutions (or analogous authorizations), in form
     and substance reasonably satisfactory to the Agents, of the Board of
     Directors of each Borrower (together with a certified English translation
     thereof with respect to any such document which is not in English),
     authorizing in each case the execution, delivery and performance of this
     Agreement, the Notes and the other Credit Documents to which such Borrower
     is a party, in each case certified by the Secretary or an Assistant
     Secretary of such Borrower 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;

         (l) Incumbency Certificates for Borrowers. The Administrative Agent
     shall have received a certificate of the Secretary or an Assistant
     Secretary (or analogous officer) of each Borrower dated the Closing Date,
     as to the incumbency and signature of the officers of such Borrower
     executing each of this Agreement, the Notes and each other Credit Document
     to which such Borrower 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;

         (m) Corporate Proceedings and Incumbency of Pledgors, Grantors and
     Guarantors. The Administrative Agent shall have received such certified
     corporate proceedings and incumbency certificates, in form and substance
     reasonably satisfactory to the Agents, of the Board of Directors of each
     Pledgor, each Grantor and each Guarantor as of the Closing Date as the
     Administrative Agent shall reasonably request;

         (n) Certain Legal Opinions. The Administrative Agent shall have
     received executed legal opinions of:

                  (i) Paul, Weiss, Rifkind, Wharton & Garrison, as counsel to
          the Company and as special New York counsel to the Borrowing
          Subsidiaries, substantially in the form of Exhibit M-1;

                  (ii) the Senior Vice President and General Counsel of the
          Company, substantially in the form of Exhibit M-2;

                  (iii) Simpson Thacher & Bartlett, as counsel to the
          Administrative Agent, substantially in the form of Exhibit M-3;


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                                                                              93

                  (iv) each of the domestic local counsel listed on Schedule
          XIII, in form and substance reasonably acceptable to the Agents; and

                  (v) except to the extent set forth in subsection 10.16, each
          of the international local counsel listed on Schedule XIV, in form and
          substance reasonably acceptable to the Agents.

      Each of the foregoing legal opinions shall be accompanied by copies of the
      legal opinions, if any, upon which such counsel rely, and in each case
      shall contain such changes thereto as may be approved by, and as shall
      otherwise be in form and substance reasonably satisfactory to, the Agents
      and shall cover such other matters incident to the transactions
      contemplated by the Credit Documents as the Agents may reasonably require.
      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 and each Lender;

         (o) Fees. The Administrative Agent shall have received, for the
     accounts of the Lenders, the Administrative Agent, the Documentation Agent,
     the Syndication Agent, the Arranger and each Co-Agent, all accrued fees and
     expenses owing hereunder or in connection herewith to such Persons
     (including, without limitation, accrued fees and disbursements of primary
     counsel, local counsel and special counsel to the Administrative Agent, the
     Documentation Agent and the Syndication Agent), to the extent that such
     fees and expenses have been presented for payment a reasonable time prior
     to the Closing Date;

         (p) Legal Investment. The making of the Loans and other extensions of
     credit hereunder shall be permitted on the Closing Date as a legal
     investment by the laws, rules and regulations of the State of New York and
     by each jurisdiction to which the Lenders may be subject (without resort to
     any so-called "basket" provision of such laws, including without limitation
     Section 1405(8) of the New York Insurance Laws); and the Lenders shall have
     received such certificates or other evidence as they may reasonably request
     demonstrating the legality of such purchase under such laws, rules and
     regulations;

         (q) Indenture. The Administrative Agent shall have received a true and
     correct copy of the Senior Secured Notes Indenture, together with a copy of
     each amendment, supplement and other modification thereof through the date
     hereof and all such documentation shall be in form and substance reasonably
     satisfactory to the Administrative Agent;

         (r) Financial Models. The Administrative Agent shall have received
     financial models and pro forma financial statements relating to the Company
     and its Subsidiaries (which financial models and pro forma financial
     statements shall be in form and substance reasonably satisfactory to the
     Lenders), certified by a Responsible Officer of the Company as (i) being
     the financial models and pro forma financial statements referenced in said
     subsection 8.23(a) and (ii) having been delivered to each Lender not less
     than five Business Days prior to the date of execution by such Lender of
     this Agreement;


<PAGE>
                                                                              94

         (s) Financial Statements. The Administrative Agent shall have received
     copies of the financial statements referenced in subsection 8.9;

         (t) Compliance with Indentures. The making of the extensions of credit
     hereunder and the granting of the Liens under the Security Documents shall
     not violate any provisions of the Indentures, and the Administrative Agent
     shall have received a certificate of a Responsible Officer of the Company
     (which certificate shall be in form and substance reasonably satisfactory
     to the Agents) demonstrating that the transactions contemplated hereby do
     not necessitate the sharing (on an equal and ratable basis or otherwise) of
     collateral security granted pursuant to the Security Documents with any
     trustee or holder of Indebtedness under the Indentures other than as
     provided for in the Collateral Agency Agreement;

         (u) Additional Matters. All corporate and other proceedings, and all
     documents, instruments and other legal, diligence and financial matters in
     connection with the transactions contemplated by the Credit Documents shall
     be reasonably satisfactory in form and substance to the Agents and their
     counsel;

         (v) Collateral Agency Agreement. The Administrative Agent shall have
     received the Collateral Agency Agreement, duly executed and delivered by
     duly authorized officers of each of the parties thereto;

         (w) Consent and Confirmation. The Administrative Agent shall have
     received the Consent and Confirmation, duly executed and delivered by duly
     authorized officers of each of the parties thereto; and

         (x) Acknowledgement and Consents. The Administrative Agent shall have
     received an Acknowledgement and Consent, substantially in the form of
     Exhibit T, duly executed and delivered by duly authorized officers of each
     Directly Pledged Subsidiary that is a Foreign Subsidiary.

         9.2. Conditions to Each Extension of Credit. The agreement of each
Lender to make any Loan (other than any Revolving Credit Loan the proceeds of
which are to be used exclusively to repay Refunded Swing Line Loans) requested
to be made by it on any date, the agreement of each Local Fronting Lender to
create any Acceptances to be created by it on any date and the agreement of the
Issuing Lender to issue any Letter of Credit to be issued by it on any date
(including, without limitation, its initial extension of credit), are subject to
the satisfaction of the following conditions precedent:

         (a) Representations and Warranties. Each of the representations and
     warranties made by each party to each Credit Document in or pursuant to
     this Agreement or any other Credit 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 Credit Document shall be true and correct in all material
     respects on and as of such 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
<PAGE>
                                                                              95

     warranties shall be true and correct in all material respects on and as
     of such date), both before and after giving effect to such Loan, the
     creation of such Acceptance or the issuance of such Letter of Credit, as
     the case may be, and to all other extensions of credit to be made on such
     date and the use of the proceeds thereof; and

         (b) No Default. No Event of Default and no Default shall have occurred
     and be continuing on such date or after giving effect to the extensions of
     credit requested to be made on such date.

Each borrowing by, and Letter of Credit issued on behalf of, a Borrower
hereunder (including, without limitation, each borrowing effected through the
creation of an Acceptance) shall constitute a representation and warranty by the
Company and (to the extent that such Borrower is not the Company) such Borrower,
as of the date of such borrowing or other extension of credit, that the
conditions contained in paragraphs (a) and (b) of this subsection 9.2 have been
satisfied.



                       SECTION 10. AFFIRMATIVE COVENANTS

            The Company hereby agrees that, until the Payment Obligations have
been Fully Satisfied:

         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 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 subsection 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 Peat Marwick
     or other independent certified public accountants of nationally recognized
     standing reasonably acceptable to the Agents;

         (b) as soon as available, but in any event within 60 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 five-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 five-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
     Agents and shall be certified by a Responsible Officer of the Company; and


<PAGE>
                                                                              96

         (c) as soon as available, but in any event within 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 subsection 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).

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

         (a) concurrently with the delivery of its financial statements referred
     to in subsection 10.1(a), a certificate of the independent certified public
     accountants certifying such financial statements stating that in making the
     examination necessary therefor, no knowledge was obtained of any Default or
     Event of Default, except as specified in such certificate;

         (b) within five days after the delivery of its financial statements
     referred to in subsections 10.1(a) and (c), a certificate of a Responsible
     Officer of the Company, substantially in the form of Exhibit O;

         (c) within five days after the same are sent, copies of all financial
     statements and reports which the Company or any of its Subsidiaries and any
     Parent of the Company sends to holders of its publicly traded debt or
     equity securities, and within five 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 10 days following the last day of each fiscal quarter of the
     Company, 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;


<PAGE>
                                                                              97

         (e) at least 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 subsection 11.2(r), 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; and

         (f) promptly, such additional documents and financial and other
     information (including, without limitation, amendments to the Certificate
     of Incorporation and By-Laws of such Person) relating to REV Holdings and
     its Subsidiaries (or, at any time when REV Holdings ceases to have any
     significant Indebtedness, Revlon and its Subsidiaries) as any Agent, or any
     Lender acting through the Administrative Agent, may from time to time
     reasonably request.

         10.3. Payment of Obligations. The Company will, and will cause each of
its Subsidiaries to, pay, discharge or otherwise satisfy at or 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 subsection 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
$5,000,000 (or, with respect to any other currency, the Equivalent thereof) in
the aggregate.

         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 subsections 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 which is a Directly Pledged Subsidiary on the Closing Date to
engage primarily in no business other than the business of developing,
manufacturing, distributing and/or selling (including marketing and advertising)
beauty, skin care, fragrance, personal care and/or related products (or of
holding properties incidental to such businesses).

         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

<PAGE>
                                                                              98

general area by companies engaged in the same or a similar business and furnish
to the Agents, upon written request, and to each Lender which makes a written
request through the Administrative Agent, reasonable information as to the
insurance carried.

         10.6. Inspection of Property; Books and Records; Discussions. The
Company will, and will cause each of its 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 any Lender or any Agent to visit and inspect such of its properties during
normal business hours as such Lender reasonably may request through the
Administrative Agent or such Agent reasonably may request and (during such visit
or inspection, or otherwise upon request through the Administrative 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.

         10.7. Notices. The Company will promptly give notice to the Agents 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 or (to its actual
     knowledge) REV Holdings, Revlon Holdings, Mafco, M&FH, M&FG, RGI, Revlon
     Guarantor Corp., Revlon Finance Corporation or Revlon Worldwide Holdings
     under any agreements or other instruments governing Indebtedness of such
     Person involving an aggregate amount in excess of $5,000,000 (or, with
     respect to any other currency, the Equivalent thereof);

         (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 30 days after the Company knows or has reason to know
     thereof:


<PAGE>
                                                                              99

         (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 $1,000,000;

         (f) of a material adverse change in the business, condition (financial
     or otherwise), operations, performance, properties or prospects 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 the obligations of
     the Borrowers under the Credit Documents; and

         (g) of the consummation of any transaction permitted by subsection
     11.8(e), and the consummation of any transaction contemplated by subsection
     7.4(b)(iii), which notices shall, in any event, be given within five
     Business Days thereafter.

Each notice pursuant to this subsection 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.

         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.

         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 in all material
     respects 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 would not be reasonably likely to have a
     Material Adverse Effect;


<PAGE>
                                                                             100

         (b) Conduct and complete all investigations, studies, sampling and
     testing, and all remedial, removal and other actions required under
     Environmental Laws and promptly comply in all material respects with all
     lawful orders and directives of all Governmental Authorities respecting
     Environmental Laws, except (i) to the extent that the failure to perform
     any of the 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 the pendency of such proceedings would not be reasonably likely to have
     a Material Adverse Effect; and

         (c) Defend, indemnify and hold harmless the Administrative Agent, the
     Documentation Agent, the Syndication Agent, the Arranger and the Lenders,
     and their respective employees, agents, officers and directors, from and
     against any claims, demands, penalties, fines, liabilities, settlements,
     damages, costs and expenses of whatever kind or nature, known or unknown,
     contingent or otherwise, arising out of, or in any way relating to the
     violation of or noncompliance with any Environmental Laws by the Company or
     any of its Subsidiaries, or any orders, requirements or demands of
     Governmental Authorities related thereto, including without limitation
     reasonable attorney and consultant fees, investigation and laboratory fees,
     court costs and litigation expenses, except to the extent that any of the
     foregoing arise out of the gross negligence or willful misconduct of the
     party seeking indemnification therefor.

         10.10. Additional Guarantees. 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 a Subsidiaries Guarantee, substantially in
the form of Exhibit G-1 (after giving effect to the applicable modifications
described in the Consent and Confirmation). Each such Subsidiaries Guarantee
shall be accompanied by such resolutions, incumbency certificates and legal
opinions as are reasonably requested by any Agent and are in form and substance
reasonably satisfactory to the Administrative Agent.

         10.11. Additional Stock Pledges. (a) The Company will, and will cause
each of its Domestic Subsidiaries to, pledge to the Administrative Agent 100% of
the issued and outstanding capital stock or other equity interests (other than
directors' qualifying shares) of each Domestic Subsidiary of the Company which
has not previously been pledged hereunder. Such pledge shall be granted pursuant
to a Pledge and Security Agreement substantially in the form of Exhibit F-2 or
G-2 (in each case, after giving effect to the applicable modifications described
in the Consent and Confirmation), as the case may be.

         (b) The Company will, and will cause each of its Domestic Subsidiaries
to, pledge to the Administrative Agent in accordance with the laws of the
jurisdiction of organization of the issuer thereof 66% (rounded downward to
eliminate any fraction of a share) of the issued and outstanding shares of each
class of capital stock or other ownership interests entitled to vote (within the
meaning of Treasury Regulations ss.1.956-2(c)(2)) ("Voting Stock") and 100% of
the issued and outstanding shares of each class of capital stock or other
ownership interests not entitled to vote (within the meaning of such Regulation)
("Non-Voting Stock") of each first-tier Foreign Subsidiary of the Company which
(in each case) is owned of record by the Company or such Domestic Subsidiary and
which has not previously been pledged hereunder. Each such pledge shall be
granted pursuant to a Pledge Agreement in such form as (x) may be reasonably

<PAGE>
                                                                             101

required in order to perfect a security interest in the Pledged Stock delivered
thereto under the laws of the jurisdiction in which the issuer of such Pledged
Stock is organized 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 subsection
10.11(b) with respect to the capital stock or other equity interests of any
first-tier Foreign Subsidiary listed on Schedule IV which is not pledged on the
Closing Date or is acquired or formed after the date hereof and either (A) is
listed on Schedule IV as being slated for dissolution or (B) does not have
assets in excess of $5,000,000 (or, with respect to any other currency, the
Equivalent thereof).

         (c) The Company will, and will cause each of its Domestic Subsidiaries
to, pledge to the Administrative Agent pursuant to a Generic Pledge Agreement
66% (rounded downward to eliminate any fraction of a share) of the Voting Stock
and 100% of the Non-Voting Stock of each first-tier Foreign Subsidiary of the
Company which (in each case) is owned of record by the Company or such Domestic
Subsidiary and (except to the extent pledged pursuant to subsection 10.11(b),
which shall not impair the requirement that a pledge complying with this
subsection 10.11(c) also be granted) which has not previously been pledged
hereunder. Each such pledge shall be granted pursuant to a Generic Pledge
Agreement substantially in the form of Exhibit F-3 or G-3 (in each case, after
giving effect to the applicable modifications described in the Consent and
Confirmation), as the case may be.

         (d) Each Pledge Agreement required to be executed and delivered
pursuant to this subsection 10.11 shall be promptly executed and delivered after
the organization, acquisition or identification of any such Subsidiary or
first-tier Foreign 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
Pledge Agreement executed and delivered pursuant to this subsection 10.11 (other
than any Generic Pledge Agreement) shall be accompanied by (i) in the case of
the pledge of capital stock or other ownership interests of any Foreign
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 Agents or the Administrative Agent
and shall otherwise be in form and substance reasonably satisfactory to the
Administrative Agent.

         (e) Each Local Borrowing Subsidiary in the United Kingdom and Canada
which is designated as such after the date hereof will pledge to the
Administrative Agent 100% of the issued and outstanding capital stock or other
ownership interests (other than directors' qualifying shares) of each direct
Subsidiary of such Local Borrowing Subsidiary which has not previously been
pledged hereunder (except to the extent that the Agents, in their reasonable
judgment, determine that the transaction costs, regulatory burdens and
operational restrictions resulting from such pledge are not justified by the
value of the capital stock to be pledged). Each such pledge shall be granted
pursuant to a Pledge Agreement in such form as (x) may be reasonably required in
order to perfect a security interest in the Pledged Stock delivered thereto
under the

<PAGE>
                                                                             102

laws of the jurisdiction in which the issuer of such Pledged Stock is organized
and (y) is in form and substance reasonably satisfactory to the Administrative
Agent. Notwithstanding the foregoing, each pledge granted pursuant to this
subsection 10.11(e) shall secure only the obligations of such Local Borrowing
Subsidiary on account of the Local Loans and Acceptances made to it.

         (f) In the event that there shall be a change in law that substantially
eliminates the adverse tax consequences to the Company or any of its
Subsidiaries that would have resulted on the date hereof from the pledge of more
than 66-2/3% of the Voting Stock of any Foreign Subsidiary, the Company will,
and will cause each of its Subsidiaries to, (i) pledge such additional amount of
shares of such Voting Stock (with respect to each Foreign Subsidiary the Voting
Stock of which then is pledged hereunder) and (ii) notwithstanding the
provisions of subsection 10.11(b) and (c), pledge the maximum amount of shares
of such Voting Stock (with respect to each Foreign 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.

         10.12. Additional Security Agreements. (a) The Company will cause each
of its Domestic Subsidiaries which has not previously done so to execute and
deliver to the Administrative Agent a Subsidiary Security Agreement,
substantially in the form of Exhibit G-4 (after giving effect to the applicable
modifications described in the Consent and Confirmation), and (to the extent
applicable) any Intellectual Property Security Agreements and to take such other
action as reasonably shall be necessary or as the Administrative Agent
reasonably shall request to grant to the Administrative Agent a first priority
perfected security interest in all collateral described in such Security
Agreement (subject to any Liens contemplated by subsection 11.3(m)). Each such
Security Agreement 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
Agents or the Administrative Agent, all of which shall be in form and substance
reasonably satisfactory to the Administrative Agent.

         (b) Each Local Borrowing Subsidiary in the United Kingdom and Canada
which is designated as such after the date hereof will take such action as
reasonably shall be necessary or as the Administrative Agent reasonably shall
request to grant to the Administrative Agent a first priority, perfected
security interest in all material accounts receivable, inventory and property,
plant and equipment of such Local Borrowing Subsidiary (except to the extent
that (i) such assets are subject on the date hereof to Liens which are permitted
under subsection 11.3, in which case no such security interests need be granted
pursuant to this clause (b) while such existing Liens, and the Indebtedness
secured thereby on the date hereof, remain in effect, or (ii) the Agents, in
their reasonable judgment, determine that the transaction costs, regulatory
burdens and operational restrictions resulting from such grant are not justified
by the value of the assets to be encumbered). Each such security interest shall
be granted pursuant to a Security Agreement in such form as (x) may be
reasonably required in order to perfect a security interest

<PAGE>
                                                                             103

in the relevant assets pledged pursuant thereto and (y) is in form and substance
reasonably satisfactory to the Administrative Agent. Notwithstanding the
foregoing, each security interest granted pursuant to this subsection 10.12(b)
shall secure only the obligations of such Local Borrowing Subsidiary on account
of the Local Loans and Acceptances made to it.

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

         (b) Each Domestic Subsidiary of the Company will take such action from
time to time as is necessary (or otherwise reasonably requested by the
Administrative Agent) to ensure that the Administrative Agent at all times holds
a perfected security interest in all Collateral under (and as defined in) the
Security Documents, provided that RIC shall not be required to grant to the
Administrative Agent a security interest in (i) the German Distribution Option
or (ii) the German Distribution Shares for a period of up to six months
following the day on which RIC shall exercise the German Distribution Option.

         10.14. Intellectual Property. (a) The Company will, and will cause each
of its Domestic Subsidiaries to, take such action as is necessary (or as
otherwise is reasonably requested by the Administrative Agent) in order to grant
to the Administrative Agent a first priority, perfected security interest in any
copyright registration in which the Company or any of its Domestic Subsidiaries
may from time to time obtain any interest. Such security interest shall be
granted pursuant to a Copyright Security Agreement (substantially in the form of
the Copyright Security Agreement delivered on the date hereof) or such other
form reasonably acceptable to the Administrative Agent which is in proper form
for recordation in the United States Copyright Office.

         (b) The Company will, to the extent permitted by Title 15 of the United
States Code, submit, and will cause each of its Domestic Subsidiaries 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 obtaining, 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 that within 30 days after receipt of notice from the
          Administrative Agent, the Company shall, or shall cause the applicable
          Domestic Subsidiary 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 obtaining, 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

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                                                                             104

          significance as to require the Company or such Domestic Subsidiary to
          take such steps as may be necessary or desirable to grant to the
          Administrative 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 date
          hereof by the Company or any of its Subsidiaries in a Significant
          Trademark, any appropriate assignment to the Company or such Domestic
          Subsidiary 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 Domestic Subsidiary's
          predecessors-in-interest of which the Company or any Domestic
          Subsidiary is or becomes aware.

The Company will, and will cause each of its Domestic Subsidiaries to, use its
respective 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 subsections 10.4, 11.5 and
11.6 hereof. The Company will submit, and will cause each of its Domestic
Subsidiaries to submit, to the Administrative Agent, by each January 31 and July
31 of each year following the Closing Date, commencing July 31, 2002 (or, if the
Administrative Agent reasonably so requests in writing, more often; provided
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 document confirming the security interest of the Administrative
Agent in any Trademark acquired or with respect to which the Company or any
Domestic Subsidiary 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 of its Domestic Subsidiaries to submit,
to the United States Patent and Trademark Office for issuance or recordation, as
applicable:

                  (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 obtaining would file an patent
          application in the United States Patent and Trademark Office with
          respect to it; and

                  (ii) with respect to any interest acquired after the date
          hereof by the Company or any of its 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 Domestic
          Subsidiary is or becomes aware.


<PAGE>
                                                                             105

The Company will, and will cause each of its Domestic Subsidiaries to, use its
respective 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 subsections 10.4, 11.5 and 11.6 hereof. The Company
will submit, and will cause each of its Domestic Subsidiaries to submit, to the
Administrative Agent, by each January 31 and July 31 of each year following the
Closing Date, commencing July 31, 2002 (or, if the Administrative Agent
reasonably so requests in writing, more often; provided 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
document confirming the security interest of the Administrative Agent in any
Patent acquired or with respect to which the Company or any Domestic Subsidiary
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
subsection 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 (and, during such time as no Default or Event of Default has
occurred and is continuing, to retain the proceeds thereof); provided, 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. Each Agent and each Lender
hereby acknowledges and agrees that any security interest held by the
Administrative Agent in any Patent or Trademark which is licensed in accordance
with the provisions of this subsection 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.

         10.15. Additional Mortgages. 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 $5,000,000 acquired after the Closing Date by
the Company or any of its Domestic Subsidiaries, the Company or such Subsidiary
shall promptly (and in any event within 45 days after (x) the acquisition
thereof or (y) in the case of costs and expenses referred to in clause (d)
below, the receipt of an invoice in respect thereof) (a) execute and deliver a
first priority Mortgage, in favor of the Administrative Agent, for the benefit
of the holders of the Bank Obligations, covering such real property, (b) if
requested by the Administrative Agent, provide the Lenders with (i) title and
extended coverage insurance covering such real property in an amount at least
equal to the purchase price of such real property (or such other amount as shall
be reasonably specified by the Administrative Agent) as well as a current ALTA
survey thereof, together with a surveyor's certificate and (ii) any consents or
estoppels reasonably deemed necessary or advisable by the Administrative Agent
in connection with such Mortgage, each of the foregoing in form and substance
reasonably satisfactory to the Administrative Agent, (c) if

<PAGE>
                                                                             106

requested by the Administrative Agent, deliver to the Administrative Agent legal
opinions relating to the matters described above, which opinions shall be in
form and substance, and from counsel, reasonably satisfactory to the
Administrative Agent and (d) pay all costs and expenses associated with the
foregoing.

         10.16. Post-Closing Matters. Within 60 days after the Closing Date, the
Company shall (a) to the extent not previously delivered to the Administrative
Agent pursuant to subsection 9.1(n)(v), deliver to the Administrative Agent each
of the legal opinions referred to in subsection 9.1(n)(v) and (b) deliver to the
Administrative Agent Affiliate Subordination Letters, duly executed by each
Affiliate of the Company (other than California Federal Bank, A Federal Savings
Bank and officers and directors of the Company) which from time to time holds
any Indebtedness (including, without limitation, any Indebtedness under
subsection 11.2(n), but other than trade credit in the ordinary course of
business, any Subordinated Intercompany Note, any Capital Contribution Note and
any Capital Gains Note) of the Company.

                          SECTION 11. NEGATIVE COVENANTS

         The Company hereby agrees that, until the Payment Obligations are Fully
Satisfied:

         11.1. Financial Covenants. The Company will not:

         (a) Leverage Ratio. Permit the Leverage Ratio of the Company and its
Subsidiaries for the period of four consecutive fiscal quarters ending on any
date during any period set forth below to be more than the amount set forth
opposite such period in which such four fiscal quarter end occurs:

                             Period               Ratio

                    12/31/01 through 9/30/03    1.40:1.00

                     12/31/03 and thereafter    1.10:1.00


         (b) Maximum Capital Expenditures. Permit the aggregate amount of
Capital Expenditures of the Company and its Subsidiaries during any fiscal year
of the Company to be more than $100,000,000; provided, however, that in the
event that any such amount permitted by this subsection 11.1(b) for Capital
Expenditures during any fiscal year is not expended during such fiscal year, an
amount equal to the lesser of (i) 50% of such unspent amount and (ii)
$25,000,000 may be carried over for expenditure in the following fiscal year and
any amounts so carried over shall be deemed to be the last amounts expended in
such following fiscal year; and provided, further, that the purchase price for
any property or asset acquired to replace a Surplus Asset within one year from
the date upon which it was contributed by the Company or any of its Subsidiaries
to a Permitted Joint Venture shall be deemed not to constitute a "Capital
Expenditure" for purposes of this subsection 11.1(b) to the extent that the
purchase price of such replacement asset has been treated as an "Investment" for
purposes of subsection 11.8(e).


<PAGE>
                                                                             107

(c) Maintenance of Minimum EBITDA. Permit EBITDA for the period of four
consecutive fiscal quarters ending on any date during any period set forth below
to be less than the amount set forth opposite such period in which such four
fiscal quarter end occurs:

                          Period               Amount

                 12/31/01 through 3/31/02  $180,000,000

                  6/30/02 through 9/30/02  $185,000,000

                 12/31/02 through 9/30/03  $210,000,000

                 12/31/03 through 9/30/04  $230,000,000

                  12/31/04 and thereafter  $250,000,000


         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 the Loans, the Notes, the
          Drafts and the L/C Obligations;

                  (b) Indebtedness existing on the date of this Agreement which
          is set forth in Schedule VII; and any Indebtedness resulting from the
          refinancing of any such Indebtedness, provided that (i) the primary
          obligor with respect to any such refinancing Indebtedness is
          the same as the primary obligor on the Indebtedness refinanced thereby
          and any contingent obligor of such refinancing Indebtedness was a
          contingent obligor of the Indebtedness refinanced thereby (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), (ii) the
          principal amount of any such refinancing Indebtedness (as determined
          as of the date of the incurrence of such refinancing Indebtedness in
          accordance with GAAP) does not exceed the principal amount of the
          Indebtedness refinanced thereby together with any premium actually
          paid thereon and reasonable costs and expenses (including underwriting
          discounts) incurred in connection with such refinancing Indebtedness,
          (iii) the effective annual interest expense applicable to such
          refinancing Indebtedness (as determined as of the date of the
          incurrence of such refinancing Indebtedness in accordance with GAAP)
          is not materially greater than the effective annual interest expense
          applicable to the Indebtedness refinanced thereby, (iv) such
          refinancing Indebtedness does not have any scheduled installments of
          principal thereof due prior to March 31, 2006 and (v) 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, either (A) the covenants, defaults and similar provisions
          applicable to such refinancing Indebtedness or obligations are no more

<PAGE>
                                                                             108

          restrictive, taken as a whole, than the provisions contained in this
          Agreement and do not conflict with the provisions of this Agreement or
          (B) such refinancing Indebtedness is otherwise upon terms and subject
          to definitive documentation which is in form and substance reasonably
          satisfactory to the Agents;

                  (c) Indebtedness in respect of unsecured public debt or
          unsecured long-term private placement financings of the Company;
          provided that such Indebtedness is in amount, form and substance
          reasonably satisfactory to the Required Lenders;

                  (d) Indebtedness (i) of the Company to any of its wholly-owned
          Subsidiaries, (ii) of any wholly-owned Subsidiary of the Company to
          any other wholly-owned Subsidiary of the Company and (iii) of any
          wholly-owned Subsidiary of the Company to the Company, provided, in
          each case, that the aggregate principal amount of such Indebtedness of
          any Subsidiary that is not a Guarantor incurred after the date hereof
          shall be subject to subsection 11.8(j);

                  (e) Indebtedness (including, without limitation, Indebtedness
          on account of letters of credit not issued under this Agreement)
          incurred for the working capital purposes of the Company or any of its
          Subsidiaries in an aggregate principal amount not exceeding for the
          Company and its Subsidiaries in the aggregate $30,000,000 (or, with
          respect to any other currency, the Equivalent in Dollars thereof);
          provided that for purposes of this subsection 11.2(e), such aggregate
          principal amount shall not include (x) an amount equal to the
          aggregate principal amount of Indebtedness of the Company or any of
          its Subsidiaries to any bank which is offset by compensating balances
          at such bank (which Indebtedness shall be permitted hereunder) and (y)
          Indebtedness otherwise permitted by this subsection 11.2;

                  (f) Indebtedness issued under the Indentures, and any
          Indebtedness resulting from the refinancing of any such Indebtedness
          (other than the Senior Secured Notes Indenture); provided that (i) the
          primary obligor with respect to any such refinancing Indebtedness is
          the same as the primary obligor on the Indebtedness refinanced thereby
          (except to the extent that such primary obligor may be substituted by
          a new primary obligor which has no material assets other than assets
          which, immediately prior to such substitution, constituted the assets
          of the original primary obligor), (ii) the principal amount of any
          such refinancing Indebtedness (as determined as of the date of the
          incurrence of such refinancing Indebtedness in accordance with GAAP)
          does not exceed the amount equal to the sum of the principal amount of
          the Indebtedness refinanced thereby together with any premium actually
          paid thereon and reasonable costs and expenses (including underwriting
          discounts) incurred in connection with such refinancing Indebtedness,
          (iii) such refinancing Indebtedness does not have any scheduled
          installments of principal thereof due prior to March 31, 2006 and is
          unsecured, (iv) if the Indebtedness being refinanced is subordinated,
          the subordination provisions of such refinancing Indebtedness is no
          less favorable to the Administrative Agent and the Lenders than the
          subordination provisions of the Indebtedness refinanced thereby and
          (v) either (A) the covenants, defaults and similar provisions
          applicable to such refinancing Indebtedness or obligations are no more
          restrictive, taken as a whole, than those in effect in the
          Indebtedness refinanced thereby and do not conflict with the
          provisions of this

<PAGE>
                                                                             109

          Agreement or (B) such refinancing Indebtedness is otherwise upon terms
          and subject to definitive documentation which is in form and substance
          reasonably satisfactory to the Required Lenders; provided, further,
          that (i) the aggregate principal amount of Senior Secured Notes at any
          time outstanding shall not exceed $363,000,000, (ii) the aggregate
          principal amount of Subordinated Notes at any time outstanding shall
          not exceed $650,000,000, (iii) the aggregate principal amount of the
          Company's 8-1/8% Senior Notes due 2006 at any time outstanding shall
          not exceed $250,000,000 and (iv) the aggregate principal amount of the
          Company's 9% Senior Notes due 2006 at any time outstanding shall not
          exceed $250,000,000;

                   (g) the Subordinated Intercompany Notes and any Capital Gains
          Notes;

                   (h) 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;

                   (i) Indebtedness of any Person which becomes a Subsidiary of
          the Company after the date of this Agreement (provided that (i) such
          Indebtedness was in existence on the date such Person became a
          Subsidiary, whether pursuant to a Committed Facility or otherwise and
          (ii) such Indebtedness was not created in contemplation of such Person
          becoming a Subsidiary) and any Indebtedness resulting from the
          refinancing of any such Indebtedness;

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

                   (k) Indebtedness which is incurred by the Company and its
          Subsidiaries which constitutes Investment Consideration incurred (i)
          for the deferred purchase price of capital stock, other equity
          interests or assets acquired in an acquisition from a Person other
          than the Company and its Subsidiaries of all or substantially all of
          the capital stock, other equity interests or assets of one or more
          Persons or (ii) in connection with any Investment in a Permitted Joint
          Venture;

                   (l) Indebtedness of the Company and its Subsidiaries under
          Interest Rate Agreements which are in existence on the date hereof and
          other Indebtedness of the Company and its Subsidiaries under Interest
          Rate Agreements which (i) have a tenor which is not in excess of five
          years, (ii) are not leveraged, (iii) are in an aggregate notional
          amount (net of any offsetting economic positions among such Interest
          Rate Agreements) not to exceed $200,000,000 at any one time
          outstanding (including, without limitation, all Interest Rate
          Agreements in effect on the date hereof) and (iv) have the sole
          purpose of netting the economic position and obligations of the
          Company and its Subsidiaries;

                   (m) foreign exchange 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;


<PAGE>
                                                                             110

                   (n) Indebtedness of the Company to Affiliates who have
          executed and delivered an Affiliate Subordination Letter in respect of
          working capital loans actually received in cash by the Company from
          such Affiliates in an aggregate principal amount not to exceed
          $50,000,000 at any one time outstanding; provided that (i) the rate of
          interest payable on account of such Indebtedness is less than the rate
          then payable on Eurodollar Loans hereunder and (ii) such Indebtedness
          shall not be repayable (and, in any event, shall not be repaid) at any
          time when a Default or Event of Default has occurred and is continuing
          (or would result therefrom);

                   (o) 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" in subsection 1.1 which is permitted by
          subsection 11.4;

                   (p) Indebtedness of any Foreign Subsidiary or a branch of a
          Domestic Subsidiary principally doing business outside of the United
          States, in an aggregate principal 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 that, such Indebtedness (i)
          is not guaranteed by the Company (except to the extent that the Lien
          permitted by subsection 11.3(o), 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;

                   (q) Indebtedness arising out of purchase money obligations of
          the Company and its Subsidiaries for computer software and hardware
          acquired by the Company and its Subsidiaries after the Closing Date in
          an aggregate principal amount not to exceed $15,000,000 at any one
          time outstanding (or, with respect to any other currency, the
          Equivalent in Dollars thereof); and

                   (r) Indebtedness in respect of the undrawn portion of the
          face amount of or unpaid reimbursement obligations in respect of
          letters of credit not issued under this 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 that such
          Indebtedness is offset or secured by a counterpart deposit,
          compensating balance or a pledge of cash deposits.

provided, however, that in no event may the Company or any of its Subsidiaries
incur any Indebtedness to REV Holdings.

                   11.3. Limitation on Liens. The Company will not, and will not
          permit any of its 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:


<PAGE>
                                                                             111

                   (a) Liens for taxes not yet due or which 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;

                   (b) 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 30 days or
          which are being contested in good faith and by appropriate
          proceedings, provided that no such Lien shall encumber any Collateral
          (as defined in any Security Document) under any of the Security
          Documents (other than inventory and real property) or any of the
          Unpledged International Property;

                   (c) pledges or deposits in connection with workers'
          compensation, unemployment insurance and other social security
          legislation, provided that no such Lien shall encumber any Collateral
          (as defined in any Security Document) under any of the Security
          Documents or any of the Unpledged International Property;

                   (d) deposits to secure the performance of bids, trade
          contracts (other than for borrowed money), leases, statutory
          obligations, surety and appeal bonds, performance bonds and other
          obligations of a like nature incurred in the ordinary course of
          business, provided that no such Lien shall encumber any Collateral (as
          defined in any Security Document) under any of the Security Documents
          or any of the Unpledged International Property;

                   (e) easements, rights-of-way, restrictions and other similar
          encumbrances incurred in the ordinary course of business which, in the
          aggregate, are not substantial in amount, and which 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;

                   (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
          that no such Lien shall encumber any Collateral (as defined in any
          Security Document) under any of the Security Documents or any of the
          Unpledged International Property;

                  (g) Liens existing on the date of this Agreement which (i)
          secure Indebtedness set forth in Schedule VII or any Contingent
          Obligations with respect to such Indebtedness as permitted by
          subsection 11.4 and any replacement Liens securing any Indebtedness
          resulting from the refinancing of any such Indebtedness as permitted
          by subsection 11.2(b) or securing any Contingent Obligations with
          respect to such Indebtedness as permitted by subsection 11.4, provided
          that no such Lien is spread to cover any additional property (except
          for additional property in the nature of improvements to property
          already subject to any such Lien or additions to accounts receivable
          or inventory, as the case may be, already subject to such Lien), and
          provided, further, that no such Lien (other than any such Lien on
          account of Indebtedness or Contingent Obligations constituting Bank
          Obligations) shall encumber any Collateral (as defined in any Security
          Document)

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                                                                             112

          under any of the Security Documents or any of the Unpledged
          International Property or (ii) are disclosed in the title insurance
          policies delivered pursuant to subsection 9.1(g);

                   (h) Liens under the Security Documents (including, without
          limitation, Liens which secure Bank Obligations as provided for in the
          Collateral Agency Agreement) or any other Lien securing all or any
          portion of the Payment Obligations;

                   (i) Liens securing any Indebtedness issued under the Senior
          Secured Notes Indenture and Indebtedness in respect thereof so long as
          (i) except with respect to any such Lien contemplated by subsection
          5.8 hereof, any such Liens are subject to the Collateral Agency
          Agreement and (ii) no such Lien shall encumber any property or asset
          of the Company or any of its Subsidiaries that is not subject to a
          first priority Lien granted under the Security Documents or pursuant
          to subsection 5.8 hereof in favor of the Administrative Agent (as
          defined in the Collateral Agency Agreement) for the benefit of the
          holders of the Bank Obligations;

                   (j) attachment, judgment or other similar Liens arising in
          connection with court or arbitration proceedings, provided that the
          same are discharged, or that execution or enforcement thereof is
          stayed pending appeal, within 30 days or (in the case of any execution
          or enforcement pending appeal) such lesser time during which such
          appeal may be taken;

                   (k) 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 that no such Lien shall encumber any Collateral
          (as defined in any Security Document) under any Security Document or
          any of the Unpledged International Property;

                   (l) Liens securing Eligible Obligations (as defined in the
          Collateral Agency Agreement), including any Indebtedness of any
          Subsidiary of the Company permitted under subsection 11.2(e) or any
          Contingent Obligation with respect to such Indebtedness permitted by
          subsection 11.4 or any Liens replacing such permitted Liens, provided
          that (i) no such Lien (other than any such Lien created under the
          Security Documents or securing reimbursement obligations under letters
          of credit not issued under this Agreement) shall encumber any asset of
          the Company or any of its Subsidiaries organized under the laws of a
          jurisdiction within the United States (other than any Lien on assets
          of a foreign branch of any Domestic Subsidiary of the Company, which
          assets are themselves located outside of the United States) or any
          Collateral (as defined in any Security Document) 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 this Agreement shall be limited to (A) the
          assets acquired or shipped with the support of such letter of credit
          and (B) any assets of the Company or such Subsidiary which are in the
          care, custody or control of such issuer of such letter of credit in
          the ordinary course of business;


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                   (m) any Lien securing any Indebtedness permitted under
          subsection 11.2(i) or under a Committed Facility which was in
          existence on the date such Person became a Subsidiary or such
          acquisition or Investment was made or any Contingent Obligation with
          respect to such Indebtedness permitted by subsection 11.4 or any Liens
          replacing such permitted Liens, provided that (i) such Lien existed on
          the date on which the Person owing such Indebtedness became a
          Subsidiary or such acquisition or Investment was made (or that such
          Lien replaced such a Lien), was not created in contemplation of its
          becoming a Subsidiary or acquisition or Investment being made and has
          not been spread to cover any additional property (except for
          additional property in the nature of improvements to property already
          subject to such Lien or additions to accounts receivable or inventory,
          as the case may be, already subject to such Lien) and (ii) the amount
          of Indebtedness secured thereby is not increased (except for any
          increase in such Indebtedness representing additional borrowings or
          the like under the same Committed Facility or permitted replacement
          thereof pursuant to which such Indebtedness was incurred and such
          Committed Facility existed on such date), and provided, further, that
          no such Lien shall encumber any of the Unpledged International
          Property;

                   (n) any Lien securing any working capital Indebtedness of any
          Subsidiary or any Contingent Obligation with respect to such
          Indebtedness, where such Indebtedness represents an increase in the
          aggregate principal amount of working capital Indebtedness and the
          Lien or Liens securing such Indebtedness are permitted by paragraph
          (g) or (m) of this subsection 11.3 (including the requirement that no
          such Lien is spread to cover any additional property (except for
          additional property in the nature of improvements to property already
          subject to such Lien or additions to accounts receivable or inventory,
          as the case may be, already subject to such Lien)), provided that (i)
          such increase is generally attributable to an increase in the working
          capital needs of such Subsidiary, (ii) such Indebtedness is permitted
          under subsection 11.2(e) and (iii) such Indebtedness is not guaranteed
          by the Company and provided, further, that no such Lien shall encumber
          any Collateral (as defined in any Security Document) under any of the
          Security Documents or any of the Unpledged International Property;

                   (o) 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 branch of a
          Domestic Subsidiary principally doing business outside of the United
          States, which Indebtedness is permitted pursuant to subsection
          11.2(p), provided that no such Lien shall encumber any Collateral (as
          defined in any Security Document) under any of the Security Documents
          or any of the Unpledged International Property;

                   (p) Liens in favor of Persons holding Indebtedness permitted
          pursuant to subsection 11.2(k), provided that such Liens shall extend
          only to the capital stock, other equity interests or assets acquired
          by the Company or its Subsidiaries for such Indebtedness or the
          interest in the applicable Permitted Joint Venture;

                   (q) possessory 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 subsection 11.8; provided that such Liens (i) attach only
          to such investments and (ii) secure only obligations incurred in the

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          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;

                   (r) Liens to secure the payment of all or a part of the
          purchase price of any computer software or hardware acquired after the
          Closing Date; provided that (i) the Indebtedness secured by such Liens
          shall be permitted pursuant to subsection 11.2(q) and (ii) such Liens
          shall not encumber any other assets or property of the Company or any
          of its Subsidiaries (except for proceeds thereof or other related
          collateral or additional property in the nature of improvements to
          property already subject to such Lien);

                   (s) 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 subsection 11.2(r); provided that
          the amount of any such deposit does not exceed the amount of the
          Indebtedness it secures; and

                   (t) additional Liens incurred in the ordinary course of
          business of the Company and its Subsidiaries securing Indebtedness or
          other obligations of the Company and/or any of its Subsidiaries not to
          exceed $10,000,000 (or, with respect to any other currency, the
          Equivalent thereof) in the aggregate at any one time outstanding,
          provided that no such Lien shall encumber any Collateral (as defined
          in any Security Document) under any of the Security Documents or any
          of the Unpledged International Property.

         11.4. Limitation on Contingent Obligations. The Company will not, and
will not permit any of its Subsidiaries to, agree to, or assume or incur, or
otherwise in any way be or become responsible or liable, directly or indirectly,
with respect to, any Contingent Obligation, except for:

                  (a) the Guarantees;

                  (b) Contingent Obligations set forth in Schedule VIII, and any
          Contingent Obligations resulting from the refinancing of any
          Indebtedness or obligations supported by such Contingent Obligations,
          provided that (i) the principal or face amount of any such refinancing
          Indebtedness or obligations (as determined as of the date of the
          incurrence of such refinancing Indebtedness or obligations in
          accordance with GAAP) does not exceed the principal or face amount of
          the Indebtedness or obligations refinanced thereby, (ii) the effective
          annual interest expense or cost applicable to such refinancing
          Indebtedness or obligations (as determined as of the date of the
          incurrence of such refinancing Indebtedness or obligations in
          accordance with GAAP) is not materially greater than the effective
          annual interest expense or cost applicable to the Indebtedness or
          obligations refinanced thereby and (iii) such refinancing Indebtedness
          or obligations (or any installment thereof) does not have any
          scheduled principal payments which are earlier than March 31, 2006
          (or, in any case in which such Indebtedness or obligations had
          scheduled principal payments prior to such date, no earlier than the
          dates of such scheduled payments);


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                  (c) any Contingent Obligation of the Company in the nature of
          a guarantee of any Indebtedness or other obligations of any of its
          Subsidiaries permitted under this Agreement;

                  (d) any Contingent Obligation of any of the Subsidiaries of
          the Company in the nature of a guarantee of any Indebtedness or other
          obligations of any of the Subsidiaries of such Subsidiary permitted
          under this Agreement;

                  (e) any Contingent Obligation of any Subsidiary of the Company
          in the nature of a guarantee of Indebtedness (other than the
          Subordinated Notes or any Indebtedness referred to in subsection
          11.2(b)) or other obligations of the Company or any other Subsidiary
          of the Company;

                  (f) any Contingent Obligation of the Company arising pursuant
          to the Agreement, dated as of February 7, 1994, by and among Robert B.
          Reich (as the Secretary of Labor of the United States), the Company
          and Mafco Holdings Inc.;

                  (g) any Contingent Obligation of the Company or any of its
          Subsidiaries in the nature of a guarantee of Indebtedness of any
          Permitted Joint Venture; provided that the incurrence of such
          Contingent Obligation is permitted by subsection 11.8(e); and

                  (h) any Contingent Obligation of the Company or any of its
          Subsidiaries in the nature of a guarantee of Indebtedness of officers
          and directors of the Company and its Subsidiaries in the ordinary
          course of business; provided that the sum of the aggregate principal
          amount of the Indebtedness so guaranteed and the aggregate principal
          amount of all then outstanding loans permitted by subsection 11.8(f)
          does not exceed $3,000,000 at any one time outstanding.

         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 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 enter into any such transaction or series of related transactions
with regard to a group of Subsidiaries which, if merged into a single
Subsidiary, would constitute 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 Specified Default or Event of
Default has occurred and is continuing (or would result therefrom):

                  (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 subsection 11.6 or subsection 11.8(d) or
          (e).


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         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 shares of capital stock or
other equity interests (other than any director's qualifying shares), 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 or (ii) contemplated by clause (a)(ii))(Z) of the
          definition of "Net Proceeds Event";

                  (b) sales 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) during such time as no Specified Default or Event of
          Default has occurred and is continuing (or would result therefrom),
          Permitted Intercompany Transfers;

                  (d) during such time as no Specified Default or Event of
          Default has occurred and is continuing (or would result therefrom),
          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) during such time as no Specified Default or Event of
          Default has occurred and is continuing (or would result therefrom),
          sales, transfers and other dispositions of assets of the Company and
          its Subsidiaries to Permitted Joint Ventures in accordance with the
          provisions of subsection 11.8;

                  (f) during such time as no Specified Default or Event of
          Default has occurred and is continuing (or would result therefrom),
          any Resale Transactions to unaffiliated third parties for fair market
          value;

                  (g) other sales, transfers and other dispositions by the
          Company and its Subsidiaries which are permitted by subsections 11.3
          or 11.5;

                  (h) the sale, transfer or other disposition by the Company or
          any of its Subsidiaries of the assets set forth on Schedule XV; and

                  (i) the sale, transfer or other disposition by RIC of the
          German Distribution Shares and the German Distribution Option.

         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 no Default or Event of Default has occurred and is continuing
at the time such Restricted Payment is made or would result therefrom and the
representations and warranties deemed to be made pursuant to subsection 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 Company Tax Sharing Agreement, with respect to state and local
          taxes and, with the prior consent of the Required Lenders, federal
          taxes; provided, however, that (x) any Capital Gains Amounts which are
          payable under the Company Tax Sharing Agreement shall be paid
          exclusively by means of a Capital Gains Note, (y) no such Restricted
          Payment (whether in cash or otherwise) shall be made more than ten
          Business Days prior to the date upon which Mafco's or the relevant
          Affiliate's related liability to the Internal Revenue Service (or the
          relevant state or local taxing authority) for tax (including estimated
          taxes) is paid (or, if no such taxes are payable, ordinarily would
          have been due) and (z) the aggregate amount which is then to be paid
          by the Company and its Subsidiaries pursuant to this subsection
          11.7(a)(i) shall not be in excess of the amount which is to be paid by
          Revlon to its Parents pursuant to the Company Tax Sharing Agreement;

                  (ii) Restricted Payments made to Permitted Joint Ventures, to
          the extent that such Restricted Payments are permitted pursuant to
          subsection 11.8(e);

                  (iii) Restricted Payments made from time to time to finance
          (A) the purchase by Revlon of its common stock (for not more than
          market price) in connection with the delivery of such common stock to
          grantees under any stock option plan maintained by it upon the
          exercise by such grantees of stock options, restricted stock or stock
          appreciation rights settled with common stock or upon the grant of
          shares of common stock or restricted stock pursuant thereto and (B)
          the payment by Revlon of amounts owing in respect of restricted stock,
          stock appreciation rights and performance units under any such stock
          option plan; provided 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, Inc. together with any other investments
          made as permitted under subsection 11.8(g), does not exceed $8,000,000
          in any year and (y) amounts available pursuant to this clause (iii) to
          be utilized for Restricted Payments during any year which are not
          utilized during such year may be carried forward and utilized in any
          succeeding year;

                  (iv) subject to the limitations set forth in subsections
          11.8(f) and 11.8(g), Restricted Payments made from time to time to
          finance the investments contemplated by subsections 11.8(f) and
          11.8(g).

                  (b) The making of each Restricted Payment pursuant to
          subsection 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 subsections
          8.10 and 8.21(a) are true and correct in all material respects.

         11.8. Limitation on Investments. The Company will not, and will not
permit any of its Subsidiaries to, make or commit 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 make any other investment in, any
Person, except as otherwise permitted by subsection 11.10 and except that:


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                  (a) each of the Company and its Subsidiaries may make or
          commit to make investments in Cash Equivalents;

                  (b) each of the Company and its Subsidiaries may make or
          commit to make investments in accounts, contract rights and chattel
          paper (as defined in the Uniform Commercial Code), 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 Interest Rate Agreements;

                  (c) the Company may make or commit to make any loan or advance
          or purchase any securities constituting a Restricted Payment permitted
          by subsection 11.7;

                  (d) if in the reasonable judgment of the Company, any customer
          is deemed to be in a reorganization or unable to make a timely cash
          payment on Indebtedness or other obligations of such customer owing to
          it, each of the Company and its Subsidiaries may invest or commit to
          invest in securities issued by such customer or any Affiliate thereof
          (other than any Affiliate of the Company) in lieu of cash payment;
          provided 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 or
          commit to make Investments; provided 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 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 all such
          Investments plus Intercompany Investments made pursuant to subsection
          11.8(j)(iii)(z) does not exceed $7,500,000 per calendar year;
          provided, further, that none of the Company or any of its Subsidiaries
          shall commit to make any Investment unless such Investment is then
          permitted hereunder;

                  (f) each of the Company and its Subsidiaries may make or
          commit to make loans to officers and directors of the Company and its
          Subsidiaries in the ordinary course of business in an aggregate
          principal amount which, in the aggregate with all then outstanding
          Contingent Obligations permitted by subsection 11.4(h), does not
          exceed $3,000,000 at any one time outstanding from the Company and its
          Subsidiaries to all such officers and directors;

                  (g) the Company (and, in the case of clause (ii) below, the
          Company's Domestic Subsidiaries) may make or commit to 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 that the aggregate amount of such
          purchases and other investments under this subsection 11.8(g), does
          not exceed $8,000,000 in any year and (ii) amounts available pursuant
          to this subsection 11.8(g) to

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          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 subsection
          11.7(a)(iii), each of the Company and its Subsidiaries may make or
          commit to make investments from time to time in connection with the
          transactions contemplated by subsection 11.7(a)(iii);

                  (i) RIC may acquire or commit to acquire the German
          Distribution Shares in connection with the exercise of the German
          Distribution Option in accordance with its terms; and

                  (j) each of the Company and its Subsidiaries may make or
          commit to make any advance, loan, extension of credit or capital
          contribution to, or purchase any stock, bonds, notes, debentures or
          other securities of, or make any other investment in, any of the
          Company or any Subsidiary (each an "Intercompany Investment");
          provided that with respect to any Intercompany Investment made after
          the date hereof by the Company or any Domestic Subsidiary in any
          Subsidiary that is not a Guarantor, (i) such Intercompany Investment
          shall only be made in the ordinary course of business or consistent
          with past practice, (ii) 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 that is a Guarantor, shall be promptly pledged to the
          Administrative Agent, for the benefit of the holders of the Bank
          Obligations, pursuant to the relevant Security Documents and which, if
          the principal amount of such note is determined by reference to a
          grid, schedule or exhibit attached thereto which requires the holder
          thereof to update such grid, schedule or exhibit to evidence any
          advance, loan or other extension of credit made pursuant to such note,
          shall require the grid, schedule or exhibit attached thereto to be
          updated no more frequently than four times per calendar year on or
          about the dates financial statements are required to be delivered to
          the Administrative Agent pursuant to subsections 10.1(a) and 10.1(c)
          hereof and (iii) 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, (I) 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 or
          (II) if applicable, the Local Loans made or the Acceptances created by
          the relevant Local Fronting Lender to such Foreign Subsidiary would be
          subordinated to any obligations of such Foreign Subsidiary owing to
          any other Person, (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) 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) require the Foreign Subsidiary

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          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
          pursuant to this subsection 11.8(j)(iii)(z) plus amounts expended
          pursuant to subsection 11.8(e) do not exceed $7,500,000 per calendar
          year.

         11.9. Limitation on Payments on Account of Debt; Synthetic Purchase
Agreements. The Company will not, and will not permit any of its Subsidiaries
to:

         (a) amend, waive, supplement or otherwise modify in any material
     respect (including, without limitation, amendments of the interest rate or
     payment terms thereof) any Indenture or any agreement governing the
     Subordinated Notes, any Indebtedness permitted pursuant to subsection
     11.2(c) or any Indebtedness not permitted pursuant to the terms of this
     Agreement as in effect on the date hereof but entered into with the consent
     of the Required Lenders;

         (b) amend, waive, supplement or otherwise modify any Affiliate
     Subordination Letter, any Subordinated Intercompany Note, any Capital Gains
     Notes or any Capital Contribution Note;

         (c) directly or indirectly, defease, or make or commit to make any
     optional prepayment of, or otherwise repurchase, any of its Indebtedness,
     except:

                  (i) Indebtedness under this Agreement, the Notes and the
          Drafts;

                  (ii) Indebtedness which is (A) permitted by paragraphs (d),
          (e), (j), and (l) through (r) of subsection 11.2, or (B) permitted by
          subsection 11.2(i) and has a final maturity which is earlier than the
          Termination Date;

                  (iii) Indebtedness permitted by subsection 11.2(b) upon any
          refinancing thereof in accordance with the provisions of said
          subsection 11.2(b) and Indebtedness (other than the Senior Secured
          Notes) permitted by subsection 11.2(f) upon any refinancing thereof in
          accordance with the provisions of said subsection 11.2(f); and

                  (iv) other Indebtedness in an aggregate principal amount not
          to exceed $5,000,000 (or, with respect to any other currency, the
          Equivalent thereof on the date of such payment or prepayment) prior to
          the Termination Date; or


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(d)   enter into or be party to, or make any payment under, any Synthetic
      Purchase Agreement.

         11.10. Limitation on Transactions with Affiliates. The Company will
not, and will not permit any of its Subsidiaries to, (a) engage in any
transaction with any Affiliate of the Company, except upon terms no less
favorable to the Company or such Subsidiary, as the case may be, than it would
obtain in a comparable arm's length transaction with a Person, not an Affiliate,
or (b) sell, transfer, convey, assign or otherwise dispose of any material asset
to any Affiliate of the Company; provided, however, that nothing contained in
this subsection 11.10 shall prohibit (x) the Company from making Restricted
Payments permitted by subsection 11.7 or (y) the Company or any of its
Subsidiaries from engaging in any transaction pursuant to and in accordance with
the Occupancy Agreement, dated as of January 1, 1995, between Revlon Holdings
and the Company, as occupant, or the Lease, dated as of April 2, 1993, by Revlon
Holdings, as landlord, to the Company, as tenant, with respect to the research
and development facility.

         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 or Petroleum Products, except in compliance in all respects
with all 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, or on the part of any tenant or subtenant, of Hazardous Materials or
Petroleum Products onto any such property or asset in violation of any
Environmental Law, except to the extent that any such failure to comply with
applicable Environmental Laws would not be reasonably likely to have a Material
Adverse Effect.

         11.12. Accounting Changes. (a) The Company will not, and will not
permit any of its 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, 2000, unless (i) such changes are required or permitted by GAAP,
(ii) such changes are disclosed to the Lenders through the Administrative Agent
or otherwise and (iii) if requested by the Agents, relevant prior financial
statements are reconciled (in form and detail reasonably satisfactory to the
Agents) to show comparative results and reconciliations.

         (b) Notwithstanding anything to the contrary contained herein,
compliance with the financial covenants contained in subsection 11.1 shall be
determined based upon GAAP as in effect as of the date of, 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, 2000.

         11.13. Limitation on Negative Pledge Clauses. The Company will not, and
will not permit any of its Subsidiaries to, enter into any agreement (other than
the Credit Documents) with any Person which prohibits or limits the ability of
the Company or any of its Subsidiaries to create, incur, assume or suffer to
exist any Lien upon any of its properties, assets or revenues, whether now owned
or hereafter acquired; provided, however, that any of the Company and its
Subsidiaries may enter into any such agreement to the extent that such agreement
is in

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connection with a Lien permitted by paragraph (c), (d), (f), (g) (to the
extent that such agreement is in effect on the date hereof), (h), (i), (k), (l),
(m) (to the extent that such agreement is in effect on the date upon which the
relevant asset is acquired), (n), (o), (p), (q), (r), (s) or (t) of subsection
11.3 and any such prohibitions or limitations apply only to the property
encumbered by such Lien.

         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 adverse to the interests of the Company or the Lenders
without the prior written consent of the Required Lenders.

         11.15. Other Designated Obligations. The Company will not, and will not
permit any of it Subsidiaries to, designate (a) any Indebtedness or obligations
as "New Working Capital Indebtedness" under (and as defined in) the Collateral
Agency Agreement unless (i) after giving effect to such designation, the
aggregate principal amount of outstanding Existing Working Capital Indebtedness
(as defined in the Collateral Agency Agreement) plus the aggregate principal
amount of outstanding New Working Capital Indebtedness shall not exceed
$30,000,000 at any time outstanding, (ii) a Foreign Subsidiary or a branch of a
Domestic Subsidiary principally doing business outside of the United States is
the obligor in respect of such designated Indebtedness or other obligations and
(iii) if such designation relates to Indebtedness, such designated Indebtedness
is permitted by subsection 11.2(e), (b) any Indebtedness permitted by subsection
11.2(r) as an "Eligible Obligation" under (and as defined in) the Collateral
Agency Agreement or (c) any Indebtedness or obligations as "Other Permitted
First Lien Obligations" or "Other Permitted Second Lien Obligations" under the
Collateral Agency Agreement.


                         SECTION 12. EVENTS OF DEFAULT

            Upon the occurrence and during the continuance of any of the
following events:

                  (a) Payments. Failure by any Borrower to pay any principal of
          any Loan, Note or Draft, or any Reimbursement Obligation, when due in
          accordance with the terms thereof and hereof; or failure by any
          Borrower to pay any interest on any Loan, Note or Draft, or any
          Reimbursement Obligation, within five 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 Credit Document within five days
          after the date when due; or

                  (b) Representations and Warranties. Any representation or
          warranty made or deemed made by any Borrower, any Pledgor, any Grantor
          or any Guarantor in any Credit 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


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                  (c) Certain Covenants. Default by the Company in the
          observance or performance of any negative covenant or agreement
          contained in Section 11 or the observance of any covenant or agreement
          contained in subsection 10.13; or

                  (d) Other Covenants. Default by the Company in the observance
          or performance of any other covenant or agreement contained or
          incorporated by reference in this Agreement and the continuance of
          such default unremedied for a period of 15 days; or

                  (e) Security Document Covenants. Default by any Borrower, any
          Pledgor, any Grantor or any Guarantor in the observance or performance
          of any covenant or agreement contained or incorporated by reference in
          any Security Document and such default shall continue beyond the grace
          period provided in such Security Document; or

                  (f) Effectiveness of the Security Documents. On or after the
          Closing Date, (i) for any reason (other than any act on the part of
          the Administrative Agent, the Documentation Agent, the Syndication
          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 or (ii) any Borrower,
          any Pledgor, any Grantor or any Guarantor shall assert in writing that
          any Security Document has ceased to be or is not in full force and
          effect; or

                  (g) Cross Default. Any of Revlon or any of its Subsidiaries
          shall Cross Default;

                  (h) 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, more than 25% of the issued and
          outstanding voting power of the Company, or (iii) the Continuing
          Directors shall cease to constitute at least 66-2/3% of the board of
          directors of the Company; or

                  (i) Ownership. Revlon shall at any time for any reason cease
          to be the beneficial owner of 100% of the outstanding shares of
          capital stock and other equity interests of the Company; or

                  (j) Tax Matters. The Company or any of its Subsidiaries shall
          make any payment (whether in cash or in kind, but other than pursuant
          to any Capital Gains Note) to a Parent on account of any Capital Gains
          Amount; or

                  (k) 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
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                                                                             124

                  (l) Commencement of Bankruptcy or Reorganization Proceeding.
          (i) Revlon, any Borrower 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, any Borrower or any of its Subsidiaries any
          such case, proceeding or other action referred to in clause (i) which
          results in the entry of an order for relief or any such adjudication
          or appointment remains undismissed, undischarged or unbonded for a
          period of 60 days, provided that each Borrower, for itself and as
          agent for each of its Subsidiaries, hereby expressly authorizes the
          Administrative Agent, the Documentation Agent, the Syndication Agent
          and each Lender to appear in any court conducting any such case,
          proceeding or other action during said 60-day period to preserve,
          protect and defend their rights under the Credit Documents; or (iii)
          there shall be commenced against Revlon, any Borrower or any of its
          Subsidiaries any case, proceeding or other action seeking issuance of
          a warrant of attachment, execution, distraint or similar process
          against all or any substantial part of its assets which results in the
          entry of an order for any such relief which shall not have been
          vacated, discharged, or stayed or bonded pending appeal within 60 days
          from the entry thereof; or (iv) Revlon, any Borrower 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 (l); or (v) Revlon, any
          Borrower 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

                  (m) 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 $5,000,000 or more or any
          judgment or decree shall be entered against Revlon in excess of
          $20,000,000 (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 pending appeal
          within 60 days from the entry thereof (provided that no Event of
          Default shall arise under this Section 12(m) 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 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 pending appeal; or


<PAGE>
                                                                             125

                  (n) 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, (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

                  (o) 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 the Administrative Agent, the Documentation Agent,
          the Syndication 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 cease 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 Subordinated Notes or other
          Indebtedness (other than trade credit in the ordinary course of
          business, the Subordinated Intercompany Notes, any Capital
          Contribution Note and any Capital Gains Note) of the Company or any of
          its Subsidiaries shall be held by (or otherwise owing to) any
          Affiliate of the Company (other than California Federal Bank, A
          Federal Savings Bank and 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 Business Days following the acquisition of such Indebtedness by
          such Affiliate; or

                  (p) Additional Subsidiaries. Revlon shall create or otherwise
          have any direct Subsidiary other than the Company; or

                  (q) Capital Contributions. Revlon shall fail to make Capital
          Contributions to the Company in a timely manner in the amount equal to
          the Net Proceeds of any Equity Offering; provided, however, that for
          purposes of this Section 12(q), the term "Equity Offering" shall not
          include any Equity Offering made by any Person (other than Revlon) of
          all or any portion of the capital stock or other equity interests of
          Revlon; or

                  (r) Revlon Operations. Revlon shall have any meaningful assets
          (other than any Capital Gains Notes and Capital Contribution Notes) or
          Indebtedness (other than (x) Indebtedness of the type contemplated by
          clause (i) of the definition of such term, (y) Indebtedness in respect
          of the Revlon Guarantee and (z) Indebtedness in respect of the Senior
          Secured Notes), or shall conduct any meaningful business, other than
          (i) its

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                                                                             126

          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 (l) of this Section 12, automatically
the Commitments shall immediately terminate and the Loans hereunder (with
accrued interest thereon) and all other amounts owing under this Agreement
(including, without limitation, all amounts of L/C Obligations, whether or not
the beneficiaries of the then outstanding Letters of Credit shall have presented
the documents required thereunder), the Notes and the Drafts shall immediately
become due and payable, and (y) if such event is any other Event of Default,
either or both of the following actions may be taken: (i) 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 (on
its own behalf and as agent for the Local Borrowing Subsidiaries), declare the
Commitments to be terminated forthwith, whereupon the Commitments shall
immediately terminate; and/or (ii) 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 (on its own behalf and as
agent for the Borrowing Subsidiaries), declare all or any part of the Loans
(with accrued interest thereon) and any other amounts owing under this Agreement
(including, without limitation, all amounts of L/C Obligations, whether or not
the beneficiaries of the then outstanding Letters of Credit shall have presented
the documents required thereunder), the Notes and the Drafts to be due and
payable forthwith, whereupon the same shall immediately become due and payable.

            With respect to all Letters of Credit with respect to which
presentment for honor shall not have occurred at the time of an acceleration
pursuant to the preceding paragraph, the Company shall at such time deposit as
collateral security for such Letters of Credit in a cash collateral account
opened by the Administrative Agent an amount of cash in Dollars equal to the
Deposit Requirement in effect at such time. Amounts held in such cash collateral
account shall be applied by the Administrative Agent (in such order as it shall
elect) to the payment of the Payment Obligations on account of the Letters of
Credit which are then or thereafter due and payable and to cause any
then-outstanding Undrawn L/C Obligations to be Fully Secured. Following the
payment of all such Payment Obligations and the termination of all Letters of
Credit, any balance remaining in such cash collateral account shall be returned
to the Company.

            Except as expressly provided above in this Section 12, presentment,
demand, protest and all other notices of any kind are hereby expressly waived.



                             SECTION 13. THE AGENTS

         13.1. Appointment. Each Lender hereby irrevocably designates and
appoints JPMorgan Chase Bank (and any successors thereto who are appointed in
accordance with the provisions of subsection 13.10) as the Administrative Agent
under the Credit Documents. Each Lender hereby irrevocably designates and
appoints Citibank as the Documentation Agent under the Credit Documents. Each
Lender hereby irrevocably designates and appoints Lehman as the Syndication
Agent under the Credit Documents. Each Lender hereby irrevocably authorizes

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                                                                             127

JPMorgan Chase Bank (and any such successors thereto), as the Administrative
Agent for such Lender, Citibank, as the Documentation Agent for such Lender, and
Lehman, as the Syndication Agent for such Lender, to take such action, in the
Administrative Agent's, the Documentation Agent's or the Syndication Agent's
discretion, as the case may be, on its behalf under the provisions of the Credit
Documents and to exercise such powers and perform such duties as are expressly
delegated to the Administrative Agent, the Documentation Agent or the
Syndication Agent, as the case may be, by the terms of the Credit Documents,
together with such other powers as are reasonably incidental thereto. JPMorgan
Chase Bank hereby accepts its appointment as the Administrative Agent and the
authorization set forth above. Citibank hereby accepts its appointment as the
Documentation Agent and the authorization set forth above. Lehman hereby accepts
its appointment as the Syndication Agent and the authorization set forth above.
Notwithstanding any provision to the contrary in the Credit Documents, neither
the Administrative Agent, the Documentation Agent nor the Syndication Agent
shall have any duties or responsibilities, except those expressly set forth in
the Credit Documents, nor any fiduciary relationship with any Lender, and no
implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into the Credit Documents or otherwise exist against
the Administrative Agent, the Documentation Agent or the Syndication Agent in
such capacity. Except as otherwise set forth in this Agreement or in the
Security Documents, the duties of the Administrative Agent with respect to the
collateral provided pursuant to the Security Documents shall terminate upon
termination of the Commitments under this Agreement and (x) if a Notice of an
Actionable Event has been delivered and remains in effect, on the Termination
Date (as defined in the Collateral Agency Agreement) and (y) if no such Notice
of an Actionable Event remains in effect, on the date upon which the Payment
Obligations have been Fully Satisfied; provided that nothing contained herein
shall impair the rights of the Administrative Agent to any indemnity, which
rights shall survive the termination of the Commitments and the payment in full
of all amounts owing to the Administrative Agent, the Documentation Agent, the
Syndication Agent, the Arranger and the Lenders under this Agreement.
Notwithstanding anything to the contrary contained in this Agreement, the
parties hereto hereby agree that the Co-Agents shall have no rights, duties,
responsibilities or liabilities in their respective capacities as such and that
no Co-Agent shall have the authority to take any action hereunder in its
capacity as such.

         13.2. Consultation with Documentation Agent and Syndication Agent. The
Administrative Agent shall consult with each of the Documentation Agent and the
Syndication Agent with respect to any material issues related to the Borrowers
or any material provision under this Agreement, including, but not limited to,
any amendment or waiver pursuant to subsection 14.1.

         13.3. Delegation of Duties. Each of the Agents may execute any of its
respective duties under the Credit Documents by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. None of the Agents shall be responsible for
the negligence or misconduct of any agents or attorneys-in-fact selected by it
with reasonable care.

         13.4. Exculpatory Provisions. None of the Agents, the Arranger, the
Swing Line Lender, any Issuing Lender or any Local Fronting Lender, nor any of
their respective

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                                                                             128

officers, directors, employees, agents, attorneys-in-fact or affiliates, shall
be (a) liable to any of the Lenders for any action lawfully taken or omitted to
be taken by it or such Person under or in connection with the Credit Documents
(except for its or such Person's own gross negligence or willful misconduct) or
(b) responsible in any manner to any of the Lenders for any recitals,
statements, representations or warranties made by any Borrower or any officer
thereof contained in the Credit Documents or in any certificate, report,
statement or other document referred to or provided for in, or received by it
under or in connection with, the Credit Documents or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of the Credit
Documents (other than with respect to its own due execution and delivery
thereof) or the perfection of any security interest contemplated thereby or for
any failure of any party thereto (other than such Agent in such capacity) to
perform its obligations thereunder. None of the Agents, the Arranger, the Swing
Line Lender, any Issuing Lender or any Local Fronting Lender shall be under any
obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, the Credit
Documents, or to inspect the properties, books or records of any party to any
thereof.

         13.5. Reliance by the Agents. Each of the Agents, the Arranger and each
Lender (including, without limitation, the Swing Line Lender, each Local
Fronting Lender and each Issuing Lender) shall be entitled to rely, and shall be
fully protected in relying, upon any writing, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype
message, statement, order or other document or conversation believed by it to be
genuine and correct and to have been signed, sent or made by the proper Person
or Persons and upon advice and statements of legal counsel (including, without
limitation, counsel to the Company), independent accountants and other experts
selected by such Agent or Arranger, as the case may be. The Administrative Agent
may deem and treat the payee of any Note or on account of any Loan as the owner
thereof for all purposes unless a written notice of assignment, negotiation or
transfer thereof shall have been filed with it (in its capacity as such). Each
Agent and the Arranger shall be fully justified in failing or refusing to take
any action under any Credit Document unless it shall have received such advice
or concurrence of the Required Lenders as it deems appropriate or it shall have
been expressly indemnified to its satisfaction by the Lenders or, at its option,
the Required Lenders against any and all liability and expense which may be
incurred by it by reason of taking or continuing to take any such action (except
that no such indemnification need include any indemnification for any
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting solely from the gross negligence or
willful misconduct of such Agent or the Arranger, as the case may be). Each
Agent, the Arranger and each Lender (including, without limitation, the Swing
Line Lender, each Local Fronting Lender and each Issuing Lender), and their
respective officers, directors, employees, agents, attorneys-in-fact or
affiliates, shall in all cases be fully protected in acting, or in refraining
from acting, under the Credit Documents upon advice of counsel or in accordance
with a request of the Required Lenders (except in cases in which a greater
number of Lenders is required, in which case the Agents, the Arranger and each
Lender, and their respective officers, directors, employees, agents,
attorneys-in-fact or affiliates, shall in all cases be fully protected in
acting, or in refraining from acting, under the Credit Documents in accordance
with a request of such Lenders), and such request, and any action taken or
failure to act pursuant thereto, shall be binding upon all Lenders and all
future holders of the Loans and the Notes.


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                                                                             129

         13.6. Notice of Default. None of the Agents shall be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default unless
the Administrative Agent has received notice from a Lender or a Borrower
referring to this Agreement, describing such Default or Event of Default and
stating that such notice is a "notice of default." In the event that the
Administrative Agent receives any such notice, it shall promptly give notice
thereof to each of the Documentation Agent and the Syndication Agent (in such
capacity) and to the Lenders. The Administrative Agent shall take such action
with respect to any Default or Event of Default as shall be reasonably directed
by the Required Lenders; provided that, unless and until the Administrative
Agent shall have received any such directions, it may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable in the best
interests of the Lenders.

         13.7. Non-Reliance on the Agents, the Arranger and the Other Lenders.
Each Lender expressly acknowledges that none of the Agents, nor the Arranger,
nor any of their respective officers, directors, employees, agents,
attorneys-in-fact or affiliates, has made any representations or warranties to
such Lender and that no act by such Lender hereinafter taken, including any
review of the affairs of the Company or any Subsidiary or any Affiliate of any
of the foregoing, shall be deemed to constitute any representation or warranty
by the Administrative Agent, the Documentation Agent, the Syndication Agent or
the Arranger to any Lender. Each Lender represents to the Agents that it has or
will, independently and without reliance upon the any Agent, the Arranger or any
other Lender, and based on such documents and information as it has deemed or
will deem appropriate, made and will make its own appraisal of and investigation
into the business, operations, property, financial and other condition and
creditworthiness of the Company and its Subsidiaries and Affiliates and made and
will make its own decision to make its Loans and other extensions of credit and
enter into the Credit Documents to which it is or will be a party. Each Lender
also represents that it will, independently and without reliance upon any Agent
or the Arranger 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
analysis, appraisals and decisions in taking or not taking action under the
Credit Documents, and to make such investigation as it deems necessary to inform
itself as to the business, operations, property, financial and other condition
and creditworthiness of the Company and its Subsidiaries and Affiliates. Each
Lender acknowledges that no action on the part of any Agent or the Arranger
shall relieve such Lender from performing its own credit analysis and making its
own determination prior to, and from time to time after, its entering into this
Agreement with respect to the nature of the transaction contemplated hereby and
assuming any risks or disadvantages to it that may arise out of any such
determination. Except for notices, reports and other documents expressly
required to be furnished to the Lenders, or obtained, by the Agents or the
Arranger, as the case may be, under the Credit Documents, the Agents and the
Arranger in such respective capacities shall have no duty or responsibility to
provide any Lender with any credit or other information concerning the business,
operations, property, financial and other condition or creditworthiness of the
Company and its Subsidiaries and Affiliates which may come into the possession
of either of them or the possession of any of their officers, directors,
employees, agents, attorneys-in-fact or affiliates. The Administrative Agent
hereby agrees that, promptly following the Closing Date, it will provide to each
Lender a copy of each of the documents

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                                                                             130

required to be furnished by the Company to the Administrative Agent prior to the
Closing Date pursuant to subsection 9.1.

         13.8. Indemnification. The Lenders agree to indemnify the Agents, the
Co-Agents and the Arranger (in their respective capacities as such) and the
Multi-Currency Lenders agree to indemnify the Swing Line Lender, the Issuing
Lender with respect to Letters of Credit and each Local Fronting Lender (in
their respective capacities as such), and (in any such case) their respective
officers, directors, employees, agents, attorneys-in-fact or affiliates, to the
extent not reimbursed by the Company and without limiting the obligation of the
Company to do so, ratably according to the respective amounts of their pro rata
shares of the Aggregate Commitment at the time of occurrence of the event giving
rise to such claim for indemnity, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind whatsoever (including, without limitation,
legal fees and disbursements, but other than amounts owing by a Non-Funding
Lender on account of principal, interest or the funding of participating
interests required to be purchased by such Non-Funding Lender hereunder) which
may at any time (including, without limitation, at any time following the
payment of the Loans, Notes and other Payment Obligations) be imposed on,
incurred by or asserted against any such indemnified Person, in its respective
capacity as such, in any way relating to or arising out of the Credit Documents,
or any documents contemplated by or referred to therein or the transactions
contemplated thereby or any action taken or omitted by such indemnified Person,
in its respective capacity as such, thereunder or in connection therewith,
provided that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the gross negligence or willful
misconduct of such indemnified Person, in its respective capacity as such, or,
in the case of a claim against any Agent or the Arranger (in its respective
capacity as such) arising from a lawsuit against such Agent or the Arranger, as
the case may be, if such Lender was not given notice of said lawsuit and an
opportunity to participate in the defense thereof at its own expense. The
agreements in this subsection 13.8 shall survive the payment of the Loans, the
Notes, the Drafts, the Reimbursement Obligations and all other amounts payable
hereunder. The Administrative Agent shall have the right to deduct any amount
owed to it by any Lender under this subsection from any payment made by it to
such Lender hereunder.

         13.9. Each of the Agents and the Arranger in Its Individual Capacity.
Each of the Agents, the Co-Agents and the Arranger and their Affiliates may make
loans to, accept deposits from and generally engage in any kind of business with
the Company and any of its Subsidiaries or Affiliates as though it were not an
Agent, Co-Agent or the Arranger, as the case may be, hereunder. With respect to
its Loans and any Notes or other promissory note issued to it (in its capacity
as a Lender), with respect to any Local Loan or Acceptance made, created or
participated in by it (in its capacity as a Lender) and with respect to any
Letter of Credit issued or participated in by it (in its capacity as a Lender),
each Agent, Co-Agent and the Arranger, shall have the same rights and powers
under this Agreement as any Lender and may exercise the same as though it were
not an Agent, Co-Agent or the Arranger, as the case may be, and the terms
"Lender" and "Lenders" shall include each of the Agents, the Co-Agents and the
Arranger, in its respective individual capacity.


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                                                                             131

         13.10. Successor Agents. The Administrative Agent, the Documentation
Agent or the Syndication Agent may resign as Administrative Agent, Documentation
Agent or Syndication Agent, as the case may be, upon 30 days' notice to the
Lenders and the Company (on its own behalf and as agent for the Local Borrowing
Subsidiaries). If the Administrative Agent shall resign as such, then Citibank,
N.A. shall (subject to receipt by the Company of the prior written consent of
Citibank) be appointed (automatically and without any act on the part of, or
notice to, any Person) as successor Administrative Agent for the Lenders;
provided that, if Citibank shall not have so consented to such appointment or
shall have ceased to hold any portion of the Loans or Commitments hereunder, the
Required Lenders shall appoint from among the Lenders a successor Administrative
Agent for the Lenders, which successor Administrative Agent shall be approved by
the Company, such approval not to be unreasonably withheld (or, if the Required
Lenders and the Company are unable to select such successor Administrative Agent
within such 30-day period, a successor Administrative Agent shall be selected by
the Agents). From and after such appointment of a successor administrative
agent, such successor administrative agent shall succeed to the rights, powers
and duties of the resigning Administrative Agent under all of the Credit
Documents, and the term "Administrative Agent" shall mean such successor
Administrative Agent effective upon its appointment, and the former
Administrative Agent's rights, powers and duties as the Administrative Agent
shall be terminated, without any other or further act or deed on the part of
such former Administrative Agent or any of the parties to this Agreement or any
holders of the Loans, the Notes, the Drafts or the other Payment Obligations. If
the Documentation Agent, the Syndication Agent or the Arranger shall resign as
such, no successor Documentation Agent, Syndication Agent or Arranger shall be
appointed, and the Administrative Agent shall succeed to all of the rights,
powers and duties of the resigning Documentation Agent, Syndication Agent or
Arranger, as the case may be, under all of the Credit Documents, and the former
Documentation Agent's, Syndication Agent's or Arranger's rights, powers and
duties as Documentation Agent, Syndication Agent or Arranger, as the case may
be, shall be terminated, without any other or further act or deed on the part of
such former Documentation Agent, Syndication Agent or Arranger. After any
retiring Administrative Agent's or Documentation Agent's or Syndication Agent's
or Arranger's resignation hereunder as such, the provisions of this Section 13
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was the Administrative Agent or the Documentation Agent or the
Syndication Agent or the Arranger under the Credit Documents.



                           SECTION 14. MISCELLANEOUS

         14.1. Amendments and Waivers. (a) Except as set forth in the next
succeeding sentence or otherwise expressly provided in this Agreement, the
Administrative Agent, on the one hand, and the affected Borrowers or the
Pledgors, the Grantors or the Guarantors, as the case may be, as party thereto,
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 Credit
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,

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                                                                             132

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 such Borrowers or the Pledgors or the Grantors or the Guarantors,
as the case may be, party to any Credit Document, or any Default or Event of
Default and its consequences. Except as otherwise expressly provided in this
Agreement, no such waiver, amendment, supplement or modification shall:

         (i) without the prior written consent of each Lender directly affected
     thereby, extend or waive any scheduled installment or the final scheduled
     maturity of any of the Loans or the Notes, or reduce the rate or extend the
     time of payment of interest thereon, or reduce the principal amount
     thereof, or change the amount or terms (including, without limitation, fees
     and commissions) of any Commitment, or consent to the assignment or
     transfer by any Borrower of any of its rights and obligations under this
     Agreement, or amend, modify or waive any provision of this subsection 14.1;

         (ii) without the prior written consent of all Lenders (other than any
     Non-Funding Lenders), reduce the respective percentages specified in the
     definition of "Required Lenders" in subsection 1.1;

         (iii) without the prior written consent of the Lenders (other than any
     Non-Funding Lenders) holding more than 85% of the Aggregate Commitment, (A)
     amend, supplement or otherwise modify the provisions of paragraphs First
     through Fourth of Section 4.2(b) or Section 4.2(e)(i) of the Collateral
     Agency Agreement or any definitions used therein or (B) except as set forth
     in subsection 14.2, release any of the material collateral or material
     guarantee obligations provided for in any Security Document;

         (iv) without the prior written consent of the Issuing Lender with
     respect thereto, amend, supplement or otherwise modify any provisions of or
     directly applicable to any Letter of Credit;

         (v) without the prior written consent of the Swing Line Lender, amend,
     supplement or otherwise modify any of the terms and provisions of Section
     4;

         (vi) without the prior written consent of each Local Fronting Lender
     directly affected thereby, amend, supplement or otherwise modify any of the
     terms and provisions of Section 6 (other than any amendment of Schedule
     III, to the extent contemplated by Section 6 and Schedule III);

         (vii) without the prior written consent of (A) the then Administrative
     Agent, the Arranger, the then Documentation Agent, and the then Syndication
     Agent, amend, modify or waive any provision of Section 13 to the detriment
     thereof or (B) the Swing Line Lender, each Local Fronting Lender and each
     Issuing Lender, amend, modify or waive any provision of Section 13 which is
     directly applicable thereto.

         (b) Notwithstanding anything to the contrary contained herein
(including, without limitation, the provisions of subsection 14.1(a)), this
Agreement may be amended, supplemented or otherwise modified by the Company and
the Agents (with the consent of any Local Fronting

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                                                                             133

Lender which is directly affected thereby, but otherwise without notice to or
consent of any other Lender or any Local Borrowing Subsidiary) in order to cure
any ambiguity, omission, defect or inconsistency in any of the provisions of
Section 6 or otherwise relating to the Aggregate Local Loan Commitment and the
administration thereof. Any such amendment, supplement or other modification
pursuant to this subsection 14.1(b) shall be made in writing and shall be
distributed to each affected Lender by the Administrative Agent promptly
following the effectiveness thereof.

         (c) Any waiver, amendment, supplement or modification pursuant to this
subsection 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, the
Reimbursement Obligations and all other Payment Obligations. In the case of such
waiver, the parties to the Credit Documents, the Lenders, the Documentation
Agent, the Syndication 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.

         14.2. Releases of Collateral Security and Guarantee Obligations.
Notwithstanding anything to the contrary contained herein or in any Security
Document, upon request of the Company the Administrative Agent shall, as
promptly as possible (without any notice to or vote or consent of the
Documentation Agent, the Syndication Agent or any Lender), take action having
the effect of releasing:

         (a) any collateral and or guarantee obligations provided by any Local
     Borrowing Subsidiaries to the extent that (i) the Currency Sublimit for
     such Local Borrowing Subsidiary has been reduced to zero, (ii) no Payment
     Obligations are then owing by such Local Borrowing Subsidiary and (iii) the
     Company has notified the Administrative Agent in writing that such
     Subsidiary shall no longer constitute a "Local Borrowing Subsidiary"; and

         (b) any collateral and/or guarantee obligations provided for in any
     Security Document to the extent necessary to permit the consummation of (i)
     any Specified Disposition, (ii) any Permitted Intercompany Transfer (to the
     extent that any assets so released are appropriately re-pledged, to the
     extent applicable, in accordance with the terms of this Agreement), (iii)
     any Net Proceeds Event, (iv) any asset dispositions permitted by subsection
     11.6 (including as amended from time to time with the consent of the
     Required Lenders) or (v) the acquisition of computer software or hardware
     which is subject (or promptly following such release is to be subject) to a
     Lien permitted by subsection 11.3(r), by the relevant Person in accordance
     with the provisions of this Agreement and the Credit Documents; provided
     that the Net Proceeds of any Net Proceeds Events are applied, to the extent
     so required, in the manner contemplated by subsections 7.4 and 7.5
     (including as amended from time to time with the consent of the Required
     Lenders).


<PAGE>
                                                                             134

         14.3. Notices. Notices, consents, requests and demands to or upon the
     respective parties hereto to be effective shall be in writing and, unless
     otherwise expressly provided herein, shall be deemed to have been duly
     given or made when delivered by hand or by mail, or, in the case of
     telecopy notice, when sent, addressed as follows in the case of the
     Company, the Documentation Agent, the Syndication Agent and the
     Administrative Agent, as set forth in Schedule III (with a copy to the
     Company) in the case of each Local Fronting Lender and as set forth in
     Schedule I hereto in the case of each of the other parties hereto, or (in
     each case) to such address or other address as may be hereafter notified by
     any of the respective parties hereto or any future holders of the Loans or
     the Notes:

The Company:                  Revlon Consumer Products Corporation
                              625 Madison Avenue
                              New York, New York  10022
                              Attention:  Treasurer
                              Telecopy:  (212) 527-5530

      with a copy (other      Revlon Consumer Products Corporation
      than of items           625 Madison Avenue
      relating to funding     New York, New York  10022
      and payments) to:       Attention:  Senior Vice President and General
                              Counsel
                              Telecopy:  (212) 527-5693

The Documentation             Citibank, N.A.
  Agent:                      399 Park Avenue
                              New York, New York 10043
                              Attention:  James Buchanan
                              Telecopy:  (212) 528-0819

The Syndication               Lehman Commercial Paper Inc.
  Agent:                      425 Lexington Avenue, Room 2533
                              New York, New York 10017
                              Attention:  Michele Swanson
                              Telecopy:  (212) 455-7241

The Administrative
   Agent:                     JPMorgan Chase Bank
                              270 Park Avenue
                              New York, New York  10017
                              Attention:  Neil Boylan
                              Telecopy:  (212) 972-0009

      with a copy to:         JPMorgan Chase Bank Agency Services Corp.
                              1 Chase Manhattan Plaza
                              8th Floor
                              New York, New York  10081
                              Attention:  Maggie Swales

<PAGE>
                                                                             135

                              Telephone:  (212) 552-7472
                              Telecopy:  (212) 552-5662

provided that any notice, request or demand to or upon the Administrative Agent
or any Local Fronting Lender pursuant to Section 2, 3, 4, 5 or 6 shall not be
effective until received.

         14.4. No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of the Administrative Agent, the Documentation
Agent, the Syndication 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.

         14.5. 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.

         14.6. Payment of Expenses and Taxes. The Company agrees (a) to pay or
reimburse the Documentation Agent, the Syndication Agent and the Administrative
Agent for all of their reasonable and documented fees, expenses, charges and
out-of-pocket costs incurred in connection with the preparation, execution,
delivery and administration of, and any amendment, supplement or modification
to, and the obtaining of professional advice in connection with their ongoing
obligations under, any Credit Document and any other documents prepared in
connection herewith, the consummation of the transactions contemplated hereby
and thereby and the investigation, defense or participation in any legal
proceeding relating to any of the foregoing (whether or not such indemnified
person is a party thereto and regardless of whether such proceedings are brought
by you or any other person), including, in each such case and without
limitation, the reasonable and documented fees, expenses, charges and
disbursements of the single primary counsel to the Documentation Agent, the
Syndication Agent and the Administrative Agent and any additional special
counsel and local counsel to the Documentation Agent, the Syndication Agent and
the Administrative Agent, but not including any fees and expenses of counsel to
the Lenders, (b) to pay or reimburse each Lender, each Issuing Lender, the Swing
Line Lender, the Documentation Agent, the Syndication Agent and the
Administrative Agent for all its reasonable costs and expenses incurred in
connection with the enforcement or preservation of any rights under the Credit
Documents and any such other documents, including, without limitation, fees and
disbursements of counsel to the Administrative Agent, counsel to the Syndication
Agent, counsel to the Documentation Agent and the several counsel to the
Lenders, (c) to pay, indemnify, and to hold each Lender, each Issuing Lender,
the Swing Line Lender, the Documentation Agent, the Syndication Agent and the
Administrative Agent harmless from, any and all recording and filing fees and
any and all liabilities with respect to, or resulting from any delay in paying,
stamp, excise and other similar taxes, if any, if legal, which may be payable or
determined to be payable in connection with the execution and delivery of, or
consummation of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
the Credit Documents and any such other documents, and (d) to pay, indemnify,
and hold each Lender, each Issuing Lender, the Swing

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                                                                             136

Line Lender, the Documentation Agent, the Syndication Agent, the Arranger and
the Administrative Agent, and the officers, directors, employees, affiliates,
advisors and agents thereof (collectively, the "indemnified persons"), harmless
from and against any and all other liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever with respect to the execution, delivery, consummation,
enforcement, performance and administration of the Credit Documents and the use
by the Borrowers of the proceeds of the Loans and other extensions of credit
hereunder (all of the foregoing, collectively, the "indemnified liabilities"),
provided that no Borrower shall have any obligation to any indemnified person
hereunder with respect to (i) indemnified liabilities which are found by a final
decision of a court of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of such indemnified person, (ii) legal
proceedings commenced against any such indemnified person by any security holder
or creditor (other than the Company, its Subsidiaries and its Affiliates)
thereof arising out of and based upon rights afforded any such security holder
or creditor solely in its capacity as such, (iii) legal proceedings commenced
against any Lender, any Issuing Lender or the Swing Line Lender (in their
respective capacities as such) by any other Lender or by the Documentation
Agent, the Syndication Agent or the Administrative Agent (provided that for
purposes of this clause (iii) only, each of such other Lender, Issuing Lender,
the Swing Line Lender, the Documentation Agent, the Syndication Agent, the
Arranger and the Administrative Agent shall be entitled to indemnity hereunder
to the extent that such legal proceedings have been commenced by it to enforce
the provisions of the Credit Documents) or (iv) amounts of the types referred to
in clauses (a) through (c) above except as provided therein. The agreements in
this subsection 14.6 shall survive repayment of the Loans, the Notes, the
Drafts, the Reimbursement Obligations and all other amounts payable hereunder.

         14.7. Successors and Assigns; Loan Participations. (a) This Agreement
shall be binding upon and inure to the benefit of the Borrowers, the
Documentation Agent, the Syndication Agent, the Administrative Agent, the
Lenders, all future holders of the Loans and the Notes, and their respective
successors and assigns, except that no Borrower may assign or transfer any of
its rights or obligations under this Agreement without the prior written consent
of each Lender.

         (b) Any Lender may, in accordance with applicable law, at any time sell
to one or more banks or other entities ("Participants") participating interests
in any Loan owing to such Lender, the Note held by such Lender, any Commitment
of such Lender or any other interest of such Lender hereunder or under any other
Credit Document. In the event of any such sale by a Lender of participating
interests to a Participant, such Lender's obligations under this Agreement to
the other parties to this Agreement shall remain unchanged, such Lender shall
remain solely responsible for the performance thereof, such Lender shall remain
the holder of any such Loan, Note, Commitment or other interest for all purposes
under this Agreement and each Borrower, each Local Fronting Lender and the
Administrative Agent shall continue to deal solely and directly with such Lender
in connection with such Lender's rights and obligations under this Agreement.
Each Borrower agrees that if amounts outstanding under this Agreement and the
Notes are due and unpaid, or shall have been declared or shall have become due
and payable upon the occurrence of an Event of Default, each Participant shall
be deemed to have the right of setoff in respect of its participating interest
in amounts owing under this Agreement and any

<PAGE>
                                                                             137

Note to the same extent as if the amount of its participating interest were
owing directly to it as a Lender under this Agreement or any Note; provided,
that such right of setoff shall be subject to the obligation of such Participant
to share with the Lenders, and the Lenders agree to share with such Participant,
as provided in subsection 14.8. Each Borrower also agrees that each Participant
shall be entitled to the benefits of subsections 7.10(d), 7.11, 7.12 and 7.13
with respect to its participation in the Loans and other Payment Obligations
outstanding from time to time; provided, that no Participant shall be entitled
to receive any greater amount pursuant to such subsections than the transferor
Lender would have been entitled to receive in respect of the amount of the
participation transferred by such transferor Lender to such Participant had no
such transfer occurred.

         (c) Any Lender may, in accordance with applicable law:

         (i) at any time sell all or any part of its rights and obligations
     under this Agreement and any of the Loans, the Notes, the Acceptances, the
     L/C Obligations and any other Credit Document to any Lender or any
     Affiliate thereof or to a Related Fund of any Lender;

         (ii) at any time sell to one or more additional Lenders or financial
     institutions ("Purchasing Lenders") which are Eligible Assignees, all or
     any part of its rights and obligations under this Agreement and any of the
     Loans, the Notes, the Acceptances, the L/C Obligations and any other Credit
     Document, provided that, unless the Company (on its own behalf and as agent
     for the Local Borrowing Subsidiaries) otherwise consents or unless the
     selling Lender is selling all of its rights and obligations under this
     Agreement and the Loans, any Notes, any Acceptances, any L/C Obligations
     and each other Credit Document, each such sale pursuant to this clause (ii)
     shall be in a minimum principal amount of $1,000,000 in the case of a Term
     Loan and $5,000,000 in the case of a Multi-Currency Commitment; and

         (iii) with the consent of the Company (on its own behalf and as agent
     for the Local Borrowing Subsidiaries) (which consent shall not be
     unreasonably withheld) sell to one or more Purchasing Lenders which are not
     Lenders, Affiliates thereof or Eligible Assignees, all or any part of its
     rights and obligations under this Agreement and the Loans, the Notes, any
     Acceptances, any L/C Obligations and any other Credit Document, provided
     that, unless the Company (on its own behalf and as agent for the Local
     Borrowing Subsidiaries) otherwise consents or unless the selling Lender is
     selling all of its rights and obligations under this Agreement and the
     Loans, any Notes, any Acceptances, any L/C Obligations and each other
     Credit Document, each such sale pursuant to this clause (iii) shall be in a
     minimum principal amount of $1,000,000 in the case of a Term Loan and
     $5,000,000 in the case of a Multi-Currency Commitment.

Any such sale pursuant to clause (ii) or (iii) of this subsection 14.7(c) shall
be made pursuant to a Commitment Transfer Supplement, substantially in the form
of Exhibit N (a "Commitment Transfer Supplement"), executed by the
Administrative Agent, such Purchasing Lender and such transferor Lender (and, in
the case of any such transfer made pursuant to clause (iii), by the Company,
acting on its own behalf and on as agent for any relevant Local Borrowing
Subsidiary), and delivered to the Administrative Agent for its acceptance and
recording in the

<PAGE>
                                                                             138

Register (as defined below). Upon such execution, delivery, acceptance and
recording, from and after the Transfer Effective Date (as defined in the
Commitment Transfer Supplement) determined pursuant to such Commitment Transfer
Supplement, (x) the Purchasing Lender thereunder shall be a party hereto and, to
the extent provided in such Commitment Transfer Supplement, have the rights and
obligations of a Lender hereunder with a Commitment as set forth therein, and
(y) the transferor Lender thereunder shall, to the extent of the interest
transferred, as reflected in such Commitment Transfer Supplement, be released
from its obligations under this Agreement and the other Credit Documents (and,
in the case of a Commitment Transfer Supplement covering all or the remaining
portion of a transferor Lender's rights and obligations under this Agreement and
the other Credit Documents, such transferor Lender shall cease to be a party
hereto). Such Commitment Transfer Supplement shall be deemed to amend this
Agreement (including, without limitation, Schedule II hereto) to the extent, and
only to the extent, necessary to reflect the addition of such Purchasing Lender
and the resulting adjustment of Commitment Percentages arising from the purchase
by such Purchasing Lender of all or a portion of the rights and obligations of
such transferor Lender under this Agreement and the Loans, the Notes, the
Acceptances and the L/C Obligations. On or prior to the Transfer Effective Date
determined pursuant to such Commitment Transfer Supplement, the Company, at its
own expense and upon the request of such Purchasing Lender or the transferor
Lender, shall execute and deliver (or cause the relevant Local Borrowing
Subsidiary to execute and deliver) to the Administrative Agent in exchange for
any surrendered Note a new Note to the order of such Purchasing Lender in an
amount equal to the Commitment assumed by it pursuant to such Commitment
Transfer Supplement and, if the transferor Lender has retained a Commitment
hereunder (and has previously requested a Note evidencing its Loans thereunder),
a new Note to the order of the transferor Lender in an amount equal to the
Commitment retained by it hereunder. Any such new Note shall be dated the date
of the original Note and shall otherwise be in the form of the Note replaced
thereby. Any Note surrendered by the transferor Lender shall be returned by the
Administrative Agent to the Company marked "canceled."

         (d) The Administrative Agent shall maintain at its address referred to
in subsection 14.3 a copy of each Commitment Transfer Supplement delivered to it
and a register (the "Register") for the recordation of the names and addresses
of the Lenders and the Commitments and Commitment Percentages of the Loans and
other obligations hereunder owing to each Lender from time to time. The entries
in the Register shall be conclusive, in the absence of manifest error, and each
Borrower, the Administrative Agent, the Documentation Agent, the Syndication
Agent and the Lenders may treat each Person whose name is recorded in the
Register as the owner of the Loan or other obligation, as the case may be,
recorded therein for all purposes of this Agreement. The Register shall be
available for inspection by any Borrower, the Documentation Agent, the
Syndication Agent or any Lender at any reasonable time and from time to time
upon reasonable prior notice.

         (e) Upon its receipt of a Commitment Transfer Supplement executed by a
transferor Lender and a Purchasing Lender (and, in the case of a Purchasing
Lender that is not then a Lender or an Affiliate thereof, by the Company and the
Administrative Agent), together with payment to the Administrative Agent of a
registration and processing fee of $3,500 if the Purchasing Lender is not a
Lender prior to the execution of such supplement and $1,000 otherwise, the
Administrative Agent shall (i) promptly accept such Commitment Transfer

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                                                                             139

Supplement and (ii) on the Transfer Effective Date determined pursuant thereto
record the information contained therein in the Register and give notice of such
acceptance and recordation to the Lenders and the Company (and, to the extent
relevant, any affected Local Borrowing Subsidiaries); provided that only one
such fee shall be payable in connection with simultaneous assignments to or by
two or more Related Funds.

         (f) Each Borrower authorizes each Lender to disclose to any Participant
or Purchasing Lender (each, a "Transferee") and any prospective Transferee any
and all financial information in such Lender's possession concerning the
Company, its Subsidiaries and its Affiliates which has been delivered to such
Lender by or on behalf of any Borrower pursuant to this Agreement or any other
Credit Document, or which has been delivered to such Lender by or on behalf of
any Borrower in connection with such Lender's credit evaluation of the Company,
its Subsidiaries and its Affiliates prior to becoming a party to this Agreement;
provided that such Transferee or potential Transferee shall have acknowledged
that it is receiving such information subject to the provisions of subsection
14.15(d).

         (g) Unless the Company shall otherwise consent, if, pursuant to this
subsection 14.7, any interest in this Agreement or any Loan, Note, Acceptance,
Application or Letter of Credit is transferred to any Transferee which is
organized under the laws of any jurisdiction other than the United States or any
State thereof, the transferor Lender shall cause such Transferee, concurrently
with the effectiveness of such transfer, (i) to represent to the transferor
Lender (for the benefit of the transferor Lender, the Administrative Agent and
the Company) that under applicable law and treaties at the time in effect no
taxes will be required to be withheld by the Administrative Agent, the Company
or the transferor Lender with respect to any payments to be made to such
Transferee in respect of the Loans and other amounts owing under this Agreement,
(ii) to furnish to the transferor Lender (and, in the case of any Purchasing
Lender registered in the Register, the Administrative Agent and the Company)
either U.S. Internal Revenue Service Form W-8ECI, U.S. Internal Revenue Service
Form W-8BEN or (in the case of a Qualified Foreign Lender) U.S. Internal Revenue
Service Form W-BEN (and accompanying U.S. Tax Compliance Certificate), or (in
any such case) any successor applicable form, as the case may be (wherein such
Transferee claims entitlement to complete exemption from U.S. federal
withholding tax on all interest payments hereunder), (iii) to agree (for the
benefit of the transferor Lender, the Administrative Agent and the Company) to
provide the transferor Lender (and, in the case of any Purchasing Lender
registered in the Register, the Administrative Agent and the Company) a new Form
W-8ECI, Form W-8BEN or (in the case of a Qualified Foreign Lender) Form W-BEN
(and accompanying U.S. Tax Compliance Certificate) upon the expiration or
obsolescence of any previously delivered form and comparable statements in
accordance with applicable U.S. laws and regulations and amendments duly
executed and completed by such Transferee, and to comply from time to time with
all applicable U.S. laws and regulations with regard to such withholding tax
exemption and (iv) to agree (for the benefit of the transferor Lender, the
Administrative Agent and the Company) to be bound by the provisions of
subsections 7.13(b), (c) and (d) as if such Transferee were a Lender hereunder.

         (h) For avoidance of doubt, the parties to this Agreement acknowledge
that the provisions of this subsection 14.7 concerning assignments of Loans and
Notes relate only to absolute assignments and that such provisions do not
prohibit assignments creating security

<PAGE>
                                                                             140

interests, including, without limitation, any pledge or assignment by a Lender
of any Loan or Note to any Federal Reserve Bank in accordance with applicable
law.

         14.8. Adjustments; Set-off. (a) On the date of occurrence of any Event
of Default specified in clause (i), (ii) or (iii) of Section 12(l), each Lender
shall be deemed to have purchased an interest in the Payment Obligations owing
to each other Lender (and, to the extent necessary after giving effect to any
actual recoveries on such Payment Obligations, shall actually fund such
purchase) such that, after giving effect to all such purchases or deemed
purchases, each Lender is owed directly or through such purchase or deemed
purchase the portion of the aggregate amount of Payment Obligations then
outstanding with respect to each of the Aggregate Term Loan Commitment and the
Aggregate Multi-Currency Commitment equal to such Lender's ratable share of all
Payment Obligations then outstanding with respect to each such Aggregate
Commitment. Each Lender hereby acknowledges and agrees that its obligation to
purchase such Payment Obligations in accordance with the provisions of this
subsection 14.8(a) shall be irrevocable and unconditional.

         (b) If any Syndicated Lender (a "benefitted Lender") shall at any time
receive any payment of all or part of any of its Loans or Reimbursement
Obligations owing to it under any Commitment, 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 Syndicated Lender,
if any, in respect of such other Lender's Loans or Reimbursement Obligations, as
the case may be, owing to it under such Commitment or interest thereon, such
benefitted Lender shall purchase for cash from the other Syndicated Lenders such
portion of each such other Syndicated Lender's similar Loans or Reimbursement
Obligations, or shall provide such other Syndicated 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 Syndicated Lenders which hold
such Commitment; 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. Each Borrower agrees that
each Lender so purchasing a portion of another Lender's Loans or Reimbursement
Obligations 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.

         (c) In addition to any rights and remedies of the Syndicated Lenders
provided by law, upon both the occurrence of an Event of Default and
acceleration of the obligations owing in connection with this Agreement, each
Syndicated Lender 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 Syndicated Lender any amount owing from such
Syndicated Lender 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 Syndicated Lender 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,

<PAGE>
                                                                             141

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 Syndicated Lender prior
to the making, filing or issuance, or service upon such Syndicated Lender 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 Syndicated Lender agrees promptly to
notify the Company and the Administrative Agent after any such set-off and
application made by such Syndicated Lender, provided that the failure to give
such notice shall not affect the validity of such set-off and application.

         (d) In addition to any rights and remedies of the Local Fronting
Lenders provided by law, upon both the occurrence of an Event of Default and
acceleration of the obligations owing in connection with this Agreement, each
Local Fronting Lender shall have the right, without prior notice to any
Borrower, 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 such Borrower to such Local Fronting Lender any amount owing
from such Local Fronting Lender to such Borrower 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 Local Fronting Lender against such Borrower or against any
trustee in bankruptcy, debtor in possession, assignee for the benefit of
creditors, receiver, custodian or execution, judgment or attachment creditor of
such Borrower, or against anyone else claiming through or against such Borrower
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 Local Fronting Lender prior to the making, filing or issuance,
or service upon such Local Fronting Lender 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 Local Fronting Lender agrees promptly to notify such Borrower and
the Administrative Agent after any such set-off and application made by such
Local Fronting Lender, provided that the failure to give such notice shall not
affect the validity of such set-off and application.

         14.9. Delegation by each Local Borrowing Subsidiary. Each Local
Borrowing Subsidiary hereby irrevocably designates and appoints the Company as
the agent of such Local Borrowing Subsidiary under this Agreement and the other
Credit Documents for the purpose of giving notices and taking other actions
delegated to such Local Borrowing Subsidiary pursuant to the terms of this
Agreement and the other Credit Documents. In furtherance of the foregoing, each
Local Borrowing Subsidiary hereby irrevocably grants to the Company such Local
Borrowing Subsidiary's power-of-attorney, and hereby authorizes the Company, to
act in place of such Local Borrowing Subsidiary with respect to matters
delegated to such Local Borrowing Subsidiary pursuant to the terms of this
Agreement and the other Credit Documents and to take such other actions as are
reasonably incidental thereto. Each Local Borrowing Subsidiary hereby further
acknowledges and agrees that the Company shall receive all notices to such Local
Borrowing Subsidiary for all purposes of this Agreement. The Company hereby
agrees to provide prompt notice to the relevant Local Borrowing Subsidiary of
any notices received and all action taken by the Company under this Agreement
and the other Credit Documents on behalf of such Local Borrowing Subsidiary.


<PAGE>
                                                                             142

         14.10. Judgment. The Obligations of each Borrower in respect of each
Local Loan and Acceptance reimbursement obligation due to any party hereto in
Dollars (including, without limitation, by virtue of any conversion of a Local
Loan or Acceptance from a Denomination Currency into Dollars pursuant to the
provisions of subsection 6.4) or any holder of any bond which is denominated in
Dollars, shall, notwithstanding any judgment in a currency (the "judgment
currency") other than Dollars, be discharged only to the extent that on the
Business Day following receipt by such party or such holder (as the case may be)
of any sum adjudged to be so due in the judgment currency such party or such
holder (as the case may be) may in accordance with normal banking procedures
purchase Dollars with the judgment currency; if the amount of Dollars so
purchased is less than the sum originally due to such party or such holder (as
the case may be) in Dollars, such Borrower agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify such party or such holder (as
the case may be) against such loss, and if the amount of Dollars so purchased
exceeds the sum originally due to any party to this Agreement or any holder of
Notes (as the case may be), such party or such holder (as the case may be),
agrees to remit to such Local Borrowing Subsidiary, such excess.

         14.11. QFL Notes. (a) Any Qualified Foreign Lender shall at the request
of the Company or the Administrative Agent, upon receipt of a copy of such a
request from the Company or the Administrative Agent, exchange any Term Loan
Note held by it for a QFL Term Loan Note in the form attached hereto as Exhibit
U-2 (a "QFL Term Loan Note"). Any QFL Term Loan Notes issued in exchange for any
existing Term Loan Notes pursuant to this Section shall be dated the Effective
Date and shall be in issued in the same principal amounts as such existing Term
Loan Notes. Any Term Loan Note exchanged pursuant to this Section is sometimes
referred to herein as an "Exchanged Note."

         (b) The Company agrees that, upon delivery of a request to a Qualified
Foreign Lender pursuant to subsection 14.11(a), it shall execute and deliver a
QFL Term Loan Note in exchange for the Exchanged Note surrendered in connection
with such request conforming to the requirements of such subsection 14.11(a).
Each Qualified Foreign Lender shall surrender its Term Loan Note at the request
of the Company or the Administrative Agent in connection with any exchange
pursuant to this subsection 14.11. Once issued, QFL Term Loan Notes (i) shall be
deemed to and shall be "Notes" for all purposes under this Agreement and the
other Credit Documents, (ii) may not be exchanged for Term Loan Notes and (iii)
shall at all times thereafter be QFL Term Loan Notes, including, without
limitation, following any transfer or assignment thereof.

         (c) The Administrative Agent shall separately record the names and
addresses of each Qualified Foreign Lender which holds a QFL Term Loan Note,
whether issued as a result of an exchange pursuant to this subsection 14.11 or a
transfer pursuant to subsection 14.7(c) of the Agreement, in the Register
maintained by the Administrative Agent pursuant to subsection 14.7(d) of the
Agreement. The Administrative Agent shall also record the aggregate principal
amount of Term Loans owing to such Qualified Foreign Lender in the Register.

         (d) Notwithstanding anything to the contrary in the Agreement, no
assignment under subsection 14.7(c) of the Agreement of any rights or
obligations under or in respect of QFL Term Loan Notes shall be effective unless
and until the Administrative Agent shall have recorded such assignment in the
Register pursuant to subsection 14.11(c). The Administrative

<PAGE>
                                                                             143

Agent shall record the name of the transferor, the name of the transferee, and
the amount of the transfer in the Register after receipt of all documents
required pursuant to subsection 14.7 of this Agreement, including, without
limitation, the QFL Term Loan Note being assigned in connection with such
transfer, and such other documents as the Administrative Agent may reasonably
request. Subject to the provision of this subsection 14.11(d), assignments of
and participations in QFL Term Loan Notes shall be governed by subsection 14.7
of this Agreement and, upon assignment of any QFL Term Loan Note, new QFL Term
Loan Notes shall be issued in accordance with the provisions of subsection 14.7
of this Agreement.

         14.12. Collateral Agency Agreement. Each Lender hereby acknowledges
that it has fully reviewed the Collateral Agency Agreement and, by its execution
of this Agreement, hereby consents to the execution and delivery of the
Collateral Agency Agreement by the Administrative Agent (in its respective
capacities as Administrative Agent hereunder and as administrative agent for the
holders of the Bank Obligations) and agrees to comply with the terms thereof as
if such Lender were a direct signatory thereto.

         14.13. Certain Waivers. To the extent that the execution, delivery or
performance of any Credit Document hereunder constitutes a Default or an Event
of Default under (and as defined in) the Existing Agreement, each Lender
hereunder which is a party to the Existing Agreement hereby waives such Default
or Event of Default. Each Lender hereby agrees that any Security Document under
(and as defined in) the Existing Agreement, and any financing statement or
similar filing on account thereof, which remains in effect after the date hereof
and is not required to be delivered pursuant to this Agreement shall be deemed
not to constitute a "Lien" for purposes of this Agreement to the extent that the
Company is using best efforts to terminate or cause to be terminated such
Security Document or other filing.

         14.14. Severability. 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.

         14.15. Effectiveness; Counterparts; Confidentiality. (a) This Agreement
shall become binding upon the parties hereto (and, notwithstanding the
provisions of the proviso to this clause (a), each party hereto shall be
irrevocably obligated to perform all of its obligations hereunder from and after
the Closing Date) when the Administrative Agent shall have received one or more
counterparts of this Agreement, executed by a duly authorized officer of each
party hereto or, in the case of any Lender, telecopier confirmation to the
Administrative Agent that a duly authorized officer of such Lender has executed
a counterpart of this Agreement and that such counterpart has been sent to the
Administrative Agent (the "Effective Date").

         (b) The provisions of this subsection 14.15(b) shall not affect or
impair the effectiveness of any Security Documents referred to in the Existing
Agreement (other than the Affiliate Guarantees, the Affiliate Pledge Agreements,
the Affiliate IP Security Agreements and the Affiliate Security Agreements made
by any Affiliate of the Company (as each such term is defined in the Existing
Agreement)) benefiting the Existing Agreement, prior to or after the date
hereof, which Security Documents the Company hereby represents and warrants are
and shall remain (or, in the case of any such Security Documents delivered after
the date hereof, will be upon their delivery) in full force and effect. Each of
the parties hereto hereby agrees and acknowledges that each reference to any
section or subsection of the credit agreement executed

<PAGE>
                                                                             144

by the Borrower and certain of its Subsidiaries as of February 28, 1995 (the
"Original Agreement") or the Existing Agreement, as the case may be, in any
Security Document, shall be deemed a reference to such section or subsection of
the Original Agreement or the Existing Agreement, as the case may be, as amended
and restated, in the case of the Original Agreement, by the Existing Agreement
and this Agreement, and, in the case of the Existing Agreement, as amended and
restated by this Agreement, in any such case as the same may have been
renumbered.

         (c) This Agreement may be executed by one or more of the parties to
this Agreement on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Agreement signed by all the parties
shall be lodged with the Company and the Administrative Agent.

         (d) 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
and (iii) to prospective Participants and Purchasing Lenders 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 subsection 14.15(d). 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.

         14.16. SUBMISSION TO JURISDICTION; WAIVERS. (a) EACH LOCAL BORROWING
SUBSIDIARY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE NON-EXCLUSIVE
JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN THE CITY OF NEW
YORK AND ANY COMPETENT COURT OF THE JURISDICTION UNDER THE LAWS OF WHICH SUCH
LOCAL BORROWING SUBSIDIARY IS ORGANIZED (THE "LOCAL COURT"), AND ANY APPELLATE
COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT, THE NOTES OR ANY DRAFT. EACH LOCAL BORROWING SUBSIDIARY
HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR
LOCAL COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH
LOCAL BORROWING SUBSIDIARY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE
FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY DEFENSE OF AN INCONVENIENT FORUM TO
THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT AND ANY RIGHT OF
JURISDICTION ON ACCOUNT OF THE PLACE OF RESIDENCE OR DOMICILE OF

<PAGE>
                                                                             145

SUCH LOCAL BORROWING SUBSIDIARY. EACH LOCAL BORROWING SUBSIDIARY HEREBY
IRREVOCABLY AND UNCONDITIONALLY APPOINTS THE COMPANY AS ITS AGENT TO RECEIVE ON
BEHALF OF SUCH LOCAL BORROWING SUBSIDIARY AND ITS PROPERTY SERVICE OF COPIES OF
THE SUMMONS AND COMPLAINT AND ANY OTHER PROCESS WHICH MAY BE SERVED IN ANY SUCH
ACTION OR PROCEEDING IN ANY SUCH NEW YORK STATE OR FEDERAL COURT. IN ANY SUCH
ACTION OR PROCEEDING IN SUCH NEW YORK STATE OR FEDERAL COURT SITTING IN THE CITY
OF NEW YORK, SUCH SERVICE MAY BE MADE ON SUCH LOCAL BORROWING SUBSIDIARY BY
DELIVERING A COPY OF SUCH PROCESS TO SUCH LOCAL BORROWING SUBSIDIARY IN CARE OF
THE COMPANY AT THE COMPANY'S ADDRESS LISTED IN SUBSECTION 14.3 AND BY DEPOSITING
A COPY OF SUCH PROCESS IN THE MAILS BY CERTIFIED OR REGISTERED AIR MAIL,
ADDRESSED TO SUCH LOCAL BORROWING SUBSIDIARY (SUCH SERVICE TO BE EFFECTIVE UPON
SUCH RECEIPT BY THE COMPANY AND THE DEPOSITING OF SUCH PROCESS IN THE MAILS AS
AFORESAID). EACH LOCAL BORROWING SUBSIDIARY HEREBY IRREVOCABLY AND
UNCONDITIONALLY AUTHORIZES AND DIRECTS THE COMPANY TO ACCEPT SUCH SERVICE ON ITS
BEHALF. EACH LOCAL BORROWING SUBSIDIARY HEREBY AGREES THAT, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, A FINAL JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

         (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 CREDIT DOCUMENT TO WHICH
     IT IS A PARTY, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN
     RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF
     THE STATE 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;

         (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

<PAGE>
                                                                             146

     IN SUBSECTION 14.3 OR AT SUCH OTHER ADDRESS OF WHICH THE ADMINISTRATIVE
     AGENT SHALL HAVE BEEN NOTIFIED PURSUANT THERETO;

         (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; AND

         (V) WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT
     MAY HAVE TO CLAIM OR RECOVER IN ANY LEGAL ACTION OR PROCEEDING REFERRED TO
     IN THIS SUBSECTION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL
     DAMAGES.

         (C) EACH BORROWER AND EACH OF THE DOCUMENTATION AGENT, THE SYNDICATION
AGENT, THE ADMINISTRATIVE AGENT, THE ARRANGER, EACH CO-AGENT AND EACH LENDER
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION
OR PROCEEDING REFERRED TO IN PARAGRAPH (A) ABOVE.

         14.17. Acknowledgements. Each Borrower hereby acknowledges that:

         (a) it has been advised by counsel in the negotiation, execution and
     delivery of this Agreement and the other Credit Documents;

         (b) none of the Administrative Agent, the Documentation Agent, the
     Syndication Agent, the Arranger, any Co-Agent or any Lender has any
     fiduciary relationship with or duty to such Borrower arising out of or in
     connection with this Agreement or any of the other Credit Documents, and
     the relationship between each such Agent and Lenders, on one hand, and such
     Borrower, 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 Credit Documents
     or otherwise exists by virtue of the transactions contemplated hereby among
     the Lenders or among such Borrower and the Lenders.

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



<PAGE>


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

                                    REVLON CONSUMER PRODUCTS CORPORATION


                                    By:_____________________________________
                                       Name:
                                       Title:


                                    REVLON INTERNATIONAL
                                    CORPORATION (UK Branch), as a Local
                                    Borrowing Subsidiary


                                    By:_____________________________________
                                       Name:
                                       Title:


                                    REVLON AUSTRALIA Pty LIMITED, as a Local
                                    Borrowing Subsidiary


                                    By:_____________________________________
                                       Name:
                                       Title:


                                    EUROPEENNE DE PRODUITS DE BEAUTE, as a
                                    Local Borrowing Subsidiary


                                    By:_____________________________________
                                       Name:
                                       Title:


<PAGE>


                                    REVLON K.K., as a Local Borrowing Subsidiary


                                    By:_____________________________________
                                       Name:
                                       Title:


                                    REVLON CANADA, INC., as a Local Borrowing
                                    Subsidiary


                                    By:_____________________________________
                                       Name:
                                       Title:


                                    REVLON (HONG KONG) LIMITED, as a Local
                                    Borrowing Subsidiary


                                    By:_____________________________________
                                       Name:
                                       Title:


                                    EUROPEAN BEAUTY PRODUCTS S.p.a., as a
                                    Local Borrowing Subsidiary


                                    By:_____________________________________
                                       Name:
                                       Title:



<PAGE>

                                    JPMORGAN CHASE BANK, as Administrative
                                    Agent and as a Lender


                                    By:_____________________________________
                                       Name:
                                       Title:


                                    J.P. MORGAN SECURITIES INC., as Arranger


                                    By:_____________________________________
                                       Name:
                                       Title:


                                    CITIBANK, N.A., as Documentation Agent
                                       and
                                    as a Lender


                                    By:_____________________________________
                                       Name:
                                       Title:


                                    LEHMAN COMMERCIAL PAPER INC., as
                                    Syndication Agent and as a Lender


                                    By:_____________________________________
                                       Name:
                                       Title:



<PAGE>


                                    --------------------------
                                    Name of Lender


                                    By:_____________________________________
                                          Name:
                                          Title:


<PAGE>


                                    --------------------------
                                    Name of Lender


                                    By:_____________________________________
                                          Name:
                                          Title:


                                    By:_____________________________________
                                          Name:
                                          Title: